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Film / Attack of the Clones
aka: Star Wars Episode II Attack Of The Clones

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Yoda: Victory? Victory, you say? Master Obi-Wan, not victory. The shroud of the Dark Side has fallen. Begun, the Clone War has...note 

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....

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 film 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. It was released on May 16th, 2002.

Ten years after the liberation of Naboo, the Galactic Republic is once again in crisis as a large number of outlying systems, backed by many of the galaxy's megacorporations and led by former Jedi Master Count Dooku (Christopher Lee), announce their intent to secede from the Republic. With tensions pushing both sides to the brink of war, Senator Padmé Amidala (Natalie Portman), one of the biggest proponents of a peaceful resolution to the conflict, becomes the target of an attempted assassination.

At the direction of the Jedi Council, Obi-Wan Kenobi (Ewan McGregor) leads an investigation into the assassination, untangling a web of conspiracy pointing to the involvement of the Jedi's ancient enemy, the Sith Order. Meanwhile, his apprentice, Anakin Skywalker (Hayden Christensen), is tasked with protecting Padmé, and the two soon find themselves struggling with their emotions for one another, forcing Anakin to confront some personal demons — and the lure of The Dark Side...

The film also stars Ian McDiarmid as Chancellor Palpatine, Samuel L. Jackson as Mace Windu, Anthony Daniels as C-3PO, Kenny Baker as R2-D2, Frank Oz as Yoda and Temuera Morrison as Jango Fett.

Its story is followed by The Clone Wars and Revenge of the Sith.

The film received two novelizations in English: an adult-oriented version by R.A. Salvatore, and a children's version by Patricia C. Wrede.


Begun, the Trope War has:

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    Tropes # to C 
  • 1-Dimensional Thinking: It’s 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.
  • Abandoned Warehouse: The movie ends with Count Dooku reporting to his master in a vacant factory complex.
  • Accents Aren't Hereditary: An inversion appears among the clones. They all speak with Temuera Morrison's New Zealand accent even though most of them likely haven't seen Jango Fett in person much, if at all, and the Kaminoans don't speak in said accent.
  • Action Film, Quiet Drama Scene: Anakin and Padmé confess their love to each other and kiss for the first time before being led to their execution by the Geonosians ... which doesn't exactly go as planned.
  • Action Prologue: The movie has a huge explosion right after the first line.
  • Actor Allusion:
  • 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.
  • Aim for the Horn: In the final arena battle, Mace narrowly avoids getting trampled by the rampaging, rhino-like Reek, until Mace slices one of its front tusks using his lightsaber.
  • Airborne Mook: Geonosian soldiers are winged members of their race, who can fly and are armed with shock sticks or sonic blasters.
  • Alas, Poor Villain: Sure, Jango Fett's a cold-blooded killer who tried to assassinate a Republic senator and kill a Jedi, but he did so just to make ends meet for his family. It's even more heartbreaking when you consider Jango's mistakes results in poor Boba having to fend for himself.
  • Alas, Poor Yorick: Young Boba Fett holds the helmet of his father Jango Fett.
  • All According to Plan: After escaping the battle, Dooku arrives on Coruscant and meets with Darth Sidious. He says that the war has begun, to which Sidious replies that everything is going as planned.
  • All There in the Manual: In the original movie novelization, the term 'unit' referred to units of product, meant to emphasize the cloning process as immensely dehumanizing.
  • Almost Dead Guy: Shmi survives the Tusken just long enough to break Anakin's heart by dying in his arms. Justified in that he felt her calling out through the Force and traveled to her as quickly as he could.
  • Ambiguous Situation: Given how quickly the Kamino arc shifts its focus back to the hunt for Jango, it's left unclear how, why and by whom the clone army was requisitioned. Jango's unfamiliarity with the name "Sifo-Dyas" suggests it was just a plot by the Sith, with them attributing it to Sifo-Dyas as a Deceased Fall-Guy Gambit. Later media clarifies that Sifo-Dyas indeed contacted the cloners on his own initiative after learning the Sith had returned, but the plan was co-opted by the Sith who assassinated him and separately hired Jango to serve as the genetic template. In the earliest drafts of the script it actually was entirely a Sith plot: the Jedi was called "Sido-Dyas" and was just an alias for Sidious, but Lucas later decided to make him a separate character and a real Jedi Master, complicating the plot but without expanding the explanation accordingly.
  • 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. Originally justified in that his name was "Sido-Dyas", and it was part of Sidious's Let's You and Him Fight plan; changing that to an actual Jedi Master trying to save the Republic from a Vagueness Is Coming he can sense through Force leaves this trope behind.
  • Armor Is Useless: Averted; Jango's armor is the only reason why he's able to take as much punishment as he does. Whether it's a beating from Obi-Wan, damage from a jetpack malfunction, or a blow from a reek, Jango's armor can take it.
  • Ascetic Aesthetic: Subverted with Tipoca City, which only seems this way because human eyes and Kaminoan eyes see different octaves of light.
  • Aside Glance: When Anakin and Obi-Wan first meet Padmé 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 Padmé 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.
  • Asteroid Thicket: Justified. The dense rock field that Obi-Wan chases Jango Fett through is Geonosis' ring, planetary rings actually being that dense in Real Life.
  • Attack Its Weak Point: Anakin demonstrates his tech savvy by ordering the gunship he's on to target the Techno Union Hardcell-class ships (the ones that look like and take off like real-life rocketships) right above their fuel cells.
  • Autobots, Rock Out!: An electric guitar is played in the OST version of "Zam the Assassin and the Chase Through Coruscant" that was meant to be played as Anakin and Obi-Wan get shocked in the power couplings, but it went unused.
  • 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.
  • Awesome Personnel Carrier: The AT-TE. Although not specifically referred to as a transport, it is one, and also mounts enough fire to be a respectable threat in their own right.
  • 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 Padmé and himself, while she uses a discarded droid blaster rifle to pick off attackers with methodical precision.
  • Badass Driver: Zam Wessell's a mean speeder pilot, as evidenced during her skillful evasion of Anakin in the busy airlanes of Coruscant.
  • Badass Normal: Jango Fett takes on Obi-Wan on even footing, kills a Jedi Master who was attacking the stands in the Geonosian arena, takes out the reek in a single shot, and manages to get the drop on Mace Windu twice, all without Force powers, cybernetics, or alien abilities. He's the only normal human in the Canon to have killed Jedi in open combat and fought Obi-Wan (a Jedi Knight) to a draw. There's a reason he was picked to be the prime human for the clones.
  • Bad Guy Bar: Obi-Wan and Anakin enter a seedy bar in the lower levels of Coruscant. A "Death Sticks" dealer tries selling his drug to Obi-Wan, only to end up Jedi Mind Tricked by Obi-Wan into abandoning his ways.
  • The Bad Guy Wins: The heroes might have won a surface victory on Geonosis, but make no mistake - the events of the film are the death knell for democracy and the Old Republic. The Clone Wars have started and Chancellor Palpatine has been granted emergency powers that he will inevitably abuse to install himself as the dictator of the evil Galactic Empire.
  • 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".
  • Battle in the Rain: Obi-Wan and Jango Fett get into a brief duel as the latter tries to leave Kamino on his ship, Slave 1. As Kamino is an ocean planet caught in a Perpetual Storm, this was bound to happen. Despite the harsh conditions and the fact that his opponent is a skilled Force-user, Jango manages to hold his own and escape.
  • Beastly Bloodsports: Anakin, Padmé, and Obi-Wan are almost killed by animals in the arena on Geonosis.
  • Big Bad: Count Dooku is The Heavy to Darth Sidious, though he's still the one to execute the Clone Wars and is the primary villain of the film.
  • Big Badass Battle Sequence: The Battle of Geonosis, with the freshly-revealed army of Republic Clone Troopers slugging it out against the fleeing fleets of the Confederacy of Independant Systems.
  • Big Brother Mentor: Obi-Wan and Anakin bounce between this and Like a Son to Me. Sometimes they trade quips and gently rib each other for mistakes (like Obi-Wan falling into a nest of gundarks). Other times Obi-Wan has to chide Anakin for not being as good as he thinks, acting recklessly, or going beyond their orders from the Council in protecting Padmé.
  • Big "NO!": Obi-Wan, when Anakin charges recklessly in to fight Dooku. Also, Yoda hears one from Qui-Gon's ethereal voice as Anakin slaughters the Tusken Raiders.
  • Bilingual Bonus:
    • The double that Padmé leaves while on her "extended leave" is named Dormé, which means "sleeper" in French.
    • Any fan with a grasp of knowledge of the languages of Star Wars can tell you that Zam Wessell's last words in Huttese translate to "Bounty hunter slimeball..."
  • 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.
  • Blade Lock: Count Dooku exploits this, pushing Obi-Wan's blade downward to give him an angle, and then sliding his blade up to incapacitate Obi-Wan with a couple of precise taps of the blade on Obi's arm and thigh while Obi-Wan's blade is unable to be re-angled in time. In the old Legends continuity, it was noted that Dooku was able to adjust the length of his saber to catch opponents off-guard in the midst of blade locks like these.
  • Blatant Lies:
    • Jango Fett: "I'm just a simple man trying to make my way in the universe." and "Always a pleasure to meet a Jedi." Of course, he might meant that he's pleased in a 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."
    • In a deleted scene, Padmé assures her parents that she's not really in danger. Her father doesn't buy it and later in a private conversation with Anakin, he asks him how much truly in danger she is. Anakin doesn't hesitate to tell him that she has experienced not one but two assassination attempts.
  • 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.
  • 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.
  • Bodyguarding a Badass: Jango Fett serves the role as Count Dooku's bodyguard during the initial phase of the Jedi assault on the Geonosian arena. Dooku needs protecting the way Jabba needs more food.
