Star Wars: Episode II - Attack of the Clones (2002) - full transcript

Ten years after initially meeting, Anakin Skywalker shares a forbidden romance with Padmé Amidala, while Obi-Wan Kenobi discovers a secret clone army crafted for the Jedi. - stop by if you're interested in the nutritional composition of food
Senator, we're making
our final approach into Coruscant.

Very good, Lieutenant.

We made it.

I guess I was wrong.

There was no danger at all.


Milady, I'm so sorry.

I've failed you, Senator.


Milady, you're still in danger here.

- I shouldn't have come back.
- This vote is very important.

You did your duty.
Cord? did hers. Now, come.

Senator Amidala, please.

I don't know how much longer
I can hold off the vote, my friends.

More and more star systems
are joining the separatists.

If they do break away--

I will not let this Republic
that has stood for a thousand years...

be split in two.

My negotiations will not fail.

If they do, you must realize...

there aren't enough Jedi
to protect the Republic.

We're keepers of the peace,
not soldiers.

Master Yoda...

do you think it will
really come to war?

The dark side clouds everything.

Impossible to see the future is.

The Loyalist Committee
has arrived, Your Honour.


Send them in.

We will discuss this matter later.

Senator Amidala, your tragedy
on the landing platform--


Seeing you alive brings
warm feelings to my heart.

Do you have any idea
who was behind this attack?

Our intelligence points to disgruntled
spice miners on the moons of Naboo.

I think that Count Dooku
was behind it.

He is a political idealist,
not a murderer.

You know, milady,
Count Dooku was once a Jedi.

He couldn't assassinate anyone.
It's not in his character.

But for certain, Senator...

in grave danger you are.

Master Jedi, may I suggest...

the senator be placed under
the protection of your graces?

Do you really think that's a wise
decision under these stressful times?

Chancellor, if I may comment,
I do not believe--

The situation is that serious?

No, but I do, Senator.

I realize all too well
that additional security...

might be disruptive for you...

but perhaps someone
you're familiar with.

An old friend, like Master Kenobi.

That's possible.

He's just returned
from a border dispute on Ansion.

Do it for me, milady. Please?

The thought of losing you...

is unbearable.

I will have Obi-Wan
report to you immediately, milady.

Thank you, Master Windu.

- You seem a little on edge.
- Not at all.

I haven't felt you this tense since
we fell into that nest of gundarks.

You fell into that nightmare, Master...

and I rescued you, remember?

Oh... yes.

You're sweating. Relax.
Take a deep breath.

I haven't seen her
in ten years, Master.

Obi? Obi!

- Mesa so smilen to seein yousa!
- Good to see you again,Jar Jar.

Senator Padm?.

Mesa palos here!
Lookie, lookie, Senator.

Desa Jedi arriven.

It's a great pleasure
to see you again, milady.

It has been far too long,
Master Kenobi.


- My goodness, you've grown.
- So have you.

Grown more beautiful, I mean.

Well, for a senator, I mean.

Ani, you'll always be that little boy
I knew on Tatooine.

Our presence here will be invisible,
milady, I can assure you.

I'm Captain Typho
of Her Majesty's security service.

Queen Jamillia has been informed
of your assignment.

I am grateful you are here,
Master Kenobi.

The situation is more dangerous
than the senator will admit.

I don't need more security.
I need answers.

I want to know
who's trying to kill me.

We are here to protect you,
Senator, not to start an investigation.

We will find out
who's trying to kill you, Padm?.

I promise you.

We will not exceed our mandate,
my young Padawan learner.

I meant that in the interest
of protecting her, Master, of course.

We will not go through
this exercise again, Anakin...

and you will pay attention
to my lead.

- Why?
- What?

Why else do you think we were assigned
to her if not to find the killer?

Protection is a job
for local security, not Jedi.

It's overkill, Master.
Investigation is implied in our mandate.

We will do exactly
as the council has instructed.

And you will learn
your place, young one.

Perhaps with merely your presence...

the mystery surrounding
this threat will be revealed.

Now, if you'll excuse me...

I will retire.

I know I'll feel better
having you here.

I'll have an officer stationed
on every floor...

and I'll be in the control centre

Mesa busten wit happiness
seein yousa again, Ani.

She hardly even
recognized me,Jar Jar.

I've thought about her
every day since we parted and...

she's forgotten me completely.

Shesa happy.

Happier den mesa seein her
in a longo time.

You're focusing on the negative, Anakin.
Be mindful of your thoughts.

She was pleased to see us.

Now, let's check the security.

I hit the ship,
but they used a decoy.

We'll have to try something
more subtle this time, Zam.

My client is getting impatient.

Take these. Be careful.
They're very poisonous.

And, Zam, there can be
no mistakes this time.

Captain Typho has
more than enough men downstairs.

No assassin would try that way.

- Any activity up here?
- Quiet as a tomb.

I don't like just waiting here
for something to happen to her.

- What's going on?
- She covered the cameras.

I don't think she liked me
watching her.

What is she thinking?

She programmed R2 to warn us
if there is an intruder.

There are many other ways
to kill a senator.

I know, but we also want to catch
this assassin, don't we, Master?

