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Star Wars: Episode II – Attack of the Clones is a 2002 American epic space opera film directed by George Lucas and written by Lucas and Jonathan Hales. It is the sequel to the 1999 movie Star War: The Phantom Menace, the second prequel to the 1977 movie Star Wars: A New Hope and the second installment of the Star Wars prequel trilogy. Anthony Daniels, Kenny Baker, Frank Oz and Ian McDiarmid reprise their roles C-3PO, R2-D2, Yoda and Emperor Palpatine from the original trilogy with Ewan McGregor, Natalie Portman, Samuel L. Jackson and Ahmed Best who reprise their roles of Obi-Wan Kenobi, Padmé Amidala, Mace Windu and Jar-Jar Binks from The Phantom Menace. They are joined by Hayden Christensen who plays adult Anakin Skywalker and Christopher Lee and Temuera Morrison who play new characters Count Dooku and Jango Fett. In addition, Boba Fett from The Empire Strikes Back (1980) and Return of the Jedi (1983) makes a cameo appearance in the film, along with the Stromtroopers.

The film is set ten years after the events of The Phantom Menace and twenty-two year before A New Hope. The galaxy is on the brink of civil war. Led by a former Jedi named Count Dooku, thousands of planetary systems threaten to secede from the Galactic Republic. After Senator Padmé Amidala evades assassination, Jedi apprentice Anakin Skywalker becomes her protector, while his mentor Obi-Wan Kenobi investigates the attempt on Padmé's life. Soon Anakin, Padmé, and Obi-Wan witness the onset of a new threat to the galaxy, the Clone Wars.

Development of Attack of the Clones began in March 2000, after the release of The Phantom Menace. By June 2000, Lucas and Hales completed a draft of the script and principal photography took place from June to September 2000. The film crew primarily shot at Fox Studios Australia in Sydney, Australia, with additional footage filmed in Tunisia, Spain and Italy. It was one of the first motion pictures shot completely on a high-definition digital 24-frame system.

The film was released in theatres May 16, 2002. Critics praised it as an improvement over The Phantom Menace, the visual effects, costume design, musical score, and Ewan McGregor’s performance as Obi-Wan Kenobi. Despite this, critics lambasted the romance of Anakin and Padmé, the dialogue, most of the acting, and the film's long runtime. The film received mostly positive reviews and was a financial success; however, it also became the first Star Wars film to be out-grossed in its year of release, placing only third domestically and fourth internationally. The film came out on DVD and VHS on November 12, 2002 and was later released on Blu-ray on September 16, 2011. A sequel Star Wars Episode III: Revenge of the Sith, premiered in 2005.

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