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Star Wars Episode II - The Definitive Plotline
The most detailed Episode II Plotline on the Internet

[Last Update: January 23, 2000 - by Roderick]

Below, you can read the most recent version of the Episode II Plotline. This Definitive Plotline is constantly updated and tweaked to give you the most detailed and accurate account possible of what happens in Episode II.

!! New information is printed in green !!

Plotline by Nathaniel Reed and Roderick Vonh?gen

Last updated: January 23, 2001
Updated by: Roderick
Most recent changes:

* Jan 23: I've added new information from Aldera.net
* Jan 19: I deleted some stuff and added some details (to the scenes on the boat and to the final duel among other things)
* Jan 18: I've taken a new critical look at the current plotline, and I've started to add notes whenever I've personally been able to verify certain information; I will also indicate what I haven't been able to verify and what might be speculation (I haven't finished this yet).
* Jan 18: I added the Sleazebaggano information

Opening Crawl

Opening Crawl : 10 years have passed. Chancellor Palpatine has brought peace and prosperity to the Republic. However, there exists armed discontent, and it is led by Count Dooku, an expert Jedi Knight and charismatic separatist who had disappeared from the Order, and who now challenges the Chancellor's rule : the fact that he was a Jedi is of grave concern to the Senate, the Jedi Council, and the general populace. Queen Jamillia is the newly elected ruler of Naboo, and Padme is now a senator of Naboo; she's on her way to the Senate, to vote upon a bill that would allow the Republic to start building an army. (TheForce.net)

[1] Coruscant, space

As the movie opens, we see how the Naboo Royal Starship approaches Coruscant. It's escorted by several starfighers ( illustration).

[3] Coruscant, landing platform

The Starship lands on one of the landing platforms. The starfighters escorting the ship land on a different platform. We see how a delegation leaves the Royal Starship: apparently it's Amidala and her guards. Suddenly, there's an explosion near the ramp ( illustration). Many lay dead and wounded. Amidala's decoy, Cord?, is killed in the blast, but Amidala is uninjured: she was piloting one of the accompanying Naboo Starfighters. She was never onboard the starship when going to Coruscant, so she escaped assassination. (TheForce.net - all this information is correct I believe)

Padm? rushes over to the dying Cord?. In a tender scene Padm? holds the young girl in her arms. Cord?'s last words are "...I'm sorry, M'Lady...I'm...not sure I..." She dies in Padm?'s arms. Captain Typho, Padm?'s personal bodyguard and R2-D2 were also in fighters and they are the only survivors. "Padme lowers Corde to the ground. She gets up and looks around at the devastation. There are tears in her eyes." Padme: I should not have come back (prequel-spoilers.com; I've been able to verify this dialogue and this scene).( illustration).

She's torn between what she must do and her passion for her people. She decides to go on at the urging of Captain Typho, the security officer who is in charge over the protection of the young senator. R2-D2 goes with them.
(TheForce.net - I've been able to verify this)

Coruscant, Padme's apartment

When Padme arrives safely in her apartment on Coruscant, she calls Jar Jar Binks, who's official title is now Representative Jar Jar Binks of the Gungans. In the Senate, Jar Jar stands with Senator Padme on the Naboo platform. Padme also sends for Obi-Wan and Anakin. The first time we see these two Jedi, they are hurrying to Padme's quarters. (aldera.net - I haven't been able to verify this; could be speculation)

Amidala (for reasons not stated) believes that Count Dooku is behind the assassination attempt that killed Corde. The Jedi don't believe this is possible, because Dooku -even though he left the Jedi order- is still very famous.

[4] Coruscant, Galactic Senate

We see the Senate Building from the outside in an establishing shot (like in TPM). (I've been able to verify this)

[5] Coruscant, Galactic Senate

The tragic and disturbing news of Senator Amidala of the Naboo system's assassination spreads quickly through the galaxy, resonating in the great halls of the Galactic Senate Chamber. Uv Gizen tells Palpatine the terrible news. (the Force.net - I've been able to verify this). The senate has gathered to vote on whether or not to create an army for the Republic. (according to a source, there's probably no talk of a *clone* army yet). It appears that the Republic may have no standing army of their own, or a small one. Each system has its own autonomous local security forces, and of course there were always the Jedi, so there was no real need for a big army. (information/speculation from a source)

Palpatine starts to speak, "My esteemed colleagues, I have received some tragic and disturbing news." (Aldera.net - I've been able to verify this)
Palpatine announces that senator Padme has been assassinated. Palpatine says that the vote on the Clone defense force proposal is even more urgent now, because had Senator Padme the protection she needed, she would not have met a violent end...so too could the Republic meet such an end without proper protection (prequel-spoilers.com - I haven't been able to verify this).

To Palpatine's surprise, Padme shows up and says that she's ok. She voices her opinions about the lack of safety in the galaxy and the Senate spends the rest of this meeting dwelling on this topic. (aldera.net - I haven't been able to verify)

[7] Coruscant, Chancellors office

Hologram - Dar Wac (Call sheets on loresdelsith.unicyber.org)

Shortly after comes a meeting in a small room on Coruscant. In the room are Senator Toonbuck Toora, Senator Darsana, Senator Askaak, Bail Organa, Jar Jar Binks, and S.C Palpatine. They are discussing the idea of cloning an army for the Republic. Most everyone in the room is for the clone army except Bail Organa and Jar Jar Binks. Bail is undecided, but Jar Jar is definitely against it. In this scene, Palpatine says something like "Sometimes we have to break the law in order to act in its best interest." (Not a direct quote) Clearly he is saying that they must create the Republic clone army whether or not the Senate favors the decision. (aldera.net)

Coruscant, Galactic Senate

Then comes the second meeting in the Senate, in which they discuss purely the idea of creating an army for the Republic. Palpatine urges everyone to vote for it. He is backed up by Senator Toonbuck Toora of the Commerce Guild, Senator Orn Free Taa, and the Intergalactic Bank Clan who offer to put up the cash. Bail Organa has a role in this scene as well. Senator Padme also speaks and (I think) she votes for the army.