  • 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.
  • Brains and Brawn: Implied when Anakin describes Obi-Wan as being "as wise as Master Yoda and as powerful as Master Windu", suggesting that he sees Yoda as the brains of the Jedi Council and Mace Windu as the brawn.
  • Bread and Circuses: In the Geonosis Arena, Obi-Wan disarms and dismounts a Geonosian riding by on an Orray so that he can acquire 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.
  • Bring It: Count Dooku challenges Yoda with a lightsaber salute after wiping the floor with Obi-Wan and Anakin. Yoda responds by igniting his own weapon.
  • Buses Are for Freaks: After two close attempts to kill Senator Amidala on Coruscant she decides to retreat to her home world of Naboo. However, instead of a gleaming royal yacht, she and Jedi Skywalker take the Star Wars equivalent of a Greyhound shuttle, arriving on Naboo with other morose plebes.
  • 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.
  • By Wall That Is Holey: Anakin gets knocked down and his hand trapped under a droid part conveniently shaped so as not to crush his arm and trap him for a crucial minute and destroy his lightsaber.
  • Call-Forward:
    • 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're going to be the death of me?"
    • Anakin gets hit by Force lightning from Count Dooku, referencing Vader's Heel–Face 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.
      Owen: (to Anakin) Where are you going?
    • 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.
    • Obi-Wan cuts off a bad guy's arm in a bar. Unlike Episode IV, the bar patrons are horrified and stay silent until Obi-Wan and Anakin carry the injured Wessel out of the bar. This isn't a spice den on a wretched hive, it's a classy bar in the galactic capital, near the neighborhood where Senator's private quarters are located.
  • 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."
  • Cassandra Gambit: Count Dooku tells Obi-Wan Kenobi that much of the Galactic Senate was under Sith control, which Obi-Wan and the other Jedi interpret as a lie intended to sow division and distrust in the forces of the Republic.
  • 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.
  • Catch a Falling Star: The Coruscant Chase Scene. Although it's shown that Anakin flies under Obi-Wan with his Flying Car and starts dropping at a rate just slower than Obi-Wan, allowing Obi-Wan to fall in at a relatively small speed.
  • Cathartic Chores: Anakin Skywalker finds comfort in mechanics and repair work. Senator Padmé offers some lunch to padawan Anakin in the Lars's garage, where he's repairing a broken shifter. "Life seems so much simpler when I'm fixing things," he notes. Once he sets the wrench down, it begins an exposition on how tormented and wracked his spirit is.
  • 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 are 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 are chained to pillars in the Geonosian arena, with three monsters coming to devour them.
  • The Champion: When Anakin professes his love for Padmé, he says that he will do anything she asks.
  • Characterization By Action: The main trio distinguish themselves via their escape from their respective fates in the arena.
    • Padmé acts first, climbing up her chain to the top of the pillar, hoping to free herself. She gets injured by the Nexu and swings down on her chain to knock it to the ground before climbing back up and freeing herself with a lockpick she keeps in her hair. She acts quickly and decisively, thinks ahead, and is well prepared.
    • Obi-Wan is thinking of escape. He dodges the Acklay until it breaks his chain, which frees him while leaving his hands bound. He grabs a weapon from a guard and holds off the beast until Anakin shows up. "A Jedi thinks never of attack, only defense."
    • Anakin attacks. He leaps on the Reek Bull's back, wraps his chain around its central horn so its strength will break him free. He then uses the Force to dominate it and turn it into a steed, with his chain as the reins, which he uses to take out the Nexu. He and Padmé then go get Obi-Wan and he finally thinks to escape. Anakin focuses on attack and domination.
  • Chekhov's Gun: Earlier on in the film, Obi-Wan says that Anakin's lightsaber skills might rival Yoda's if he 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.
  • Chiaroscuro: Anakin cuts a power cable early in his duel with Dooku, apparently just so Anakin, drama queen, can get dramatic lighting for the bulk of the fight.
  • Cincinnatus: Invoked by Palpatine when he is granted emergency powers and announces that he will return them one the crisis is over. Naturally, that won't happen.
  • 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.
  • Climax Boss: Anakin's and Obi-Wan's first bout against Count Dooku is eerily similar to Luke Skywalker against Vader, as it marks a critical point in the trilogy where the Clone Wars kicks off. To make this even more jarring, Anakin loses a hand just like what he would do to his son many years later!
  • 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.
  • Clothing Damage: This happens to Padmé several times in the final third of the movie. A commentary on this now provides this trope's page quote.
  • Combat Parkour: Yoda's duel with Dooku involves lots of jumping and spinning, which are typical aspects of the Ataru style.
  • Complexity Addiction: Palpatine sends Dooku who sends Jango who sends Zam who sends a droid who sends worms to kill Padmé, all so that Jango can kill Zam with a Kaminoan dart and Obi-Wan can trace it to Kamino and find the clone army, after which Palpatine manipulates the Republic into making the clones their official army. If the plan hinged upon Obi-Wan finding the dart, there wasn't any need for Zam, the droid and the worms to get involved at all: Jango could just have fired the dart at Padmé and it wouldn't even matter whether or not he hits her.
  • Consummate Professional: Jango is all business when he's on the job; in the arena on Geonosis, he never once breaks his steely demeanor, even when Windu has a lightsaber at his throat.
  • Continuity Nod: When R2 transmits Obi-Wan's message, Threepio asks if Anakin knows anyone by that name, reflecting the fact that Obi-Wan stayed with the ship while Qui-Gon and Padmé went to find parts.
  • Contrasting Sequel Setting: While still featuring the thriving metropolis of Coruscant, the movie downplays the lush, pristine scenery seen in the previous film in favor of harsher worlds like the watery Kamino and the desert planet Geonosis (which is even more hostile than Tattooine).
  • 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 Close Planet: Dexter Jettster notes that the planet Kamino is 12 parsecs from the Rishi Maze. 12 parsecs is under 40 light-years, utterly tiny in galactic terms (the Milky Way is 170,000 light-years in diameter). It gets worse later when Obi-Wan specifies the locations of Kamino and the Rishi Maze on a map; scaling from this map renders the entire Star Wars galaxy as about 300 light-years in diameter.
  • 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: Anakin and Padmé find themselves inside the battle droid-producing foundries/factories on Geonosis and fall on a conveyor belt. Anakin battles Geonosians, and in the process has his lightsaber destroyed and his arm stamped on a metal plate. Padmé falls in a giant crucible and is only saved from being incinerated by molten metal by R2D2, who deactivates the machinery just in time.
  • 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.
  • Cradle of Loneliness: Boba Fett is seen cradling the helmet of his dead "father" Jango.
  • Cranial Processing Unit: C-3PO's and a battle droid get their heads switched. They both remain quite functional. There may be some secondary processing going on in the body though, as C-3PO doesn't seem to be in control of the body's actions and even seems to temporarily take on aspects of a military droid — for instance, shooting at people while apologizing profusely, or screaming things like "Die, Jedi!" then wondering why he would say such a thing.
  • 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.
  • Crazy-Prepared: Padmé thinks to keep a lockpick on her person. Knowing that they're coming to rescue Obi-Wan from capture, the Jedi think to bring a lightsaber for him. Knowing that Anakin also heard his message and had orders to stay away, they bring one for him, too, and a blaster for Padmé.
  • Creator Cameo: Anthony Daniels (C-3PO) and Ahmed Best (Jar Jar Binks) are patrons in the bar where Obi-Wan captures Zam.
  • Creepy Centipedes: After the failed assassination attempt with explosives, Zam tries to assassinate Amidala with two centipede-like bugs.
  • Crime of Passion: Anakin Skywalker takes his first step on the path to the Dark Side when, after witnessing his mother die from her injuries following her capture by Sand People, he flies into a rage and slaughters the entire tribe, including the women and children.
  • Cynicism Catalyst: The death of Anakin's mother, whom he promised to save in The Phantom Menace, marks his Start of Darkness.

