Directed By: George Lucas

Written By: George Lucas & Jonathan Hales

Cast: (main characters only)

Opening Crawl:

Plot Synopsis:

After the opening crawl fades away, the view of stars pans down to show the Republic capital of Coruscant. A large silver ship and several Naboo fighters descends towards the planet. We cut to the clouds of the planet as the ship and its escort fly down through the clouds and land on a large landing platform. A man with an eye patch climbs out of one fighter, while a smaller pilot climbs out of another. Senator Amidala, dressed in formal attire and makeup, begins to descend the ramp of the large ship with her entourage when an explosion rocks the platform and destroys the ramp. The smaller pilot climbs to her feet and rushes to the Senator's side. The pilot removes her helmet to reveal herself as Padme Amidala. The woman dressed as the Senator was one of her handmaidens, and dies after telling Padme she failed her. The man with the eye patch quickly grabs Padme and rushes her away from the platform.

We then cut to Chancellor Palpatine's office. Palpatine, looking prematurely aged and worn, sits in his chair with a large window behind him showing the splendor of Coruscant. Sitting around his desk are several members of the Jedi Council - Mace Windu, Yoda, Plo Koon, Ki-Adi-Mundi. Palpatine is explaining to them how he can't hold off the vote (to create an army) much longer. Mace explains that there aren't enough Jedi to protect the Republic if it comes to war between the Republic and the Seperatists, a very real possibility since more and more star systems are joining the Seperatists every day. Palpatine asks Yoda if he thinks it will come to war, and Yoda senses that something much worse than war is on the horizon, but cannot tell what exactly since the Dark Side of the Force clouds everything these days.

At that point, Amidala and her supporters arrive. Palpatine and the Jedi express their concern over her welfare, believing the attack to be by disgruntled miners from Naboo. Amidala feels that the attack was the work of Count Dooku, the Seperatist leader, but Mace assures that Dooku would never do something like that, since he used to be a Jedi Master before leaving the Order. Palpatine suggests that the Jedi protect the senator, and they agree to assign Obi-Wan Kenobi and his apprentice Anakin Skywalker as bodyguards to Amidala. Amidala is reluctant about having more bodyguards, but she finally accepts.

Next we see Obi-Wan, now bearded, and Anakin, now a tall, lanky fellow, riding in an elevator towards Amidala's apartments. Their conversation reveals that Anakin, normally cool and composed, is extremely nervous about seeing Amidala again after ten years. When they get to the top, they are greeted by Jar-Jar Binks, now the Gungan senator for Naboo. He takes them into the apartment, where Amidala and her group are waiting. Amidala is happy to see them both, and is somewhat surprised at how much Anakin has grown in the past 10 years. Anakin tries to be smooth in front of her but ends up embarrassing himself. Amidala expresses her dismay at having more bodyguards assigned, and states that she wants answers, not more protection. Anakin confidently assures her that they will find out who's trying to kill her, in direct opposition to Obi-Wan's statement that they're there only to protect her, not begin an investigation. The two Jedi argue over their assignment in front of the group, with Obi-Wan finally silencing the headstrong Anakin.

After Amidala retires to her chambers, Anakin expresses his displeasure that Amidala showed no interest in him. Obi-Wan reprimands him, stating that he must learn to focus on the positive, not the negative. The two begin to inspect the chamber. Several miles away, in front of a large flashing neon sign, an assassin (Zam Wessell) steps up out of her speeder. Waiting for her is a man in silver armor (Jango Fett). She tells him that she got the ship but the senator got away. Fett hands her a foot-long tube. A closeup of the tube shows two slug-like creatures contained in it, and Jango tells her they're very poisonous. He then leaves and Zam puts the tube into a small droid, which flies off towards the Senate building.