Later, in the evening, there is another attempt on Padme's life by bounty hunter Zam Wessell. Again, the assassin fails (various sources - I believe this information is correct)

Coruscant, Lower levels

Anakin and Obi-Wan chase Zam Wesell at high speeds through the heavy traffic in the lower levels of Coruscant. The chase comes to an end at a night club at the lower levels of Coruscant" (various sources seem to agree on this).

Coruscant, Night Club

As the jedi attempt to enter, the bouncer yells "NO JEDI" at them. Anakin attempts to use a mind trick on the bouncer but Obi-Wan stops him. Anakin then reaches for his saber and lights it in the bouncer's face in attempt to scare him away. The bouncer isn't frightened away, in fact he grows double in size and gets ready to fight. Then Obi-Wan uses a mind trick on him and the two Jedi enter the club. As they enter, Obi-Wan says "Anakin, you'll be the death of me." (aldera.net).

Obi-Wan and Anakin enter the nightclub to look for Zam Wessel. This is where the Master and Apprentice duo of Obi-Wan and Anakin encounter a rather seedy character - Elian Sleazebaggano. Elian approaches the two Jedi when they're in the building. He offers them "death-sticks", which are probably some sort of drug in the SW galaxy. As a good, law-abiding citizen, Obi-Wan takes it upon himself to use a Jedi mind trick on Sleazebaggano, advising him that he should really "re-think his life". (the Force.net)

Coruscant, outside the club

Finally, Obi-Wan and Anakin catch Zam outside the club and begin to interrogate her, trying to find out who she's working for and why they want Padme dead. Before they can get any information out of her Zam is assassinated by Jango Fett's Kyber Dart. (Aldera.net and other sources). The weapon that kills Zam is mysterious to the Jedi. Obi-Wan says to Anakin "There's only one man who knows all about these underground weapons at this level of Coruscant." (aldera.net)

Coruscant, Dexter's Diner

Next we cut to Obi-Wan and Anakin walking into Dex's Diner where they meet an old connection of his, Dexter Jettster.

Dexter is a large reptilian creature with four arms. He has a ridge running along the top of his head towards his back and his nose is almost non-existant. His traditional attire includes a spattered on T-shirt, pants and a small apron. Being a larger alien creature of probably 300+ pounds, his shirt doesn't quite fit right and is exposed to reveal his large belly. The three fingered hands look perfect to grill burgers in the greasy-spoon of his planet. He also wears sandals that reveal he has three toes as well. He's a tough guy and you had better not be messing with this fellow, his four arms are stacked! And yes, it appears he has a bad habit of smoking as well. (the Force.net - this description is correct)

With three arms Dexter hugs his long time friend Obi-Wan and with his other arm he shakes hands with Anakin. Obi-Wan asks Dexter about the weapon that killed Zam Wesell and Dex tells him that it's called a "Kyber Dart" and it only comes from the water planet Kamino. (aldera.net) According to Dexter, the Kaminos are big cloners.

Coruscant, Padme's quarters

The two Jedi return to Padme's quarters. They discuss the situation for a while.

Coruscant, Jedi Council

Obi-Wan and Anakin have a meeting with the Jedi Council. It is decided that Anakin must accompany Padme back to Naboo where she'll be safe (Aldera.net). The Jedi Council confers with Obi-Wan about Zam Wesell and the mysterious Jango... Obi-Wan tells them that Kamino is the only planet where Kyber Darts can be found; he suspects that there's something larger and more sinister on Kamino. The Jedi Council dispatches Obi-Wan to journey to Kamino to investigate who was really behind the assassination attempts on Senator Padme (prequel-spoilers.com)

Coruscant, Jedi Temple, Balcony

Before leaving for Kamino, Obi-Wan goes to the Jedi hall of records to seek information about the planet Kamino and to look up its location. Before that, there are some establishing shots of the Jedi Temple. We get to see numerous Jedi in training. One we focus in on is of Yoda and a bunch of Jedi hopefuls (little kids) on a balcony. Yoda is teaching them about the lightsaber. He pulls his out and ignites it and says something like "The lightsaber is a Jedi's most precious weapon." (aldera.net - I've been able to verify this)

Coruscant, Jedi Hall of Records

In the Jedi Hall of Records, Obi-Wan meets Jocasta Nu, a librarian and academic (played by Alethea McGrath). Yaddle is also there (?). Jocasta talks with Obi-Wan about the "Lost Twenty" - the only 20 Jedis to ever have left the order. Among these 20 is Count Dooku, a former highly respected Jedi Master. In this scene we see a bust of Dooku - a small statue of his head. Jocasta Nu also mentions Qui-Gon a couple of times. (Aldera.net)

Coruscant, Palpatine's quarters?