    Tropes D to O 
  • Damsel out of Distress:
    • When Padmé faces execution alongside Anakin and Obi-Wan, she gets out of her handcuffs before the two Jedi and begins fighting back! Later, she uses her chains to beat the monster to near death, something neither guy ever did.
    • Padmé balks at the thought of going into hiding, refusing to hide in the face of two assassination attempts. Her justification for getting captured in the first place was, while her protector was told to stay out of the matter, he was also told to stay with her... and she's going.
  • 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.
  • Death Course: In the later half of the movie, Anakin and Padmé have to survive through what amounts to the unsafe Factory version.
  • Deathly Dies Irae: Dies Irae begins softly playing as Anakin admits to Padmé that he slaughtered the Tusken raiders that kidnapped his mother.
  • 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.
  • Defenseless Transports: The Techno Union Transports are completely unarmed but do have shields and hyperdrives. The Trade Federation Core Ships and Commerce Guild Cruisers from the same film were armed but the weapons negligible at best for any sort of prolonged combat.
  • Delayed Explosion: A realistic delay (light before sound) occurs with the explosion of the meteorites impacted by the missiles shot by Jango's ship while chasing Obi-Wan.
  • Depending Upon the Undependable: To authorize the creation of an army for the Republic, Chancellor Palpatine needs to be granted emergency powers by the Senate, and Senator Padmé Amidala is a notable opponent. When she narrowly survives several assassination attempts, she leaves Coruscant for her own safety and appoints Jar Jar, a clumsy and foolish klutz with no political education and limited military experience, as her temporary replacement. Sure enough, Jar Jar is easily duped by Palpatine and grants him emergency powers, paving the way for the army of the eventual Empire.
  • Died in Your Arms Tonight: Anakin finds his mother in the Sand People camp, only to helplessly watch her die in his arms. Her last words are telling him "I love you."
  • Disc-One Final Boss: Jango Fett faces off against Obi-Wan several times, but ultimately turns out to be just one of Count Dooku's minions, and gets unceremoniously killed off early in the climax.
  • Dismemberment Is Cheap: Anakin loses his hand, but has a prosthetic by the end. It has an obviously mechanical appearance, leading him to protect it with a glove.
  • 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.
  • Doting Parent: One of Jango Fett's redeeming qualities is his loving relationship to Boba.
  • Downer Beginning: As the scrolling text says, There is unrest in the Galactic Senate. Several thousand solar systems have declared their intentions to leave the Republic. Most of this due to Palpatine's underhanded work. The film itself opens by Padmé's ship being blown up.
  • Dramatic Irony: Jango Fett, who was the template for the Republic clone army, is on the side of the Separatists (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.
  • Dropped a Bridge on Him: Like his adopted son, Jango Fett's end is an abrupt and humiliating case of bad luck. When he attempts to take out Windu after the rampaging Reek has disarmed him of his lightsaber, the frantic monster - despite Windu painfully bisecting one of its horns a moment ago - goes for Jango instead, the resulting trampling disabling most of his gear except for his blaster. As Windu already got his lightsaber back, reality ensues as the Jedi Master handily deflects every blaster shot and beheads him in a matter of seconds.
  • 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. It ends up being a Not-So-Final Confession.
    Anakin: I thought we swore to keep it secret, that it would destroy our lives.
    Padmé: I think our lives are about to be destroyed anyway.
  • Dying Vocal Change: As she dies, Zam's voice changes to match her reversion to her true form, turning decidedly Voice of the Legion in the process.
  • Eating the Eye Candy: Several female club-goers get amorous ideas about Anakin as he combs the establishment for Zam.
  • Elite Mooks: The Super Battle Droids are more heavily armored and aggressive than the regular droids.
  • 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.
  • Energy Absorption: Yoda counters the Sith's Force Lightning by "catching" it with his hands, holding it for a moment, and sending it back towards its caster. It seems, however, that he can only absorb so much of it before it all explodes outward.
  • Even Evil Has Loved Ones: Jango reserved an unaltered clone of himself (Boba) to raise as his son.
  • Evil Is Petty: Nute Gunray wants Padmé assassinated 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!
  • Evil Mentor: Jango to his son, whom he raises to be as ruthless and greedy as himself.
  • Extremely Short Timespan: We only see a few days as Padmé survives several assassination attempts, she and Anakin fall in love by a lake, and Obi-Wan investigates the bounty hunter and seeks out Kamino. However, it may be that Obi-Wan's investigation took longer than we thought, as Padmé mentions Anakin had "another nightmare last night".
  • Fairytale Wedding Dress: Padmé's outfit during her and Anakin's wedding picnic is nothing short of this.
  • False Friend: Palpatine to Padmé, the Jedi Order, and Anakin in particular (albeit retroactively after the revelations of the next film).
  • 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 Sleazebaggano’s "Death Sticks," which he tries to sell to Obi-Wan to little success.
  • Fantastic Firearms: The Geonosians are shown using large guns that fire an explosive green energy orb of some kind. These are explained to be a form of sonic weapon in supplemental material, and very much not of the Sonic Stunner variety: one shot depicts one the size of a field artillery piece that blows a cluster of Jedi off their feet.
  • Fantastic Fruits and Vegetables: The shuura fruit appears in this film. It is more an example of Call a Rabbit a "Smeerp", since it's basically a pear.
  • Final Speech:
    • After Zam Wesell is hit by a saber dart loaded with an exceptionally virulent poison that will kill her in seconds, she isn't even able to intelligibly finish her sentence which would have informed the heroes who The Dragon of the man in front of the man behind the man was... though, to her credit, she tries.
    • Shmi does manage to say a few things to Anakin, but she eventually dies mid-phrase as she's saying "Anakin, I lo—"
  • Fire-Breathing Weapon: Jango Fett attacks Mace Windu with a miniature flamethrower in his left gauntlet. Windu jumps away quick enough that the only damage is to his outer layer of robes, which he quickly shucks.
  • Flames of Love: Anakin and Padmé first acknowledge and talk about their budding secret relationship illuminated only by a fireplace late at night.
  • Flaunting Your Fleets: During the display of Clones at the end, we see a bunch of star destroyers ready to take off in the background.
  • Flying Seafood Special: The Aiwha are whale-like creatures capable of leaping out of the sea and flying through immense, wing-like fins. Their name is itself a contraction of "air whale".
  • 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.
  • 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.
  • 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.
  • Glad You Thought of It: Palpatine pulls this gambit on Jar-Jar in order to force a declaration of emergency powers that will ultimately lead to his rise as Emperor. Interestingly, he does this by having his chief of staff drop the hint rather than doing so himself, leaving him free and clear of any accusations despite the hinting being obvious and heavy-handed.
  • GPS Evidence: A perfectly sensible example, as pinpointing which planet a rare weapon came from is quite a lot easier than it seems.
  • Great Big Library of Everything: The Jedi library is an enormous data collection belonging to a former smuggler; a whole planet is devoted to being a galactic library. Gravitational calculations prove that a planet MUST exist at a certain location, yet there is no record of such a planet, the librarian believes the library's records over the laws of physics. Just to drive home the point of how complacent the Old Republic had become.
  • Greed: Jango's main motivation is money and he never seems to get enough. Despite being paid handsomely for his role in creating the clone army, he continues to take jobs, eventually taking on a permanent position with Count Dooku.
  • Guns Akimbo: Jango Fett uses them when he fights Obi-Wan on Kamino, as would many of his clones.
  • 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.
  • Gun Twirling: Jango Fett does this before holstering his blaster. He even mimes blowing smoke away from the barrel. Given that he was wearing a (face-obscuring) helmet at the time, he probably did just to look cool.
  • Gut Feeling: When Anakin left his mother behind on Tatooine in the previous film, she tries to convince him that they will meet again. They do in this movie, but only when she's dying.
  • Gut Punch: Shmi's death and Anakin's reaction. In the previous hour, you were treated to an exciting action movie, complete with a chase, a mystery surrounding a dart, romance. Then, Anakin finds his mom dying, and you expect him to revive her. No, she dies and Anakin is inconsolable. You then get a long, painful sequence of seeing Anakin Trying Not to Cry before he goes on an offscreen rampage of the Tusken camp. Before that moment, he was a happy Jedi with a couple of angry moments for the most part. In this one, sole moment, he's not a boy, but a man - who is pissed at the Jedi…and the Sandpeople.
  • Guys Smash, Girls Shoot: During the battle of Geonosis, Anakin wields a lightsaber and Padmé uses a blaster. However, there are female lightsaber-wielding Jedi in supporting roles during that battle.
  • 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.
  • Hero Killer: Jango comes with an earthshaking reputation and largely lives up to it, fighting Obi-Wan to a draw, killing a Jedi Master and Council member during the arena battle, and actually getting off a few shots at Mace Windu before being slain.
  • Hollywood Tactics: The Jedi battle in the Geonosis arena features an army of elite 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.
  • Horn Attack: The Reek, during the arena sequence, uses its horns (all three of them) to gore through targets.
  • Hover Bike: Anakin Skywalker goes on a search for his kidnapped mother on his native planet of Tatooine using a swoop speeder bike. Count Dooku uses a Flitknot speeder bike to flee the Separatist headquarters on Geonosis as they are losing the battle that starts the Clone Wars.
  • Humongous Mecha: The AT-TE seen in this film, despite being "older" technology, has a much more sensible beetle-like design, with six legs and a low profile for stability. The AT-TE was far too vulnerable to mines, being only a few feet off the ground.
  • 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 you, 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 stories high—to catch Zam's droid.
    • R2-D2 is told to get out of a food-service line because droids aren't allowed in it... by a droid that's serving the food.
  • Iconic Sequel Character: This movie marked the debut of Count Dooku, who would become a recurring villain for the franchise's Clone Wars mythos.
  • If It Swims, It Flies: The flying/swimming steed on Kamino.
  • 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.
