Film: Attack of the Clones
aka: Star Wars Episode II Attack Of The Clones
There hasn't been a full scale war since the formation of the Republic.
— Governor Sio Bibble
There is unrest in the Galactic Senate. Several thousand solar systems have declared their intentions to leave the Republic. This separatist movement, under the leadership of the mysterious Count Dooku, has made it difficult for the limited number of Jedi Knights to maintain peace and order in the galaxy.
Senator Amidala, the former Queen of Naboo, is returning to the Galactic Senate to vote on the critical issue of creating an ARMY OF THE REPUBLIC to assist the overwhelmed Jedi...
The sequel to The Phantom Menace
and second/fifth installment in George Lucas' wildly successful Star Wars
saga. Somewhat denser and darker than The Phantom Menace
, Attack of the Clones
finally addresses Lucas' thirty-year-old plot point about what the Clone Wars really are and why they happen.
Contention within the Republic, spurred on by the events of the previous film
, leads to a group of "Separatists" forming their own government and, backed by many of the big galactic corporations and former Jedi Knight Count Dooku, are more than equipped to handle a full scale war. The attempted assassination
of Senator Padmé Amidala, one of the biggest proponents to avoid the war, leads Obi-Wan Kenobi to investigate who is trying to start this conflict. At the same time, his apprentice twenty-year-old Anakin Skywalker is tasked with protecting Padmé and they struggle with their growing attraction to each other
, and Anakin has to deal with personal demons and the lure of the Dark Side. Following the clues he had, Kenobi travels to the far-flung world of Kamino and discovers a massive
clone army; developed in secret, ostensibly commissioned and funded by the Jedi, meant to fight on behalf of the Republic and, even more mysteriously, is built on a particular bounty hunter under the employ of Count Dooku named Jango Fett. The different threads converge on the desert planet Geonosis, where the true extent of Dooku's machinations becomes apparent
, and where the long-mythical
Clone Wars finally explode violently and awesomely.
The conduct of the wars and their eventual fallout is/was explored in a number of cross-media projects elsewhere— Star Wars: Clone Wars
was an animated miniseries of 5-minute and 12-minute "episodettes" that enlarges the scale of the conflict and the people who fought in it
by showing individual battles and more obscure characters
, airing between the release of Episode II and Episode III, where the end of the Clone Wars is depicted. Star Wars: The Clone Wars
was a CGI television show produced a few years after the release of Episode III, something of a Spiritual Successor
to the previous series (very few production members are shared) but with a longer format to elaborate on the interpersonal conflicts and political atmosphere. This is all not to mention numerous other comic and novelized spin-offs covering everyone from Grievous to Boba Fett and back again.
Structurally, Episode II
focused on Anakin Skywalker's maturation against the political drama and personal loss
, while showing decay and corruption on a galactic scale.
It's purposefully a Call Forward
to The Empire Strikes Back
—everything from the inclusion and importance of the Fett family, to the usage of the Imperial March, and a chase through an asteroid field. Plot-wise, it hews closer to a Murder Mystery
-cum-Political Thriller, and tries to inject some quiet moments
in a galaxy on the brink of destruction. Critically, Attack of the Clones
on the whole broke even with Phantom Menace - detractors called attention to Hayden Christensen's acting and the leaden love story - while praise was given for the Kenobi/clone plot, the CGI, and absolutely balls to the wall awesomeness of the last thirty minutes
Followed by Revenge of the Sith
Tropes Mostly Particular To This Film:
- Affably Evil: Count Dooku, in this installment.
- Agony Beam: Force Lightning
- Aggressive Negotiations: Trope Namer, while Anakin tells Padmé a story.
Aggressive negotiations? What's that? Anakin:
Ah, well, it's negotiations with a lightsaber
- A.I. Is a Crapshoot: One of the battle droids gets his head stuck onto C-3PO's body, which rendered it useless.
- Alas, Poor Yorick: Young Boba Fett holds the helmet of his father Jango Fett.