You're using her as bait.

It was her idea.

Don't worry.
No harm will come to her.

I can sense everything
going on in that room.

Trust me.

It's too risky.

Besides, your senses aren't
that attuned, my young apprentice.

And yours are?


You look tired.

I don't sleep well any more.

Because of your mother?

I don't know
why I keep dreaming about her.

Dreams pass in time.

I'd much rather dream about Padm?.

Just being around her again is...

Be mindful of your thoughts, Anakin.
They betray you.

You've made a commitment
to the Jedi order...

a commitment not easily broken.

And don't forget, she's a politician.
They're not to be trusted.

She's not like the others
in the senate, Master.

It is my experience
that senators focus...

only on pleasing those
who fund their campaigns...

and they're in no means scared of
forgetting the niceties of democracy...

- in order to get those funds.
- Not another lecture.

At least not
on the economics of politics.

And besides, you're generalizing.

The chancellor doesn't appear
to be corrupt.

Palpatine is a politician.

I have observed
that he is very clever...

in following the passions
and the prejudices of the senators.

I think he's a good man--

I sense it too.

Stay here!

Are you all right, milady?

What the--

Jedi poo doo!

- What took you so long?
- Oh, you know, Master.

- I couldn't find a speeder I liked...
- There he is.

with the open cockpit
and the right speed capabilities.

If you spent as long practising your
sabre techniques as you do your wit...

you would rival Master Yoda
as a swordsman.

I thought I already did.

Only in your mind,
my very young apprentice.

Pull up, Anakin. Pull up!

You know I don't like it
when you do that.

Sorry, Master.
I forgot you don't like flying.

I don't mind flying,
but what you're doing is suicide!

Anakin! How many times
have I told you...

stay away from power couplings!

That was good!

Where are you going?
He went that way.

Master, if we keep this chase
going any longer...

that creep is gonna end up deep-fried...

and, personally, I'd like to find out
who he is and who he's working for.

This is a short cut... I think.

Well, you've lost him.

I'm deeply sorry, Master.

That was some short cut, Anakin.

He went completely the other way.

- Once again you've proved--
- If you'll excuse me.

I hate it when he does that.


- She went into the club, Master.
- Patience.

- Use the Force. Think.
- Sorry, Master.

- He went in there to hide, not to run.
- Yes, Master.

- Next time, try not to lose it.
- Yes, Master.

- This weapon is your life.
- I try, Master.

Why do I get the feeling
you're going to be the death of me?

Don't say that, Master.

You're the closest thing
I have to a father.

Then why don't you listen to me?

I am trying.

Can you see him?

I think he is a she...

and I think she is a changeling.

In that case, be extra careful.

- Go and find her.
- Where are you going, Master?

For a drink.

Thank you.

-You wanna buy some death sticks?
-You don't want to sell me death sticks.

I don't want to
sell you death sticks.

You want to go home
and rethink your life.

I want to go home
and rethink my life.


Jedi business.
Go back to your drinks.

Do you know who it was
you were trying to kill?

It was a senator from Naboo.

- And who hired you?
- It was just a job.

Who hired you? Tell us.

Tell us now!

It was a bounty hunter called--

Wee shahnit... sleemo.

Toxic dart.

Track down this bounty hunter
you must, Obi-Wan.

Most importantly,
find out who he's working for.

What about Senator Amidala?
She will still need protecting.

Handle that your Padawan will.

Anakin, escort the senator
back to her home planet of Naboo.

She'll be safer there.
And don't use registered transport.

Travel as refugees.

As the leader of the opposition,
it will be very difficult...

to get Senator Amidala
to leave the capital.

Until caught this killer is...

our judgement she must respect.

Anakin, go to the senate...

and ask Chancellor Palpatine
to speak with her about this matter.

I will talk with her.

Senator Amidala will not refuse
an executive order.

I know her well enough
to assure you of that.

Thank you, Your Excellency.

And so, they've finally
given you an assignment.

Your patience has paid off.

Your guidance
more than my patience.

You don't need guidance, Anakin.

In time, you will learn
to trust your feelings.

Then you will be invincible.

I have said it many times:

You are the most gifted Jedi
I have ever met.

Thank you, Your Excellency.

I see you becoming the greatest
of all the Jedi, Anakin...

even more powerful
than Master Yoda.

I am concerned for my Padawan.

He is not ready to be given
this assignment on his own yet.

The council is confident
in its decision, Obi-Wan.

The boy has exceptional skills.

But he still has much to learn, Master.

His abilities have made him,
well, arrogant.


A flaw more and more common
among Jedi.

Too sure of themselves they are.

Even the older,
more experienced ones.

Remember, Obi-Wan,
if the prophecy is true...

your apprentice is the only one who can
bring the Force back into balance.

I'm taking
an extended leave of absence.

It will be your responsibility
to take my place in the senate.

Representative Binks,
I know I can count on you.

Mesa honoured to be taking on
dissa heavy burden.

Mesa accept this
with muy, muy humility and--

Jar Jar, I don't wish to hold you up.

I'm sure you have
a great deal to do.

Of course.


I do not like this idea of hiding.

