After the opening crawl, Senator Padme's (Natalie Portman) starship and it's convoy are approaching Coruscant. When the Nubian ship supposedly carrying Padme lands, disguised handmaiden Cordé (played by Veronica Segura) walks down the ramp with her entourage and suddenly there's a huge explosion near the ramp. Padme, who was riding in one of the Nubian's escort fighters, runs to her and they exchange a few quick words before Corde dies. Padme has a quick discussion with Captain Typho (played by Jay Laga'aia) about what to do and then Padme goes to her living quarters.

When she arrives safely in her apartment on Coruscant, she calls longtime friend 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.

After the Nubian ship was destroyed, Uv Gizen - Supreme Chancellor Palpatine's personal aide - tells Palpatine that Senator Padme is dead. The Senate later convenes on the matter at hand: voting on whether or not to create a clone army for the Republic.

Palpatine starts to speak, "My esteemed colleagues, I have received some tragic and disturbing news." He is about to announce Padme's death, but to his 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. Palpatine resolves the issue of Padme's safety by assigning two Jedi Knights to protect her. He asks Mace Windu to specifically assign Obi-Wan and Anakin to this task. Shortly after comes a meeting in a small room on Coruscant. In the room are Senator Toonbuck Toora, Senator Darsana, Senator Askaak, Bail Organa (played by Jimmy Smits), Jar Jar Binks, and 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. Then comes the second meeting in the Senate, in which they discuss purely the idea of creating a clone 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 she votes for the army. Later that evening, there is another assassination attempt on Padme in her apartment on Coruscant. Obi-Wan and Anakin are standing guard at the door and they suddenly both sense something weird. The line "I have a bad feeling about this" is spoken and the two Jedi burst into her quarters. There is a large droid hovering in Padme's room that has released tons of small insect-like assassination robots called kouhuns.

Anakin runs to Padme and clears all the kouhuns off her, meanwhile; Obi-Wan jumps out the window and onto the large droid. When Zam Wesell, the bounty hunter - who's controlling the assassination droid via remote control - brings the droid back to her, she sees Obi-Wan dangling from the flying droid. She whips out her gun and starts opening fire on Obi-Wan and the droid. Obi-Wan takes out his lightsaber and starts deflecting her bolts. Zam continues to fire - Obi-Wan continues to deflect. Zam realizes she'd better take off, so she gets on her speeder and flies away. Anakin then picks up Obi-Wan in a yellow "hot-rod" speeder and they take off after Zam, leading to the chase scene.

Anakin and Obi-Wan chase Zam Wesell at high speeds through the heavy traffic of Coruscant. This is the only time in Episode II we see Anakin's amazing piloting skills. The chase comes to an end at a night club at the lower levels of Coruscant. As they 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."

Once inside, they are met with a young troublemaker named Elian Sleazebaggano (played by Matt Doran). Elian tries to sell them some kind of drugs - "You want some death sticks? You want some death sticks?" he says. Obi-Wan replies with "You should rethink your life." 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. Zam gives up and says something like "Ok, ok, I'll talk," but before she says another word, Zam is assassinated by Jango Fett's Kaminoan Kyber Dart.

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." (Not exact quote) Next, we cut to Obi-Wan and Anakin walking into Dex's Diner. Dexter Jettster (played by Ronalk Falk) is a very awkward alien with four arms. With three arms he reaches 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.

Now Episode II is in full swing. The two Jedi return to Padme's quarters. After discussing the situation for a while and meeting with the Jedi Council, it is decided that Anakin must accompany Padme back to Naboo where she'll be safe and Obi-Wan would go to Kamino to follow up on the clues of conspiracy he obtained from Zam Wesell's murder. Before leaving for Kamino, Obi-Wan goes to the Jedi Temple to seek information on the planet. He goes to an area of the Temple in which archives of the Jedi order are kept. There he meets Jocasta Nu, a librarian and academic (played by Alethea McGrath).

Jocasta shows him a holographic map of Kamino and they discuss the "Lost Twenty" - the only 20 Jedi 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 times. In the sequence before Obi-Wan chats with Jocasta, 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."

Before setting off for Naboo on a public transport, Anakin and Padme are bid farewell by Jar Jar Binks. Jar Jar does not go with them. They take to the stars and begin the journey. There are many scenes in the ship that get the love story underway. 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. Naboo: Here we are introduced to Queen Jamillia (played by Ayesha Dharker), 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.

