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 romance with her. Soon the trio witness the onset of a new threat to the galaxy: The Clone Wars.