Since Palpatine is (in a way) behind the cloning on Kamino and doesn't want Obi-Wan to discover what's happening there, he contacts Count Dooku and tells him the Jedi Knight is on his way. Dooku dispatches Jango Fett to assassinate Obi-Wan.(aldera.net - I haven't been able to verify this)

Coruscant, Docking Platform, Spaceship

Before setting off for Naboo, Anakin and Padme are bid farewell by Jar Jar Binks on their ship. Jar Jar does not go with them.


The ship they travel in is sort of like a scheduled flight between planets. Anakin and Padme are not alone.. there are a lot of aliens on this ship. (aldera.net)

They take to the stars and begin the journey. There are scenes in the ship that get the love story underway (aldera.net - speculation?).

In a scene, which features the two characters getting closer and closer, Natalie is dressed in a stiff, bright green, A-line travelling dress (jim-jams) while the always alert Anakin wears standard Jedi garb. Also included in the scene are a whole bunch of other humans and aliens (juice.net spy report) ( illustration). On the crowded lower deck, R2 is serving drinks. In one scene, we see Anakin sleeping ( illustration). (French Insider pictures)

Naboo, Royal Palace

Anakin and Padme arrive on Naboo. Here we are introduced to Queen Jamillia, the new ruler of Naboo. (Queen Jamillia only has two scenes - very small character) The love between Anakin and Padme grows as they spend more time together on Naboo. (aldera.net).

Naboo, outside, fountain

Anakin and Padme prepare to travel to a Lake Retreat where they'll visit Padme's family. Anakin and Padme are talking together near a fountain in the city. Anakin is carrying two big suitcases and Padme one. They carry shopping bags with bread, fabric and fruits (The Force.net). Presents for Padme's family? (speculation).

Naboo, Lake Retreat

They travel to a Lake Retreat and that's where they meet Padme's family - her sisters and her mother Jobal and her father Ruwee. There are also scenes on Naboo in a kitchen, Anakin's bedroom, and Padme's bedroom. (aldera.net)

Kamino, Water City

"Kamino is where the clones are manufactured. This planet looks like it's all water, and it rains all the time. All the "cities" are built on top of the water, but they're supported by columns that go underneath the water. They kinda look like those oil platforms out at sea, but much more impressive. The cities look like that alderaan capital city from ralph mcquarrie's "illustrated starwars book", only metallic. The main city is called Water City. (the Force.net)

The Kaminoans are really tall, and they have a fin that runs from their head to their back.

Kamino, Water City, landing platform?

When Obi-Wan arrives, he's greeted by Lama Su, the Prime Minister of the planet. (aldera.net)

Kamino, Water City, Conference Room

Obi-Wan is taken to a conference room to discuss matters at hand. There, Obi-Wan learns to his surprise that a CLONE army is being built there! The Kaminoans are very kind to Obi-Wan; they believe that they are producing Clone Warriors under a legitimate contract from the Republic, and they've even been contacted by a member of the Jedi Council to confirm this, a certain Master "Sido-Dyas", who also persuaded them to use the essence of Jango Fett for the Republic`s clone armies (various sources agree on this). Kaminoan technology is highly advanced. Energy is harnassed to create environments that appear to be made of pure light.

Kamino, Water City, Clone Laboratory

Obi-Wan is then taken to a clone laboratory with thousands of rows of giant testtubes (the Force.net)

Kamino, Water City, Clone Hatchery

The prime minister also shows him a clone hatchery (similar, but the clones fully formed), clone barracks, a clone commissary for dining, and a clone classroom. There are thousands (maybe billions) of them here. Everything looks like a production line in a giant laboratory. (The Force.net)

[71] Coruscant, Mace Windu's office, night

(Call sheets on loresdelsith.unicyber.org)

Obi-Wan reports by hologram to Mace Windu and Yoda. He tells Mace Windu about the clone army being produced on Kamino, and also about Sido-Dyas. Yoda tells Obi-Wan to continue the investigation and urges him to find out more about Sido-Dyas, specifically who he is working for (episode-x.com - I've verified this information). Mace Windu speculates that someone in the Senate may be involved, and this secret army is being created to start a war. (aldera.net - I've also verified this; it's correct)

Naboo, Lake Retreat

We're back on Naboo. We see the Lake Retreat, where Anakin and Padme are staying.

Naboo, Lake Retreat, Anakin's bedroom

At the lake, Anakin tosses and turns in his bed and wakes up to a terrible nightmare concerning his mother. (aldera.net - verified)

Naboo, Lake Retreat, balcony

The next morning, Padme enters Anakin's room and find him on the balcony meditating. She turns to leave and he tells her not to go. "Your presence is soothing," is the line. (aldera.net - this line of dialogue is correct)

Kamino, Water City, Cloning Hatchery

While Obi-Wan is in the cloning hatchery, Jango Fett emerges and fires at Obi-Wan. He misses. Obi-Wan lights his saber and starts to chase him.

