According to George Lucas, Obi-Wan's hiding in Geonosis' asteroid field teaches young Boba Fett a lesson that he uses to his advantage during adulthood. Having learned how Obi-Wan hid from him and his father, Boba Fett knows the trick Han Solo is using to hide in Star Wars: Episode V - The Empire Strikes Back (1980) and is able to find him.
When Anakin is slaughtering the Tusken Raiders, Qui-Gon's voice can be heard in the background. This is no accident. According to Star Wars canon, Qui-Gon's Force-Ghost tried to stop Anakin's rage, but failed.
When Jango Fett gets into his ship after his fight with Obi-Wan, he bangs his head on the partially open door. This was intentional, and is a reference to a famous goof from Star Wars: Episode IV - A New Hope (1977), where a storm trooper accidentally bangs his head on a door.
Just before Anakin goes to search for his mother on Tatooine, he has a conversation with Senator Amidala. The camera pans to their shadows as they talk, and Anakin's resembles that of Darth Vader. According to the DVD commentary, the Vader-like shadow that Anakin casts was not a special effect but a coincidence.
There is no mystical significance in the color of Mace Windu's light saber. Samuel L. Jackson, after a jokey conversation with stunt coordinator Nick Gillard, asked George Lucas if he could have a purple light saber to match his favorite color, and George Lucas agreed. In an interview on UK TV, Jackson said he "thought it would be cool".
The Senate votes to give the Supreme Chancellor sweeping emergency powers to go to war against the Separatist forces. This is the same ploy Adolf Hitler used to gain similar dictatorial power in mid-1930s Germany.
During rehearsals and filming of Count Dooku's lightsaber battle scenes, a small model of Yoda was used as a reference point for Christopher Lee. The model however was slightly altered to have vampire fangs, to which Lee's amused response was "I will not comment on that. I didn't think you would do this to me, George!" The fangs were likely a joke at Lee's expense for his performance as Count Dracula in Horror of Dracula (1958) and several other Hammer Studios horror films.
In DVD commentaries, the crew claims that the fight between Jango Fett and Obi-Wan Kenobi was intentionally made different from the other fights in the films, in that it focused more on physical and hand-to-hand combat, something not done in the films often.
The fight between Yoda and Dooku was envisioned quite differently. Originally, Yoda was to come in and immediately have the fight with Dooku, but many of the creative team felt that was too quick a transition for Yoda, and the audience needed to feel the power of good and evil going against each other, so George Lucas added in the preamble to the fight with the blue lightning and rock falls, because it showed how powerful Yoda was. The light saber battle was a culmination of all that energy. There was also footage shot of Dooku using either Obi-Wan's or Anakin's light saber in addition to his own against Yoda, but these moves did not make the final cut.
A number of subtle visual clues were incorporated into the design of the shots to help audiences keep track of who's who. The good guys - the Republic Clones Troopers - always move from screen right to screen left, while the Separatist Battle Droids moved from screen left to screen right. The sun is behind the clones, resulting in a gloomier sky behind the Separatists. Finally, the missile contrails were color-coded to denote allegiance: the Republic rockets leave clean white trails, while the villains launch missiles that leave noxious black/purplish exhaust.
The character Aayla Secura, played by Amy Allen, was not created by George Lucas. Aayla Secura first appeared in the nineteenth issue of Dark Horse Comics' "Star Wars: Republic" series (part one of "Star Wars: Twilight"). Lucas was so impressed with the character that he decided to have her in the film.
When Watto is seen on Tatooine, flies are buzzing around him. The crew had recorded sound effects of flies buzzing around horse dung at Skywalker Ranch, and they were happy to finally be able to use the sound they had recorded.
The final shot of Padmé and Anakin looking out on the lake in Naboo with R2-D2 and C-3PO to their right is a reproduction of the final shot of Star Wars: Episode V - The Empire Strikes Back (1980), where Luke and Leia are looking out into space from the ship with R2-D2 and C-3PO to their right.
Christopher Lee did not do all his own stunt work, being 78 years old and all, although he was able to do most of his own sword work during the climactic light saber duels. At times, they used a stunt man whose face was replaced digitally with Lee's own.