Don't worry.

Now that the council
has ordered an investigation...

it won't take Master Obi-Wan long
to find this bounty hunter.

I haven't worked for a year
to defeat the Military Creation Act...

to not be here
when its fate is decided.

Sometimes we must
let go of our pride...

and do what is requested of us.

Anakin, you've grown up.

Master Obi-Wan manages
not to see it.

Don't get me wrong.

Obi-Wan is a great mentor.

As wise as Master Yoda and...

as powerful as Master Windu.

I am truly thankful
to be his apprentice.

In some ways--
a lot of ways--

I'm really ahead of him.

I'm ready for the trials...

but he feels that
I'm too unpredictable.

He won't let me move on.

- That must be frustrating.
- It's worse.

He's overly critical.
He never listens.

He doesn't understand.

It's not fair!

All mentors have a way of seeing
more of our faults than we would like.

It's the only way we grow.

I know.


don't try to grow up too fast.

But I am grown up.

You said it yourself.

Please don't look at me like that.

Why not?

It makes me feel uncomfortable.

Sorry, milady.

- Be safe, milady.
- Thank you, Captain.

Take good care of Dorm?.
The threat's on you two now.

He'll be safe with me.

You'll be fine.

It's not me, milady.
I worry about you.

What if they realize
you've left the capital?

Well, then my Jedi protector
will have to prove how good he is.


don't do anything without first
consulting either myself or the council.

Yes, Master.

I'll get to the bottom
of this plot quickly, milady.

You'll be back here in no time.

I'll be most grateful
for your speed, Master Jedi.

- It's time to go.
- I know.

Anakin, may the Force be with you.

May the Force be with you, Master.

Suddenly I'm afraid.

This is my first assignment on my own.
I am too.

Don't worry.
We have R2 with us.

I do hope he doesn't try
anything foolish.

I'd be more concerned about her
doing something than him.

Someone to see ya, honey!

Jedi, by the looks of him.


Hello, Dex.

Take a seat.
I'll be right with ya.

- You wanna cup o' jawa juice?
- Oh, yes. Thank you.

Old buddy!

So, my friend, what can I do for ya?

You can tell me what this is.

Well, whattaya know!

I ain't seen one of these
since I was prospectin'...

on Subterrel, beyond the outer rim.

Can you tell me
where it came from?

This baby belongs to them cloners.

What you got here
is a Kamino sabredart.

I wonder why it didn't show up
in the analysis archives.

It's these funny little cuts on the side
that give it away.

Those analysis droids
only focus on symbols.

I should think that you Jedi
would have more respect...

for the difference
between knowledge and...


Well, if droids could think...

there'd be none of us here,
would there?

Kamino. I'm not familiar with it.
Is it in the Republic?

No, no. It's beyond the outer rim.

I'd say about 1 2 parsecs
outside the Rishi Maze.

Should be easy to find,
even for those droids in your archives.

These Kaminoans
keep to themselves.

They're cloners.
Damn good ones too.

- Cloners. Are they friendly?
- Depends.

Depends on what, Dex?

On how good your manners are...

and how big your... pocketbook is.

- Did you call for assistance?
- Yes, I did.

Are you having a problem,
Master Kenobi?

Yes, I'm looking for a planetary system
called Kamino.

It doesn't show up
on the archive charts.

Kamino. It's not a system
I'm familiar with.

Are you sure you have
the right coordinates?

According to my information, it should
appear in this quadrant here...

just south of the Rishi Maze.

I hate to say it, but it looks like
the system you're searching for...

doesn't exist.

Perhaps the archives are incomplete.

If an item does not appear
in our records...

it does not exist.

Hey, you! No droids!

Get outta here!

Thank you, R2.

Must be difficult,
having sworn your life to the Jedi...

not being able to visit the places
you like or do the things you like.

Or be with the people that I love.

Are you allowed to love?

I thought that was forbidden
for a Jedi.

Attachment is forbidden.

Possession is forbidden.

Compassion, which I would define
as unconditional love...

is central to a Jedi's life.

So you might say that
we are encouraged to love.

You've changed so much.

You haven't changed a bit.

You're exactly the way
I remember you in my dreams.

Reach out.
Sense the Force around you.

Use your feelings you must.

Younglings. Younglings!

A visitor we have.

Hello, Master Obi-Wan.


I'm sorry to disturb you, Master.

What help can I be, Obi-Wan?

I'm looking for a planet
described to me by an old friend.

I trust him, but the systems don't show
on the archive maps.

Lost a planet Master Obi-Wan has.

How embarrassing!

Liam, the shades.

Gather round the map reader.

Clear your minds...

and find Obi-Wan's
wayward planet we will.

It ought to be here...

but it isn't.

Gravity is pulling all the stars
in the area towards this spot.

Gravity's silhouette remains...

but the star and all the planets...

disappeared they have.

How can this be?

A thought?



Because someone erased it
from the archive memory.

Truly wonderful the mind of a child is.

The Padawan is right.

Go to the centre of gravity's pull...

and find your planet you will.

The data must have been erased.

But who could empty information from
the archives? Isn't that impossible?

Dangerous and disturbing
this puzzle is.