They travel to a Lake Retreat and that's where they meet Padme's family - her sisters (Keira Wingate - Haley Mooy) and parents, Jobal (mother - (played by Claudia Karvan) and Ruwee (father - played by Graeme Blundell). There are also scenes on Naboo in a kitchen, Anakin's bedroom, and Padme's bedroom. At the lake, Anakin tosses and turns in his bed and wakes up to a terrible nightmare concerning his mother. 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. Anakin's concern for his mother grows so strong that he decides to leave Naboo with Padme and head for Tatooine. Anakin was under strict orders by the Jedi Council to stay on Naboo - he disobeys. 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. Anakin, Padme and R2 take off for Tatooine. It is aboard this ship and on this journey through space that Anakin and Padme share their first kiss.

After his meeting with Madame Jocasta Nu, Obi-Wan goes to Kamino on behalf of Palpatine to uncover information about the conspiracy involving Count Dooku. 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. When Obi-Wan arrives (in a city called Tipoca), he's greeted by Lama Su (CG character voiced by Anthony Phelan), the Prime Minister of the planet, and taken to a conference room to discuss matters at hand.

The Kaminoans are very kind to Obi-Wan and they don't think there is anything "wrong" with the cloning operation. Obi-Wan is then taken to a laboratory and a cloning facility and he realizes this conspiracy runs deeper than Dooku and the Kyber Dart. He asks Lama Su who commissioned this cloning activity and Su tells him it was Master Sido-Dyas. Immediately, Obi-Wan contacts the Jedi Council and reports what he was told.

Yoda tells Obi-Wan to continue the investigation and try to find out who Sido-Dyas is and who he's working for. Mace Windu speculates that someone in the Senate may be involved and this secret army is being created to start a war. Soon after, while Obi-Wan is in a cloning hatchery, Jango Fett (played by Temuera Morrison) emerges and fires at Obi-Wan. He misses. Obi-Wan lights his saber and starts to chase him. He catches up to him on a landing platform in the pouring rain. And so begins the rain battle on a landing platform where Slave I is docked.

The battle ends in a stalemate. Jango takes off in Slave 1 and Obi-Wan manages to stick a seeker pod on the side of the ship as it flies away. (In this scene, we get our first glimpse at young Boba Fett - played by Daniel Logan.)

Obi-Wan gets in his ship and takes off into the sky in pursuit of Jango Fett in Slave I. Soon, 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.

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. As Jango and Obi-Wan approach Geonosis, there are two droid control ships in orbit. Jango races up to one of them and two fighters come out. To 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. Once on the ground, Obi-Wan starts snooping around. He finds out that the planet is run by an alien race that is creating thousands of advanced battle droids. He sends out a distress call to the Jedi, telling them that war is inevitable. The Jedi dispatch an army to Geonosis and 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 then continues to investigate the planet and he's captured by droids and is taken prisoner.

Upon arriving on Mos Espa, Anakin, Padme and R2-D2 make their way 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 he is 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. 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. Anakin gets a speeder and he, Padme, and R2 hurry towards the city Watto described.

When they arrive at the Lars moisture farm, Anakin meets Cliegg (played by Jack Thompson), Owen (played by Joel Edgerton), and Beru (played by Bonnie Piesse). His mother is not there and Anakin gets very concerned. Cliegg (who has one leg) tells him that she went out into the desert earlier in the day to fetch mushrooms that grow on moisture vaporators. 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!"

After getting directions from a Jawa along the way, Anakin heads into a hilly, rocky region of the desert. When he 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. Anakin is devastated. He blames himself for her death. He sits next to her in silence for a long time. He then 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 he buried his mother. 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 two Tusken children playing 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.

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:

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

CLIEGG LARS
But you'd still be slaves.

ANAKIN
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. 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:

PADME
Isn't he great?

ANAKIN
He's perfect.

At or around this time, Padme and Anakin receive Obi-Wan's general distress call from Geonosis. It becomes evident that Anakin does not want to leave. Padme reminds him of their responsibilities to the Republic and essentially tells him they have to go. Anakin takes Padme, R2D2 and C-3PO with him. They head for Geonosis.