According to Animation Director Rob Coleman, not a single clone trooper suit was ever built. Every clone trooper seen in the film is computer-generated, with motion capture performed by ILM employees, wearing only the helmet and sometimes the footwear of the suit. The rest is completely computer-generated.
After making this film, Ewan McGregor appeared in Black Hawk Down (2001), which required him to be clean-shaved and to have an extremely close buzz cut. New scenes with Obi-Wan Kenobi were then added to this film in post-production. Since McGregor had not had enough time to regrow his hair or a full beard, he had to be fitted with a hairpiece and prosthetic beard, which is often easily distinguished from his natural hair, as it appears in the rest of the film. These scenes include the conversation between Obi-Wan and Anakin in the elevator; the exchange concerning the 'changeling' in the Outlander club; the Jedi temple talk between Obi-Wan, Mace and Yoda and his interrogation by Count Dooku.
Hugh Quarshie was originally slated to reprise his role as Capt. Panaka from Star Wars: Episode I - The Phantom Menace (1999). However, he turned down the offer after Lucasfilm refused to let him read the whole script, so his character was written out and replaced with a newly created chief of Security Captain Typho, portrayed by Jay Laga'aia.
George Lucas's daughter Katie Lucas appears as a purple Twi'lek in the nightclub scene. Her older sister Amanda Lucas can also be spotted in the background when Obi-Wan and Anakin discuss the 'changeling' Youngest sibling Jett Lucas appears as a young Jedi in the Jedi Archive scene with Obi Wan Kenobi and the librarian Jocasta Nu.
The death-sticks that the pusher tries to sell Obi-Wan were a hallucinogenic drug and their name is an obvious reference to cigarettes. According to George Lucas, much like with cigarettes, with each dose, the user's life was shortened, and the successive dosages took away larger chunks from their lifespan, and with each successive dose, the desire for a harder reaction increased. Lucas inserted this personally into the film because his strict views concerning smoking.
According to visual-effects supervisor John Knoll, a big cow-like creature that Anakin and Padmé frolic around in the fields with, can be seen in the asteroid belt that Obi-Wan flies through. One asteroid has legs.
Most of the clone troopers wear plain white armor; some of the more senior troops' armor has added colored trim on the helmet and arms. The colors denote rank as follows: Green = sergeants, Blue = lieutenants, Red = captains, Yellow = commanders (the Jedi serve as the Clones' generals). Note that pilots also wear yellow trim, but their armor design differs from other Clones.
Where Luke Skywalker's T-16 Skyhopper sat in the garage of the Lars homestead in Star Wars: Episode IV - A New Hope (1977), a smaller ship with a similar design sits parked there in this film. Also, Luke's landspeeder is visible in the garage in this film.
The "Death Sticks" guy in the bar has two antennae on his head - these were added later with CGI and were not part of a costume or props. In the Blu-ray commentary, the crew states that the actor might not even have known they were going to be added to his head.
To efficiently deliver a realistic explosion for the gunship that gets shot out of the sky, ILM built a mandrill of the vessel. A mandrill is an all-blue practical miniature. It was rigged with pyrotechnics and blown up. The properly shaped explosion was digitally extracted, interacting with the properly shaped wreckage, and digital artists replaced the blue gunship with the computer-generated one.
Many of the explosions of the final ground battle were real ones rather than digital fireballs. They were shot in the backlot at ILM. Explosions were such in demand that the compositors dipped into the library of explosions built for the Naboo plains battle from Star Wars: Episode I - The Phantom Menace (1999) to fill out the shots.
Padmé (Natalie Portman) is supposed to be a few years older than Anakin (Hayden Christensen). In real-life, Christensen is almost 2 months older than Portman. Though, being human-like different races of "aliens", it's reasonable their aging is slightly different.
Ben Burtt, during production on the film, tried to compile all of the sound effects from every other Star Wars movies when working on this one onto a single database - he estimated that there were roughly 5,000 sound effects up to that time. He was disappointed to find that many sound effects from the older films had not been properly preserved.