Only a Jedi
could have erased those files.

But who and why, harder to answer.

Meditate on this I will.

I wasn't the youngest queen
ever elected...

but now that I think back on it,
I'm not sure I was old enough.

I'm not sure I was ready.

The people you served
thought you did a good job.

I heard they even tried
to amend the constitution...

so you could stay in office.

I was relieved
when my two terms were up.

But when the queen asked me
to serve as senator...

I couldn't refuse her.

I agree with her.
I think the Republic needs you.

I'm glad that you chose to serve.

If the senate votes to create an army,
it's sure to push us into a civil war.

It's unthinkable!

There hasn't been a full-scale war
since the formation of the Republic.

Do you see any way
through negotiations...

to bring the separatists
back into the Republic?

Not if they feel threatened.

They'll turn to the Trade Federations
or the Commerce Guilds for help.

It's outrageous...

but after four trials
in the Supreme Court...

Nute Gunray is still the viceroy
of the Trade Federation.

I fear the senate is powerless
to resolve this crisis.

We must keep our faith
in the Republic.

The day we stop believing democracy
can work is the day we lose it.

Let's pray that day never comes.

In the meantime,
we must consider your own safety.

What is your suggestion, Master Jedi?

Anakin's not a Jedi yet.
He's still a Padawan learner.

- But I was thinking--
- Hold on a minute.

Excuse me.

I was thinking I would stay
in the lake country.

There are some places up there
that are very isolated.

Excuse me. I'm in charge
of security here, milady.

And this is my home. I know it
very well. That is why we're here.

I think it would be wise...

if you took advantage
of my knowledge in this instance.

Sorry, milady.

Perfect. It's settled, then.

There it is, R4,
right where it should be.

Our missing planet Kamino.

Master Jedi.

The prime minister is expecting you.

- I'm expected?
- Of course.

He is anxious to meet you.

After all these years...

we were beginning to think
you weren't coming.

Now, please, this way.

May I present Lama Su...

prime minister of Kamino.

And this is Master Jedi--

Obi-Wan Kenobi.

I trust you're going
to enjoy your stay.


And now to business.

You will be delighted to hear
that we are on schedule.

200,000 units are ready...

with a million more
well on the way.

That's good news.

Please tell your Master Sifo-Dyas...

that his order will be met on time.

I'm sorry. Master--

Jedi Master Sifo-Dyas is still...

a leading member of the Jedi Council,
is he not?

Master Sifo-Dyas was killed
almost ten years ago.

I'm so sorry to hear that.

But I'm sure he would have been proud
of the army we've built for him.

The army?

Yes, a clone army, and I must say...

one of the finest we've ever created.

Tell me, Prime Minister...

when my master first contacted you
about the army...

did he say who it was for?

Of course he did.

This army is for the Republic.

But you must be anxious
to inspect the units for yourself.

That's why I'm here.

We used to come here
for school retreat.

We would swim
to that island every day.

I love the water.

We used to lie out on the sand
and let the sun dry us...

and try to guess the names
of the birds singing.

I don't like sand.

It's coarse and rough and irritating...

and it gets everywhere.

Not like here.

Here, everything is soft...

and smooth.


I shouldn't have done that.

I'm sorry.

Very impressive.

I'd hoped you would be pleased.

Clones can think creatively.

You will find that they are
immensely superior to droids.

We take great pride in our combat
education and training programmes.

This group was created
about five years ago.

You mentioned growth acceleration.

Oh, yes, it's essential.

Otherwise, a mature clone
would take a lifetime to grow.

Now we can do it in half the time.

I see.

They are totally obedient...

taking any order without question.

We modified their genetic structure...

to make them less independent
than the original host.

And who was the original host?

A bounty hunter called Jango Fett.

And where is this bounty hunter now?

Oh, we keep him here.

Apart from his pay,
which is considerable...

Fett demanded only one thing:

an unaltered clone for himself.

- Curious, isn't it?

Pure genetic replication.

No tampering with the structure
to make it more docile...

and no growth acceleration.

I should very much like
to meet this Jango Fett.

I would be very happy
to arrange it for you.

Magnificent, aren't they?

I don't know.

Sure you do.
You just don't want to tell me.

You gonna use one of your
Jedi mind tricks on me?

They only work on the weak-minded.

All right.

I was 1 2.
His name was Palo.

We were both
in the Legislative Youth Programme.

He was a few years older than I.
Very cute.

Dark, curly hair.
Dreamy eyes.

All right, I get the picture.

Whatever happened to him?

I went into public service.
He went on to become an artist.

Maybe he was the smart one.

You really don't like
politicians, do you?

I like two or three...

but I'm not really sure
about one of them.

I don't think the system works.

How would you have it work?

We need a system where the politicians
sit down and discuss the problem...

agree what's in the best interest
of all the people...

and then do it.

That's exactly what we do.

The trouble is that people
don't always agree.

Well, then they should be made to.

- By whom? Who's gonna make them?
- I don't know. Someone.

- You?
- Of course not me.

- But someone.
- Someone wise.

Sounds an awful lot
like a dictatorship to me.

Well, if it works.