Kamino, Water City, Landing Platform

He catches up to him on a landing platform in the pouring rain. (aldera.net) Back on Kamino, Jango and Obi-Wan run into each other on a landing platform where Slave I is docked. Jango and Boba Fett are about to enter aboard the Slave-1. Jango Fett turns around and Obi-Wan with his lightsabre ignited. Jango fires on Obi-Wan with his blaster. Obi-Wan deflects the bolt with his lightsaber. Jango moves behind obstacles while continuing to fire. Obi-Wan side-shuffles while deflecting the bolts. Obi-Wan charges. Jango opens up with both guns. Obi-Wan deflects the bolts again. Jango takes off with his rocket pack as Obi-Wan tries to cut him down. Jango fires down at Obi- Wan, but the Jedi deflects the bolts. Jango continues to fire and lets loose with both guns as he flys backwards. Obi-Wan tries to deflect the bolts. He rolls away to avoid the bolts. Jango flies behind a tower. Jango fires the rocket from his jetpack. Obi-wan is thrown by the explosion. Jango flies away. Obi-Wan looks around for Jango, who seems to have disappeared.

Obi-Wan turns around just in time to see...young Boba Fett in the cockpit of Slave-1 taking aim at him. The guns fire, but the shot misses Obi-Wan. Obi-Wan drops his lightsaber, and suddenly Jango jumps down from above. Obi-Wan recovers and jumps up; he kicks Jango in mid-air. Jango crashes back to the landing platform. Obi-Wan lands on his feet. Jango quickly recovers and attacks. Obi-Wan blocks Jango as he swings his gun up to fire.. and the two struggle for the weapon. They grapple over the blaster. Obi-Wan elbows Jango hard in the face. High angle shot: Obi-Wan judo flips Jango over his back. Jango hits the ground hard but recovers as Obi-Wan moves to attack. Jango traps Obi-Wan?s foot. Jango spins Obi-Wan in mid air and brings him down. Obi-Wan retaliates with a sweep kick to Jango's head, knocking him back. Jango falls. Obi-Wan get to his feet. Jango comes up and aims with an arm mounted blaster. Obi-Wan leaps over the blasts and onto Jango's shoulders, pummeling him, then flicks himself back and over, flipping Jango over onto his back. Jango rolls to his feet. Obi-Wan recovers. Jango moves in to attack, chopping at Obi-Wan's head, who blocks it. Jango ducks a swing from Obi-wan and grabs him round the midriff. Jango sweeps Obi-Wan bodily off his feet and flips him over, bringing him down over his bent knee hard. Obi-Wan is momentarily stunned as Jango spins and throws him bodily. Obi-Wan lands and skids over the wet surface. Obi-Wan comes to a halt and spots something: it?s his lightsaber.

Jango suddenly appears, flying towards Obi-Wan. Obi-Wan gets up and reaches for his lightsaber. Jango fires a cable. The cable wraps around Obi-Wan's hands, and he fails to catch his lightsaber. Jango takes off with his rocket pack and pulls Obi-Wan, dragging him along the ground. Obi-Wan rolls to one side and manages to roll around one of the towers. Obi-Wan jumps up and wraps the cable around the tower. Jango crashes to the ground. The rocket pack explodes into the building. Obi-Wan charges and kicks jango over the side of the platform. Jango slides down the platform pulling Obi-Wan with him. Obi Wan is pulled down towards the edge of the platform. Jango sees the edge and jams his forearm ?claws? into the surface. Obi-Wan sees the edge of the platform and slides past Jango off the platform. Still tied to Jango, Obi-Wan is hanging and Jango is getting pulled down now. Jango releases the cable and Obi-Wan falls towards the water, tied by his hands.

Obi-Wan reaches for a service platform and grabs it. He jumps onto the platform. Meanwhile, Jango enters and climbs into his ship. Obi-Wan runs out onto the platform. He sees his lightsaber and summons it as he runs forward. The lightsaber flies towards him and he catches it. However, Jango?s ship already begins to take off. Obi-Wan takes a seeker pod out of his belt and throws it towards the ship. The seeker pod sticks to the side of the ship. Obi-Wan watches Jango?s ship takin off in the rain ( illustration).

[86] Obi-Wan - Quarters

Hologram - Obi-Wan (Call sheets on loresdelsith.unicyber.org)

Without delay, Obi-Wan hurries back to his ship and this time contacts Chancellor Palpatine directly. He tells him everything he found out on Kamino.. (aldera.net - I'm not sure it's Palpatine that Obi-Wan contacts)

Naboo, Theed, Royal Palace

Anakin's concern for his mother grows so strong that he decides to leave Naboo with Padme and to head for Tatooine (much like Luke deciding to leave Dagobah to help his friends on Bespin). Anakin and Padme make their way back to Theed where they meet Queen Jamillia. They tell her they have to leave immediately and she willingly gives them a ship. (aldera.net)

Naboo, Nubian ship

Anakin, Padme and R2-D2 take off for Tatooine in a Nubian ship (the French insider pictures show Anakin and Padme inside a Nubian cockpit). It is aboard this ship and on this journey through space that Anakin and Padme share their first kiss. (aldera.net - I haven't verified)

The asteroid belt

After contacting Palpatine (?), Obi-Wan gets in his ship and takes off into the sky in pursuit of Jango Fett in Slave I. Not after long, Jango realizes that Obi-Wan is on his tail so he takes his ship into an asteroid field in attempt to lose him. Obi-Wan follows. There is a hot chase scene through the asteroids where Obi-Wan gets caught up in some trouble. (aldera.net)

Near Geonosis

Believing that Obi-Wan was killed in the asteroid field, Jango and Boba proceed to their destination - Geonosis. Obi-Wan, of course, is not dead. When he finally makes it out of the asteroid field he picks up Jango with the tracking device and continues to follow him
Geonosis is surrounded by a massive asteroid field and has rings made up of asteroids. (The Force.net)