Back in Amidala's apartment, Obi-Wan arrives and tells Anakin that the elevators appear secure. They begin to talk, and Obi-Wan figures out that Anakin is using Amidala as bait to capture the assassin. They also discuss the nightmares Anakin's been having about his mother. In Amidala's room, R2-D2 is watching over the room, which is covered by laser beams about a foot off the floor. As he turns away, the droid launched by Zam begins silently cutting through the window. It then ejects the tube and the two slug-creatures crawl down into the room. They slither below the laser beams and over to Amidala's bed. A second before they strike, Anakin and Obi-Wan sense the disturbance and break into the room. Anakin ignites his lightsaber and neatly severs the creatures in half without touching Amidala. Obi-Wan jumps out the window and grabs the assassin droid. As the droid races off into the city with Obi-Wan in tow, Amidala's guards rush in and Anakin races out of the room.

Across the city, Zam waits for the droid's return. When she sees it coming with Obi-Wan attached, she gets out a rifle and fires at the droid, destroying it. Obi-Wan plummets down through the city and lands in a speeder driven by Anakin. The pair then proceed to chase Zam, who has fled in her speeder. The speeder chase takes them through several areas of Coruscant. Their conversation during the chase shows that Anakin is cocky and arrogant. Finally, when Obi-Wan is confident they've lost her, Anakin jumps from the speeder and lands on Zam's. He attempts to cut through the speeder's roof, damaging the controls in the process. The speeder crashes down into one of the streets of Coruscant, near a nightclub. Anakin pursues Zam into the club, and is met by Obi-Wan, who parked nearby. Obi-Wan tells Anakin to search the club while he gets a drink. When Zam attempts to sneak up on Obi-Wan at the bar and shoot him, he spins around with his lightsaber and cuts off her arm. The two Jedi then take the wounded assassin outside, where she nearly tells them Jango Fett's name, but is instead killed with a poison dart. Obi-Wan removes the dart, now their only evidence.

The next morning, Obi-Wan and his apprentice are standing before the Jedi Council. Strangely, some of the seats are empty. The Council orders Obi-Wan to find the killers, while Anakin will continue to protect the senator. They decide that Anakin and Amidala must return to Naboo. A foreshadowing scene ensues where Palpatine expresses great confidence in Anakin and instructs him to trust his feelings, not his training. Obi-Wan, on the other hand, tries to tell Mace Windu and Yoda that Anakin is not ready for his own assignment -- that his abilities make him arrogant and rash. Back at Amidala's apartments, she is not happy to hear the news, and chafes at the authority given Anakin. As the two talk, Anakin begins complaining about how no one trusts him and that Obi-Wan is not letting him reach his full potential. Amidala tries to comfort him, but becomes uncomfortable at their closeness. She then leaves Jar-Jar in charge during her absence.

At a bus station, Anakin and Amidala depart after saying their goodbyes to Obi-Wan and her entourage. Obi-Wan admonishes Anakin not to do anything rash, and to consult himself or the Council before taking any action. A rather petulant Anakin agrees. The senator and he then board a refugee freighter along with R2-D2 and begin their journey towards Naboo. Back in Coruscant, Obi-Wan walks into a diner and sits down. A minute later, he is greeted by Dexter Jettster, a large four-armed ex-mercenary friend of his. Obi-Wan shows Dexter the dart and explains that the analysis droids at the Jedi Temple couldn't identify it. Dexter identifies it as a Kamino cyberdart, and explains that the Kaminoans are master cloners on a watery world across the galaxy. Obi-Wan later attempts to locate the planet in the star system Dexter mentioned, but it doesn't show in any of the Jedi's charts. He consults Yoda, who correctly concludes that someone removed the planet from their charts -- something only a Jedi can do.

On the freighter, Anakin and Padme are eating a meal together. They start out discussing Naboo, but end up talking about how a Jedi is forbidden to love or marry. Anakin downplays the restriction, and reasons that love is part of the Force, and therefore cannot be a bad thing. Although she is uncomfortable with the subject, Amidala apparently finds herself attracted to Anakin. We next see them on Naboo as they cross a large courtyard. Anakin is recalling how much he has dreamt of Naboo, and the two discuss various topics. Among them is the fact that Amidala was the most beloved Queen Naboo has ever had, and that she was invited to become Queen for life, but declined the position. Anakin comments that their generation is going to change the galaxy.

Later, Amidala briefs the current Queen on the Seperatist situation, and then begins to discuss her plans while on Naboo. When Sio Bibble refers to Anakin with the honorific "Master Jedi", Amidala corrects him and tells them that Anakin is just an apprentice. She then starts to explain that she will stay in the upper lake country at an isolated location. An angered Anakin begins to protest, but is quickly silenced by Amidala.

