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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. The sequel to The Phantom Menace (1999), it is the fifth film in the Star Wars film series and second chronological chapter of the "Skywalker Saga". The film stars Ewan McGregor, Natalie Portman, Hayden Christensen, Ian McDiarmid, Samuel L. Jackson, Christopher Lee, Anthony Daniels, Kenny Baker, and Frank Oz.
The story is set ten years after The Phantom Menace, as thousands of planetary systems slowly secede from the Galactic Republic and join the newly-formed Confederacy of Independent Systems, led by former Jedi Master Count Dooku. 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. Meanwhile, his apprentice Anakin Skywalker is assigned to protect Amidala and develops a secret relationship with her. Soon, the trio witness the onset of a new threat to the galaxy: the Clone Wars.
Development of Attack of the Clones began in March 2000, some months 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 the United States on May 16, 2002. It received mixed reviews, with some critics hailing it as an improvement over its predecessor The Phantom Menace and others considering it the worst installment of the franchise. The film was praised for an increased emphasis on action, visual effects, musical score, costume design, and the performances of McGregor, McDiarmid, Lee, and Oz, but criticized for its screenplay, romantic scenes, pacing, long runtime and underdeveloped characters. It performed well at the box office, making over $645 million worldwide; however, it became the first Star Wars film to be outgrossed in its year of release, placing third domestically after Spider-Man and The Lord of the Rings: The Two Towers and fourth-highest-grossing worldwide after the latter two films and Harry Potter and the Chamber of Secrets. Revenge of the Sith (2005) followed Attack of the Clones, concluding the Star Wars prequel trilogy.

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