In the arena, Senator Amidala's gun makes the distinctive sound of a .44 Magnum, a reference to this sound accidentally being left in the sound mix when Princess Leia shoots over the chasm in the special edition of Star Wars: Episode IV - A New Hope (1977)
The growling dog-like creatures fighting over a bone in the Tusken camp on Tatooine were originally meant to be used on Geonosis and would encounter Obi-Wan. The Obi-Wan scene was cut, so the creatures were used on Tatooine so the models of the creatures would not be wasted.
Only the even-numbered films of the original trilogy referred to important plot points in all capital letters during the opening crawl (e.g., DEATH STAR, GALACTIC EMPIRE). This film continues the tradition with its reference to the ARMY OF THE REPUBLIC. The first and third prequels do not do this.
Sebulba, the champion podracer from Star Wars: Episode I - The Phantom Menace (1999), seems to appear during the Coruscant chase and in Dex' Diner (in fact there are two of his species in this scene). However, the first Dug has been identified as Taxi cab driver 'Seboca' and his dinner date is named 'Rednax'.
The scene of Obi-Wan contacting Mace Windu and Yoda was originally shot with Windu behind a desk. The crew claims the scene had a "film noir" feel to it, but ultimately ended up redoing it because it did not seem appropriate to the look and feel of the Star Wars universe.
For shooting the pre-visualization sequences for the speeder chase scenes, Luke Skywalker's speeder from Star Wars: Episode IV - A New Hope (1977) was dug out of storage and used to represent the open-cockpit speeder with Anakin and Obi-Wan, and George Lucas' own Ferrari was used to represent Zam's speeder.
The forbidden love affair between Anakin and Padme was strongly influenced by the forbidden love affair between Sir Launcelot and Queen Guinevere in the Legend of King Arthur. Anakin, a Jedi Knight falls in love with Padme, a former Queen of Naboo, which it is forbidden for a Jedi Knight to fall in love. In the Legend of King Arthur, Sir Launcelot, a Knight of the Round Table has a forbidden love affair with Queen Guinevere, wife of King Arthur.
In the Brazilian translation, the names of Count Dooku and the Jedi Master Zaifo-Dias were changed. The reason is that in Portuguese language, "Dooku" and "Zaifo-Dias" has obscene meanings when spoken. "Dooku" became "Dookan" and "Zaifo-Dias" became "Zaifo-Vias". In other countries of Portuguese language that change hasn't happened.
The droid factory chase sequence was not in the original script. Anakin and Padme were originally captured as soon as they arrived on Geonosis. George Lucas wrote an additional action sequence based in the droid factory to lead up to their capture that was filmed in March 2001.
Australian actors Graeme Blundell, Trisha Noble and Claudia Karvan were cast as Padmé's parents and sister and were interviewed by Ahmed Best for the 'On Location' web-series. Blundell was even involved in the location shoot in Italy for one scene. However, all of their scenes, which also included young Keira Wingate and Hayley Mooy playing Karvan's daughters, ended up being cut. Most of the footage can be seen as an extra feature on the DVD. Despite of their absence in Attack of the Clones, the entire Naberrie family is still visible at the very end of Star Wars: Episode III - Revenge of the Sith (2005) and are all credited as such.
According to the official web site, one of the many considered ideas for the character who eventually became Dooku was a female sith. The rejected concepts for this later found their way into creating a new character, Asajj Ventress, who appeared extensively in the Clone Wars comics, cartoons and novels.
This marks the first (chronological) time that Obi-Wan Kenobi cuts off an enemy's gun hand in a bar filled with people who fall silent and then return to their business. The second (chronological) time is in Star Wars: Episode IV - A New Hope (1977) where he and Luke Skywalker meet Han Solo.
During a meeting with Producer Rick McCallum and Animation Director Rob Coleman about how Yoda should move during the lightsaber duel with Count Dooku, George Lucas stated that Yoda should be leaping around with frog-like reflexes, jokingly referring to Yoda as "the illegitimate child of Kermit the Frog and Miss Piggy".
During the scene set in the Lars homestead dining room, Owen Lars asks Anakin "where are you going?" as he is the first one to leave the table. This is a reference to a similar scene in Star Wars: Episode IV - A New Hope (1977) when Luke becomes anxious to leave and Aunt Beru asks where he's going.