As Jango and Obi-Wan approach Geonosis, there are two droid control ships in orbit (indicating that there's an army of battle droids on Geonosis). Jango races up to one of them and two fighters come out. The Jango's surprise, the fighters start attacking him as well as Obi-Wan. Jango then makes his way to the planet where he lands. Obi-Wan follows. (aldera.net)


Geonosis is an entirely rocky planet. The environment is dominated by canyons, and giant stalagmite formations. These formations are hollowed out, and serve as towers. The Geonosians (who look a bit like the Ep. I battledroids) live here and live underneath the surface of this planet. (the Force.net)

[109?]Geonosis, Tower

Obi-Wan scales one of the 'stalagmite' towers. (Call sheets on loresdelsith.unicyber.org)

[110]Geonosis, Tower Entrance

Obi-Wan enters the tower thru a small blue window-like opening (blue stairs) (Call sheets on loresdelsith.unicyber.org)


Obi-Wan spies on a bunch of Geonosians, building new super battle droids.

[114]Chancellor's office

Hologram - Obi-Wan. (Call sheets on loresdelsith.unicyber.org)
Obi-Wan sends a general distress call, that is also intercepted by Chancellor Palpatine (we see Palpatine's office and Obi-Wan's holographic message). In the distress call, Obi-Wan tells about the army of advanced Battledroids and the Control Ship. "War is inevitable" (aldera.net).

Chancellor's office

Palpatine contacts Count Dooku. He tells him Obi-Wan has discovered the planet and that a Jedi army is on it's way.


Obi-Wan is captured by droids and taken prisoner... (aldera.net - I've been able to verify that Obi-Wan is a captive at some point)

Tatooine, Landing Site

Upon arrival to Tatooine, Anakin, Padme, and R2D2 make their way to Mos Espa.

Tatooine, Watto's shop

In Mos Espa, they go to Watto's shop. When they arrive, Watto is there. He is outside his front door chasing a pit droid around. He is running on the ground and flapping his wings hard, but it unable to fly. He picks up a stick and slaps the droid in the nose, causing it to fold up and stop running around. Anakin, Padme, and R2 approach him.(aldera.net)

Anakin tells Watto who he is and that he's come for his mother. Watto tells Anakin that she is now married to Cliegg Lars and they live out on a moisture farm outside a city called Mos Eisley ( illustration). Anakin gets a speeder and he, Padme, and R2 hurry towards the city Watto described. (aldera.net)

Tatooine, the Lars Farm

When they arrive at the Lars moisture farm, Anakin meets Cliegg, Owen, and Beru. His mother is not there and Anakin gets very concerned. Cliegg tells him that early that morning, she went out to gather a certain crop which grows only on moisture vaporators (prequel-spoilers.com). She did not return at the time she usually does so Cliegg formed a search party and went out to find her. In the process, he failed and was badly injured by tusken raiders. Most of the search party was killed. Anakin jumps on Owen Lars's swoop bike and speeds out into the desert. Padme runs after him yelling "Anakin! Stop!" (aldera.net).

Tatooine, Desert, Hills

After getting directions from a Jawa along the way, Anakin heads into a hilly, rocky region of the desert.

Tatooine, the Lars Farm, the Garage

While Anakin is away, Padme completes C-3PO by applying his plating in the Lars' Garage on Tatooine (The Force.net).

Tatooine, Desert, Hills & Rocks

When Anakin finds his mom, she is being carried by Tuskens. She is obviously badly wounded already. As Anakin approaches, a Tusken suddenly turns around and slugs Shmi in the stomach with his gaffi stick. Anakin sees this and screams as he approaches. The Tuskens get spooked, they drop Shmi and take off. Anakin runs to his mother and holds her in his lap. They exchange a few words and she dies in his arms. (aldera.net)

Anakin is devastated. He blames himself for her death. He sits next to her in silence for a long time and he gives her some kind of small funeral; he digs a hole in the sand and puts Shmi in it. He then covers the tomb in rocks. Anakin sits on a top of a rocky hill all night near the place where his mother was slain. He is in a meditative state, trying to calm his flurried emotions. As the twin suns of Tatooine rise over the horizon, Anakin catches a glimpse of a few Tusken mothers playing with their children in the shadows below him. He watches them for a bit, then stands up. Staring at them with a blank expression on his face, he reaches for his saber, ignites it, and walks towards them.. Then the scene cuts out. (aldera.net & starwars-union.de)

(Aldera.net has a report about another, more violent version of this scene that was initially in the script but not filmed: "...Anakin walks to a tusken settlement. He slays the entire village - men, women, children, everyone..")

Tatooine, Lars Homestead

When Anakin returns to the Lars farm, he tells Cliegg Lars that he found his mother and she was dead. Cliegg (who's still very injured) and Anakin have a conversation that goes as such:

If I hadn't gone away, none of this would have happened. We'd be happy.

But you'd still be slaves.

But at least she'd still be alive and we'd be happy.

As the conversation proceeds, they're kind of raising their voices at each other. Anakin is obviously extremely jealous of his mother's love for the Lars family. (aldera.net)

Tatooine, Lars Homestead, Garage ?

The argument stops when Padme puts a soft hand on Anakin's shoulder. She takes him into the next room and shows him C-3PO, who now has covers. (Padme, R2, and Owen added then when Anakin was in the desert.) And so follows this dialogue:

Isn't he great?