Geonosis: a planet run by an alien known as Poggle the Lesser. The inhabitants of the planet specialize in making droid armies for the Trade Federation. These aliens look like a cross between Sebulba and Battle Droids. They also have four thin wings on their backs similar to a dragonfly's.

Anakin, Padme, R2D2 and C-3PO arrive on Geonosis before the Jedi army. When they land, Padme and Anakin get in an argument about what to do (Anakin doesn't want to fight, Padme reminds him of their obligations to the Republic.) C-3PO comments to R2D2, "Sometimes I just don't understand human behavior."

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 to separate jail cells.

In the arena, Dooku, Jango, Poggle and a Neimodian are watching the Reek devour slaves and they decide to feed Obi-Wan, Anakin and Padme to the Reek as well. The Reek is a dinosaur-like monster with three horns. They bring out the three prisoners and are preparing to tie them up to poles. First, they tie down Padme, but then . . .

Mace Windu enters the V.I.P. box where Dooku and friends are enjoying the show. He taps Dooku on the shoulder who turns to see the Jedi Master holding his lightsaber to Jango's throat. Then thousands of Jedi Knights burst through the gates into the arena and into the stands amongst the large crowd. The stadium lights up in a rainbow of lightsabers and the action begins. But as the Jedi free Obi-Wan and Anakin from the Reek, thousands of advanced droids roll in as well and begin firing upon the Jedi. Mace Windu dodges their fire and ends up jumping into the arena floor. Windu is pursued by Jango Fett.

The two men engage in battle for quite some time, with the Reek charging both of them in a fury of confusion and rage. In the end, Mace Windu decapitates Jango as little Boba Fett watches on in horror. As Jango and Mace Windu are fighting, Obi-Wan and Anakin manage to escape from the arena - Padme does not. 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.

Meanwhile, Count Dooku has slipped out of the arena away from the action. Explosions begin in space as Republic forces begin assaulting the Droid Control ships. Obi-Wan and Anakin continue to attack the droids. 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 Also during the Jango/Windu fight, Yoda arrives with an army of clonetroopers. 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. As the action continues, Slave 1 takes to the sky and flees. It's passengers? Only one - young Boba Fett.

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 fight their way through the heavily guarded ship and into the control room where Ki-Adi Mundi successfully throws the main switch that controls the droids.

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. (The reason nothing happens to the droids is because they are being controlled from the ground.) 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.

Upon finding Dooku before he departs in his solar sailor, the Jedi ignite their lightsabres in prepration to battle the Sith Lord. Anakin charges into battle not heeding Obi-Wan's warnings. Just as the young apprentice is about to strike the first blow, Dooku calmly lifts his arm and the Jedi is lifted up and flung across the room into the opposite wall. 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. Anakin and Dooku are now alone, and Obi-Wan fears he will lose Anakin just like he lost Qui-Gon.

Anakin is in a state of mental chaos. His mother has just been slain in front of his very eyes, he can't protect his love (Padme) from the battle outside, he has been separated from his master, and he's now engaged in a battle against one of the most powerful Force-wielders in the galaxy. Dooku sees Anakin's mental instability and can sense his fear. Using this to his advantage, he bullies Anakin for his own amusement. Dooku's intent at this moment is not to turn Anakin to the dark side, rather to amuse himself by messing with Anakin's head.

Padme, at this time, has been rescued by Mace Windu after he lops off Jango's head. She joins the battle and leads a group of clonetroopers in the attack. Anakin basically gets his butt whooped by Dooku. Anakin somehow stops fighting with Dooku. Anakin gets knocked off a ledge and they are separated and Dooku makes his way to Obi-Wan. Dooku and Obi-Wan do battle. Dooku is obviously a better fighter than Obi-Wan, using calculated moves and expending little energy in the fight. It's not the constant fighting like in Episode 1 - they talk quite a bit while fighting (like the saber fights in the old trilogy.) Dooku speaks to Obi-Wan almost hypnotically, telling him of the instability of the Republic and how it will crumble. Addressing him as "Master Kenobi," Dooku begs Obi-Wan to just kill him, then easily deflects his saber when the frustrated Jedi Knight attacks.