  • Imposed Handicap Training: The Jedi learn to block blaster bolts with their vision blocked so they use the Force rather than trying to react to what they're seeing. This was seen with Luke in A New Hope, but here it's shown that the children who are training to become Jedi undertake this kind of training as well.
  • Instant Thunder: Averted on Kamino, and lampshaded in the DVD commentary.
  • Interesting Situation Duel: The Battle in the Rain between Obi-Wan and Jango Fett on Kamino, where the two of them fight on a landing platform above the ocean at night.
  • Intimidation Demonstration: Dooku tries to intimidate Yoda by throwing machinery and rocks at him with the Force. Yoda isn't amused, however, and assumes an Ass Kicking Pose, whereupon Dooku gives up and draws his lightsaber.
  • Ironic Name: Early in the movie, Obi-Wan is trying to locate Kamino, the whereabouts of the mastermind behind the failed assassination of Padmé. The name Kamino comes from the Spanish word camino, which means "path". However, this planet was erased from the official map of the galaxy, so Obi-Wan is unable to locate it and thus cannot devise a path to reach it until he consults Yoda about it.
  • I Should Have Been Better: Anakin Skywalker feels this way after failing to save his mother in time. His desperation to become so powerful that such a thing never happens again makes a monster out of him as he pledges himself to Darth Sidious, immerses himself in the Dark Side of the Force, and becomes The Dreaded Darth Vader.
  • It Has Only Just Begun:
    • When Dooku escapes Geonosis, he says this to Yoda:
      Dooku: This is just the beginning!
    • 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.
  • It Is Beyond Saving: The Separatists rationalize that the Republic has become too corrupt to be saved from within in a deleted scene. The theatrical cut at least implies it with Dooku's pitch to Obi-Wan — how the Republic's fallen under the sway of the Dark Lord of the Sith and only external action can stop it.
  • I Want You to Meet an Old Friend of Mine: Eight years after Once Were Warriors, and Rena Owen (Taun We) is still asking Temuera Morrison (Jango) how his day went.
  • Jedi Mind Trick: Used by Obi-Wan to get a guy off his back at the bar, convincing him that he doesn't want to sell Obi-Wan deathsticks and that he wants to go home and rethink his life. Padmé also asks Anakin whether or not he could've mind tricked her into loving him, but Anakin assures her that it only works on the weak-minded.
  • Jerkass Has a Point: During the fight in the arena, Dooku points out to Windu that the Jedi are "impossibly outnumbered". And indeed, most of them are killed.
  • Jet Pack: As shown in this movie, R2-D2 is equipped with leg rockets.
  • 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 would continue his plan unbothered, so he wins either way.
  • Just in Time:
    • Having subdued Anakin (via force lightning) and Obi-Wan (via asskickery), Count Dooku is preparing to deliver the fatal blow to Obi-Wan when... Anakin makes a miracle recovery and blocks Dooku's lightsaber just in time. When Anakin is defeated once again (and losing a hand in the process), Dooku prepares once again to seal his victory, but then Yoda comes to the rescue.
    • Yoda arrives on Geonosis with the clone army right when the few surviving Jedi are all surrounded by the droid army.
    • The moment when Anakin and Obi-Wan save Padmé from the poison millipedes.
  • Karma Houdini: During Anakin and Padmé's meeting with Queen Apailana, an embittered Sio Bibble remarks that Nute Gunray has been tried 4 times by the Republic Supreme Court in the decade since the Blockade of Naboo. Not only has Gunray managed to avoid being held accountable for the invasion each time, but he's still the Viceroy of the Trade Federation in spite of all this. Considering the next film will reveal his Sith patron is the current Supreme Chancellor, the retroactive implication is Sidious protected Gunray both because he needs him and the Trade Federation for the Separatists and because he can't risk Gunray revealing too much to his enemies.
  • 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.
  • Knowledge Broker: Dex, the owner and chef of Dex's Diner. Since his place is popular with merchants, smugglers, and other frequent travelers, and as he's traveled all over and done more jobs than can be counted on his four hands, he often overhears things that no one else does and is willing to sell the info. In the movie, Obi-Wan goes to him to find information on the Kamino cloning project; he identifies the reclusive race whose world is so obscure that nobody noticed it being missing from the Jedi archives from a simple metal dart.
  • Leeroy Jenkins:
    • Due to his anger over Padmé being hurt getting the best of him, Anakin's initial approach to fighting Dooku is to swing at him wildly. It doesn't work, even when a bout of Dual Wielding gets thrown in, 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.
  • 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.
  • Like a Son to Me: Obi-Wan and Anakin bounce between this and Big Brother Mentor. Sometimes they trade quips and gently rib each other for mistakes (like Obi-Wan falling into a nest of gundarks). Other times Obi-Wan has to chide Anakin for not being as good as he thinks, acting recklessly, or going beyond their orders from the Council in protecting Padmé.
  • Literal Disarming:
    • Obi-Wan slices off the forearm of bounty hunter Zam Wesell as she tries to pull a blaster on him, in an Internal Homage to the barfight scene in A New Hope.
    • Anakin's duel against Dooku ends when Dooku cuts off his lightsaber hand and Force-throws him aside, earning him the first of his artificial limbs.
  • 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.
  • Losing a Shoe in the Struggle: Padmé Amidala's handmaiden Cordé is blown out of her shoes when the Naboo Star Cruiser carrying her is bombed by Zam Wessell in an assassination attempt.
  • Losing Your Head: Mace Windu cuts off Jango Fett's right hand in combat, and since Jango is known for Dual Wielding pistols and has a flamethrower and who knows how many other weapons on his person, beheads him too.
  • 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.
  • Lying by Omission: Count Dooku unsuccessfully attempts to persuade Obi-Wan Kenobi to switch sides to the Separatists by expounding on the corruption of the Republic Senate and that the Republic is now under the control of the Dark Lord of the Sith. This is, in fact, literally true, but for obvious reasons, he omits the part where Darth Sidious is also his own master and is simultaneously puppeteering the Separatists.
  • Macross Missile Massacre:
    • The Republic gunships fire a lot of missiles during the First Battle of Geonosis. Averting Bottomless Magazines, this means they've run out when chasing Dooku's speeder.
    • The Separatists have a droid tank (appropriately called the Hailfire) that is built around this.
  • 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.
  • Men Are the Expendable Gender: Anakin implies this when talking about his slaughter of the Tusken Raiders to Padmé, saying that he killed not only the men, but the women and children as well.
  • Million Mook March: Two such scenes. Once on Kamino when the clones provide a display for Obi-Wan, and again at the end when the clone army marches in formation on Coruscant as they depart for war. The trope's name is averted at this point, however, as the clones are not actually evil yet.
  • 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.
  • 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.
  • Motile Vehicular Components: Count Dooku's personal ship is able to deploy a hidden Solar Sail by opening up its quadrupartite nose cone.
  • Musicalis Interruptus: Occurs when Anakin and Padmé are about to kiss and then she decides not to.
  • 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!"
  • My Significance Sense Is Tingling:
    • When Anakin slaughters the Tusken village, Yoda can sense his pain and hear the ghost of Qui-Gon yelling at him to stop.
    • Yoda can then sense when Anakin is having another tantrum during the Battle of Geonosis.
  • A Nazi by Any Other Name: The ending where Palpatine observes the Clone Troopers departing from Coruscant bears some similarities to Nazi Germany, particularly Triumph of the Will.
  • Near-Villain Victory: Count Dooku has the surviving Jedi on Geonosis trapped before the Republican gunships arrive.
  • Never Recycle Your Schemes: In The Phantom Menace, the protagonists take out the bad guys' droid army by destroying the singular control ship, without which the droids all shut down immediately. In this film, the coalition of bad guys field an even larger droid army, and this time the protagonists fight back with a clone army of their own, and no one even brings up the possibility of destroying a single control point to take out the entire droid army again. Apparently there was a deleted scene where a small group of Jedi attempt to reuse the strategy from The Phantom Menace and destroy what they think is the new droid control ship—but the droid army only shuts down for a few seconds before reactivating, revealing the bad guys added redundant control systems specifically to prevent that strategy from working again.
  • 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.
  • No-Sell:
    • Dooku uses a mixture of lies and the truth to try and confuse Obi-Wan and get him to join the Separatist cause, telling him the Republic is under the control of a Sith Lord named Sidious, manipulating hundreds of Senators. That Dooku also lies about Jango Fett's presence on Geonosis and since the Jedi never sensed this Sidious means Obi-Wan turns him down cold.
    • When Dooku uses Force Lightning against Obi-Wan, he easily stops it with a lightsaber. Yoda can send it back to Dooku barehanded.
  • Not-So-Final Confession: Anakin and Padmé have been keeping their feelings for each other under wraps because of their duties to the Jedi Order and their government, respectively. However, when they're set to die in the Gladiator Games, they confess their feelings for each other and share a kiss...and then eventually escape the arena. They later end up in a Secret Relationship, which plays a role in Anakin's descent into the dark side of the Force.
  • 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!:
    • Kenobi gets this when he kicks Jango off the miles-high landing platform... and then realizes he's still attached to him by a grappling hook.
      Obi-Wan: Oh, not good!
    • 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, eliciting 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 realizes 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.
  • One-Woman Wail: There is one as Dooku arrives on Coruscant to tell Sidious that the war has begun.
  • Only in It for the Money: One reason for fan confusion about who created the clone army, why, and for whom, is because Jango Fett works for them and the Separatists, leading fans to speculate the Sith created it with Sifo Dyas thrown in as a Deceased Fall-Guy Gambit. Not helping the confusion that originally his name was "Sido-Dyas", and was in fact Darth Sidious, and that Jango was contacted by a man named Tyranus, which is Dooku's Sith name. This was changed and expanded on in other media: he was always with the Council and created the army for the Republic, believing a great conflict was coming. This means Sidious wasn't behind the army's creation, and that Jango was working for the Kaminoans and the Separatists because he's a bounty hunter in it for the money.
  • Outside Ride: Anakin hangs on to the outside of Bounty Hunter Zam Wessell's enclosed speeder during part of the Coruscant chase sequence, after jumping out of his and Obi-Wan's speeder.

