“One day, I will become the greatest Jedi ever. I promise you. I will even learn how to stop people from dying.” – Anakin Skywalker

Anticipation for the second film in the prequel trilogy and the fifth Star Wars film to be produced was much lower than for the first prequel film. However, many found Star Wars Episode II: Attack of the Clones to be a better made prequel, although it’s not without its own faults.

According to the opening scrawl of the film, a distant galaxy is on the brink of a civil war. Under the leadership of the mysterious Count Dooku (Christopher Lee), several thousand worlds have begun to secede from the Galactic Republic. The Jedi Knights, the guardian force of the Republic, are overwhelmed with handling so many insurrections and so the government wants to pass a law to create a standing army to help the Jedi. Senator Padmé Amidala (Natalie Portman), the former queen of planet Naboo travels to Coruscant, the capital of the Republic, to vote on the matter of creating an army.

Unlike other Star Wars films, Episode II begins on a quiet, furtive note as a Naboo starship escorted by fighter ships enters the murky atmosphere of Coruscant. The starship lands on a cloud-covered platform in the planet’s global city. But there is an ominous air on the landing platform since the senator has a price on her head. Just as the senator and her entourage walks down the plank of her starship, it explodes and she is killed. Fortunately, the woman that died was a decoy and the actual Padmé was one of the fighter pilots. The incident underlines the danger that she is in from the Separatist forces who want to keep her from voting.

She and other government officials, including Representative Jar Jar Binks (Ahmed Best) and Senator Bail Organa of Alderaan (Jimmy Smits), meet with Supreme Chancellor Palpatine (Ian McDiarmid) to discuss the coming vote. Palpatine is concerned for her safety and assigns two Jedi to protect Padmé.

The Jedi tasked are Obi-Wan Kenobi (Ewan McGregor) and his apprentice or Padawan Anakin Skywalker (Hayden Christensen). They last met Padmé ten years ago in the previous film when Anakin was a boy and Obi-Wan was himself a Padawan. Anakin is instantly infatuated when he sees the beautiful young senator, while she merely looks upon him as a younger brother.

Later that night as she sleeps in her room a drone outside her window dispatches poisonous worms into her room. The Jedi, who are outside her room standing guard, sense something is amiss and Anakin rushes in and kills the worms. As he does this, Obi-Wan spots the drone and throws himself out the window to grab it. He latches on as the drone takes him on a whirlwind tour through the crowded skies of the city. The drone is shot and destroyed, but Obi-Wan is saved from falling when Anakin shows up with a flying vehicle and catches him. They then pursue the female assassin (Leeanna Walsman) who shot out the drone and is fleeing in her own vehicle. Eventually the chase leads them to a bustling, street-level night club.

Inside, Obi-Wan dismembers the assassin before she can shoot him from behind as he has a drink at a crowded bar. Outside, he tries interrogating her, but she is killed with a poison dart shot by a distant figure who escapes in a rocket pack.

The next day at the Jedi Temple, the Jedi High Council gives Obi-Wan a new assignment, which is to track the assassin’s killer. Meanwhile, Anakin is to escort Padmé back to Naboo to ensure her safety. In her absence, Jar Jar assumes her duties.

On her home planet Naboo, the relationship between Anakin and Padmé starts to intensify. Both have trouble denying their mutual attraction even though Jedi are forbidden to have romantic relationships. Frustrated, Anakin begins to berate his lot because he feels disrespected by the other Jedi. He also expresses jealousy towards Obi-Wan.

As the two star-crossed lovers exchange incredibly corny dialogue and frolic on CGI fields, Obi-Wan’s investigation directs him to the water planet Kamino. After he lands his spaceship amidst a raging storm on an above-water facility, Obi-Wan is greeted by its inhabitants. It turns out that the Kaminoans had been expecting him or at least a Jedi and tell him the order is ready. Confused, Obi-Wan plays along and learns that ten years ago, a Jedi named Sifo-Dyas hired the Kaminoans to grow a human clone army.

Obi-Wan is given a tour of the facility and he sees with his own eyes vast numbers of young and mature clones who are being trained and conditioned. He is told that the clones are being psychologically modified and trained to be more efficient and compliant soldiers. Then he is introduced to the Mandalorian bounty hunter Jango Fett (Temuera Morrison) and his young son Boba (Daniel Logan). Jango was hired by the Kaminoans to provide the genetic template for the clones who are all copies of him. As part of his payment, Jango was given his own clone to raise as a son, who happens to be Boba. Jango is instantly mistrustful of the Jedi and when Obi-Wan leaves their quarters he tells Boba to prepare to leave the planet.

Once the tour is finished, Obi-Wan goes outside in the tempest to report his findings to the High Council. Afterwards, he tries to capture Jango because he believes Jango is the killer of the assassin on Coruscant. He finds the bounty hunter, now donning a high-tech battle armor, on a landing platform by his ship the Slave I. The Jedi and the bounty hunter then engage in a furious battle that ends with Jango escaping into his starship thanks to some help from his son. Before the ship can leave the complex, Obi-Wan tosses a homing beacon on its hull.

On Naboo, Anakin has trouble sleeping; he keeps having disturbing prophetic visions of his mother Shmi (Pernilla August) in danger back in his home planet Tatooine. He can’t take it anymore and tells Padmé of his intention to rescue his mother. Understanding his pain, she decides to go with him.

At the desert planet Tatooine, Anakin’s search leads him to the moisture farm of Cliegg Lars (Jack Thompson) and his son Owen (Joel Edgerton). He learns that Cliegg purchased his mother from her slaveholder, then freed and married her. But just a month ago, she was captured by savage tusken raiders and he was unable to find her.

The young Jedi heads off in a determined quest to rescue his mother. He finds her badly beaten in a tusken raider camp. Their bittersweet reunion is short lived however. She dies in his arms from her injuries but not before telling him how proud she is of him. Anakin’s grief immediately turns into an uncontrollable rage and he shortly takes it out on the raiders, killing everyone in the camp, including the women and children.

Meanwhile, Jango Fett unwittingly leads Obi-Wan to another planet, Geonosis. The Jedi learns that the planet is a hotbed of Separatist activity. Enemy ships are everywhere, as is a battle droid factory. Not only that, he eavesdrop in a meeting held by Count Dooku and several important Separatist factions who plot a devastating attack against the Republic with a huge droid army. Obi-Wan is unable to get a signal to Coruscant, but Anakin’s location is closer to Geonosis. He transmit a signal to Anakin so that it can be relayed to the High Council. He is just able to make a transmission before he is captured by droid soldiers.

Back on Tatooine, after he brings back his mother’s body to the Lars homestead Anakin goes on an enraged tirade and tells Padmé of what he did to the tusken raiders. She is naturally aghast at his actions, but feels sympathetic towards him. Shortly after his mother’s funeral, they pick up Obi-Wan’s report and see on the holographic message that he is captured. Anakin relays his friend’s report to the Jedi led by Yoda (Frank Oz), who intend to rescue him. Even though he is ordered to stay put, Anakin and Padmé leave the planet to go rescue their friend. Little do they realize that they’ll soon be embroiled in a series of fast-moving events that ignite the Clone Wars.

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