- Apologetic Attacker: C-3PO while his head is stuck to an autonomous battle droid's body.
- Arbitrarily Large Bank Account: One Jedi Master could order up an entire clone army and fleet of warships apparently without having to go through any kind of budget request to either the Jedi Council or the Senate.
- Turns out Sifo Dyas only placed the order. The funds were provided by Hego Damask, aka Darth Plagueis.
- Ascended Extra: The revelation of Jango and Boba Fett's involvement with the greater story of the galaxy is certainly because of Boba's surprising popularity in the original trilogy, where he was meant to be a low-key, nondescript badass.
- Ascended Glitch: Jedi Master Sifo-Dyas was originally "Sido-Dyas", a pseudonym for Sidious, which became a real Jedi after a typo occurred once in the original script.
- Aside Glance: When Anakin and Obi-Wan first meet Padme at her apartment, Jar-Jar gives a quick one with a grin, as if he's saying to the audience "Meesa still here!"
- Badass Army: The Clone Troopers.
- Badass Normal: Jango Fett proves to be exceptionally good at fighting (and killing) Jedi.
- Badass Grandpa: Yoda and Count Dooku.
- Back-to-Back Badasses: Obi-Wan and Mace Windu, briefly.
- Bare Your Midriff: Padmé's outfits are quite a bit more revealing in this film than the first, presumably because She Is All Grown Up (in universe, at least). In the Geonosis battle sequence, it occurs due to Clothing Damage.
- Big Damn Heroes: Twice in the final act of the film; first time occurs when Mace Windu shows up with over two hundred Jedi to rescue Anakin, Obi-Wan and Padmé from Dooku. After many of them being killed off in the following battle against the droids and Geonosians, it happens again; with Yoda and the Clone Troopers showing up (this one goes over much better; they actually win).
- Bittersweet Ending: The main heroes are saved, Padme and Anakin are married... but Count Dooku starts the Clone Wars and escapes, Anakin commits his first evil act, and Palpatine got emergency powers...
- Blatant Lies:
- Jango Fett: "I'm just a simple man trying to make my way in the universe."
- Palpatine: "It is with great reluctance that I have agreed to this calling. I love democracy. I love the Republic. The power you give me I will lay down when this crisis has abated."
- Bodyguard Crush: Anakin re-encounters Padmé Amidala, his childhood crush now having become a full-fledged infatuation. Tasked with being Padmé's bodyguard following several attempts on her life by Jango Fett and Zam Wesell, he accompanies her back to Naboo, where they become closer by the day, quickly falling in love, which is against the laws of the Jedi Order.
- Bottomless Magazines: A rare aversion for a Star Wars film. Just prior to the climactic fight with Dooku, when Anakin and co. are chasing his speeder in a Republic gunship, the only reason they don't avoid a lightsaber duel by shooting him down is that they ran out of missiles in the preceding battle.
- Butt Monkey: Obi-Wan certainly gets the crap kicked out of him in this one; dropped from a great height over Coruscant, head-butted, pummeled, lassoed and dragged by Jango Fett, taken captive, then chased repeatedly by an Acklay before finally being slashed by Dooku's lightsaber (the only time we see him lose a fight until the duel in Episode IV, which he arguably threw to save Luke).
- Call Back: Cliegg Lars tells Anakin and Padmé that after Shmi's abduction, he formed a search party of 30 people, but after being attacked by Sand People, only 4 people survived, including himself. In A New Hope, 30 Rebel starfighters were sent to destroy the Death Star ("We count 30 Rebel ships, Lord Vader."), and in the end, only 4 ships survived (Luke and Wedge's X-Wings, the Millennium Falcon, and a Y-Wing).
- Call Forward: Anakin's lightsaber in this film is a Palette Swap of the one used by Darth Vader during the Original Trilogy.
- "It seems that [R2] is carrying a message from an Obi-Wan Kenobi."