    Tropes P to Z 
  • Packed Hero: Threepio gets a variation of this in the Geonosian droid factory, where he stumbles onto a production lin and has his head welded onto a Battle Droid body and vice versa. Anakin undergoes something similar when his arm gets trapped in a piece of welded metal plating.
  • Pay Evil unto Evil: Anakin's slaughter of the Tusken Raiders for killing his mother.
  • Pardon My Klingon: When Obi-Wan meets Jango Fett for the first time face-to-face, Jango tells Boba to close the door to the bedroom, hiding his distinctive Mandalorian armor, in an unspecified language. Curiously, none of the ancillary sources can agree on what language it is, with the screenplay and novelization of the film both stating the line was spoken in Huttese, which would make little sense as Obi-Wan is shown on multiple occasions to at least be able to understand Huttese. The junior novelization claims it's a more generic "coded language", which is actually true because the phrase is actually mostly "the door" backwards, with a little bit of actual gibberish thrown in for good measure.
    Jango Fett: Uh Boba, rood eht so-heeck.
  • Passive-Aggressive Kombat: Obi-Wan's brief meeting with Jango Fett, to the point that Boba Fett's origin story contains a comparison between that conversation and a swordfight.
  • Perpetual Storm: Kamino is an ocean planet, and has a perpetually stormy surface.
  • Planar Shockwave: The shock bombs dropped from Jango Fett's ship: The resulting explosion is focused into a thin disk shape that seems to simply cut through the surrounding asteroids. Which given that space is three-dimensional makes them extremely ineffective weapons that only work because Obi-Wan seems not to be aware of that fact.
  • Planetville: Inverted when seemingly the entire Republic except for Palpatine is unaware that Count Dooku is on Coruscant, the Republic's capital, at the end of the film.
  • Plausible Deniability: Dooku has a ready excuse for why he left the Jedi Order and started the Separatist movement: the Republic has fallen under the sway of a Dark Lord of the Sith who has hundreds of senators under his sway. This has the bonus of being entirely true. Unfortunately, Obi-Wan found him in the middle of a factory constructing a new army after chasing the bounty hunter who was trying to kill Padmé.
  • Playful Pursuit: One of the bonding scenes in the Falling-in-Love Montage between Padmé and Anakin had both of them chasing after each other in a playful way on the meadows of Naboo.
  • Please, Don't Leave Me:
    • Padmé begs her bodyguard (who has been posing as her) not to die on her in the opening scene.
    • Anakin finding his mother, who was captured and tortured by the Tusken Raiders, and cries for her to stay with him. She's only able to smile in happiness at getting to see him one last time before dying as he cradles her.
  • Plot-Sensitive Button: Padmé Amidala pressed a red button on her ship control panel to transmit Obi-Wan's message to the Jedi Council, and later pressed the same button to show Anakin the holographic map of Geonosis.
  • Pocket Rocket Launcher: Jango Fett's armor has a single-shot missile launcher on the top of his jetpack; the missile is about as big around as his wrist and as long as his forearm. He fires it at Obi-wan Kenobi during their fight on Kamino, narrowly missing him.
  • Pragmatic Villainy: Jango Fett only kills Zam Wesell to ensure the safety of his employer's plans. His general philosophy seems to be this as well, only doing jobs for the credits, with little of the sadism, sleaziness or ulterior motives of his contemporaries.
  • Pre-Explosion Buildup: Jango Fett uses "seismic charges" against Obi-Wan. Before they explode, there is a second of complete silence. Even the audible silence of space stops for a moment.
  • Pstandard Psychic Pstance: when Yoda was holding up a pillar to prevent some other Jedi from being crushed by it, he was using both hands and shaking besides.
  • "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.
  • Punchclock Villain: Jango's in it for the credits and his son. While he did try to kill Obi-Wan, it was to cover his own escape, not out of any personal grudge.
  • 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.
  • Radar Is Useless: Exaggerated. Not only is Mace Windu able to infiltrate Geonosis with approximately a hundred Jedi and take the Separatist leaders completely off-guard despite them having a whole droid army stationed there (which would presumably merit some defences), but Yoda is able to follow shortly after with an entire invasion force of clone troopers, complete with air support, armor, and artillery.
  • Railing Kill: Coleman Trebor attempts to assassinate Count Dooku in the balcony overseeing the Petranaki Battle Arena, but is shot by Jango Fett and falls backward over the balcony railing, about 50 feet or so down to his death.
  • 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.
  • 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.
  • Reptilian Conspiracy: A shapeshifting Lizard Folk assassin comes for Senator Amidala.
  • Retroactive Idiot Ball: In The Phantom Menace, the reason that the Trade Federation is blockading Naboo is to get the Galactic Republic to lower/remove the taxes on trade routes. This film established that the Republic doesn't have an army. With the knowledge presented here, the Trade Federation would have just been better off blockading or invading Coruscant instead to protest the taxes.
  • Reverse Psychology: Count Dooku uses reverse psychology on the Jedi by telling them in a Sarcastic Confession exactly what's going on with the Sith conspiracy. It backfires: they take the wise course of action and decide not to flat out believe it, but keep their eyes peeled.
  • 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, Lucas says 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.
  • Sarcastic Well Wishing: This is Obi-Wan's reaction to Anakin and Padmé getting caught:
    Obi-Wan: I was beginning to wonder if you'd got my message.
    Anakin: I retransmitted it, just as you requested, Master. Then we decided to come and rescue you.
    Obi-Wan: (looking at his chains) Good job.
  • 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.
    • During the chase scene over Coruscant, Anakin and Obi-Wan initially assume that Zam Wesell is a male until Anakin points out that "'he' is a 'she'" and is a changeling.
  • Scared of What's Behind You: Happens during the battle in the Geonosian arena when two battle droids suddenly run away from Obi-Wan after seeing the acklay behind him. His response is to slice the thing to pieces.
  • Sci-Fi Writers Have No Sense of Scale: Lama Su says "200,000 units are ready, with a million more well on the way". The novelization establishes that a "unit" is a "unit of product" and referred to an individual clone, and later works even after the Disney acquisition including the Complete Locations book would continue this trend. The cumulative total implied is absurdly low for an army comprising almost the entire fighting force of a Republic that, according to the same novelization and the previous one, is made up of a hundred thousand worlds, tens of thousands of civilized star systems and has a population which includes trillions of commonfolk (assuming not single-digit trillions, or there'd be even more issues). The junior novelization even goes so far as to have Obi-Wan darkly muse that a million-strong clone army could take over the Republic.
  • Sdrawkcab Speech: When Obi-Wan first meets Jango Fett, the latter says to his clone son, Boba, "Rood eht so-heeck," instructing Boba to close a door and hide his Mandalorian armor. Some sources identify this as a "coded language", but the first two words spoken are "the door" backwards. The rest is gibberish.