According to Natalie Portman on the Blu-ray commentary, the character of Padme Amidala was going to leave politics altogether after her term as queen ended, but remained on as senator at the insistence of the new queen.
Dexter Jettster's surname comes from George Lucas nickname for his son Jett. The character was partly inspired by Hollywood legend Ernest Borgnine and Mel, the gruff chef, as played by Vic Tayback from Alice (1976). Another hidden reference to this series can be found on the droid waitress WA-7: her name-tag reads 'Flo' in the Star Wars font 'Aurebesh'.
The Tatooine garage in which Luke cleaned the droids in Star Wars: Episode IV - A New Hope (1977) was rebuilt for this movie, but not completely: while the foreground and background were complete sets in the original film, only the foreground was rebuilt for Episode II; the background is digital.
To efficiently communicate the damage sustained by the Trade Federation core ship blasted out of the sky, two versions of the computer-generated vessel were made. One bore its standard paint job. The other was the "distressed" version, with carbon scoring damage painted across the surface. Both were animated performing the same movement, and the compositors used animated mattes to gradually reveal the damaged ship from "behind" the intact one, covering the transitions with composited fire and explosion effects.
The Skywalker family has a great deal of Swedish blood. Pernilla August is Swedish, and Hayden Christensen's ancestry is Swedish as well, as is Mark Hamill's. Anakin's stepfather's name is Lars, a typically Swedish name.
There were plans to include Hugh Quarshie's Captain Panaka in the opening scene aboard the doomed Naboo Cruiser. This would have killed off his character early if Quarshie could not commit to the majority of the movie in Australia. However Quarshie declined due to disagreements with Lucasfilm and the role was recast.
The CG models of the Republic attack gunships had to be extremely detailed to withstand viewer scrutiny during closeups. ILM even crafted a version with a fully decked out interior, which was used as the background for new bluescreen elements of the actors aboard the gunships shot during additional photography in London. The real life gunship interior sets were left in Sydney, so these new shots required digital gunship interiors.
Though the Republic AT-TE walkers were computer-generated, at least one 1/10th scale miniature was constructed for pyrotechnic purposes. The walker that gets blown apart by an armor-busting Hailfire missile was first shot as a miniature against greenscreen. This provided valuable reference for the animators, though the scale of the resulting miniature explosion proved unusable as a final element. Also, the miniature was shot with a static camera while the finished shot had a swooping camera move that followed the rocket: a CG walker was needed to properly move with the perspective of the shot.
The Separatist Droid army is made up of Trade Federation Battle Droids and Droidekas first seen in Star Wars: Episode I - The Phantom Menace (1999) as well as the introduction of rapid-firing Super Battle Droids. The large Homing Spider Droids and the Dwarf Spider Droids belong to the Commerce Guild, while the missile-firing Hailfire Battle Droids belong to the IG Banking Clan.
The Neimoidian seen with Nute Gunray on Geonosis was originally intended to be Rune Haako. However, Rune's mask was lost shortly after the first film completed shooting. The production crew gave uncredited actor David Healey the mask of Daultay Dofine instead. Although the "new" Neimoidian had no official name during filming (the character was only referred to by the crew as "Nute's friend"), he was eventually named Gilramos Libkath, after costume supervisor Gillian Libbert and production controller Kathryn Farrar. Unfortunately a mix-up in the end credits not only erroneously lists Alan Ruscoe in the part, but also says the Neimoidian is Lott Dod (the Trade Federation senator seen briefly in Episode I). Much confusion has surrounded whether Nute's companion should be considered Rune Haako, Gilramos Libkath, or Lott Dod. The official LucasFilm word is that it's Rune Haako "for all intents and purposes," but many fans are unsatisfied with this decision based on the fact the character neither looks nor sounds anything like Rune, who is back to his old Episode I self by Episode III.
