This page contains unmarked spoilers. You Have Been Warned!
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
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
Star Wars: Episode II Attack of the Clones, or simply known as Attack of the Clones, is the 2002 sequel to The Phantom Menace and the second installment in the Star Wars prequel trilogy. It is directed by George Lucas, with the screenplay by Lucas and Jonathan Hales (The Young Indiana Jones Chronicles) and the story by Lucas.
A decade after the Battle of Naboo, contention within the Galactic Republic leads to the creation of a government group known as the Separatists led by former Jedi Master Count Dooku (Christopher Lee), with tension between the two sides putting them on the cusp of a full scale war. When Senator Padmé Amidala (Natalie Portman), one of the biggest proponents to avoid a war, is the target of an attempted assassination, Obi-Wan Kenobi (Ewan McGregor) leads an investigation on the assassination, while his apprentice Anakin Skywalker (Hayden Christensen) is tasked with protecting Padmé, where they struggle with their growing attraction to each other and Anakin deals with personal demons and the lure of the Dark Side.
The film was released on May 16, 2002.
Please move any character tropes to the proper character page.
Attack of the Clones provides particular-to-this-theatrical-film examples of:
- 1-Dimensional Thinking: Its seen during the Force duel between Yoda and Count Dooku, where Yoda never thinks to push a falling pillar off to the side instead of keeping it suspended in midair.
- Actor Allusion:
- Christopher Lee plays an evil count whose name starts with a D, who is also 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 choose life is either this or coincidental placement of standard-issue Drugs Are Bad.
- Aggressive Negotiations: Trope Namer, while Anakin tells Padmé a story.Padmé: 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.
- Angelic Aliens: The Kaminoans◊ are a hybrid of Space Angels and The Greys. They dwell on the ocean world of Kamino and possess advanced cloning technology. They are peaceful and polite, although they unwittingly provide the Sith with the clone army that would later form the foundation for the army of the Galactic Empire, and their grace is shown in long necks, slow speech, narrow robes, and desaturated colors.
- 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.
- 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!"
- Assassination Attempt: The film opens with two assassination attempts on Senator Padme Amidala, forcing her into hiding along with the wholesome and untroubled Anakin Skywalker while Obi-Wan investigates who ordered the attacks.
- Assassins Are Always Betrayed: After Zam Wesell has been caught by Anakin Skywalker and Obi-Wan Kenobi, Jango Fett shoots her with a poison dart to keep her from spilling any details on their attempt to kill Senator Amidala.
- Asshole Victim: The Tusken raiders who murder Shmi, though Anakin killing their children was rather unwarranted, as Anakin would later lament to Padmé.
- Awesome, but Impractical: Anakin's Leeroy Jenkins moment against Count Dooku has him going at it with two lightsabers, but he lacks the skill necessary to keep it up for long and ends up getting himself disarmed, in both senses of the word.
- Back-to-Back Badasses:
- Obi-Wan and Mace Windu end up back to back in the final battle while deflecting enemy fire from the Droid Army.
- Anakin and Padmé make a rather spectacular team in the Geonosis arena, with Anakin deflecting blaster bolts away from Padme and himself, while she uses a discarded droid blaster rifle to pick off attackers with methodical precision.
- Bare Your Midriff: Padmé's outfits are quite a bit more revealing in this theatrical film than they were back in The Phantom Menace, presumably because She Is All Grown Up. During the Geonosis battle sequence, it occurs due to Clothing Damage.
- Bar Full of Aliens: Anakin and Obi-Wan pursue an attempted assassin into a bar in the lower levels of Coruscant. The clientele includes Twi-leks in the background and an alien who tries to sell Obi-Wan "death-sticks".
- Beastly Bloodsports: Anakin, Padmé, and Obi-Wan are almost killed by animals in the arena on Geonosis.
- Bilingual Bonus: The double that Padmé leaves while on her "extended leave" is named Dormé, which means "sleeper" in French.
- Bittersweet Ending: The main heroes are saved, Padmé 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." and "Always pleasure to meet a Jedi." Of course, he might meant that he's pleased in different way. Regardless, within the next five minutes, he's in full body armor trying to murder said Jedi.
- 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."