  • Seen It All: Given Obi-Wan's comments on Anakin's reckless stunts during the Chase Scene, from flying through power couplings to Anakin skydiving off his speeder, it's heavily implied that Anakin has done these at least once before and Obi-Wan was the witness to such.
  • See No Evil, Hear No Evil: Padmé and the Jedi rescue squad are backed into a ring in the centre of an arena. Though surrounded only by the relative quiet of droids making clicking noises, it still takes Padmé to shout "Look!" and a shot of the sky to trigger the BRRRRRRZZZZZ of the descending clone gunships. This is doubly surprising when one considers the arena is the shape of a giant ear.
  • Separated by a Common Language: Many non-American viewers were confused about Dex's statement that how friendly Kaminoans are depends on "how big your pocketbook is". Not only is "pocketbook" not a term in Commonwealth English, it's not even common enough in American English to have entered non-American Anglophones' passive vocabulary through Pop-Cultural Osmosis. A formulation that would have made sense to viewers on both sides of the Atlantic might have been "how deep your pockets are".
  • Settle It Without Weapons: Inverted. After Yoda demonstrates that he can block Dooku's Force Lightning, Dooku declares that it'll have to come down to pure swordsmanship. Yoda, silently agreeing, draws his own lightsaber.
  • 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.
  • Short-Lived Aerial Escape: When the Separatists retreat from the battle on Geonosis, the Republic forces are able to stop one of the transports from escaping by concentrating fire on it, bringing it crashing back down shortly after launch. Also averted because several other ships do manage to escape.
  • Shown Their Work: When the two Jedi interrogate Zam Wesell to found out who hired her, a projectile silences her before she can talk, followed by the sound of the shot. Though this may seem a contrivance to ensure that we're given no warning of the dart, in reality, supersonic weapons fired from a long range impact before the sound of their firing reaches the target, which is part of the reason why they're so deadly as it gives the shooter time to relocate.
  • 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.
  • Smashing Hallway Traps of Doom: The stamping presses on the conveyor belt of the droid factory qualifies. It also has the bladed kind later on. Also, one wonders how a machine designed to stamp metal plates into flat shapes actually molds said metal around his squishy squishy non-robotic arm.
  • Soft Glass: Obi-Wan jumps a window to go after a probe droid, and is completely unharmed by the shattered glass. It's entirely possible he shattered the window with the Force just before he jumped out, though.
  • 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.
  • Spin Attack: Anakin tries Dual Wielding against Count Dooku with a lot of spinning (he did say it was a good trick, after all) but it's rather ineffective. Yoda, on the other hand, uses a ton of spinning attacks against Dooku and fares much better.
  • Spotting the Thread: While the Kamino system itself has been deleted from the Jedi archives, its gravitational influence on surrounding systems remains and is clearly detectable, allowing Obi-Wan to deduce that there is something in that spot.
  • Square-Cube Law: The Jedi Starfighter seen in this film is very fast and maneuverable, able to evade a homing missile through an asteroid ring.
  • Star-Crossed 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 who first appeared in The Empire Strikes Back, 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.
    • Anakin slaughtering the Tusken village is the first dark side act he commits on-screen. It also reveals his refusal to accept the inevitability of death, which will play a huge role in his Face–Heel Turn in the next film.
  • Storming the Castle: The Jedi Knights storm the Geonosian arena in order to rescue Anakin, Padmé and Obi-Wan.
  • Stripperiffic:
    • 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 Padmé first kiss, their Love Theme swells... and instantly fades out when Padmé 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.
  • Super-Persistent Missile: The seeker torpedo that Jango Fett fires at Obi-Wan actually chases Obi-Wan's starfighter through an asteroid field. Obi-Wan barely managed to escape from said missile, with the assistance of his protocol droid R4 dislodging debris to finally take out said missile.
  • Super Window Jump: Obi-Wan jumps through the window to grab the killer-bug carrying droid.
  • Sure, Let's Go with That: When Obi-Wan reaches Kamino, he's surprised to learn that the Kaminoans have been expecting a Jedi to show up for nearly ten years. He does his best to act like he's here on business while figuring out what's going on.
  • Switch to English: The conversation between Watto and Anakin (originally in Huttese) takes this turn when Anakin brings up his mother.
  • Tableau: The film closes with Padmé and Anakin (along with R2-D2 and C-3PO) on a Naboo balcony being married.
  • Talking Is a Free Action: Dooku tries to intimidate Obi-Wan with threats and Force lightning, but Obi-Wan disregards it. He also tries to intimidate Yoda with his Force powers, but Yoda just responds by blocking all of his attacks.
  • Talking to the Dead: Cliegg and Anakin give Shmi their final respects at her funeral.
    Cliegg: I know wherever you are it's become a better place. You were the most loving partner a man could ever have. Good-bye, my darling wife. And thank you.
    Anakin: I wasn't strong enough to save you, Mom. I wasn't strong enough. But I promise I won't fail again. I miss you... so much.
  • Tempting Fate: "I guess I was wrong. There was no danger after all." Literally one second later...KABOOM!
  • That Was Not a Dream: After C-3PO wakes up in the Geonosis arena after having his head attached to a battle droid's body (and vice versa), he looks to R2-D2 and says 'I've had the most peculiar dream...'
  • Theme Song Reveal: At the end of the credits music, the "Across The Stars" piece turns into the Imperial March.
  • 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.
  • This Was Her True Form: Zam Wessell reverts to her Clawdite form after Jango kills her, though she momentarily reveals it during the Chase Scene.
  • Thwarted Coup de Grâce: Dooku brings down Obi-Wan, but before he can deliver the final blow, a previously electrocuted Anakin gets better and jumps across the room to block it.
  • Time-Passage Beard: Obi-Wan Kenobi now has a beard that he has grown since the last movie. This was filmed three years after The Phantom Menace, but ten years passed in-story. Thus in addition to showing the passage of time, the beard helps baby-faced Ewan McGregor, now several years younger than his character is supposed to be thanks to the Time Skip, look a little closer to his character's age. Also, it moves him visually closer to the older version of his character in A New Hope, who also has a beard.
  • Title Drop: The German dub has Yoda deliver one at the end, in place of "Clone War". It's 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.
  • Toxic Friend Influence: Palpatine to Anakin. In the decade since the Naboo Blockade, Palpatine has remained interested in Anakin's career and become, for all intents, a kindly old Uncle doting on his favorite nephew. Anakin trusts him implictly and the Chancellor offers the kind of advice and encouragement the young Padawan can't and won't get from Obi-Wan. In the context of this film, it's made clear that while Palpatine means well, his advice is only stoking Anakin's ego and fueling much of the friction between him and Obi-Wan. As the next film will reveal Palpatine's really Darth Sidious, of course, this is retroactively all intentional. Palpatine's playing the Long Game with Anakin, slowly and carefully corrupting the Jedi's Chosen One and driving wedges between him and the Council and Obi-Wan.