- Canon Immigrant: Aayla Secura, a Twilek Jedi who made an impression on George Lucas when he saw a comic book cover featuring her. She was a last minute addition to the movie, played by Amy Allen who was an employee of Industrial Light and Magic.
- Can't Use Stairs: The film shows R2D2 getting slowed down by Naboo city steps, but he still manages to keep up with the humans.
- Captain Obvious:
- In a deleted scene, where Anakin and Padmé are put on "trial" for espionage. Padmé tells Archduke Poggle the Lesser that he's committing an act of war, and says that she hopes he's prepared to face the consequences. Poggle responds with "We build weapons, Senator. Of course we're prepared!"
- Yoda: "But for certain, senator. In grave danger you are."
- Casual Danger Dialogue: Obi-Wan and Anakin are pretty fond of doing this. The most notable instance is while chasing Zam Wessel.
- The Cavalry: The above example with the Clone Troopers.
- Chained to a Rock: Anakin, Padmé, and Obi-Wan on Geonosis.
- The Champion: When Anakin professes his love for Padmé he says that he will do anything she asks.
- The Chessmaster: Dooku attempts to have Padmé assassinated and instigates a war between the Republic and the Separatists. And escapes at the end.
- Chewing the Scenery: Hayden Christensen was mostly criticized for Dull Surprise. But given that Evil Is Hammy, Anakin confessing his Tusken massacre to Amidala has an inflection only the Dark Side can provide.
- Cincinnatus: Subverted by Chancellor Palpatine, who is granted emergency powers and pledges to relinquish those powers as soon as the conflict is over. He never does, nor did he ever actually intend to.
- The City Narrows: The lower levels of Coruscant's giant city towers which are in permanent darkness due to the shadows of the impossibly tall buildings.
- Clone Army: Boba/Jango/Everyone Fett. Indeed, the Clones and by extension the early Stormtroopers are all clones of Jango Fett. They are genetically engineered for obedience and age at twice the normal rate, except for Boba.
- Contrived Coincidence: There are many, as there so often are in this universe where everybody has a destiny, but Shmi Skywalker dying just minutes after her son just happens to show up to rescue her stands out.
- Conveyor Belt-O-Doom: Several that Anakin and Padmé survive by the skin of their teeth in the droid factory on Geonosis.
- Cool Bike: The speeder bike that Anakin borrows from Owen.
- Cranium Chase: C3PO loses his head (which is attached to a battle droid body) and gets himself a battle droid head instead. Both parts of C3PO than travel to the Geonosis Arena with the battle droids, where R2 and a Jedi help reassemble C3PO.
- Deceased Fall-Guy Gambit: The whole deal with Sifo-Dyas in the backstory seems like this but isn't; it's all breezed over so quickly that misunderstandings are inevitable.
- Demoted to Extra: Jar Jar Binks plays a considerably smaller role in this film, despite still having a role to play later.
- Deus ex Machina: Just when it looks like Dooku and his cronies are going to execute the heroes and slaughter the Jedi sent to rescue them...a massive army of superhuman clone soldiers descends from the sky to rescue them, at just the right time.
- Disproportionate Retribution: Anakin massacres the entire village of Tuskan Raiders, including the children, to avenge his mother's death. It was personal.
- Disney Villain Death: Subverted with the Nexu that was attacking Padmé. Padmé, while on top of the execution pole with the Nexu trying to eat her, kicks it off. It seems like it died from the fall, only for it to get back up and attempt to resume its attempt at eating Padmé. The Nexu is then promptly rammed by a reek that Anakin has somehow managed to tame, killing it for real.
- Disposable Pilot: When Obi-Wan and Anakin board a clone-piloted gunship to pursue Dooku, said gunship is blasted into flaming scrap within ten seconds of them being dropped off.
- Dual Wielding: Anakin fights Dooku with two lightsabers at one point. Unfortunately, it only lasts a short while before he's forced to switch back to one.