- You're making fun of me.
- No.

I'd be much too frightened
to tease a senator.

Ani, are you all right?

Boba, is your father here?


May we see him?


Dad, Taun We's here.

Jango, welcome back.

Was your trip productive?


This is Jedi Master Obi-Wan Kenobi.

He's come to check on our progress.

Your clones are very impressive.
You must be very proud.

I'm just a simple man trying
to make my way in the universe.

Ever made your way as far
into the interior as Coruscant?

- Once or twice.
- Recently?


Then you must know
Master Sifo-Dyas.

Boba, rood eht so-heeck.

Master who?


Is he not the Jedi
who hired you for this job?

Never heard of him.


I was recruited by a man called Tyranus
on one of the moons of Bogden.


Do you like your army?

I look forward
to seeing them in action.

They'll do their job well.
I'll guarantee that.

Thank you for your time,Jango.

Always a pleasure to meet a Jedi.

What is it, Dad?

Pack your things.
We're leaving.

And when I got to them,
we went into aggressive negotiations.

" Aggressive negotiations''?
What's that?

Well, negotiations with a lightsabre.

If Master Obi-Wan caught me
doing this, he'd be very grumpy.

From the moment I met you...

all those years ago...

not a day has gone by
when I haven't thought of you.

And now that I'm with you again...

I'm in agony.

The closer I get to you,
the worse it gets.

The thought of not being with you--

I can't breathe.

I'm haunted by the kiss...

that you should never have given me.

My heart is beating...

hoping that that kiss
will not become a scar.

You are in my very soul...

tormenting me.

What can I do?
I will do anything that you ask.

If you are suffering
as much as I am, please, tell me.

I can't.

We can't.
It's... just not possible.

Anything is possible, Padm?.
Listen to me.

No, you listen.

We live in a real world.
Come back to it.

You're studying to become a Jedi.
I'm a senator.

If you follow your thoughts
through to conclusion...

it'll take us to a place
we cannot go...

regardless of the way
we feel about each other.

Then you do feel something.

I will not let you give up
your future for me.

You are asking me to be rational.

That is something
I know I cannot do.

Believe me, I wish that
I could just wish away my feelings...

but I can't.

I will not give in to this.

Well, you know...

it wouldn't have to be that way.

We could keep it a secret.

We'd be living a lie...

one we couldn't keep
even if we wanted to.

I couldn't do that.

Could you, Anakin?
Could you live like that?

No. You're right.

It would destroy us.

Tell your council that
the first battalions are ready.

And remind them,
if they need more troops...

it will take more time to grow them.

I won't forget, and thank you.

Thank you.


Scramble code five to Coruscant,
care of the old folks' home!

I have successfully made contact
with the prime minister of Kamino.

They are using a bounty hunter named
Jango Fett to create a clone army.

I have a strong feeling
that this bounty hunter...

is the assassin we are looking for.

Do you think these cloners
are involved...

in the plot to assassinate
Senator Amidala?

No, Master.
There appears to be no motive.

Do not assume anything, Obi-Wan.

Clear your mind must be...

if you are to discover
the real villains behind this plot.

Yes, Master.

They say Master Sifo-Dyas placed
an order for a clone army...

at the request of the senate
almost ten years ago.

I was under the impression
he was killed before that.

Did the council ever authorize
the creation of a clone army?

No. Whoever placed that order...

did not have the authorization
of the Jedi Council.

Bring him here.
Question him we will.

Yes, Master.
I will report back when I have him.

Blind we are if creation
of this clone army...

we could not see.

I think it is time
we informed the senate...

that our ability to use
the Force has diminished.

Only the dark lord of the Sith
knows of our weakness.

If informed the senate is...

multiply our adversaries will.


Mom, no.

Don't go.

I don't want to disturb you.

Your presence is soothing.

You had another nightmare last night.

Jedi don't have nightmares.

I heard you.

I saw my mother.

She is suffering, Padm?.

I saw her as clearly as I see you now.

She is in pain.

I know I'm disobeying my mandate
to protect you, Senator...

but I have to go.

I have to help her.

I'll go with you.

I'm sorry.
I don't have a choice.

Dad, look!

Boba, get on board!

Oh, not good.

Wait right there.


Chut-chut, Watto.

Let me help you with that.

What? What do you want?

Wait! You're a Jedi!

Whatever it is, I didn't do it.

I'm looking for Shmi Skywalker.


Little Ani?


You are Ani! It is you!

You sure sprouted, huh?

AJedi! Whattaya know!

Maybe you could help with some
deadbeats who owe me a lot of money.

My mother.

Oh, yeah. Shmi.

She's not mine-a no more-a.
I sold her.

- You sold her?
- Years ago.

Sorry, Ani, but you know,
business is business.

I sold her to a moisture farmer
named Lars.

At least I think it was Lars.

Believe it or not, I heard
he freed her and married her!

Can ya beat that, eh?

Do you know where they are now?

Long way from here.

Someplace over on the other side
of Mos Eisley, I think.

I'd like to know.

Sure. Absolutely!

Let's go look at my records, huh?

I think we're being tracked!

He must have put
a homing device on our hull.

