* ActorAllusion:
** Creator/ChristopherLee plays [[{{Dracula}} an evil count whose name starts with a D]], who is also [[Film/TheLordOfTheRings an evil, scheming "magician" who is used by the BigBad (who is also referred to as a "Dark Lord"), to build an army]].
** Obi-Wan Kenobi effectively telling a drug dealer to [[Literature/{{Trainspotting}} choose life]] is either this or coincidental placement of standard-issue DrugsAreBad.
* CastingGag: Having former Creator/HammerHorror leading man Creator/ChristopherLee as the secondary villain Count Dooku, recalls ''Film/ANewHope'', where the secondary villain Grand Moff Tarkin was played by Hammer's other leading man, Creator/PeterCushing.
* HeyItsThatGuy:
** Look closely and in a few scenes you can see Creator/RoseByrne (of ''{{Series/Damages}}'', ''Film/XMenFirstClass'', and ''Film/{{Bridesmaids}}'' fame) as one of Padme's handmaidens, Dorme.
** In the bar where Obi-Wan cuts Zam's arm, Anthony Daniels ([=C3PO=]), Ahmed Best (Jar-Jar Binks), and [[http://web.archive.org/web/20060216111100/http://www.starwars.com/episode-iii/bts/profile/f20051221/index.html George Lucas' daughters]] are patrons (his son appears as a Padawan in the library).
** [[Film/TheMatrix Mouse]] tries to sell Obi-Wan some death sticks.
* HeyItsThatVoice: [[HeyItsThatVoice/AttackOfTheClones Has its own page]].
* PlayingAgainstType: As opposed to a BadAss ActionHero type character, Samuel L. Jackson plays a role of a wise and reserved master of the Jedi order.
* ThrowItIn:
** The entire AggressiveNegotiations conversation during the dinner scene between Anakin and Padme was ad-libbed by Hayden Christensen and Natalie Portman at George Lucas' request, due to his not being happy with the romantic dialogue he wrote for that scene.
** Anakin's silhouette resembling Darth Vader just before he goes off to find his mother was a complete coincidence, and wasn't edited in.
** Jedi Master Sifo-Dyas was originally just a flimsy alias for Darth Sidious known as Sido-Dyas, but a typo was made in the script. Lucas preferred the new name, and the plot point about him was changed to make him an actual Jedi that had disappeared.
** Mace Windu having a purple lightsaber was at the request of SamuelLJackson. He was always planned to have either [[https://www.youtube.com/watch?v=4vGjNnZhJFI&t=15m20s blue or green until they were shooting.]]
* WhatCouldHaveBeen:
** A deleted scene shows Anakin and Padme's sentencing before the arena scene. It reveals they aren't being killed for opposing the new Confederacy, they're being executed for murdering all those innocent workers and security in the factory before they can use their political clout to squirm out of responsibility.
** The novelization of ''Return of the Jedi'' states that Owen Lars was Obi-Wan's brother, instead of Anakin's stepbrother as finally shown in the film.
** Sidious's new apprentice was originally going to be female, the character even got to the design phase, before being swapped for Dooku. These designs would go on and become the basis for Asajj Ventress' character in the EU, from where she was lifted into ''The Clone Wars''.
** Jedi Master Sifo-Dyas was supposed to be an alias for Darth Sidious known as Sido-Dyas instead of an actual Jedi.
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