- Dub Name Change: Count Dooku's name was changed to Dookan in the Brazilian dub, due to an unfortunate innuendo involving the character's name. The same happened with Syfo-dias, being changed to Zhaifo-Vias, for similar reasons (his original name sounds exactly like the Portuguese pronunciation for the less polite version of a famous trope)
- Dull Surprise: Not uncommon throughout the film.
- Elite Mook: The Super Battle Droids make their appearance, much more heavily armored than their skeletal cousins, and possessing enough firepower to force Mace Windu off the balcony.
- Emergency Authority: The Trope Namer. Palpatine manipulated the Galactic Senate to grant Emergency Powers to the Chancellor in the wake of the Separatist Crisis. This meant he received executive privilege to declare the creation of an army and extend his term of office long after it was constitutionally required to end. Such broad powers allowed him to write and pass the Sector Governance Decree, which allowed him to appoint military governors (read: Moffs) to every planet in the Republic.
- Fairytale Wedding Dress
- Fanservice: Several of Padmé's outfits, but especially her bare midriff due to Clothing Damage near the end of the film.
- Fanservice Extra: Aayla Secura. Although she has no lines and only appears briefly in a few scenes, in the days following the release of Attack of the Clones many Star Wars fans went online to find out who "that sexy twi'lek Jedi girl" was.
- At the very end of the film, the Imperial March plays as Palpatine looks over a mass of Clone Troopers, a very interesting use of music to do this.
- There's also Count Dooku switching off a hologram of the Death Star plans and taking them with him to keep safe.
- R5-D4, who blows his motivator in episode IV, rolls right by R2-D2 in the opening shot of Tatooine.
- "Why do I get the feeling you're going to be the death of me?" - Obi-Wan to Anakin. Come two episodes later...
- On the political side of the film, Padmé is told the people of Naboo wanted the constitution of their planet amended so she could stay in office. Meanwhile, on Coruscant, there's the constitution of the Republic about to be suspended so Palpatine can stay in office.
- R2-D2 and C3-PO, roaming in Tatooine, with a message for some Obi-Wan Kenobi. Sounds familiar...
- Anakin's own views on how the galaxy should run.
Anakin: We need a system where the politicians sit down and discuss the problem, agree what's in the best interest of all the people, and then do it.
Padmé: That's exactly what we do. The problem is the people don't always agree.
Anakin: Then maybe they should be made to.
Padmé: By who? Who's gonna make them?
Anakin: I don't know someone.
Anakin: No, not me. But someone. Someone wise.
Padmé: That sounds like a dictatorship to me.
- A subtle one with Anakin's lightsaber shaped exactly like the one he'll use as Darth Vader.
- Found the Killer, Lost the Murderer: Enacted by Jango Fett with great prejudice.
- Gunship Rescue: Yoda, Jedi Knights and a squad of Clone Troopers land gunships in the arena just in time to rescue Padmé and Anakin. Considered one of the most iconic examples of the trope.
- Held Gaze: This happens between Anakin and Padmé twice: once as a gentle lover's gaze into each other's eyes, and then later as an indicator they are about to Big Damn Kiss.
- Hollywood Tactics: The Jedi battle in the Geonosis arena features an army of supposedly invincible Jedi getting torn apart by battle droids, because they decided to abandon sound battle tactics for a Zerg Rush. The subsequent clone trooper assault is much more effective because it uses proper combined arms tactics. Justified in that the clone army, being an actual army, is trained specifically in such things, while the Jedi are not.
- Hurricane of Puns: The arena battle is full of them, starting with Obi Wan remarking that Padmé (who is climbing onto the top of the pillar she was chained to) "seems to be on top of things."
- See Threepio gets in a couple as well:
- "Oh, this is such a drag!" while Artoo tows his head from the droid body he was attached to...
- ..."I'm beside myself!" as Artoo brings Threepio's head to his proper body.
- Instant Thunder: Averted on Kamino, and lampshaded in the DVD Commentary.
- It Has Only Just Begun: The last lines of the film.
Obi-Wan: I have to admit that without the clones, it would have not been a victory.