Hang on, son.
We'll move into the asteroid field...

and we'll have
a couple of surprises for him.

Seismic charges!

Stand by.

He doesn't seem
to take a hint, this guy.

Watch out!

Get him, Dad! Fire!

Blast! This is why I hate flying!

We got him!

We'll just have to finish him.

R4, prepare to jettison
the spare part canisters.

Fire them now!

We won't be seeing him again.

Well, R4, I think
we've waited long enough.

There's an unusual concentration
of Federation ships over there, R4.

Stay with the ship, R2.

Hello. How might I be
of service? I am C--


The maker!

Master Ani!

I knew you would return.
I knew it!

And Miss Padm?. Oh, my.

Hello, 3PO.

Bless my circuits!
I'm so pleased to see you both.

I've come to see my mother.

I think perhaps
we'd better go indoors.

Master Owen, might I present
two most important visitors.

I'm Anakin Skywalker.

Owen Lars.

- This is my girlfriend, Beru.
- Hello.

I'm Padm?.

I guess I'm your stepbrother.

I had a feeling
you might show up someday.

Is my mother here?

No, she's not.

Cliegg Lars.

Shmi is my wife.

We should go inside.
We have a lot to talk about.

It was just before dawn.
They came out of nowhere.

A hunting party of Tusken Raiders.

Your mother had gone out early,
like she always did...

to pick mushrooms
that grow on the vaporators.

From the tracks,
she was about halfway home...

when they took her.

Those Tuskens walk like men...

but they're vicious, mindless monsters.

Thirty of us went out after her.
Four of us came back.

I'd be out there with them,
but after I lost my leg...

I just couldn't ride any more
until I heal.

I don't want to give up on her...

but she's been gone a month.

There's little hope
she's lasted this long.

Where are you going?

To find my mother.

Your mother's dead, son.
Accept it.

You're gonna have to stay here.

These are good people, Padm?.
You'll be safe.

I won't be long.

We must persuade
the Commerce Guild...

and the Corporate Alliance
to sign the treaty.

What about the senator
from Naboo?

Is she dead yet?

I am not signing your treaty
until I have her head on my desk.

I am a man of my word, Viceroy.

With these new battle droids
we've built for you...

you'll have the finest army
in the galaxy.

As I explained to you earlier...

I am quite convinced
that 1 0,000 more systems...

will rally to our cause
with your support, gentlemen.

What you are proposing
could be construed as treason.

The Techno Union army...

is at your disposal, Count.

The Banking Clan will sign your treaty.

Good. Very good.

Our friends from the Trade Federation
have pledged their support...

and when their battle droids
are combined with yours...

we shall have an army
greater than any in the galaxy.

The Jedi will be overwhelmed.

The Republic will agree
to any demands we make.




Is it you?

I'm here, Mom. You're safe.

You look so handsome.

My son.

My grown-up son.

I'm so proud of you, Ani.

I missed you.

Now I am complete.

I love y--

Stay with me, Mom. Everything--

I love--

I love--



What is it?

Pain, suffering...

death I feel.

Something terrible has happened.

Young Skywalker is in pain...

terrible pain.

The transmitter is working,
but we're not receiving a return signal.

Coruscant's too far.
R4, can you boost the power?

We'll have to try something else.

Maybe we can contact Anakin
on Naboo.

It's much closer.

Anakin, do you copy?

This is Obi-Wan Kenobi. Anakin?

He's not on Naboo, R4.

I'm going to try and widen the range.

I do hope nothing's happened to him.

That's Anakin's tracking signal,
all right...

but it's coming from Tatooine.

What in the blazes is he doing there?

I told him to stay on Naboo.

We haven't got much time.

Anakin, do you copy?

This is Obi-Wan Kenobi.

Retransmit this message--

Anakin, do you copy?

My long-range transmitter
has been knocked out.

Retransmit this message to Coruscant.

I brought you something.

Are you hungry?

The shifter broke.

Life seems so much simpler
when you're fixing things.

I'm good at fixing things.
Always was.

But I couldn't--

Why'd she have to die?

Why couldn't I save her?

I know I could have!

Sometimes there are things
no one can fix.

- You're not all-powerful, Ani.
- Well, I should be!

Someday I will be.

I will be the most powerful Jedi ever.

I promise you.

I will even learn
to stop people from dying.

It's all Obi-Wan's fault!
He's jealous!

He's holding me back!

What's wrong, Ani?

I killed them.

I killed them all.

They're dead.

Every single one of them.

And not just the men...

but the women...

and the children too.

They're like animals...

and I slaughtered them like animals!

I hate them!

To be angry is to be human.

I'm a Jedi.

I know I'm better than this.

I know wherever you are
it's become a better place.

You were the most loving partner
a man could ever have.

Goodbye, my darling wife.

And thank you.

I wasn't strong enough
to save you, Mom.

I wasn't strong enough.

But I promise I won't fail again.

I miss you...

so much.

R2? What are you doing here?

It seems that he is carrying
a message from an Obi-Wan Kenobi.

Master Ani, does that name
mean anything to you?

Anakin, my long-range transmitter
has been knocked out.

Retransmit this message
to Coruscant.