- Body Double: As before, Padmé employs women to impersonate her. This proves useful when an assassination attempt takes the life of one of her decoys.
- Bottomless Magazines: A rare aversion for a Star Wars theatrical film. Just prior to the climactic duel with Count 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.
- Bread and Circuses: In the Geonosis Arena, Obi-Wan disarms and dismounts a Geonosian riding by on an Orray so that he has a weapon to defend himself against the Acklay. The Geonosian recovers just in time to see the Acklay walking towards him and he gets stepped on by its spear-like leg. And the crowd cheers.
- Brick Joke:
- As Anakin chases Zam Wesell, Obi-Wan says that he doesn't hate flying, just the way Anakin flies. Later, in his pursuit for Jango Fett, he says "This is why I hate flying!" when Jango opens fire.
- Obi-Wan chastises Anakin's excuse for taking his time getting a speeder to rescue him, saying that if he spent half as much effort training as he did on his wit, he'd be a better swordsman than Yoda, who at that point had only been shown as a barely-mobile octo-centenarian. The fight before the final battle shows just how good a swordsman Yoda is when he needs to fight.
- What is more, Dooku makes the same claim of being more powerful than Yoda and gets proven wrong. After beating the other contender for the title no less. It seems that a Jedi defying the Grand Master is an early sign of defection.
- Butt-Monkey: Obi-Wan certainly gets the crap kicked out of him throughout the theatrical film; 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.
Owen: (to Anakin) Where are you going?
- Anakin's lightsaber in this film is a Palette Swap of the one that he will use as Darth Vader during the Original Trilogy.
- After his nightmare, Anakin stands in front of a window in the same pose from several scenes in The Empire Strikes Back.
- "It seems that [R2] is carrying a message from an Obi-Wan Kenobi."
- The clone trooper gunships have spherical turrets with a Converging-Stream Weapon emitting a green laser beam.
- An exasperated Obi-Wan to Anakin: "Why do I get the feeling you'll be the death of me?"
- Anakin gets hit by Force lightning from Count Dooku, referencing Vader's HeelFace Turn and death in Return of the Jedi.
- Anakin sits in the same spot his son will, and Owen will sit in the same spot his dad was in.
- Jango Fett bumps his head on the door to his ship as it's closing when he and Boba are leaving Kamino, referencing the Stormtrooper who famously bangs his head in A New Hope. It can be hard to see, but features the same "bonk" sound effect as when his jet pack hit the tower before exploding.
- The film's Big Bad has The Hero at his mercy and tries to convince him to switch sides by revealing he used to be the master of The Hero's mentor. Granted, it comes off more like "Obi-Wan, I am your father figure's father figure", but the parallels to The Empire Strikes Back are there.
- During his space battle with Slave I, Obi-Wan evades Jango Fett by powering his ship down and hiding on the side of an asteroid, just like how the Millennium Falcon hides from the Imperial Star Destroyer in The Empire Strikes Back. According to Lucas' director commentary, this was also meant to explain why Boba Fett sees through that trick in The Empire Strikes Back: he's seen it before, and remembers Obi-Wan trying it on his father.
- 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."
- Casting Gag: Having former Hammer Horror leading man Christopher Lee as the secondary villain Count Dooku, recalls A New Hope, where the secondary villain Grand Moff Tarkin was played by Hammer's other leading man, Peter Cushing.
- Casual Danger Dialogue: Obi-Wan and Anakin are pretty fond of ribbing each other in the heat of battle. The most notable instance is while chasing Zam Wessel, where each criticizes the other's tactics while jumping hundreds of feet from spacecraft to spacecraft.
- Casual High Drop:
- During a chase scene, Anakin politely says "If you'll excuse me" to Jedi Kenobi, then leaps out of their vehicle to plummet several stories through Coruscant's flying traffic to land on the assassin's vehicle. Kenobi grumbles, "I hate it when he does that."
- At the arena, Mace Windu confronts the separatist leaders in their balcony overlook, then leaps down to the arena floor, deflecting blaster bolts the whole way down.
- The Cavalry: 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).
- 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.
- Chekhov's Gun: Earlier on in the film, Obi-Wan says that Anakin's lightsaber skills might rival Yoda's if spent as much time practicing with it as he did being witty - and at no point in that film or the previous four to be released has Yoda wielded a lightsaber. Yoda does wield one at the end of this film though, and how.