At some point during this battle, Dooku says to Obi-Wan "I have spent the last ten years learning to use the power of the dark side. It gives me infinitely more power!" Finally, Anakin returns to the battle and it's now a 2 on 1 situation. The battle continues and, while Obi-Wan appreciates the assistance, Dooku still overpowers both Jedi at the same time. He begins to taunt both of them now, and seems to be enjoying himself. Dooku pries into their deepest fears and regrets.

At some point in this battle, Anakin and Obi-Wan are fighting Dooku and Obi-Wan falls down and out of the action. Anakin uses the Force to call Obi-Wan's saber to his hand and he then starts wielding two sabers at Dooku. When Obi-Wan gets back into the fight, Anakin tosses his saber back to him and the duel continues.

He begins to tell Anakin he's fighting a lost cause - he failed to protect his mother just as he failed to protect Padme. Dooku tells Anakin that Padme has been killed in the battle.

Anakin snaps. Out of pure rage, he swings furiously at Dooku who is a bit taken with the overwhelming power this young Jedi is displaying. Dark side emotions run through Anakin and Dooku is forced to defend himself with a little more caution.

Obi-Wan finally rejoins the battle. As the battle continues, Obi-Wan tries to control Anakin. He tells him to concentrate on the battle and not to think of Padme's death. Upon hearing what he believes in confirmation from his master, Anakin becomes so enraged he takes a swing at Obi-Wan.

Count Dooku continues to beat both Jedi at the same time. He force-throws things at them and they are both getting injured (similarly to Luke vs. Vader in ESB) 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. As Dooku sees Yoda enter the fight, he Force-throws objects at the two Jedi and knocks Anakin out. Dooku and Yoda then fight.

The battle ends as Yoda Force pushes Dooku off a ledge and the badly beaten Sith Lord runs to his ship. After Dooku flees, Obi-Wan rushes over to Yoda who is extremely exhausted.

THE BATTLE, PART 3: IN THE HANGAR, there is still a big battle raging on outside between the Jedi and the droids. The Jedi are losing, but they are very ironically saved by a clone army. Where did these clones come from? The Senate did not vote on the matter so they're not Republic Clones, right? Well, it's an ironic answer - they came from Kamino. The clones that save the Jedi are the secret clones that an impostor named Sido-Dyas commissioned the Kaminoans to create from Jango Fett's DNA.

After the Yoda/Dooku confrontation, Dooku gets to his ship and takes off. Yoda is extremely exhausted from the battle and near collapses. As Dooku's ship takes off, a beaten up Anakin and Obi-Wan rush over to Yoda. At the same time, Padme, a clone captain, and about ten more clones come rushing into the room. Padme runs up to Anakin and embraces him. Anakin is so tired and beaten he can barely stand.

The clone captain marches up to Yoda and tells him the resistance has come to an end. Yoda is obviously not happy about the battle being won and there is a great look of concern on his face. Back on Coruscant it is morning. Count Dooku's ship lands in a secret platform in a deserted and broken down part of the planet. He walks down the ramp and approaches Darth Sidious. The two Sith Lords have a brief discussion and are very pleased with the way things are going.

COUNT DOOKU
I bring you good news, my Lord. The war has begun.

SIDIOUS
Excellent. Everything is going as planned.

Back at the top of the temple the Jedi Council has convened. The damage this war has done to the Jedi is catastrophic. Furthermore, Mace Windu and Yoda are extremely concerned about the prophecy of the Chosen One. Mace says to him "The prophesy is true. The dark side is growing." What is implied here is that the prophesy of the chosen one states the dark side will consume the galaxy before balance is restored. As it eventually does.

Anakin and Padme have returned to Naboo to get married in secret. They return to the Lake Retreat they were at before leaving for Tatooine. They have a very small wedding, witnessed only by C-3PO, R2D2 and a holy man. Back on Coruscant, the Republic decides to take action immediately. Clone armies are being produced in masses and sent to all corner's of the galaxy. The Clone Wars are about to begin. The last line scenes of the film are in the Jedi Temple. Obi-Wan and the four remaining council members (Yoda, Mace Windu, Ki-Adi Mundi, and Plo Koon) are discussing the battle.Obi-Wan says:"I suppose the battle of Geonesis was a great victory for the Republic?" Yoda has the last line in the movie, and he says it to Obi-Wan:

YODA
Victory? Victory you say? Not victory. A defeat it was, Master Obi-Wan.The dark cloud has fallen; Begun, the Clone War has!

On the point of view by supershadow