I have tracked the bounty hunter,
Jango Fett...

to the droid foundries on Geonosis.

The Trade Federation is
to take delivery of a droid army here...

and it is clear that Viceroy Gunray...

is behind the assassination attempts
on Senator Amidala.

The Commerce Guilds
and the Corporate Alliance...

have both pledged their armies
to Count Dooku and are forming--


More happening on Geonosis, I feel,
than has been revealed.

I agree.

We will deal with Count Dooku.

The most important thing for you
is to stay where you are.

Protect the senator at all costs.

That is your first priority.

Understood, Master.

They'll never get there
in time to save him.

They have to come halfway
across the galaxy. Look.

Geonosis is less than a parsec away.

If he's still alive.

Are you just gonna sit here
and let him die?

- He's your friend, your mentor.
- He's like my father!

But you heard Master Windu.
He gave me strict orders to stay here.

He gave you strict orders
to protect me...

and I'm going to help Obi-Wan.

If you plan to protect me,
you'll just have to come along.

I'm not worried, R2.
It's just I've never flown before.

The Commerce Guilds are preparing
for war. There can be no doubt of that.

Count Dooku must have made
a treaty with them.

The debate is over.

Now we need that clone army.

the debate is not over.

The senate will never approve
the use of clones...

before the separatists attack.

This is a crisis.

The senate must vote the chancellor
emergency powers.

He can then approve
the creation of an army.

But what senator would have
the courage...

to propose such a radical amendment?

If only Senator Amidala were here.


Oh, no, my friend.
This is a mistake, a terrible mistake.

They have gone too far.
This is madness.

I thought you were
the leader here, Dooku.

This had nothing to do with me,
I assure you.

I will petition immediately
to have you set free.

Well, I hope it doesn't take too long.
I have work to do.

May I ask why a Jedi knight...

is all the way out here on Geonosis?

I've been tracking a bounty hunter
named Jango Fett.

Do you know him?

There are no bounty hunters here
that I am aware of.

The Geonosians don't trust them.

Who can blame them?
But he is here, I can assure you.

It's a great pity our paths
have never crossed before, Obi-Wan.

Qui-Gon always spoke
very highly of you.

I wish he were still alive.

I could use his help right now.

Qui-Gon Jinn would never join you.

Don't be so sure, my young Jedi.

You forget that he was once
my apprentice...

just as you were once his.

He knew all about the corruption
in the senate...

but he wouldn't have gone along with
it if he had learned the truth as I have.

- The truth?
- The truth.

What if I told you that the Republic
was now under the control...

of the dark lord of the Sith?

No, that's not possible.
The Jedi would be aware of it.

The dark side of the Force
has clouded their vision, my friend.

Hundreds of senators
are now under the influence...

of a Sith lord called Darth Sidious.

I don't believe you.

The viceroy of the Trade Federation...

was once in league
with this Darth Sidious...

but he was betrayed
ten years ago by the dark lord.

He came to me for help.
He told me everything.

You must join me, Obi-Wan...

and together we will destroy the Sith!

I will never join you, Dooku.

It may be difficult
to secure your release.

It's-a clear
desa separatists made a pact...

wesa desa Federation du Trade.

Senators, "dellow felagates'':

In response to this direct threat
to the Republic...

mesa propose that the senate...

give immediately emergency powers...

to the supreme chancellor.

Palpatine! Palpatine!

Order! We shall have order!

It is with great reluctance...

that I have agreed to this calling.

I love democracy.
I love the Republic.

The power you give me...

I will lay down
when this crisis has abated.

And as my first act
with this new authority...

I will create
a grand army of the Republic...

to counter the increasing threats
of the separatists.

It is done, then.

I will take what Jedi we have left
and go to Geonosis and help Obi-Wan.

Visit I will the cloners on Kamino...

and see this army
they have created for the Republic.

See those columns of steam
straight ahead?

They're exhaust vents of some type.

That'll do.

Look, whatever happens
out there, follow my lead.

I'm not interested
in getting into a war here.

As a member of the senate...

maybe I can find
a diplomatic solution to this mess.

Don't worry.

I've given up
trying to argue with you.

My obtuse little friend,
if they had needed our help...

they would have asked for it.

You obviously have a great deal
to learn about human behaviour.

For a mechanic, you seem to do
an excessive amount of thinking.

I am programmed
to understand humans!

"What does that mean?''

That means I am in charge here!

Where are you going now?

You don't know what's out there.
Have you no sense at all?


Please wait.

Do you know where you're going?


Oh, my goodness!

Shut me down!

Machines making machines.

How perverse!

Calm down, R2!

I almost fell.

You'll get your chance--

I'm scrap.

It's a nightmare!

I want to go home!

What did I do to deserve this?

I wonder what happened
to poor little R2.

He's always getting himself
into trouble.

Oh, no!


I'm so confused.

Not again!

Obi-Wan's gonna kill me.

Don't move,Jedi!

Take him away.

Don't be afraid.

I'm not afraid to die.

I've been dying a little bit each day
since you came back into my life.

What are you talking about?

I love you.

You love me?