Yoda: Victory? Victory you say? Master Obi-Wan, not victory. The shroud of the dark side has fallen. Begun the Clone War has.
- Also before that, before Dooku escapes Geonosis, he says this to Yoda:
- It Is Beyond Saving: The separatists use this rationalization in a deleted scene.
- Just Between You and Me: Dooku has Obi-Wan imprisoned and tells him the truth: Darth Sidious is in control of the Republic. Not only does this not backfire, it actually helps the Sith. By telling the Jedi this, they start investigating Republic senators and Sidious latches on to this to create tension between the Jedi and Republic, ultimately allowing him to declare them traitors. If they did nothing, Sidious continues his plan unbothered so he wins either way.
- Kick Chick: On the Geonosis arena, a female Jedi is seen gracefully kicking down droids.
- Legacy Character: This was the movie that turned Boba Fett into one; being the clone/son of Jango Fett. It was also the first time a definitive backstory was given for the mysterious bounty hunter.
- Leeroy Jenkins: Anakin's initial approach to fighting Dooku. It doesn't work.
- The Super Battle Droids are also like this. They're shown several times blasting or smashing aside droids that get in their way during battle.
- Let's Get Dangerous: So far (in the original trilogy and Episode I) Yoda had been just a teacher. This is the first film where Yoda steps into a real fight... and, despite his age and small size, proved quite capable to hold his own.
- Love Theme: "Across the Stars", a slow, appropriately melancholy, considering the eventual fates of the couple involved, piece with occasional faster, more militaristic portions reflecting a galaxy on the edge of war.
- Male Gaze: When Anakin and Padmé first reunite and Padmé says "Ani, my goodness, you've grown!", Anakin is clearly staring at her chest when he says "So have you..."
- Master of the Mixed Message: Anakin couldn't be more obvious about his attraction to Padmé if he'd tried. She turns him down, saying that they shouldn't be together... But she also takes him to a beautiful secluded lake house retreat with no one around for miles, wearing very revealing outfits.
- Master Swordsman: Yoda takes on Dooku, giving us two master swordsmen for the price of one. The novelization states that Dooku was well known in the Jedi order as one of their finest swordsmen, and the EU says his fighting style "Makashi" was designed solely for lightsaber dueling, unlike other styles that are more versatile.
- Minor Crime Reveals Major Plot: Assassination attempt on a senator → A clone army, that no one seems to remember ordering, ready just as the Supreme Chancellor commissions a Grand Army of the Republic to deal with the Separatist Crisis → (finally discovered in Revenge of the Sith) Plot by the Supreme Chancellor to overthrow the Republic and destroy the Jedi.
- Moment of Weakness: Anakin in the Sand People village.
- Monster Munch: One of the Geonosians gets eaten by one of the monsters (a Nexu) at the start of the arena scene.
- Morally Bankrupt Banker: A Planet of Hats of them in the Banking Clan.
- Ms. Fanservice: Padmé.
- My God, What Have I Done?: Anakin after his slaughter of the Tusken Raiders.
- Mythology Gag: Jango Fett bumping his head (with helmet on) on the door to Slave-1, in a manner much like that one Stormtrooper in A New Hope, and Boba's head-bump on Slave-1's door in The Empire Strikes Back. Seems head-bumping is genetic amongst the clones.
- Nice Hat: Watto looks better with his WWI-esque metal hat.
- Nice Job Breaking It, Hero: Padmé's decision to try and rescue Obi-Wan only results in her and Anakin getting captured and nearly executed. Obi-Wan even Lamp Shades this:
And then we decided to rescue you. Obi-Wan Kenobi: Good job.
- A Nazi by Any Other Name/Putting on the Reich: The ending where Palpatine is observing from a balcony regarding the Clone Troopers departing from Coruscant in the beginning of the Clone Wars gives some similarities to Nazi Germany, particularly Leni Riefenstahl's Triumph of the Will.