  • Two Lines, No Waiting: The movie focuses on Obi Wan in his search for the bounty hunter that hired an assassin to kill Amidala, as well as Anakin's mission to keep Amidala safe
  • 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.
  • Unseen No More: Boba Fett was never seen without his helmet on in the Original Trilogy. This movie shows Boba's face as a child, as well as that of his "father" Jango, giving us some idea as to what Boba looked like unmasked in the OT (since Boba is an unaltered clone of Jango).
  • Utopia Justifies the Means: Count Dooku was so tired of what he felt was a corrupt Republic and an ineffective Jedi Order that he defected and joined the Sith. He is convinced that the best way to save the galaxy is to destroy the Republic and the Jedi by any means necessary, and then simply start over. That Dooku was willing to ally himself with Palpatine, fully aware that he was responsible for a lot of what he hated about the Republic (and that he trained the man that killed Dooku's beloved apprentice), is testament not only to Dooku's dedication but to Palpatine's persuasive abilities.
  • Villain: Exit, Stage Left: Count Dooku departs after the clone army attacks, fleeing to his personal spacecraft, and though Anakin and Obi-Wan (and then Yoda) pursue him they aren't that effective, leaving him alive for the next film.
  • Villainous Valor: Trying to take on Mace Windu, the second most powerful Jedi in the Order, might not have been Jango's smartest move, but it was certainly his bravest.
  • 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 would continue 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.
  • Villainy Discretion Shot: Anakin's massacre of the Sand People ("not just the men, but the women and the children too") in Star Wars: Attack of the Clones is disturbingly rarely reflected upon (Palpatine briefly mentions it near the beginning of Revenge of the Sith, but that's all). This is particularly troubling as this behavior would seem much more indicative of ties to the Dark Side than the petulant behavior on which the film spends more time. None of the Jedi know, and it turns out not to be very relevant at all. Even Padmé, to whom he confesses the act, doesn't seem too distressed by it.
  • Voluntary Shapeshifting: Zam Wessell is a Clawdite changeling who can assume any form, making her perfect for discreet operations. However, the only form she's ever seen to take is a female human form, and she never makes an attempt to change it even among a crowd of strangers where Obi-Wan and Anakin believe her to be at her most dangerous.
  • Walking Armory: Jango's got a missile on his Jet Pack, a pair of dart-throwers in his knees, a flamethrower in his arm, a grappling hook in the other one, a blade that can deploy from his forearm, and his two blaster pistols.
  • Walking Tank: This movie ntroduces the clone army's AT-TE, a low-slung six-legged Spider Tank that probably wouldn't be susceptible to the old tripwire trick, and apparently the predecessor to the AT-AT.
  • 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.
  • We'll See About That: Count Dooku says this when Mace Windu's Jedi strike team (and few minutes later a massive clone army) appear to rescue Obi Wan and Anakin.
    Dooku: Brave, but foolish, my old Jedi friend: You're impossibly outnumbered.
    Mace: *scoffs* I don't think so.
    Dooku: We'll see. *cue the heavy footsteps of the super-battle droids*
  • Wham Line: "Welcome home, Lord Tyrannus." The line, almost casually revealed, confirms Dooku is the man who recruited Jango to be the Clone template, meaning the Clone Army was actually created by the Sith and not Sifo-Dyas. The line (and the preceding "The Force is with us, Master Sidious") also confirms Dooku has replaced Maul as Sidious' apprentice and the Sith are controlling the CIS.
  • Wham Shot:
    • Palpatine's close ups as the Imperial March plays are how fans that only watched the movies learn that the kind Chancellor is in fact the Emperor.
    • The "ultimate weapon" the Separatists are planning to build is the Death Star, showing that Dooku's master has been wanting the battle station long before he formed the Empire.
  • 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.
  • Why Don't You Just Shoot Him?: Averted when Anakin and Obi-Wan spot Dooku on a speeder while they're in a gunship. Anakin doesn't hesitate in ordering him shot down, though unfortunately their gunship is out of ordnance.
  • Wizard Duel: Yoda and Dooku have a telekinesis-and-Force-Lightning wizard's duel, before fighting it out with lightsabers.
  • Worf Had the Flu: Jango Fett would have put up a much better showing against Mace Windu if the reek in the Geonosian arena hadn't trampled over him and destroyed his jetpack just before.
  • Wrecked Weapon:
    • Anakin's lightsaber is cut in half in the Geonosian factory.
      Anakin: Not again. Obi-Wan's gonna kill me.
    • Because Obi-Wan's lightsaber was likely confiscated by Dooku, he and Anakin get replacement sabers from the other Jedi. Anakin ends up using both against Dooku until one of them is also destroyed.
  • Wuxia: Sword and sorcery, magic knights flying through the air. It's a staple of the franchise and in full force here.
  • Xanatos Gambit: Sidious launches several here.
    • First, he has his grand scheme of controlling both sides of a civil war. He controls the Republic as Chancellor and his Sith apprentice controls the Separatists. Whichever side wins the war, Sidious is still in control, and the process of the war itself undermines democracy and trust in the government on both sides, encouraging the transition to empire. However, it gets retroactively subverted after the next film reveals that while a Separatist victory was an option, Palpatine's preference was for a Republic victory (to complete the corruption of the Jedi's beloved government and to legitimize his autocracy).
    • He has Dooku send Jango Fett to kill Padmé Amidala, a vocal advocate for diplomacy to resolve the escalating tension. Regardless of whether or not Amidala dies, Sidious' aims benefit. Either one of the most prominent anti-war members of the Senate is killed and becomes a martyr used to galvanize the Republic against the Separatists, or he fails and the investigation leads to the discovery of the Clone Army and then to Fett's link to the Separatists which leads to war as transpired in the film. It ultimately worked out even better than expected, as Fett delegated the job to Zam Wesell, whose failure led to the Jedi getting personally involved and Sidious used the opportunity to put Anakin in a position to let himself get attached to Amidala.
    • He also launches a third gambit by having Dooku tell Obi-Wan the truth: that the Republic is under the sway of a Sith lord, who has suborned a number of Senators. Either the Jedi disbelieve Dooku and Sidious can advance his larger scheme unhindered, or they get suspicious and start investigating Senators, increasing public distrust of the Jedi and allowing him to proceed more easily toward Order 66.
  • You Rebel Scum!: When C-3PO is unwittingly fighting the Jedi with his head on the body of a battle droid, he shouts "Die, Jedi dogs!", making him exclaim "What did I say?!" afterwards.

Alternative Title(s): Star Wars Episode II Attack Of The Clones, Star Wars Attack Of The Clones

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Begun the Clone War Has

With ominous tone, the might of the Grand Army of the Republic is displayed.

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