According to an internet rumor at the time, the original opening had Padme's spacecraft exploding via hand-held detonator (Jango Fett's) before landing. This was altered as it was uncomfortably similar to a reported terrorist attack to a commuter train. Portions of the opening scenes were re-filmed that now featured the ship landing and the reason for detonation appearing vague. Steve John Shepherd was cast as the Naboo Lieutenant and Mike Savva returned as the accompanying Naboo Officer having previously played a Naboo Guard in Star Wars: Episode I - The Phantom Menace (1999).
After the mixed critical response to Star Wars: Episode I - The Phantom Menace (1999), George Lucas was hesitant to return to the writing desk. In March 2000, just three months before the start of principal photography, Lucas finally completed his rough draft for Episode II. Lucas continued to iterate on his rough draft, producing a proper first and second draft. 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 (1992) for him, but had limited experience writing theatrical films. The final script was completed just one week before the start of principal photography.
EASTER EGG: On the special features disc of the DVD, go to Dex's Kitchen from the Still Galleries menu (it's listed as "Dex's Kitchen and Still Galleries" in the main menu). Then in the menu that follows, use your remote to select the flier on the wall behind Dex. This will take you to a reel showing "flyers" made by college students to promote the film. They contain links to web sites which you can access if you put the disc in your computer.
The shot of Anakin and Padme walking and talking about her serving as senator when they first arrive on Naboo is shot in the same way and outside the same building as the last conversation between General Allenby and Dryden before the intermission of Lawrence of Arabia (1962).
The Republic flying gunships used in the climactic battle were LAAT/I used to transport troops from the assault ships while larger LAAT/C gunships carried AT-TE Armored Walkers. The Republic artillery was SPHA-T-class used to bring down a Trade Federation core ship.
Jedi Council members Eeth Koth and Adi Gallia, though recast, were originally supposed to make appearances in this film. In the role of Eeth Koth, Hassani Shapi was replaced by Tux Akindoyeni; and Gin Clarke was replaced by Lily Nyamwasa. Shapi and Clarke still appear in this film, though they were not involved in its production: a scene in the Jedi Council chamber features a recycled background from Star Wars: Episode I - The Phantom Menace (1999). Akindoyeni and Nyamwasa played Koth and Gallia, respectively, during the battle of Geonosis. However, it was decided during post-production that they looked different enough to be designated as different characters. Eeth Koth was therefore changed to Agen Kolar, and Adi Gallia became Stass Allie. The Episode I characters and cast members are still the only ones credited.
Count Dooku was initially designed as an alien woman, with concepts being thrown around like a killer fairy, a hyper-advanced robot and several others. Eventually, George Lucas told the team that they could either make one design work, or scrap the whole thing and start fresh with Christopher Lee, who had just signed on. They did the easy thing. One of the rejected designs was later used to portray Asajj Ventress in the Star Wars Expanded Universe and Legends stories.
The entire Aggressive Negotiations conversation during the dinner scene between Anakin and Padme was ad-libbed by Hayden Christensen and Natalie Portman at George Lucas' request, due to his not being happy with the romantic dialogue he wrote for that scene.
This is the only Star Wars movie to not to feature Darth Vader's iconic breath so far. In episodes 3,4,5 and 6 one can obviously hear his breath as he is seen on screen. In episode 7, when Kylo Ren talks to his burnt mask, the breath is heard and in the first episode, after the credits, just before the film really ends, his breath is heard once again.
Anakin falling in love with Padme whom he is assigned to protect is influenced by The Bodyguard (1992), in which Kevin Costner's character falls in love with his client (Whitney Houston) whom he is protecting.
The Geonosis Droid Factory action sequence was influenced by the 1998 video game Apocalypse (1998). In the 8th level of the game, main protagonist Trey Kincaid (Bruce Willis) fights his way through the Warfighter Inc. factory, which robots are built and manufactured.
Reshoots were performed in March 2001. During this time, a new action sequence was developed featuring the droid factory after George Lucas had decided that the film lacked a quick enough pace in the corresponding time-frame. The sequence's previsualization was rushed, and the live-action footage was shot within four and a half hours.
Because of George Lucas' method of creating shots through various departments and sources that are sometimes miles and years apart from each other, this became the first film ever to be produced through what Rick McCallum called "virtual filmmaking."
