Lightsabers, camera, action! The stars of 'Star Wars: Episode II--Attack of the Clones' live to tell the tale.

On May 16, the Lucas Empire strikes back. Three years after The Phantom Menace turned on some audiences, and ticked off others, Star Wars: Episode II — Attack of the Clones will finally troop into theaters. But for folks worried that Episode II will be rife with all that impenetrable trade-federation intrigue that made Episode I a sometimes slog, there’s hope: ”Episode I was all setup,” says producer Rick McCallum. ”This is the roller-coaster ride.”

Shot in Australia, Tunisia, Italy, Spain, and England, Episode II tracks the future Darth Vader’s evolution toward the dark side. It’s 10 years later, and Anakin Skywalker (Hayden Christensen) is now apprentice to Jedi Knight Obi-Wan Kenobi (Ewan McGregor). After the Jedis save the former queen Amidala (Natalie Portman) from an assassin, Clones divides into two tales. One follows the Amidala-Anakin romance; the other traces Obi-Wan’s mission to investigate the ominous business of the film’s title. Eventually, the heroes reunite and join with Jedi warriors (see previous spread) to battle an army led by bounty hunter Jango Fett (Boba’s dad).

As fans begin camping out for tickets and myriad toys storm a store near you, here’s an exclusive look at Episode II.

Star Wars: Episode II — Attack of the Clones
  • Movie
  • 142 minutes