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Episode II: Shroud of the Dark Side - An Attack of the Clones Fanedit by DsqrD Studio


NOTE: This fanedit was not created by me, and I am not affiliated with the editor in any way. However, after discovering this edit while browsing through fanedit.org, I was amazed. In my opinion, this may be the best edit of Episode II that has ever been made. Therefore, I wanted to spread the word by sharing it on this site.

NOTE 2: I am no longer sharing links to this edit. If you want the link, PM the original creator, DsqrDStudio.

Running time is about 126 minutes.

Synopsis: As thousands of solar systems threaten to secede from the Galactic Republic, the Dark Side of the Force shrouds the Jedi’s vision. Caught up in a plot to assassinate Senator Padmé Amidala, Anakin Skywalker must navigate the balance between his oath to the Jedi Order and his growing feelings for Padmé. But as Padmé’s own feelings grow amidst a looming galactic conflict, can Anakin and the Jedi turn the tide toward peace, or will war consume them all?

Find out in SHROUD OF THE DARK SIDE, a fanedit that uses deleted scenes (AI-upscaled to 4K with HDR) and some redone visual effects to restructure the love story in “Attack of the Clones” to proceed more naturally and realistically while also streamlining and making sense of the politics behind the Grand Army of the Republic and the Jedi Council.

Intention: I saw “Attack of the Clones” seven times during its theatrical run, and sat through countless additional screenings after it released on home video. Each viewing left me delighted in parts (I love the end battle and the speeder chase, “Blade Runner” comparisons be damned!) but extremely frustrated at others. Too many things just did not make sense.

Why didn’t the Jedi order an investigation into a high-profile senator’s assassination attempt until the third attempt on her life?

Are the Jedi for or against the creation of the army?

If the Military Creation Act vote is imminent, what is the government’s plan to raise the army? Why does the senate simply approve a mysterious army that happens to be discovered at the exact moment one is needed? Who authorized and paid for the army? Where did all the capital ships, support craft, tanks, and weapons come from? Who authorized those war materials? When?

Why would Mace Windu kill Jango Fett after he and Yoda decided to bring the bounty hunter in for questioning?

How could Yoda and Mace Windu sense Anakin’s terrible pain of losing his mother, but send him off with Padmé back to Naboo without Mace Windu even knowing where Anakin is—especially after Anakin nearly abandoned the mission to chase Count Dooku in order to attempt to help Padmé after she fell off the ship?

Why is Anakin already portrayed with anger and antagonism?

The list went on.

I created my fanedit to answer as many of my questions as possible in order to help the film make sense, present the Jedi as competent protectors the audience should care for, and portray the characters with some realistic human motivations and emotions.

Special Thanks:
ArtisDead for the beautiful poster/cover art and for answering all of my many questions.

Special Features:
Faneditor’s audio commentary explaining my thought process and outlining individual cuts, additions, and restructures is available on the second audio track.

Editing Details:
My goal was to make sure that as much of George Lucas’ original story and intentions as possible survived my editing processes so that this edit would be a more enjoyable retelling rather than an utterly slashed up rebuke of the original source material. Nevertheless, I’ve made several significant changes, the removal of Padmé’s back-and-forth resistance to her growing love for Anakin chief among them. You will not find the fireplace scene in this edit! The spirit of their secret love remains, though, as you will discover when you watch their first conversation together in Episode III. It’s all about finding balance, which is my ultimate guideline.

There are many Star Wars materials out there, from novels and comic books to a number of official TV series and fanedits. I’ve enjoyed and learned from a number of fanedits over the years, but wanted to make my own to balance out the ones that go too far and others that do not go far enough. While working on my edit, I was conscious of the official story materials and did my best not to alter anything that contributes to the overarching story of Star Wars. Admittedly, I weighed the original six episodes and Clone Wars series created by George Lucas heavier than the materials released by Disney, but I don’t believe I’ve made any changes that contradict the entirety of the cannon. As a specific example of keeping the cannon in mind, I reinserted the fight between Obi-Wan and Jango Fett on the Kamino platform because Mandalorians have a long history with the Jedi and do not back away from fighting them. This canonical reasoning helps justify George Lucas’ choice to include this scene to show off Jango’s costume. (I acknowledge that the movie’s pacing works better without this fight scene, but for the sake of canonical accuracy and my own prerogative of enjoying the costume and music, I put it back.)