I thought we had decided
not to fall in love...

that we would be forced
to live a lie...

and that it would destroy our lives.

I think our lives are about
to be destroyed anyway.

I truly...

deeply love you...

and before we die,
I want you to know.

I was beginning to wonder
if you'd got my message.

I retransmitted it
just as you had requested, Master.

Then we decided
to come and rescue you.

Good job.

Settle down. Settle down.

Let the executions begin.

I've got a bad feeling about this.

-Just relax. Concentrate.
- What about Padm??

She seems to be on top of things.

She can't do that!

Shoot her... or something!


This isn't how it's supposed to be!

Jango! Finish her off!

Patience, Viceroy, patience.
She will die.

Master Windu.

How pleasant of you to join us.

This party's over.


but foolish, my old Jedi friend.

You're impossibly outnumbered.

I don't think so.

We'll see.

My legs aren't moving.
I must need maintenance.

What's all this noise?
A battle!

There's been some terrible mistake!

I'm programmed for etiquette,
not destruction!

Die,Jedi dogs!

Oh! What did I say?

Oh, dear.
I'm terribly sorry about all this.

Excuse me. I'm trapped.
I can't get up.

- You call this a diplomatic solution?
- No, I call it aggressive negotiations.

- Uh-oh.
- Roger, roger.

R2, what are you doing here?

What are you doing?

Stop that!
You're going to strain something.

My neck!

Now where are you taking me?
This is such a drag!

I'm quite beside myself.

R2, please be careful!
You're singeing my circuits!

Yes, but is my head on straight?

Master Windu...

you have fought gallantly...

worthy of recognition
in the archives of the Jedi order.


it is finished.


and your lives will be spared.

We will not be hostages
to be bartered, Dooku!


I'm sorry, old friend.


Around the survivors
a perimeter create.

I've had the most peculiar dream!

If Dooku escapes...

rally more systems
to his cause he will.

Hold on!

Aim right above the fuel cells!

Good call, my young Padawan.

The Jedi have amassed a huge army.

That doesn't seem possible.

How could the Jedi
come up with an army so quickly?

We must send
all available droids into battle.

There are too many.

Our communications have been jammed.

Pilot, land in that assembly area!

Yes, sir.


I have five special commando units
awaiting your orders, sir.

To the forward command centre
take me.

Attack those Federation starships,

Master Yoda,
all forward positions are advancing.

Very good.

Very good.

This is not looking good at all!

We must get the starships
back into space.

We have to order a retreat.

My master will never allow
the Republic...

to get away with this treachery.

I'm sending my warriors
to hide in the catacombs.

The Jedi must not find
our designs for the ultimate weapon.

If they find out what we are planning
to build, we're doomed.

I will take the designs
with me to Coruscant.

They will be much safer there
with my master.

Concentrate all your fire
on the nearest starship.

Yes, sir.

Move all quadrants to sector 51 5.

Look over there!

It's Dooku! Shoot him down!

We're out of rockets, sir.

- Follow him!
- We're gonna need some help!

There isn't time!
Anakin and I can handle this!

Put the ship down!

Don't let your personal feelings
get in the way!

Follow that speeder!

- Lower the ship!
- I can't take Dooku alone!

I need you! If we catch him,
we can end this war right now!

- We have a job to do!
- I don't care! Put the ship down!

You will be expelled
from the Jedi order!

- I can't leave her!
- Come to your senses!

What do you think Padm? would do
were she in your position?

She would do her duty.

The droid army is in full retreat.

Well done, Commander.
Bring me a ship.

You're gonna pay for all the Jedi
that you killed today, Dooku.

We'll take him together.

- I'm taking him now!
- No, Anakin! No!

As you see, my Jedi powers
are far beyond yours.

Now... back down.

I don't think so.

Master Kenobi, you disappoint me.

Yoda holds you in such high esteem.

Surely you can do better.

Are you all right?


We'd better get back
to the forward command centre.


Gather what troops you can.
We've got to get to that hangar.

Get a transport. Hurry!

Right away.

Brave of you, boy.

But I would have thought
you had learned your lesson.

I am a slow learner.

Master Yoda.

Count Dooku.

You have interfered with our affairs
for the last time.

Powerful you have become, Dooku.

The dark side I sense in you.

I've become more powerful
than any Jedi.

Even you.

Much to learn you still have.

It is obvious that this contest
cannot be decided...

by our knowledge of the Force...

but by our skills with a lightsabre.

Fought well you have,
my old Padawan.

This is just the beginning.

The Force is with us, Master Sidious.

Welcome home, Lord Tyranus.

You have done well.

I have good news for you, my lord.

- The war has begun.
- Excellent.

Everything is going as planned.

Do you believe what Count Dooku said
about Sidious controlling the senate?

It doesn't feel right.

Joined the dark side Dooku has.

Lies, deceit...

creating mistrust are his ways now.


I feel we should keep
a closer eye on the senate.

I agree.

Where is your apprentice?

On his way to Naboo,
escorting Senator Amidala home.

I have to admit that without the clones,
it would not have been a victory.


Victory, you say?

Master Obi-Wan, not victory.

The shroud of the dark side has fallen.

Begun the Clone War has.