The film relied almost solely on digital animatics as opposed to storyboards in order to previsualize sequences for editing early on in the film's production. While George Lucas had used other ways of producing motion-based storyboards in the past, after Star Wars: Episode I - The Phantom Menace (1999) the decision was made to take advantage of the growing digital technology. The process began with Ben Burtt's creation of what the department dubbed as "videomatics", so called because they were shot on a household videocamera. In these videomatics, production assistants and relatives of the department workers acted out scenes in front of greenscreen. Using computer-generated imagery (CGI), the previsualization department later filled in the green screen with rough background footage. Burtt then cut together this footage and sent it off to Lucas for changes and approval. The result was a rough example of what the final product was intended to be. The previsualization department then created a finer version of the videomatic by creating an animatic, in which the videomatic actors, props, and sets were replaced by digital counterparts to give a more precise, but still rough, look at what would eventually be seen. The animatic was later brought on set and shown to the actors so that they could understand the concept of the scene they were filming in the midst of large amount of bluescreen used. Unlike most of the action sequences, the Battle of Geonosis was not storyboarded or created through videomatics but was sent straight to animatics after the department received a small vague page on the sequence. The intent was to create a number of small events that would be edited together for pacing inside the finished film. The animatics department was given a free hand regarding events to be created within the animatic; Lucas only asked for good action shots that he could choose from and approve later.
Jedi Master Sifo-Dyas was originally just a flimsy alias for Darth Sidious known as Sido-Dyas, but a typo was made in the script. George Lucas preferred the new name, and the plot point about him was changed to make him an actual Jedi that had disappeared.
Rob Coleman and John Knoll prepared two tests featuring a CGI-animated Yoda using audio from Star Wars: Episode V - The Empire Strikes Back (1980). Yoda's appearance in Episode V also served as the reference point for the creation of the CGI Yoda; George Lucas repeatedly stated to the animation department that "the trick" to the animation of the CGI Yoda was to make him like the puppet from which he was based, in order to maintain a flow of continuity. Frank Oz was consulted; his main piece of advice was that Yoda should look extremely old, sore, and frigid. 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. If we hadn't put that in, it wouldn't look like Yoda."
R4-P17, Obi-Wan's astromech droid, was originally going to be destroyed during the execution scene at the Geonosian arena. The droid also was supposed to possess an actual body, whereas in the finished film, R4 is just a stationary head built into the ship.
The trivia items below may give away important plot points.
Jar Jar Binks, standing in for Senator Amidala, puts forth the motion that gives Palpatine supreme powers. This means that Jar Jar, the most hated character in the Star Wars canon, is indirectly responsible for the fall of the Old Republic and the near-annihilation of the Jedi order.
While on location in Tunisia, George Lucas made one shot intended for Star Wars: Episode III - Revenge of the Sith (2005) of Obi-Wan delivering baby Luke to the Lars homestead. He claimed he would not be returning to Tunisia, and if he needed another shot, he wouldn't get it. Since Ewan McGregor did not participate in the Tunisia shoot, a wide shot of a double was filmed handing over a doll to Owen Lars (Joel Edgerton). However, during production of "Revenge of the Sith" it was decided that Obi-Wan should hand the infant to Beru (Bonnie Piesse) instead. All three actors were filmed separately in front of a green-screen and the original shot was ultimately not used.
The scene where Count Dooku visits the captive Obi-Wan Kenobi and tries in vain to recruit him was not in the original shooting script. This scene was shot during reshoots in early 2001, and was designed to confuse the audience into thinking that Dooku may not be evil after all. This new scene replaced two other scenes, discarded during postproduction where Count Dooku's true allegiance was clearly stated; a brief meeting where Padme and Anakin meet the character in a conference room and refuse an offer to join him, and their subsequent trial where they are sentenced to death, which would have led directly to the scenes in the execution arena in the film.
In the scene when Obi-Wan and Anakin enter the bar after the speeder chase Obi-Wan states that Anakin will be the death of him. This is a hint to Darth Vader (Anakin) killing Obi-Wan in Star Wars: Episode IV - A New Hope (1977).