- Chewing the Scenery: Hayden Christensen was mostly criticized for Dull Surprise. But given that Evil Is Hammy, Anakin confessing his Tusken massacre to Padmé has an inflection only the Dark Side can provide.
- 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 clone troopers 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.
- Conveniently Interrupted Document: Count Dooku and Senator Palpatine removed the Kamino system from the star charts in the Jedi library. Fortunately for Obi Wan, they forgot to adjust the rest of the map to compensate for gravity's pull.
- Converging-Stream Weapon: The Republic gunships' turrets look like miniature Death Star lasers.
- 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.
- Courtly Love: Keeping with George Lucas' love of different genres influencing his works (in this case, European medieval stories), Anakin and Padmé's courtship is this, right down to the young knight in shining armor wooing the beautiful woman of noble status.
- Cranium Chase: C-3PO loses his head (which is attached to a Battle Droid body) and gets himself a battle droid head instead. Both parts of C-3PO then travel to the Geonosis Arena with the Battle Droids, where R2 and a Jedi help reassemble C-3PO.
- Darker and Edgier: This film is notably much darker in tone than The Phantom Menace with assassination attempts on Padmé's life, the growing tensions in the Republic, Anakin's Start of Darkness after he slaughters the Tusken Raiders when they kidnapped, tortured, and killed his mother, Jango Fett getting beheaded on-screen in front of his son, and the start of the Clone Wars after massive deaths during the Battle of Geonosis.
- Deceased Fall-Guy Gambit: The whole deal with Sifo-Dyas in the backstory seems like it's just the Sith assigning blame to a random dead Jedi but it isn't; it's all breezed over so quickly that misunderstandings are inevitable.
- 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 Count Dooku, said gunship is blasted into flaming scrap within ten seconds of them being dropped off.
- Disproportionate Retribution: Anakin massacres the entire village of Tusken Raiders; not just the men, but the women, and the children too, to avenge his mother's death. It was personal.
- Dramatic Irony: Jango Fett, who was the template for the Republic clone army, is on the side of the Seperatists (if just for monetary reasons) and is killed by Mace Windu just before the Clone Troopers arrive to save the Jedi and start the first battle of the Clone Wars.
- Drugs Are Bad: According to Obi-Wan and his Jedi Mind Trick, if you're a drug dealer, "you should go home and rethink your life."
- 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.
- Dull Surprise: Often, the Jedi will react to terrifying news with a simple shake of the head and an emotionless condemnation, reflecting their ritual suppression of emotion.
- Dying Declaration of Love: Padmé confesses her feelings to Anakin right before they're brought out to be executed.
- 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.
- Evil Is Petty: Nute Gunray wants Padmé assasinated and to have her head brought to him simply because she brought him to justice for invading her planet and imprisoning and killing countless people. And this is after Gunray was acquitted for war crimes after four trials (which, admittedly, cost him a fortune in credits). This is especially nonsensical since Padmé is the leader of the opposition to the Republic using armed force against the Separatists, so the Separatist leaders should have a vested interest in keeping her around. Talk about having a sense of entitlement!
- Fairytale Wedding Dress: Padme's outfit during her and Anakin's wedding picnic is nothing short of this.
- Fanservice: Several of Padmé's outfits, but especially her bare midriff due to Clothing Damage near the end of the film, her form-fitting white combat suit, and her black leather Flapper-inspired strapless number. Next to nothing on the male side, although Anakin is briefly seen shirtless.
- Fantastic Drug: Elan Sleazebagganos "Death Sticks," which he tries to sell to a Obi-Wan to little success.
- Flames of Love: Anakin and Padmé first acknowledge and talk about their budding secret relationship illuminated only by a fireplace late at night.
- Found the Killer, Lost the Murderer: An assassin tries twice to kill Senator Amidala. When the Jedi capture the assassin, Jango Fett enacts this trope with great prejudice.
- Foreshadowing: It has its own page.
- Frontline General: The Jedi are made generals of the Grand Army of the Republic and lead the clone troopers into battle.
