The film stars Ewan McGregor, Natalie Portman, Hayden Christensen, Ian McDiarmid, Samuel L. Jackson, Christopher Lee, Anthony Daniels, Kenny Baker, and Frank Oz.

With the galaxy on the brink of civil war, Obi-Wan Kenobi investigates a mysterious assassination attempt on Senator Padmé Amidala, which leads him to uncover a clone army in service of the Republic and the truth behind the Separatist movement.

Ten years after the Battle of Naboo,[a] the Galactic Republic is threatened by a Separatist movement organized by former Jedi Master Count Dooku.

Former Queen turned Senator Padmé Amidala travels to Coruscant to vote against a motion to create an army to assist the Jedi against the growing menace.

After narrowly avoiding an assassination attempt upon arrival, she is placed under the protection of Jedi Master Obi-Wan Kenobi and his Padawan apprentice Anakin Skywalker.

On Geonosis, Obi-Wan discovers a Separatist gathering led by Count Dooku, who is developing a droid army with Trade Federation Viceroy Nute Gunray, who ordered the assassination attempts on Padmé.

As the Jedi acknowledge the beginning of the Clone Wars,[b] Anakin is fitted with a cybernetic arm and secretly marries Padmé on Naboo with R2D2 and C-3PO as their only witnesses.

Leeanna Walsman appears as Zam Wesell, a shapeshifting Clawdite bounty hunter and partner of Jango Fett, who was given the task of assassinating Padmé.

Rose Byrne and Alethea McGrath briefly appear as Dormé, Padmé's handmaiden and as Jocasta Nu, the librarian at the Jedi Temple, respectively.

Daniels and Best also make cameo appearances as Dannl Faytonni and Achk Med-Beq, respectively, attendees of the Coruscant Outlander Club who witness Anakin and Obi-Wan capturing Zam Wesell.

Fiona Johnson reprised her The Matrix (1999) role as the Woman in the Red Dress in an Easter egg cameo appearance, with her character named "Hayde Gofai" in later Star Wars media, briefly offering a seductive look to Anakin Skywalker at the Outlander Club.

For help with the third draft, which would later become the shooting script, Lucas brought on Jonathan Hales, who had written several episodes of The Young Indiana Jones Chronicles for him, but had limited experience writing theatrical films.

Location shooting took place in the Tunisian desert, at the Plaza de España in Seville, London, China, Vancouver, San Diego, and Italy (Villa del Balbianello on Lake Como, and in the former royal Palace of Caserta).

During this time, a new action sequence was developed featuring the droid factory after Lucas had decided that the film lacked a quick enough pace in the corresponding time-frame.

[26] Because of Lucas' method of creating shots through various departments and sources that are sometimes miles and years apart from each other, Attack of the Clones became the first film ever to be produced through what Rick McCallum called "virtual filmmaking".

While Lucas had used other ways of producing motion-based storyboards in the past, after The Phantom Menace the decision was made to take advantage of the growing digital technology.

[38] Coleman later explained the process of making the digital Yoda like the puppet version, by saying "When Frank [Oz] would move the head, the ears would jiggle.

"[39] Because of the acrobatics of the lightsaber fight between Count Dooku and Yoda, the then 78-year-old Christopher Lee relied on a stunt double to perform the most demanding scenes instead.

John Knoll confirms on the film's DVD commentary that Boba Fett, who would later catch Solo in the act in The Empire Strikes Back, "learned his lesson" from the events of Attack of the Clones.

Three featurettes examine the storyline, action scenes, and love story, and a set of 12 short web documentaries cover the overall production of the film.

Attack of the Clones was released through the iTunes Store, Amazon Video, Vudu, Google Play, and Disney Movies Anywhere on April 10, 2015.

Attack of the Clones was originally scheduled to be re-released in 3D on September 20, 2013 (2013-09-20),[76] but was postponed due to Lucasfilm's desire to focus on Star Wars: The Force Awakens.

The site's critical consensus reads, "Star Wars Episode II: Attack of the Clones benefits from an increased emphasis on thrilling action, although they're once again undercut by ponderous plot points and underdeveloped characters.

[89] ReelViews.net's James Berardinelli gave a positive review, saying "in a time when, more often than not, sequels disappoint, it's refreshing to uncover something this high-profile that fulfills the promise of its name and adds another title to a storied legacy.

"[90] Jeffrey Westhoff of Northwest Herald gave the film a two out of four scoring, explaining that "the battling Yoda looks ludicrous, like Kermit the Frog in a Matrix fight scene.

"[91] Steven Rea of The Philadelphia Inquirer gave it a two-and-a-half out of four rating, stating that "this thing will have your mind glazed over faster than a glob of dough in a Krispy Kreme plant.

[107] In the UK, the film beat out About a Boy to reach the number one spot, ranking behind Harry Potter and the Sorcerer's Stone as the country's second-highest opening weekend.

Some have noted that the archives depicted in the film resembles a library, while Nu wears clothing which represents her "devotion to knowledge and learning" and provides reference assistance to Obi-Wan Kenobi.

[123][124] For instance, scholar Eric Ketelaar argued that Nu is an example of an archivist that "mediates, shares, or obstructs" power of the archives, as dictated by the film's plot.

It concludes the Prequel Trilogy with the story of Anakin's transformation into Darth Vader as well as the death of Padmé Amidala and the destruction of all of the Jedi except for Obi-Wan and Yoda.