Out in space, a Jedi starfighter emerges from hyperspace, bearing Obi-Wan towards Kamino. He lands on a platform attached to the capital city, which looms above the ocean on stilts. When he walks in out of the rain, there is a tall skinny alien waiting for him. She introduces herself as Taun We, assistant to the planet's leader Lama Su. She also mentions that they have been waiting for him, a fact that greatly surprises Obi-Wan. She guides him to a brightly lit room where he sits across from the Prime Minister. Lama Su explains that the clone army is nearly ready, with more clones on the way. A confused Obi-Wan plays along and discovers that the clone army was purchased for the Republic some ten years ago by a Jedi Master named Sifo Dyas, a Jedi whom Obi-Wan claims died around the same time. He is then given a tour of the cloning facilities, and learns that the original template for the clones was a bounty hunter named Jango Fett. He also learns that Jango demanded one of the original clones, unaltered with genetic tampering or growth acceleration, as part of his payment. As Obi-Wan looks out over thousands of clone troopers in white armor, he states that he would like to meet this bounty hunter.

Back on Naboo, Anakin and Amidala are growing closer as they picnic and take strolls on balconies. They begin to discuss politics, and Anakin expresses his belief that a good man should take control of the Senate and the Republic to ensure things are done right. Amidala disagrees with the idea, but the conversation soon turns towards other things. Besides playing in the grass and sun, the two also share their first kiss, an act which Amidala regrets. On Kamino, Obi-Wan has a tense meeting with Jango Fett and his "son", Boba (the unaltered clone). As Obi-Wan leaves, Jango instructs Boba to pack his things. Obi-Wan then contacts the Jedi Council on Coruscant, expressing his belief that it was Jango who killed Zam. The Council instructs Obi-Wan to arrest Jango and bring him to Coruscant for questioning.

That evening on Naboo, Anakin and Amidala have a playful dinner together, after which Anakin declares his love for the senator. She resists, stating that despite whatever feelings they have for each other, their duty must come first - hers to the Republic and his to the Jedi. Anakin nearly throws a fit and gives an empassioned speech about how they cannot live without each other, but Amidala replies that to live with each other would destroy their lives. Saddened, Anakin reluctantly agrees. The next morning, Amidala finds him brooding outside on the balcony. It seems he has sensed that his mother is in danger on Tattooine, and he has decided to go after her. Amidala has fond memories of Shmi, and agrees to go with him.

We cut back to Kamino. On a landing platform, the Fetts are placing the last of their belongings in their ship. Boba sees Obi-Wan come out onto the platform, and shouts a warning to Jango, who tells the boy to start up the ship. Jango, wearing his armor, then proceeds to fight Obi-Wan. The two clash across the platform, kicking and punching. Jango finally captures Obi-Wan's hands with a cable attached to his arm gauntlet and attempts to drag him by rocketing into the air. Obi-Wan wraps the cable around a column, bringing him crashing back down to the platform. The Jedi then runs over and kicks the bounty hunter, knocking him over the edge of the platform. Still connected by the cable, Obi-Wan goes over as well, sliding past Jango who has secured a purchase on the slippery slope. Jango then releases the cable from his gauntlet, allowing Obi-Wan to swing down to a lower platform. When Jango peers over the edge and doesn't see Obi-Wan, he claws his way back up to the ship. Just as they're taking off, Obi-Wan runs back out on the platform and tosses a homing beacon onto the ship's hull.

On Tattooine, Anakin and Amidala track down Watto, now broken down and penniless. Anakin asks after his mother, and Watto explains that she was purchased and freed by a moisture farmer named Cliegg Lars. Watto states he even heard that the two got married. Anakin flies out to the Lars homestead, where he is reunited with C-3PO (now complete) and meets his stepbrother, Owen Lars, and his girlfriend, Beru. As he asks after his mother, Cliegg rolls up in a wheelchair. He is missing one of his legs, and explains that their farm was attacked some time back by Tusken Raiders. The raiders kidnapped Shmi, and Owen and other farmers have been unable to find her. Anakin storms out of the homestead and jumps on Owen's swoop. He races off into the desert.