Cuts and Additions:

  1. Intentionally kept the line, “Senator, we’re making our final approach into Coruscant” to fool a first-time audience member to believe Padmé is on the ship.
  2. Cut Typho’s “we made it line.”
  3. Cut Cordé’s lines about failing the senator.
  4. Cut Padmé’s “I shouldn’t have come back” line and Typho’s subsequent lines pleading for her to follow him. Created a special effect of Typho moving behind Padmé to make the cuts look natural.
  5. Added a backlight to R2-D2.
  6. Cut Yoda’s line about warm feelings in his heart.
  7. Intentionally retained the lines about Ansion as a bit of expository world building.
  8. Recolored the edges of Obi-Wan and Anakin in multiple shots in the elevator to remove green screen spill.
  9. Removed discussion of Anakin not having seen Padmé for ten years. This information is implied by the next scenes, but the explicit mention of ten years felt both unnecessary and odd given that they both live and work on the same planet (Coruscant).
  10. Removed Anakin’s “for a senator, I mean” line and created a special effect to replace Obi-Wan’s original annoyed look with a happy one. Also replaced Padmé’s original uncomfortable reaction with a warm smile.
  11. Cut the argument between Anakin and Obi-Wan about not having orders to conduct an investigation. In this version, investigation is part of the Jedis’ mandate. However, half of Obi-Wan’s line about not exceeding their mandate is retained in order to characterize him as the more careful of the two.
  12. Padmé’s previously uncomfortable looks are replaced by a brief, knowing look from Captain Typho, informing his later line about Padmé’s rashness.
  13. Removed exchange between Anakin and Jar-Jar Binks about Padmé’s feelings.
  14. Removed Anakin’s line, “I don’t think she liked me watching her.”
  15. Added a speeder in the background that originally only appeared halfway through its flight path, thereby seemingly coming out of nowhere.
  16. Removed the bickering about Obi-Wan’s and Anakin’s center tuning.
  17. Intentionally retained Cordé’s “you all right, my lady?” line because I did not want to lose the musical transition into the speeder chase.
  18. Cut Obi-Wan’s shoulder banging into the wall.
  19. Trimmed the speeder chase to reduce bickering, remove “funny” moments from aliens, and generally streamline the pace of the action. Removed some shots of Obi-Wan and Anakin falling to (slightly) increase the credibility of these scenes. Removed any mention of Yoda’s saber skills, preserving the surprise for the end of the film.
  20. Intentionally preserved Zam’s face change and later lines about her physiology as a changeling to preserve continuity, aas she turns into her natural form when she dies.
  21. Trimmed Anakin landing on Zam’s speeder to make this move more intentional and successful.
  22. Removed Zam firing her blaster at Anakin on the roof of her speeder. Anakin now short circuits Zam’s speeder with his light saber. Added a new special effect shot and sound effects to this scene.
  23. Removed shots of Anakin losing his lightsaber and its subsequent flight through the air until Obi-Wan catches it.
  24. Painted out all shots of Obi-Wan running with Anakin’s lightsaber. Now Obi-Wan simply appears to run.
  25. Removed the exchange outside of the club about the lightsaber’s importance. Used special effects to reposition Obi-Wan’s and Anakin’s arms to paint out the original lightsaber handoff.
  26. Intentionally retained the POV shot inside the club, since this is not the first nor only POV shot in STAR WARS. (See C-3P0’s POV shot in “The Phantom Menace”)
  27. Removed Anakin’s uncontrolled anger at Zam. This resulted in the need to remove some of Zam’s resistance to giving Anakin and Obi-Wan the information they wanted.
  28. Intentionally did not add “Kamino System” subtitle to Zam’s death as has been done in various other edits. Though I did do this in an earlier version, this version beefs up and extends the mystery.