- Noodle Incident: Obi-wan and Anakin's prior assignment (the "border dispute on Ansion"). Also the time they fell into a gundark nest. Also, Obi-Wan's exasperated "I hate it when he does that" suggests Anakin has a habit of doing crazy things without informing him. What those past events were is, naturally, never elaborated upon.
- Now or Never Kiss: Anakin and Padmé when they're about to be executed.
- Of Corsets Sexy: Padmé's black leather dinner outfit, which almost enters "dominatrix" territory. No wonder Anakin feels she's sending him mixed messages.
- Off with His Head!: Mace Windu finally defeats Jango Fett by beheading him with his lightsaber.
- Oh, Crap: Kenobi gets this when he kicks Jango off the miles-high landing platform... and then realises he's still attached to him by a grappling hook.
- Oh, No... Not Again!: Anakin dives off a speeder in the middle of aerial traffic and all Obi-Wan can come up with is a mildly disgruntled "I hate it when he does that."
- This is also Anakin's reaction when his lightsaber is destroyed.
- One-Dimensional Thinking: Seen in the Force duel between Dooku and Yoda, where Yoda never thinks to push a falling pillar off to the side instead of keeping it suspended in midair.
- Only 0.2% Different: The clones. Lampshaded in one of the animated series when three clones are alone with Yoda, Yoda explains that though their faces may be alike (being clones of Jango Fett and all), through the force he can see their minds are as diverse as other human groups.
- One-Wheeled Wonder: The droid waitress WA-7 in Dexter's Diner on Coruscant serves customers while balanced upon a single wheel.
- Packed Hero: Threepio in the combat droid factory.
- The Paragon Always Rebels: Count Dooku.
- Pay Evil unto Evil: Anakin's slaughter of the Tusken Raiders for killing his mother.
- Psycho Strings: When Anakin begins his rampage against the Tusken Raiders.
- Pyrrhic Victory: Obi-Wan muses that he is grateful they have the clone army, otherwise they wouldn't have won the day. Yoda emphatically tells him it was not a victory, because the most devastating war in the history of the Republic started.
- Ramming Always Works: This is how Anakin saves Padmé from the Nexu: He manages to tame a Reek via the Force, and then promptly has it ram into a Nexu just as it was getting up from surviving a huge fall.
- Real Men Wear Pink: Mace Windu's purple lightsaber, the result of Executive Meddling by Samuel L. Jackson.
- Red Herring: When Anakin is trying to fight against the Geonosians inside of the Droid factory, he at one point gets his arm trapped within a piece of molded armor, and is drawing closer and closer to a crushing machine/cutting machine, causing the audience to think he'll lose his arm as a result of the battle. Turns out, he actually loses it during the battle with Dooku.
- Redshirt Army: The Jedi strike team that raids the Geonosian Arena.
- The Reptilians: Zam Wesell, the shape-shifting assassin, is one.
- Retcon: Mace Windu's lightsaber was originally supposed to be blue; his Phantom Menace toys came with a blue lightsaber, and he also had a blue blade in the Jedi Power Battles video game. Samuel L. Jackson requested a purple lightsaber to make him more distinct.
- Revenge Myopia: Nute Gunray wants revenge against Padmé for stopping him when he, you know, invaded her planet and enslaved her people. Talk about a sense of entitlement.
- Robotic Assembly Lines: The droid factory on Geonosis, where a battle takes place.
- Running Gag: The use of the word "possibly" in a somewhat sarcastic tone in response to a direct question.
- Sci-Fi Writers Have No Sense of Scale: Chapter 18 of the movie novelization explained that by "200,000 units," Lama Su meant 200,000 units of production, as in 200'000 clones, not 200,000 military units. That's roughly one trooper for every five planets in the Republic. EU writers who did have a sense of scale had to do some serious gymnastics to make that even remotely sensible, eventually settling on most of the fighting on the Republic side being done by local militias and the clones being reserved for strategically important battles.
- Sexy Backless Outfit: The dress Padmé wears to the lake house combines a halter top, backless to the waist, with Detached Sleeves and filmy drapery for an elegantly sexy look.
