<P> 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 . </P> <P> 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 entry of the franchise . The visual effects, costume design, musical score, action sequences and Ewan McGregor's performance as Obi - Wan Kenobi were all praised, however the romance of Anakin and Padmé, the dialogue and the film's long runtime were all criticized . The film was a financial success, making over $649 million worldwide; however, it also became the first Star Wars film to be outgrossed in its year of release, placing third domestically and fourth internationally . The film was released on VHS and DVD on November 12, 2002 and was later released on Blu - ray on September 16, 2011 . Following Attack of the Clones, the third and final film of the prequel trilogy, Revenge of the Sith, premiered in 2005 . </P> <P> Ten years after the Trade Federation's invasion of Naboo, the Galactic Republic is threatened by the Separatist movement organized by former Jedi Master Count Dooku . Senator Padmé Amidala comes to Coruscant to vote on a motion to create an army to assist the Jedi against this threat . Narrowly avoiding an assassination attempt upon arrival, she is placed under the protection of Jedi Knight Obi - Wan Kenobi and his apprentice, Anakin Skywalker . The two Jedi thwart a second attempt on her life and subdue the assassin, Zam Wesell, a shape - shifter who is soon killed by her bounty hunter client before she can reveal his identity . The Jedi Council assigns Obi - Wan to identify and capture the bounty hunter, while Anakin is assigned to escort Padmé back to Naboo, where the pair develop a romantic attraction towards each other . </P> <P> Obi - Wan's investigation leads him to the remote ocean planet Kamino, where he discovers an army of clones are being produced for the Republic, with bounty hunter Jango Fett serving as their genetic template . Obi - Wan deduces Jango to be the bounty hunter he is seeking, and he follows him and his clone son, Boba, to the desert planet Geonosis via a homing beacon placed on their ship, the Slave I . Meanwhile, Anakin becomes troubled by premonitions of his mother, Shmi, in pain, and travels to Tatooine with Padmé to save her . They meet Owen Lars, Anakin's stepbrother and the son of Shmi's new husband, Cliegg Lars . Cliegg tells Anakin that Shmi was abducted by Tusken Raiders weeks earlier and is likely dead . Determined to find her, Anakin ventures out and finds Shmi at the Tusken campsite, where she dies in Anakin's arms . Enraged, Anakin massacres the Tuskens and returns to the Lars homestead with Shmi's body . After revealing his deed to Padmé, Anakin says that he wants to prevent death . </P>

Who dies at the beginning of attack of the clones