  29. Removed the words “home planet of” from Mace Windu. We already know that Naboo is Padmé’s home planet.
  30. Removed the Jedi council urging Anakin to ask Palpatine to persuade Padmé to leave Coruscant. Now this idea is on Anakin’s own initiative.
  31. Removed the scene between Mace Windu, Obi-Wan, and Yoda in the halls of the Jedi temple.
  32. Trimmed the conversation between Padmé and Jar-Jar.
  33. Trimmed the dialogue as Anakin follows Padmé to her room to remove the mention that the Jedi council only ordered the investigation after the second assassination attempt.
  34. Removed Anakin’s complaints about Obi-Wan.
  35. Removed the white haloing around Padmé’s face when she walks away after her “uncomfortable” line by creating a special effect.
  36. Added a backlight to R2-D2 as he follows Anakin and Padmé to the refugee ship at the Coruscant space port.
  37. Replaced the original circular wipe transition to Dex’s diner to transition to a deleted scene of Obi-Wan and the Jedi Temple’s analysis droids. The scene has been upscaled and recolored to match the rest of the footage.
  38. Created a special effect morph of Obi-Wan’s face when he lifts the dart following the analysis to fill in missing frames from the original DVD footage.
  39. Created a special effect of Obi-Wan’s face as he waves the dart around and says, “I know who can identify this” in order to compensate for the original footage fading to black before the circular transition could complete to the next scene.
  40. Originally deleted, but now restored Dex’s diner for two reasons: (1) Dex gives Obi-Wan information about the dart and the Kaminoans that Obi-Wan references in later scenes. Cutting this scene disrupts the informational flow of the rest of the film; and (2) after contemplating this scene for 20 years, it feels too quirky and George Lucasy to remove.
  41. Removed the scenes of Yoda training the younglings.
  42. Created a new scene of Jedi telepathy akin to the ones from “The Empire Strikes Back” between Obi-Wan, Yoda, and Mace Windu. Using some of the lines from the cut younglings scene and footage from the later cuts of Yoda and Mace Windu discussing Anakin’s “terrible pain,” this new scene communicates the vital information that “only a Jedi could have erased” the files about Kamino without making Obi-Wan look like a moron who cannot figure out that if gravity is pulling toward one specific spot, there might be something there even if it’s not in the archives.
  43. Added a backlight to R2-D2 in two shots on the refugee ship.
  44. Upscaled, converted to HDR (for the 4K version), and reinserted a deleted scene of Obi-Wan and Mace Windu walking to Obi-Wan’s Jedi fighter. Here, Obi-Wan references the preceding telepathy scene by asking Mace if he believes that a Jedi really could have erased the files about Kamino. Some of the cut lines from the halls of the Jedi temple are exchanged here, showing Obi-Wan’s concern about Anakin.
    a. Corrected a piece of Obi-Wan’s head that jumped upward for four frames so that it remains in place.
  45. Upscaled, converted to HDR (for the 4K version). and reinserted footage from a deleted scene to extend the conversation between Anakin and Padmé as they land at Theed and walk on the terrace. Now, Anakin is depicted as getting to know Padmé without complaining or turning the conversation all about him. Padmé reveals vital information about how she thought she would be married by now, helping to explain why she would choose to get married so quickly by the end of the film.
  46. Trimmed the scenes inside the queen’s throne room to retain the vital information about not having a “full scale war since the formation of the republic” without depicting Anakin as whiny and hot-headed.
  47. Trimmed the conversation between Obi-Wan and the Kaminoan prime minister to cut out the specific number of ready clones.