He's perfect. (aldera.net)

[132] Tatooine, Lars Homestead

Hologram - Obi-Wan (Call sheets on loresdelsith.unicyber.org)

Anakin receives the general distress call from Obi-Wan
Amidala wants to go to Geonosis, but Anakin doesn't want to go. (aldera.net) Owen tells Anakin to stay on Tatooine and not to get involved in Obi-Wan's damned fool idealistic crusade... (speculation). However, Amidala convinces Anakin that they *have* to go to Geonosis.
Owen presents C-3PO to Anakin because he realises they share a past, and he feels bad about what has happened to Shmi. 3PO is all that there is left of Anakin's relationship with his mother.

Geonosis, landing site

Amidala and Anakin land on the planet Geonosis near the stalagmite tower that encompasses the arena. Padme and Anakin get in an argument about what to do next. Anakin doesn't want to fight, Padme reminds him of their obligations to the Republic. (aldera.net - there is definitely an argument between Anakin and Padme, not sure about the details). C-3PO and R2D2 stay on the ship, commenting to each other about the heated discussion. C-3PO: "Sometimes I just don't understand human behavior." (aldera.net, theforce.net) ( illustration).

Geonosis, Building

Anakin and Padme leave their ship with the droids and then proceed towards a large rock formation (it's basically a building made out of rock.) They are trying to find Obi-Wan. When they enter the building, they are surrounded by droids. Then Count Dooku, who is standing on a level above them, looks down at them and says "Give up. You are captured." (Not exact quote) Dooku Force-grabs Anakin's lightsaber right out of his hand and then the droids take him and Padme in separate jail cells. (aldera.net)

Geonosis, Arena

On Geonosis, a gladiatorial Execution Arena is built into the ground : a giant pit, and it's not really circular all the way around. The arena looks like it's built into the landscape here, flowing with the rock, around giant columns. Gladiators are decked out in full helmet, shield, and armor. (The Force.net)

Overlooking a grand arena in a VIP style "box" sits Count Dooku and Poggle the Lesser. To his left sits a Nemoidian. Jango Fett stands behind Poggle. (prequel-spoilers.com)

Dooku, Jango, Poggle, and a Neimodian are watching a Reek devour slaves, and decide to feed Obi-Wan, Anakin, and Padme to the Reek as well. They bring out the three prisoners and are preparing to tie them up to poles. First, they tie down Padme.. (aldera.net)

Dooku and Poggle talk and watch the arena. Unnoticed by them, there is a flash far behind them and one of the Geonosian guards drops to the ground. A hand taps Dooku's shoulder. Mace Windu reveals himself with one hand and with the other keeps Jango at bay with his lightsaber.

View of the Stadium as hundreds of Jedi enter from all passageways. All ready for confrontation with their lightsabers ignited. As the Jedi free Obi-Wan and Anakin from the Reek (aldera.net), Dooku reveals the droid army awaiting the jedi. Mace reacts as the droids (battledroids, destroyer droids and superdroids (which look like a cross between battledroid and stormtrooper, very big) emerge from the dark passageway behind him. High angle of the VIP box and droids are coming from all entrances. Mace is surrounded. Jango backs out of firing range. The droids open fire.

Mace deflects the first bolts as Dooku and the other dignitaries move to safer ground. The Droids continue to fire as mace deflects the bolts right back at them. Full shot of Mace as he spins and deflects shots from all sides. A number of droids are smashed back by their own bolts. Mace continues to defend. Jango brings up his flamethrower and fires at Mace. Geonosians are flying away in the background. Mace leaps high as flame scorches the place he was. His cloak is on fire. The Nemoidian is hit by the flame. Jango blasts at Mace in the air. Mace deflects all the bolts as he rolls in mid air and down into the arena. His cloak is still on fire.

Mace lands in the arena. Pan to Jango looking for an escape. Pan to Dooku leaving the area. Mace throws off the smouldering cloak and looks around the arena. Wide angle as Jedi fight for their lives against the superior number of droids. Two Jedi leap from another VIP box just as its blasted by droids. More shots of Jedi defending themselves from attacks from all sides. A jedi destoys a superdroid but is gunned down by a destroyer droid.

Mace looks back at the VIP box he was in. Droids in the VIP box shoot at Mace who defends. Jango takes off in the distance. As Mace defends from the stands, Jango lands behind him in the arena.
Jango aims his cable at Mace from behind him as Mace still defends. Jango fires the cable. Mace turns just in time to force push the cable... around a nearby destroyer droid. Mace turns away from Jango to take care of some droids in the arena. The entangled Destroyer turns and fires upon the source of the cable... taking Jango by surprise as shots whip around him. Jango detaches the cable and flies past the destroyer (jetpack of course)

Jango's flight path leads him directly behind Mace who is still battling droids. As Jango passes, Mace swings his lightsaber over his head and hits Jango's jetpack. Jango goes into an uncontrolled dive and the destroyer droid tracking Jango ends up firing at Mace who deflects all the bolts. Jango crashes to the ground and rolls to his feet. The destroyer blasts at Mace. Jango jettisons the damaged jetpack while Mace continues with the destoyer. Jango fires at Mace with both blasters. Mace spins to deflect the new attack. With a destroyer droid on one side and Jango Fett on the other, Mace defends from both foe at the same time. Mace leaps into the air leaving the destroyer and Jango firing at each other. Jango leaps into a sideways roll and keeps firing at the destroyer. The destroyer explodes under Jango's attack.

