Continuity mistake: In the first close-up of Amidala in Palpatine's office, Jar Jar is standing right behind her. In the following shot from behind, Jar Jar has disappeared, and Bail Organa and Dormé are standing further away from her than in the previous shot. In the next shot, Dormé, who was standing on Amidala's left in the previous shots, has moved to her right. Then, in the shot from behind where Palpatine suggests that the Jedi protect Amidala, Mace Windu is standing next to her, and Bail is behind her. In the following shot facing Amidala, Mace can't be seen, but he was too close to her in the previous shot to be off camera. And Amidala is standing closer to Bail and the rest of the people with them. (00:05:25)
Continuity mistake: In the tunnel at Geonosis, Anakin and Padmé stop. In the next shot, Anakin's right hand is out of shot and not moving. He then ignites his lighsabre, as if it were in his hand the whole time. But in the previous shots, his hands were empty. (01:33:40)
Continuity mistake: When Obi-Wan and Count Dooku are duelling, the background behind them is inconsistent between shots. They are closer to the walls in the close-ups than in the wide shots, and sometimes the background itself changes between shots. For example, when Dooku says, "Master Kenobi, you disappoint me", there's a wall behind him, but in the previous shot, the opening of the hangar could be seen behind him. (02:00:25)
Continuity mistake: When Yoda and Mace listen to the Senate voting Palpatine emergency powers, Yoda starts on the top ledge nearest the Senate chamber. When the shot changes he has moved down onto a different ledge which wasn't there before. (01:29:45)
Continuity mistake: When Anakin and Padmé embrace outside the moisture farm, there's a dark, round spot in the sand next to them, that wasn't there in the previous shot of Anakin. Anakin can't have been standing on it in the previous shot, because he is standing about one metre away from the position of the spot in both shots (watch his shadow, it is in the same position in both shots). (01:11:00)
Continuity mistake: When Padmé and the Jedi are surrounded by battle droids in the arena, certain people change position or are crouching/standing in a different position between shots.
Continuity mistake: When Anakin and Obi-Wan are talking while Padmé is sleeping, as Anakin says, "It was her idea," his body is turned in a different direction from the previous shot. In the following shot, he is standing in the same position as the first shot, and Obi-Wan has turned in a different direction as well. (00:10:55)
Continuity mistake: In the first shot of the morning scene at the lake retreat (after Anakin's nightmare about his mother), on the extreme left of the screen, you can see the shadow of Padmé being cast on the open door to the balcony. In the next shot, her shadow is cast on the door again as she walks out the door. (00:56:55)
Continuity mistake: When Anakin is holding his dead mother in his arms in the Tusken camp, he holds her closer to his shoulder in the close-ups than in the wide shots. (01:16:45)
Revealing mistake: When Obi-Wan is cut by Dooku's lightsaber and falls, you see one of the wounds (the one on his arm) glowing and then suddenly seem to shrink and disappear, though not totally. This is because it is computer generated and didn't match up exactly with the actor portraying Obi-Wan. Hard to catch, but it is there.
Continuity mistake: When Jango Fett shoots the Jedi that jumped up onto the platform off you see he has only one Westar 34 Pistol. But when he flies into the stadium to kill Mace Windu he has both pistols and then only one again.
Audio problem: When Anakin is talking to Padmé by the fireplace, he says,"My heart is beating, hoping that that kiss will not become a scar", and stops talking, but his profile shows that his lips are still moving. (00:52:30)