- Gambit Roulette: Darth Sidious' plan to start the Clone Wars required that the well-renowned bounty hunter Jango Fett failed to kill Padmé, would be sloppy enough to leave a clue that would lead a Jedi to the planet Kamino (which nobody in the Jedi Order knew existed due to it being erased from the Jedi Archives, and Obi-Wan only found it because his old friend had knowledge of it) and learn of the Clone Army, and a Jedi would go to Geonosis and get captured after they had relayed the existence of the Separatists so the Senate could be pressured into giving the Chancellor emergency powers.
- Genre Shift: Obi-Wan's story-arc in this film is as close as Star Wars has come to being an outright noir. The movie begins with him investigating a low-down bar that anticipates the Cantina, he then investigates and tries to unravel a conspiracy about a secret clone army by talking to informers, researching old records, traveling to a creepy place like Kamino, having a battle in the rain with Jango Fett, and then ending up captured anyway because he's too in over his head. The design of Coruscant's skyline at night with its neon lights and vibrant streetlights is also quite evocative of Blade Runner (and the industrial district where Palpatine confers with Dooku at the end is quite obviously inspired by the future-LA look of that film's opening scene).
- George Lucas Altered Version: It has its own page.
- 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.
- The Heavy: Count Dooku is working under Darth Sidious, though he's still the one to execute the Clone Wars and is the primary villain of the film.
- 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."
- 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.
- Hypocrite: "Hey, no droids!" Said by a droid bartender to R2.
- Hypocritical Humor: Obi-Wan says "I hate it when he does that!" in response to Anakin jumping out of his speeder to catch Zam's. Never mind that just a few minutes earlier, Obi-Wan himself dove straight through a glass window—of a building that's hundreds of storeys high—to catch Zam's droid.
- I Need a Freaking Drink: Who could blame Obi-Wan? You'd need one too after jumping out a window, getting shot at and then falling dozens of feet, only to land in a stolen speeder driven by a reckless, fearless Padawan.
- Instant Thunder: Averted on Kamino, and lampshaded in the DVD Commentary.
- It Has Only Just Begun:
Obi-Wan: I have to admit that without the clones, it would have not been a victory.
- The last lines of the film.
Yoda: Victory? Victory you say? Master Obi-Wan, not victory. The shroud of the dark side has fallen. Begun the Clone War has.
- When Dooku escapes Geonosis, he says this to Yoda:Dooku: This is just the beginning!
- It Is Beyond Saving: The Separatists use rationalizes that the Republic has become too corrupt to be saved from within in a deleted scene.
- The Jail Bait Wait: Padmé goes so far as to remark "You'll always be the little boy I knew on Tatooine."
- 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: In the Geonosis arena, a female Jedi is seen gracefully kicking down droids.
- Kick the Dog: Anakin's massacre of the Tusken Raiders. While they kind of deserved it after torturing and killing Shmi, it's clear that he killed everyone in the tribe, even those who had nothing to do with what happened to Shmi.
- Leeroy Jenkins:
- Anakin's initial approach to fighting Dooku is to swing at him wildly. It doesn't work and Anakin loses a hand for his troubles.Obi-Wan: We'll take him together. You go in slowly on the left—
Anakin: I'm taking him now! (attacks Dooku)
Obi-Wan: No, Anakin, no! NO!
(Dooku zaps Anakin with Force Lightning)
- The Super Battle Droids are also like this. They're shown several times blasting or smashing aside Battle Droids that get in their way during battle.
- Anakin's initial approach to fighting Dooku is to swing at him wildly. It doesn't work and Anakin loses a hand for his troubles.
- Let's Get Dangerous!: So far Yoda had just been shown as a teacher. This is the first film where Yoda steps into a real fight... and, despite his age and small size, proved quite capable of holding his own.
- Loophole Abuse: After Anakin re-transmits Obi-Wan's message to the Jedi Council, Mace Windu informs him the Jedi are on their way to rescue Obi-Wan, and orders him to stay with Padmé and continue to guard her. When Padmé points out to Anakin that she and he are much closer to the planet where Obi-Wan is than anyone else and the other Jedi aren't likely to arrive in time, Anakin insists that (for once) he's going to follow his orders and stay with her to keep her safe. Her solution is to insist that she's going to go rescue Obi-Wan, so in order to follow orders, he'll have to come with her. Interestingly, when their rescue attempt predictably gets them in trouble, Anakin doesn't bother pointing out that this was technically all her idea when Obi-Wan is chiding him for taking such a stupid risk.