Mace lands and a battledroid fires at him. He deflects the bolt without even looking and charges towards Jango. Jango notices something as Mace charges. Jango's POV of Mace charging with battles raging in the background. The Reek (four legged, tri-horned beast with a bull- like nose ring) appears from a passageways and charges through a number of droids after Mace. Shot tracking the Reek towards Mace. Jango looks stunned in the distance. Mace turns and spots the Reek as Jango scrambles to his feet. Mace's POV of The Reek charging directly at him. Mace swipes at the Reek chopping off one of it's horns. The Reeks still catches Mace with its shoulder sending Mace sprawling. Mace loses his lightsaber. Mace hits the ground and rolls up onto his side. Mace's ground POV of his lightsabe and Jango running toward it. Just before Jango reches the Lightsaber, one of The Reek's feet slams down on it.

The Reek snarls at Mace as he gets back on his feet and tries to force calm over the beast. It then turns to Jango on the other side making him back off. High angle of the Reek and the two foes on either side. Mace attempting to get closer to his lightsaber and Jango trying to get a clear shot. Jango peer's under the Reek's belly looking for a shot. Jango moves slowly around. The Reek is still looking at Jango and Mace heads closer to his lightsaber. The Reek reacts to Mace's close proximity. Mace tries to calm the beast with the force. The Reek calms somewhat. Mace moves closer. Mace tries to free the lightsaber with the force. Jango moves toward the Reek's hindquarters. Jango continues to move. Mace is obscured by the Reek's front leg.

Jango spots his discarded jetpack lying on the ground a short distance beyond Mace. Close up on the jetpack.Jango shifts aim and fires at the Jetpack. Mace reacts throwing himself backwards and away. The Jetpack explodes as Mace dives clear. Mace hits the ground in a roll and ends near a wall. Startled by the explosion, The Reek rears up on it's hind legs, freeing the lightsaber. Jango is ready to pounce.

Jango dives at the lightsaber but... It floats offscreen just as Jango reaches it. The lightsaber returns to Mace's hand. Jango looks up at the Reek as it's shadow falls over him. Jango rolls out of the way of the Reeks front legs as they crash back down on the ground. The Reeks charges at Mace trampling Jango. Jango avoids being crushed by the beast's huge feet. Tracking the Reek as it charges at Mace. Mace leaps into the air as the Reek reaches him, causing the Reek to smash into the wall of the arena.

Mace flips into the stands in the midst of a group of droids. Mace lands and attacks. Jango recovers and retrieves his blaster. The Reek shakes it's head, looks around and spots Jango. The Reek lumbers around and trotts towards Jango. Jango raises his blaster and aims carefully. The Reek begins to fully charge. Jango pauses. Jango's POV as Reek charges closer. In the last moment, Jango fires into the beast's eys and dives out of the way still ready with blasters if need be. The Reek tumbles and crashes to the ground, dead.

Jango stands and whips around looking for Mace with both blasters raised. Mace leaps down from the stands and charges forward. Jango opens fire desperately but Mace deflects all the bolts as he runs. Mace takes out both blasters with blinding speed. Mace lunges with his lightsaber at Jango's head and Jango ducks but is left off balance. Jango manages one blast from his arm mounted blaster but it misses. Mace spins and slices across and downward. Jango's helmet bounces and rolls in the dust. Jango's body falls to the dirt (safely assumed dead), leaving Mace the victor. (description of these scenes thanks to prequel-spoilers.com)

During this fight, Yoda arrives with an army of clonetroopers. Yoda retrieved the clones from Kamino and brought then to the battle on Geonosis. It is Yoda and the clones that finally save Padme from the arena and she then joins them in the fight. She leads a squadron of clonetroopers. Kit Fisto is a Jedi General and leads an attack. (aldera.net)

Geonosis, outside the Arena.

While Jango and Mace Windu were fighting, Obi-Wan and Anakin have managed to escape from the arena - Padme stays behind. Because they don't have lightsabers, Anakin and Obi-Wan pick up two sabers each from dead Jedi bodies. They both engage in the attack and deflect droid blaster fire with two lightsabers, one in each hand. They fight their way indoors and out of sight from the arena. Anakin tells Obi-Wan he wants to go back for Padme but Obi-Wan tells him to stay focused on the task at hand. The line is something like "You are my padawan and you must do as I say." Anakin stays with him. (aldera.net)

Geonosis, space.

Explosions begin in space as Republic forces begin assaulting the Droid Control ships... (aldera.net)

Geonosis, the hangar.

Dooku has retreated to his stronghold. A lightsaber battle takes place in a hangar. There is a ship that looks like a cockroach, it looks like a teardrop from the top-view -- that's in the background. (The Force.net). This might be Count Dooku's ship, and according to another report, it looks like this: "It is a tear drop shape, a very organic-looking ship. It moves with the point facing the rear, with the rounded-shape as the cockpit and a large window facing forward. It's a large ship, probably to scale about the size of the Falcon, but much more sleek and streamlined. Other spies have described it as a beetle, and I would assume this was part of the inspiration for the new design and agree that it does look in part like that shape." (TheForce.net)

The duel takes place during the last battle of the film. Obi-Wan discovers that Dooku is in fact Darth Tyranus a bit earlier on in the film, and the final duel takes place with the characters of Anakin, Count Dooku and Obi-Wan.