  48. Upscaled, converted to HDR (for the 4K version), and reinserted a deleted scene of Padmé’s and Anakin’s visit to her family home. These scenes depict Anakin in a happy, patient manor, further helping to explain why Padmé would fall in love with him. We also see her family gently nudge her in love’s direction, and we now know who those people are when they (SPOILER ALERT!)…… attend her funeral in the next film.
  49. Restructured the story to remove Padmé’s and Anakin’s arrival at the lake. After her family home, we cut back to Obi-Wan’s inspection of the army, followed by the love birds’ picnic in the grass.
  50. Following Obi-Wan’s conversation with Jango Fett, we cut to the sunset dinner, but note that in this version of the movie Padmé and Anakin have not kissed yet. Nor has there been more back and forth about their relationship. This scene has been trimmed to remove some of the CGI when Anakin cuts Padmé’s fruit. A special effect to fill in her lips helps her eating the CGI fruit look a little more real.
  51. The scenes by the fireplace are removed in their entirety. There is no mention of Padmé and Anakin keeping their relationship a secret. This information is revealed in the next film when Anakin exclaims, “I’m tired of this deception. I don’t care if they know we’re married.”
    a. Instead, we transition from the sunset dinner to a sunset walk. The scenes by the lake have been recolored to match the sunset.
  52. Intentionally retained Anakin’s line about sand to deliver a bigger emotional punch later in the film when Anakin grabs a fistful of sand at his mother’s funeral.
  53. Now, they kiss by the lake at sunset and Padmé does not pull away. We’re left to believe that they will make love when the sun sets.
    a. Recomposited Anakin’s eyes so that they don’t slightly open as he’s kissing Padmé.
  54. Cut Anakin’s dream of his mother while writhing around in bed. We now transition from Yoda and Mace discussing growing adversaries to Anakin and Padme standing on their terrace in the morning light. Clad in her nightgown, Padmé tells Anakin that she heard his nightmare the night before, further suggesting that they made love.
  55. Originally trimmed the duel between Obi-Wan and Jango Fett, but reinserted it based on years of lore of the Mandalorians’ wars with the Jedi.
  56. Removed the “okie dokie” line from the chauffeur droid.
  57. Created a special effect to make Wato’s mouth sync enough to say, “Jedi” when he first sees Anakin so that the silly comedy of the scene could be appropriately trimmed.
  58. Trimmed the battle in the asteroid field to streamline the action and have the seismic charges propel Obi-Wan into the cave, without him following Jango’s path. Now, Slave I (or the Firespray, if you prefer) surprises Obi-Wan as he leaves the cave.
  59. Removed Boba Fett’s maniacal laughter.
  60. Cut a few frames so that R4 fires the spare part canisters as soon as Obi-Wan instructs. This is the very first edit I made to this film.
  61. Trimmed Obi-Wan’s approach to Geonosis and the Trade Federation ships.
  62. Removed Owen Lars’ “I guess I’m your stepbrother” line as well as the introductions between the four characters. Unfortunately, this had the effect of removing Beru’s one line in this film.
  63. Removed some of Cleeg Lars’ lines to streamline the conversation. The audience understands that he’s injured and cannot ride. No need to repeat it in dialogue.
  64. Recolored Obi-Wan in the caves on Geonosis to remove some of the blue screen spill on his hair, face, and clothes.
  65. Trimmed Wat Tembor’s radio malfunction with a morph cut. He now has a slight spasm in his hand that fits with the malfunctioning modulation of his voice.
    a. Attempted to cut the CGI creatures in the Separatist Council scene, but this disrupted the musical flow too strongly. The resulting cut would have been too jarring and obvious.
  66. Replaced the Anakin killing the Tusken Raiders transition. This scene now transitions from Anakin to Obi-Wan, blindly unaware of the terrible pain his apprentice and best friend is going through. Retained the audio of Qui-Gon Jinn in this transition but removed the sounds of Anakin and the Tuskens.