Somewhere out in space, we see Obi-Wan's ship emerge from hyperspace in pursuit of the Fetts. He chases them into an asteroid field, where they first play cat and mouse through the asteroids, and then fire several missiles at the Jedi. Believing him to be dead, they proceed to the rocky planet below. A very much alive Obi-Wan then descends to the planet and finds a canyon to land in. Surveying his surroundings, he begins the trek back towards the facility where the Fetts landed. Once there, he discovers that the planet, Geonosis, is actually an enormous factory where a droid army is being built. While sneaking through the compound, he overhears a conversation between Count Dooku and his allies as they plot the overthrow of the Republic. Bearing this grim news, he travels back to his fighter to warn the Council.

On Tattooine, we witness Anakin as he sneaks up on a Tusken camp at night. He cuts through the back wall of the largest tent to find his mother beaten and near death. Cutting her loose, he has only enough time to tell her he loves her before she dies in his arms. An enraged Anakin walks out of the hut and begins to slaughter every living thing in sight. The next morning, he carries his mother's body into the Lars homestead as the rest of her new family look on. While in the workshop that night, Anakin loses his temper and explains to Amidala that he could have saved his mother if Obi-Wan and the Jedi hadn't been holding him back. He then breaks down and confesses to her about how he killed the Tusken tribe. The following morning they bury Shmi and give her a small funeral. Anakin's grief overwhelms him, and he vows to become the most powerful Jedi the galaxy has ever seen. The mourners are interrupted by R2-D2, who comes rolling up exclaiming that there's an urgent message on the ship.

On the ship, a pre-recorded hologram of Obi-Wan asks Anakin to relay the message to the Jedi Council on Coruscant, since his communications relay was damaged in the dogfight with the Fetts. As the Council, Anakin, and Amidala watch the message, they learn that Dooku and the Seperatists are planning to overthrow the Republic, and they also witness Obi-Wan's capture by the Geonosians. The Jedi Council announces that they will handle the matter, and order Anakin to remain on Tattooine and protect the senator above all else. Anakin feels torn between protecting Amidala and rescuing his master, but Amidala comes up with the solution -- she is going to rescue Obi-Wan, so if Anakin wants to protect her, he'd better come along. Along with R2-D2 and C-3PO in tow, they head off towards Geonosis.

In Palpatine's office on Coruscant, he discusses the situation with the Jedi Council. Palpatine's supporters demand that the army be used, but Palpatine appears reluctant to do so. Besides, he comments, it will take too long for the Senate to decide whether or not to use the new army. He inquires as to whether the Jedi could help, but Yoda states that only two hundred Jedi are available on such short notice. Palpatine's aide notes that the Chancellor must be given emergency powers in light of the desperate plight the Republic finds itself in. Palpatine reluctantly agrees, but mentions that it would take a brave senator, like Amidala, to bring forth such a bold proposal. Jar-Jar, Amidala's acting representative, looks on in thoughtful silence.

On Geonosis, Obi-Wan is floating in a statis field. Dooku comes in and starts pacing around him, attempting to sway him towards the Seperatists' cause. Obi-Wan learns that Qui-Gon was Dooku's Padawan apprentice, and that Dooku left the Jedi Order after Qui-Gon was killed. Dooku attempts to coerce Obi-Wan by telling him that he's tracked down the Sith Lord responsible, and that the very same Sith is controlling the Senate of the Republic. Obi-Wan, of course, doesn't believe him, and vehemently refuses to be persuaded. Dooku insists that, without Obi-Wan's cooperation, it may be difficult to get him released.

Amidala's silver ship approaches Geonosis and lands on a platform in one of the large venting shafts. Anakin and Amidala climb out and look around. They instruct the droids to remain in the ship and then the pair of them crawl into the venting duct. As they walk through the halls of the compound, the rough-surfaced walls erupt into a flurry of insect-like Geonosians, and the two retreat further down the hall. They emerge into a droid factory, and fall onto seperate assembly lines. Anakin begins to carve his way through the machinery, while Amidala does her best to dodge the robotic arms grasping for her. Back on the ship, R2-D2 decides to investigate, and C-3PO feels he has no choice but to follow. They, too, are attacked by Geonosians, and find themselves in the same factory as the two humans. R2-D2 manages to rescue Amidala, but C-3PO accidentally gets his head placed on a battle droid body. His body, in return, receives a battle droid head. Anakin's lightsaber is cut in half by a press, and the two are soon surrounded by Geonosians. They have little choice but to surrender. The two droids are ignored.