Anakin and Obi-Wan are fighting droids inside the building near the arena. They are separated because of battle droids. Enters Count Dooku. He goes after Anakin first. Obi-Wan sees this and fights furiously against the droids so he can get to Anakin - he doesn't want to leave his companion alone with a Sith Lord after he lost Qui-Gon that way in Episode I. (aldera.net)

Tyranus and Anakin fight right thru the hangar and apparently thru Dooku's ship. Anakin experiences that Count Dooku is much stronger than he, and he somehow stops fighting with Dooku (he gets knocked off a ledge and they are separated?); Dooku makes his way to Obi-Wan. Dooku and Obi-Wan do battle. Dooku addresses Obi-Wan as "Master Kenobi" (aldera.net)

Finally Anakin returns to the battle and it's now a 2 on 1 situation. Dooku is the greatest swordsman ever, so he basically puts them to shame. Tyranus has a cool line to Obi-Wan during this fight. It is not clear who, but a character in the fight may use two sabres at some point.

Geonosis, space, Control Ship

As the battle on the ground rages on, the battle in the sky above Geonosis in underway as well. The battle in the sky revolves around Ki-Adi Mundi leading six Jedi in an assault on one of the two droid control ships: they stealthily enter and make their way to the bridge.

[152] Geonosis, Control Ship

Ki-Adi Mundi, Plo Koon, 6 Jedi, 4 Neimoudian pilots. Ki Adi Mundi leads the raid onto the droid control ship, they fight their way inside. (Call sheets on loresdelsith.unicyber.org)

[154] Geonosis, Control Ship

Ki-Adi Mundi, Plo Koon, 6 Jedi, 4 Neimoudian pilots. Ki Adi Mundi reaches the control panel and punches the master switch. (Call sheets on loresdelsith.unicyber.org). There are four Nemoidians in the control center. When Ki-Adi throws the switch in attempt to deactivate the droids on the ground, nothing happens. It appears the Nemoidians have learned that lesson after the Battle of Naboo.

Among the Jedi who attack the Droid Control ship is Plo Koon. Somewhere in this sequence he is injured badly and almost dies. He is shot by destroyer droids. (aldera.net)

[161] Geonosis, Hangar

Count Dooku force-throws things at the Jedi and they are both getting injured. Dooku then chops a large mechanical loading device (like a claw) and it begins to fall on Anakin and Obi-Wan. This device, however, does not land on the Jedi [no details known yet]. As Dooku sees Yoda enter the fight, he Force-throws objects at the two Jedi and knocks Anakin out. Dooku and Yoda then fight.... (aldera.net says this is in the script, but that a different version has been filmed in which Dooku tells Anakin that Padme has been killed. When Obi-Wan tells Anakin to to concentrate on the battle and not to think of Padme's death, Anakin becomes so enraged he takes a swing at Obi-Wan.)

According to Aldera.net, the script describes very briefly a lightsaber battle between Yoda and Dooku: Dooku and Yoda fight with lightsabers; Yoda rolls around on the ground extremely quickly, and is much faster and stronger than Dooku. The battle ends as Yoda Force-pushes Dooku off a ledge and the badly beaten Sith Lord runs to his ship.

He gets on his stellar sail ship and lifts off (starwars-union.de - I've verified this scene).

The collapsed crane is pinning Obi-Wan and an unconscious Anakin to the ground. Yoda steps in and closes his eyes, concentrating. It takes almost all of his power, but finally the crane lifts clear and smashes down out of the way. However, he is left completely exhausted. (episode-x.com - this is correct)

Right after that, Padme arrives with a bunch of republic clone troopers at her side. She runs to her sweetheart Anakin and throws her arms around him. The captain of the clone group meanwhile approaches General Yoda and tells him that the resistance has found an end, and that he awaits new orders. (starwars-union.de - verified)

[162] Coruscant, Coruscant warehouse district

After this, Lord Tyranus goes to Coruscant, to the warehouse district away from the tall buildings; everything looks in disrepair.

[163] Coruscant, Coruscant warehouse district, secret Sith Hangar

There, he meets with Darth Sidious and he informs his Master that the war has begun which pleases Sidious. (The Force.net)

[164] Coruscant, Jedi Temple

We see the Jedi Temple.

[165] Jedi Council Chamber

"The atmosphere in the Jedi Council in their last scene is quite depressing and it is mentioned that the Jedi are left with a lot of casualties including members of the Jedi Council. Mace Windu, Yoda and Obi-Wan have a conversation about it. It seems that the only council members to make it to Episode III are Yoda, Mace Windu, Plo Koon, and Ki-Adi-Mundi."

OBI-WAN: I must admit without the clones, it would not have been a victory.
YODA: Victory? Victory, you say? Not victory. A defeat, it was, Master Obi-Wan. Begun, the Clone War has. (fandom.com)

[166] Naboo, Lake Retreat, garden

"Then it cuts to Naboo where the wedding is taking place."
It's rumored that Anakin and Amidala's wedding was filmed at Villa Balbianello near the beautiful lake (the Force.net)
Being a small ceremony, they are wed by a Naboo holy man with the two trusty droids, Artoo and Threepio, in attendance (starwars-union.de/international)

[167] Coruscant

Then we move to Coruscant where Palpatine, Jar Jar, Bail Organa and other dignitaries are watching the military staging arena with tens of thousand of clones being shipped to fight in the wars.


All original content © 2000, Roderick Vonhögen - The Netherlands