- Shirtless Scene: Anakin after waking up from his nightmare.
- Skewed Priorities: After Anakin's lightsaber is destroyed while he's trapped in the droid factory:
- Slowly Slipping Into Evil: Killing the Tusken Raiders is Anakin's first openly evil act, specifically intended to foreshadow his eventual fall.
- Soft Glass: Obi Wan jumps through one to go after the droid.
- Something Only They Would Say: Kind of: When Anakin meets Watto again and asks where Shmi Skywalker is, Watto wonders if he is Anakin, but then decides he really is Anakin after he notices that his pit droid was fixed.
- Spheroid Dropship: The Lucrehulk-class Core Ships are dual purpose ships. They're the central "command" core of the Trade Federation ships, but can also detach to serve as landing craft, or fly independently. This makes sense since they are supposed to be space tractor-trailer cargo haulers that the Trade Federation quickly slapped some guns on when they needed a war fleet.
- Padmé, to an extent.
- Most of the women in the nightclub that Zam Wessel hides in.
- Solar Sail: Count Dooku flees in a ship that is at least partially propelled by a small solar sail.
- So Last Season: During the Battle of Geonosis, destroying Core Ships proves to do nothing to stop the battle droids; in the novelization the first time this happened the droids would shut down briefly, then reactivate when their built-in processors kicked in.
- Start of Darkness: For Anakin.
- Supernormal Bindings: Obi-Wan, when captured by Count Dooku is held captive, suspended in midair in a containment field that also rotates him slowly. It has several features designed to make Jedi less able to use the Force to escape.
- Tempting Fate: "I guess I was wrong. There was no danger after all." Literally one second later...KABOOM!
- These Hands Have Killed: The first thing Anakin says when he looks at his own hands is to admit that he killed the Tusken Raiders.
- Title Drop: The German dub has Yoda deliver one at the end, in place of "Clone War". Badly done since it's in a negative context, implying that Yoda considers the clones the worst part of the mess, even though they're on the same side.
- Took a Level in Jerkass: Anakin to a very great extent. Kinda the point.
- Ungrateful Bastard: Anakin himself starts to show signs of this when he puts the blame on Obi-Wan for holding him back after he failed to save his mother at the Tusken Raider camp.
- Uniformity Exception: C-3PO is pushed into a battle droid assembly plant on Geonosis where his head is soon attached to a battle droid's body. C-3PO becomes part of the battalion of 'bots that are sent into the arena to fight the Jedi Knights. He's not really up to the task.
C-3PO: "What's that noise? A battle? Oh, there's been a horrible mistake! I'm programmed for etiquette, not destruction."
- Unlimited Wardrobe: Amidala's had this trope since the beginning of the saga. Every single scene change necessitates a new Pimped-Out Dress.
- Unwitting Instigator of Doom: The one thing that Jar Jar actually does in the movie other than stand in the background is to make a motion in the senate to grant Palpatine emergency powers. Good work there.
- Villains Never Lie: As per usual in Star Wars: Dooku tells Obi-Wan the truth, albeit leaving out the fairly significant detail that he himself is a Sith Lord.
- Watching the Sunset: As the Clone Army ships lift off near the end of the movie. Visual shorthand for "dark times ahead".
- We Have Become Complacent: The Jedi Order's surest sign of its blindness to the growing threat of Palpatine's scheme is when Obi-Wan was looking for info on the planet, Kamino, and there was none to be found. The Head Librarian, Jocasta Nu, is so sure of the archives' comprehensiveness that she automatically dismisses the planet's existence without the possibility of any other possibility of why there is no record. It finally takes one of Yoda's preteen students to suggest the obvious: that the Archives' records were tampered with to hide Kamino's existence.
- Weapon Jr.: "Training lightsabers" can be seen in use.
- Wham Line: "Welcome home, Lord Tyranus." Dooku was the one who recruited Jango Fett for the clone army.
- Anakin's line: "I killed them, all of them. Not just the men, but the women and the children too!