  67. Recolored Obi-Wan outside of his fighter to remove blue screen spill.
  68. Added a backlight to R2 as he receives Obi-Wan’s message on the ship.
  69. Removed Cleeg Lars’ eulogy of Shmi Skywalker. This scene is not about Cleeg or Shmi. It’s about Anakin’s dealing with his mother’s death.
  70. Added backlight to R2-D2 as he reaches the funeral.
  71. Added backlight to R2-D2 as the Noobian ship prepares for takeoff.
  72. Changed the subtitles in Palpatine’s office to suggest that at least some senators knew that Syfo-Dias ordered the clone army, and that now it’s time for the entire senate to know. This also helps to confirm that Syfo-Dias did indeed order the army before Darth Tyranus took over the project following the Jedi’s death.
  73. Removed the “if only Senator Amidala were here” line to give Jar-Jar agency in making the decision to betray the entire galaxy.
  74. Rearranged shots once the Noobian ship lands on Geonosis to keep C-3P0 and R2 on the ship for the rest of the movie. Created a special effect shot of Padmé walking past R2 to sell the cut footage.
  75. Created a special effect shot to keep the factory door closed (so as not to reveal R2 and 3-P0 as per the original shot) when Anakin Force-flings the Geonosians.
  76. Significantly trimmed and rearranged the sequence inside the droid factory. Padmé is now saved by Anakin using the Force. Anakin still loses his lightsaber but doesn’t say anything about Obi-Wan killing him.
  77. Removed all dialogue about dying inside while in the cave inside the Geonosian arena.
  78. Trimmed the arena scenes to streamline the action, increase its pacing, and get rid of some of the CGI shots. Anakin is now able to ride his creature right away and Padmé doesn’t swing around to kick her rat.
  79. Intentionally retained Mace Windu’s introduction because it is bad ass.
  80. Rearranged the order of the Jedi reveal. When Mace says, “this party’s over,” we cut back to a reaction shot of Dooku. A special effect shot paints out the ignited lightsabers behind him. The Jedi reveal now comes after Dooku replies, “You’re impossible outnumbered” and Mace counters with, “I don’t think so.”
  81. Removed all shots of R2 and 3-P0 during the battle.
  82. Removed some of the matte lines around the female and male Jedi duo up on the rampart.
  83. Recolored Ki-Adi-Mundi’s lightsaber from green to blue as the Republic Gunship lands behind Anakin and him, correcting a studio gaffe that accidentally painted his lightsaber the wrong color (green) in that shot.
  84. Cut Anakin’s command to, “Aim right above the fuel cells” and Obi-Wan’s subsequent praise
  85. After Yoda’s initial Force lightning battle with Dooku, removed his line, “The Dark Side I sense in you.”
  86. Removed Mace’s “Where is your apprentice” question in the Jedi Council chambers.
  87. Added a Fanedited By DsqrD credit to the credits, after Edited By Ben Burtt.
  88. Added Darth Vader’s breathing to the very end of the end credits.

My preferred Skywalker Saga experience:


I watched this edit and I agree, it may just be the best version of this movie.


Everything here sounds great to me! I’d love to give it a watch please 😃


This edit seems to fix everything I always wanted to fix myself. I would love to have a look for myself, could I get a link please?

“Vader! Hologram, now!”


May I have a link, please?

Italian faneditor.

PM me for links if interested.


Could I get a link please?
Thank you.


I would like to get the link too please!


Sounds great, I’d love a link as well.


This edit seems to be very similar to Hal’s. I think I just don’t agree with two or three scenes in Hal’s edit, which are: keeping Anakin’s first kiss with Padmé, cutting Yoda’s fight and cutting Jango’s speech about Boba being a clone. Looks like a good edit


I didn’t know this post existed until a few minutes ago. I’m overwhelmed by this review and want to thank everyone who watched this edit!