In the massive Senate Chamber on Coruscant, Palpatine attempts to control the disorderly Senate as they debate the issue of the Seperatists. Jar-Jar steps forward and makes the motion to grant the Chancellor emergency powers. The issue is immediately voted on, and carried. Palpatine states that, once the crisis has been averted, he will immediately relinquish his emergency powers, and that he accepts the burden only in order to serve the Republic. He then states that his first act will be to initiate a Grand Army of the Republic, using the clone army currently at their disposal. The Senate erupts into a chorus of booing and cheering.

The captured Anakin and Amidala now stand in a chariot, chained to the harness. A door in front of them looks out on a large arena. Fearing her imminent death, Amidala feels she has little to lose by confessing her love for Anakin. As the two start to kiss, they are roughly carted out into the arena. In the middle, they are chained to poles alongside Obi-Wan Kenobi. The Geonosians then scatter as three ferocious beasts - the bull-like Reek, cat-like Nexu, and crab-like Acklay. The three monsters are herded towards our heroes by nervous Geonosians using long shock-poles. As the animals near them, the two Jedi use the animals to break their chains, while Amidala (who had already picked the lock on her chains) scrambles to the top of her pole. While Obi-Wan fights off the Acklay with a shock spear, Anakin uses the Force to calm the Reek and rides the brute around the arena, stampeding over panicked Geonosians. Amidala fends off the Nexu using her chain, and eventually sends the creature plummeting down to its death.

As Dooku and the Trade Federation representatives (Nute Gunray and Rune Haako - see Episode 1) watch from a balcony, Mace Windu sneaks up behind them and places his lightsaber to Jango Fett's throat. He demands that the executions be stopped as hundreds of Jedi drop down into the arena. Dooku gestures, and thousands of battle droids pour into the arena from all sides. Jango then fires at Mace with his flamethrower, and the Jedi Master drops down into the arena as he sheds his outer robe. Two Jedi Knights toss spare lightsabers to Obi-Wan and Anakin, and the battle begins. Jedi Knights and Masters use the Force and their lightsabers to dismantle hundreds and hundreds of droids, but the Jedi are dropping left and right as well. Amidala picks up a blaster rifle and joins the fray.

Jango Fett flies down into the arena, blasting Jedi with his dual pistols. As he heads for Mace Windu, the Reek sees them both and charges. Mace dodges but Jango isn't so lucky. He's stampeded by the Reek, but manages to avoid the massive hooves. As the Reek turns around, Jango fires a single shot into the Reek's eye, killing it instantly. As the dead Reek slides to a stop at his feet, the bounty hunter turns toward Mace, just as Mace looks at him. Jango begins firing a volley of shots towards Mace, who deflects them all with his lightsaber while running towards Jango. As he gets closer, Mace spins and lops off Jango's head, sending it rolling across the arena. The Jedi Master then moves off to help his fellow Jedi. A stunned Boba Fett looks down at the head in shock.

Despite their victories, the Jedi are soon reduced to about twenty, half of which are wounded. They huddle in a circle in the middle of the arena, as thousands more battle droids march out. Dooku stops the droid army with a gesture, and asks Mace to surrender. Mace refuses, and Dooku raises his hand for the attack to begin anew. At that moment, several gunships descend into the arena and land around the surviving Jedi. Hundreds of clone troopers spill out, as Yoda leads them into battle. The gunships begin making short work of the droids, and Dooku retreats into the fortress. On the other side of the arena, a tearful Boba Fett clutches his "dad's" helmet and holds it close to his chest.

