The Star Wars: Attack Of The Clones Scene That Scared George Lucas To Death

"Star Wars: Attack of the Clones" is possibly the most underrated "Star Wars" prequel film. Both "Revenge of the Sith" and "The Phantom Menace" have their big defenders due to their bombastic and emotional action climaxes, while the middle-film of the trilogy was maligned for supposedly doubling down on the bad dialogue, poor acting, and the political plots of the first film, even if it did mostly get rid of Jar Jar, give us Hayden Christensen as Anakin, and Obi-Wan's glorious mullet, as well as phenomenal villains like Dooku and Jango Fett.

While it did have a terrific political thriller subplot with Obi-Wan as a Jedi private eye, it was also filled with wonderful, giddy fight scenes "Star Wars" fans had only pictured in their wildest dreams. One was the promise of seeing dozens of Jedi ignite their lightsabers simultaneously in battle. But another proved to be George Lucas' worst nightmare during production.

The scene in question happens toward the end of the film, after Obi-Wan and Anakin try to fight Count Dooku and instantly get the crap beaten out of them by the former Jedi, with Anakin even losing a hand in the process. With all hope lost, it is up to 800-year-old Master Yoda to save the day ⁠— and do some sick acrobatics while doing so.

The moment Yoda ignites his lightsaber and goes all jumping frog on Dooku, where the old Jedi master proved his incredible power in actual combat, was a scene that made fans around the world lose their collective minds. That his adversary was one of the greatest cinema legends of all time, Sir Christopher Lee, was just the icing on the cake.

But while the end result had everyone cheering, the way there included a lot of sleepless nights and stress for George Lucas and his team of visual effects wizards.

"I was scared to death of this sequence and how we were going to pull this off," Lucas said on the film's Blu-ray commentary track (via Business Insider). "This was the biggest risk in the whole movie. Could I make this realistic enough to make it believable, or would it be this ludicrous joke?"

The way out of the "ludicrous joke" was neither easy nor quick. The original script had Yoda fight Dooku with a lightsaber the moment he enters the hangar to meet his former apprentice. Members of the Industrial Light & Magic visual effects team, including visual effects supervisor John Knoll, convinced Lucas to extend the sequence and have a show of Force power before the duel.

In the final sequence, this is vital. We've known Yoda is adept at the Force since he lifted an entire spaceship in "Empire Strikes Back," and we spent quite a bit of the first two prequel movies hearing characters talk about how wise and powerful Master Yoda is. Yet we hadn't seen him use a lightsaber, so jumping from just a puppet sitting on a chair for two movies to suddenly this jumping frog with a sword was a bit of a reach.

"We felt if we got into the fight too quickly, the audience would not be able to travel that distance from Yoda being an 800-year-old character to be able to go around with such speed and be nimble," animation director Rob Coleman said on the Blu-ray commentary.

To fix this, the ILM team came up with what they called "The Wizards' Battle," which they hoped would bridge the gap between the old and wise Jedi and the lightning-fast swordsman. This worked wonders because this was the film that gave every Jedi in existence a lightsaber, turning them into actual knights in combat. But we had not really seen a proper Force duel before; we hadn't seen them fulfill the promise of space wizards fighting. Earlier in the film, Anakin talks about how Yoda is the most powerful Jedi alive, and this fight actually shows us why.

In addition to having to sell the audience on the idea that Master Yoda could jump around and fight, the big problem with George Lucas' idea of Yoda dueling was, of course, that Yoda up to this point had always been a puppet. In order for the Jedi master to move and have a choreographed fight scene, they needed a bit more cinematic wizardry than when Kermit rode a bike; they needed an entirely digital version of Yoda. The effects wizards at ILM studied footage from Yoda's first appearance in "Empire Strikes Back" and gave the digital version nuanced movements to simulate the puppet, like a slight ear bounce and mouth movements.

According to the Blu-ray commentary, Lucas was convinced the sequence would work the moment he saw Yoda enter the stage:

"I was worried right up to the point where the animators showed me the shot where he walks in and looks tough. Suddenly, Yoda in his acting, I believe this was a tough character you had to look out for ... This is what we've been waiting for."

"Star Wars: Episode II – Attack of the Clones" is streaming on Disney+.