- 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.
- Macross Missile Massacre:
- Male Gaze: When Padmé and Anakin are reunited and Padmé remarks that Anakin has grown, he replies "So have you" while staring at her breasts.
- 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 the most beautiful parts of Naboo while wearing a Sexy Backless Outfit.
- Minor Crime Reveals Major Plot: One spanning both this film and Revenge of the Sith. 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 → Plot by the Supreme Chancellor to overthrow the Republic and destroy the Jedi.
- Mohs Scale of Violence Hardness: It gets a very hard 4, thanks to several Tusken Raiders and Jango Fett being bloodlessly beheaded and Anakin Skywalker losing part of his arm in a lightsaber duel with Count Dooku.
- Moment of Weakness: Anakin gives into his rage after his mother dies in his arms. If Anakin is to be trusted, he proceeded to slaughter an entire village of Sand People, including women and children.
- 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.
- My God, What Have I Done?: Anakin after his slaughter of the Tusken Raiders."I...I killed them. I killed them all. They're dead! Every single one of them! And not just the men, but the women and the children too! They're like animals, and I slaughtered them like animals! I HATE THEM!"
- A Nazi by Any Other Name: 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.
- 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:Anakin Skywalker: Then we decided to come rescue you.
Obi-Wan Kenobi: Good job.
- 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.
- Novelization: Two versions, a junior novelization by Patricia C. Wrede, and an adult-oriented Adaptation Expansion by R.A. Salvatore.
- Now or Never Kiss: Anakin and Padmé do this 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 defeats Jango Fett by beheading him with his lightsaber.
- Oh, Crap!:
Obi-Wan: Oh, not good!
- 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.
- Obi-Wan gets another one during the arena battle after he lobs a spear at the attacking acklay. He manages to hit it in the shoulder, elicting a grin from the Jedi...until the beast rips the spear out and snaps it between its teeth. Obi-Wan's face completely depicts this trope as he realises he's thrown away his only weapon for the sake of inflicting a minor injury that's only made the acklay even angrier.
- 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.Anakin: Not again. [sighs] Obi-Wan's gonna kill me.
- One-Wheeled Wonder: The droid waitress WA-7 in Dexter's Diner on Coruscant serves customers while balanced upon a single wheel.
- Only 0.2% Different: The clone troopers. Lampshaded in The Clone Wars when three clone troopers are alone with Yoda and Yoda explains that though their faces may be alike (being clones of Jango Fett and all, modified only to age faster), through the Force he can see their minds are as diverse as other human groups.
- 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.
- A Pupil of Mine, Until He Turned to Evil: Dooku had started out as one of Yoda's students.
- Purple Is Powerful: Mace Windu's purple lightsaber. All of the other Jedi use blue and green.
- 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 has begun.
- 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. The Reek, like a giant space rhino, seems designed to take advantage of this trope.
- 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 Separatist 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 in a Call-Forward to The Empire Strikes Back. It turns out, he actually loses it during the battle with Dooku later.
- Redshirt Army: The Jedi strike team that raids the Geonosian Arena suffers heavy losses at the hand of Separatist Droid Mooks, despite having equal training to the main characters that cut up Droids like butter, due to facing thousands of droids all at once.
- Roaring Rampage of Revenge: After watching his mother die, Anakin kills all of the Tusken Raiders from the tribe that kidnapped her.
- Robotic Assembly Lines: The Separatist 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.
- In the commentary, Word of God is that each theatrical film has its own running gag, in this one it's Jedi losing their lightsabers. The film-specific running gags are interestingly most obvious in both "part two" films, with disarmed Jedi in Attack of the Clones and the malfunctioning hyperdrive in The Empire Strikes Back.
- Samus Is a Girl: In the opening scene, when the Republic cruiser is destroyed, one of the starfighter pilots takes off their helmet to reveal their identity as Padmé.
- Sci-Fi Writers Have No Sense of Scale: The canonical information presented via Star Wars: Complete Locations states that there were millions of clone divisionsnote in training at the outbreak of the war, contradicting the de-canonized novelization.