Outside the fortress, thousands upon thousands of battle droids, tanks, and other automated weapons roll across the sand to clash with an equally impressive number of clone troopers, gunships, and massive six-legged walkers bristling with weaponry. Inside the fortress, Dooku speaks with the Geonosian leader, who presses a device into his hands, stating that "the ultimate weapon" must not fall into enemy hands. Dooku activates the device and a small hologram of the Death Star appears. He then retreats further into the fortress, abandoning Nute Gunray and Rune Haako. Out on the battlefield, Obi-Wan and Anakin gaze in wonder at the massive army that rescued them. Yoda says that Dooku must not escape and orders Obi-Wan and Anakin to go after him. They climb into a gunship and head towards the fortress hangar as Yoda heads off towards the clone trooper command center.

The gunship with Obi-Wan, Anakin, and Amidala on it approaches the fortress in time to see Dooku rocket out on a speeder bike. The gunship takes off in pursuit, but is harried along the way by two Geonosian fighters escorting the Count. During one maneuver, Amidala falls out of the ship to the dunes below, and Anakin nearly attacks Obi-Wan when he restrains him from jumping out after her. He demands that they turn back, but Obi-Wan refuses, stating that their duty now is to capture Count Dooku. Anakin, concerned for Amidala, stares out the port with hatred and anger in his eyes. Back on the ground, the clone troopers use heavy artillery guns to bring down the Trade Federation ships as they attempt to take off. Yoda senses Amidala's plight and orders transport. A few minutes later, a clone trooper is helping Amidala to her feet.

As Dooku approaches his ship in a secret hangar, he is startled by Anakin and Obi-Wan. Anakin rashly rushes into battle with Dooku, and is flung across the room by blue Force lightning. Obi-Wan and Dooku duel with lightsabers, until the superior skills of Dooku allow him to drive his lightsaber through Obi-Wan's leg. Watching his master fall gives Anakin the strength to rise up and tackle Dooku with his saber, preventing the final blow. Obi-Wan tosses his own lightsaber to Anakin, and the young apprentice proceeds to back Dooku across the room using a two-sabered attack. Dooku is impressed but presses back, causing Anakin to lose one of his lightsabers in the process. Dooku then backs Anakin across the room and finally ends the fight by cutting off his arm below the elbow. Now weaponless, the agonized Anakin falls across Obi-Wan on the floor and looks up as Dooku prepares to deliver the death blows. Dooku smiles in victory, but is distracted by a tapping noise. As the tapping noise grows closer, Dooku gazes towards the hangar door and stares in shock as Yoda hobbles in on his cane. This will be a fight not to miss.

Yoda and Dooku acknowledge each other, as former Master to former Padawan, and then Dooku uses the Force to hurl machinery at Yoda, who easily deflects it all. Dooku then shoots a volley of Force lightning at Yoda, who absorbs the lightning into a palm-size ball and fires it back. Dooku then challenges Yoda to a lightsaber duel. Yoda drops his cane and uses the Force to call his lightsaber from his belt. Dooku charges the tiny figure, but can't seem to get any blows through his defenses. Yoda then flies into the air and becomes a flurry of blows and charges. Dooku is hard-pressed to defend himself from the blur of attack, and finally backs off, winded. Sensing defeat, Dooku uses the Force to rip a gigantic gantry off the wall and hurls it toward the wounded Obi-Wan and Anakin. As Yoda concentrates to stop the gantry, Dooku escapes, fleeing away in his ship. After settling the gantry down a few feet away from the Jedi, Yoda uses the Force to pull his cane to him and begins hobbling his way across the hangar towards them.

Later, in a deserted area of Coruscant, Dooku's ship glides into a hidden port on the side of building. After landing, he strides out of the ship and kneels before Darth Sidious (see Episode 1) where he announces that the war has begun. Sidious gloats and notes that everything is going according to plan. On the other side of Coruscant, the remainder of the Jedi Council discuss Dooku's revelation about the Sith. Yoda dismisses it, stating that lies and deception are the weapons of the Dark Side. Outside, we see Palpatine and his supporters grimly watching the courtyard below as thousands of clone troopers march onto massive transports, the "Imperial March" theme ominously playing. On Naboo, Anakin and Amidala are quietly wed with R2-D2 and C-3PO at their sides. Dissolve to stars, end credits begin.