- 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 sleeps shirtless, as the audience sees once he wakes up from a nightmare.
- Shown Their Work: When the two Jedi are interrogating Zam Wesell to figure out who hired her, just as she's about to spill the beans, a projectile (later revealed to be a Kaminoan Sabre-Dart) imbeds itself in her neck, followed by the report of the weapon that fired it—though this may seem a plot contrivance to make sure that we're surprised by the dart, in actuality this is an example of this trope, as in reality, super-sonic weapons fired from a long range (Jango Fett is clearly a long way off in the subsequent shot) impact before the sound of their firing reaches the target, which is part of the reason why they're so deadly. You don't get to hear the shot and drop, as is often shown in cinema, you drop and then you hear the shot (or, if you're the target, your buddies do, but by then the shooter's usually re-located, again, as in the film.)
- Skewed Priorities: After Anakin's lightsaber is destroyed while he's trapped in the droid factory:Anakin: Not again. Obi-Wan's gonna kill me.
- 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 a window to go after a probe droid, and is completely unharmed by the shattered glass.
- 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.
- Also, in contrast to the battle droids becoming comic relief, the Super Battle Droids (those tall grey droids with an Arm Cannon) are introduced in the Geonosis battle and help kill many Jedi.
- 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. Although seeing several of them landed on Geonosis, clustered around each other, makes the scene amusing instead of ominous, if you've ever seen Spaceballs.
- Starcrossed Lovers: Jedi are forbidden from falling in love and having relationships, since that would rather interfere with the whole 'there is no passion' theme they've got going, and Padmé can't afford any damage to her reputation as a senator by having a public relationship, especially with a Jedi. It's not going to be an easy ride for them. (Their love theme is even called 'Across the Stars', as if it weren't obvious enough.)
- Start of Darkness: This film shows Boba Fett, a bounty hunter that first appeared as an adult in The Empire Strikes Back (production-wise), as a child. It's explained that Boba is actually a clone of his father, who was a bounty hunter that gets killed by the Jedi, leaving Boba an orphan with no direction in life.
- Padmé, to an extent. She arrives at the lake house in a totally backless gown, and wears a black leather corset to dinner with Anakin.
- Most of the women in the nightclub that Zam Wessell hides in.
- Sudden Soundtrack Stop: When Anakin and Padme first kiss, their Love Theme swells... and instantly fades out when Padme hurriedly breaks the kiss.
- 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". Its 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.
- Trailers Always Spoil: Count Dooku's effectiveness as a mysterious villain (as parodied in a Thumbnail Theatre) would undoubtedly have been more effective if his action figure packaging hadn't given away the fact that he was a Sith Lord months before the Attack of the Clones was released. Even if you never saw anything that gave away his Sith Lord status, the movie still did a horrible job of hiding it.
- 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 for her.
- Villain Reveals the Secret: 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.
- Villains Never Lie: As per usual in Star Wars: Dooku tells Obi-Wan the truth about the Separatists and the Clone Army, 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".
- Weapon Jr.: Yoda teaches a class of Jedi initiates with training lightsabers in one scene.
- We Can Rule Together: Dooku offers to set Obi-Wan free if he'll join the Separatist cause, much like Vader will do to Luke in The Empire Strikes Back. Obi-Wan refuses, of course.
- 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 considering any other possibility of why there is no record. It takes one of Yoda's preteen students to suggest the obvious: that the Archives' records were tampered with to hide Kamino's existence.
- Wham Line: "Welcome home, Lord Tyranus." This tells the audience Count Dooku was the one who recruited Jango Fett for the clone army.
- What Measure Is a Non-Human?: The films in general don't treat Tusken Raiders as much better than savages. As observed by several reviewers, Padmé doesn't react much to Anakin admitting to genocide of an entire Tusken Raider tribe, women and children included, for torturing his mother to death. On the other hand, considering they have been nothing but murderous assholes towards all the other races living on Tatooine it's hard to feel any pity for them.
- What Would X Do?: When Padmé falls out of the gunship and Anakin demands that they go back for her instead of pursuing Dooku.Obi-Wan: COME TO YOUR SENSES! What do you think Padmé would do if she were in your position?
Anakin: (beat) She would do her duty.