A lush, peaceful, green and blue world. In a sterile palace in Theed, princess Amidala is being instructed by one of her retainers, a shiny protocol droid named C-3PO, who is boring her to tears. She could use some excitement.
Cut to a thrilling pod race on the desert world of Tatooine involving young Anakin Skywalker, who is one in Jabba the Hutt’s vast menagerie of slaves. He works in the pod racing pits and is privileged to race for Jabba’s pleasure as an underdog who always loses, helping Jabba to fix the odds. Anakin loses the race to his chief rival, Sebulba, but narrowly enough that Jabba is mildly displeased with the near upset. Anakin is rewarded for his efforts with a stint in Jabba’s hellish droid foundry, where the sadistic EV-9D9 assures him that he will never be favored enough to work in his master’s main audience chamber.
Meanwhile, there is turmoil in the galaxy as extremists in a number of star systems that feel ignored and disenfranchised by the lumbering bureaucracy of the Republic threaten to unite and invade the core worlds to force their voices to be heard. The Senate doesn’t take the threat seriously because the would-be separatists are known to lack the military resources they’d need to accomplish such a thing. Senator Palpatine of Naboo, on the other hand, vocally calls for immediate action and warns that dire consequences might result should the Republic tarry. He knows this of course because the corrupt senator is instigating the uprising himself as Darth Sidious, enticing Grievous to his cause with the promise of the two things that he wants – an army to lead, and life long enough to see his vengeance through. (Sidious has the resources to provide Grievous with cybernetic replacements as his body parts succumb to his disease one by one.) Palpatine’s cover is especially good because no one would suspect him of arranging an invasion of his own planet.
Two Jedi knights, Qui-Gon Jinn and Obi-Wan Kenobi, have been sent here, apparently to inspect Jabba’s operation and make sure everything is up to code, although the real reason is that a Jedi spy has important information for them. (Learning of their arrival, Jabba commands his slaves to appear happy and well fed and asks EV-9D9 to maybe stop blatantly torturing droids to death for a few days.) It’s Obi-Wan’s first real foray into the slimy criminal underworld on a hillbilly planet like Tatooine, and, accustomed to the serenity of the Jedi Academy, he is taken aback by it all.
Informed by spies of his own and sensing through the force that the Jedi are on to something bigger than even they know on Tatooine, Sidious has meanwhile dispatched Darth Maul to sabotage their mission. He instructs Maul to keep them on the planet and keep them from communicating with the Jedi Counsel, but not to kill them, as murdered Jedi would only gather more attention where he doesn’t want it. Frustrated but obedient, Maul agrees. He tracks down the Jedi on Tatooine, and, sneaking onto their ship after they disembark, he damages the communications equipment and hyperdrive. Then he kills the small crew. Sidious didn’t say he couldn’t murder the pilots.
After engaging in a charade of diplomacy with Jabba, the Jedi locate the spy, none other than Sebulba. Obi-Wan is slightly disgusted that such a smarmy jerk could possibly be a Jedi, but Qui-Gon has a more sympathetic view. In a secret meeting with him they learn that Jabba is bankrolling a large construction project for droids, supposedly a new line of protocol droids, but Sebulba has reason to believe the truth is far more sinister. He believes Jabba and other sources are underwriting vast amounts of military construction, enough to outfit an army.
Returning to deliver the message, the Jedi find their ship crippled and crew dead in an apparent robbery attempt (although they suspect something worse) and are forced to entreat Jabba for help since he’s the only person on Tatooine well connected enough to have the exotic equipment necessary to fix their rare Jedi spaceship. Jabba simply oh-ho-ho’s in their faces – no money, no parts. He instead “invites” them to stay in his palace as quasi-prisoners.
On their way to meet with Sebulba again to investigate and plan, they pass by Anakin, who is hard at work scavenging droid parts (he’s building a useful, reliable companion that can help himself and his mother with all sorts of slave duties, a droid whose designation will be R2-D2) and Qui-Gon senses the force in him. They meet with Sebulba, who admits knowing of Anakin but who said nothing of him because in his paranoid existence Anakin represented little more than a threat to his delicate, intricately maintained cover. The Jedi, being Jedi, have little money to repair their ship or charter another. Sebulba doesn’t either, since most of his winnings go to hoarding just-in-case weapons, paying sources, and the requisite drugs and floosies to maintain his image. But there’s a big race coming up and he’ll certainly win, so they should simply bet all they have on him. Qui-Gon accepts that they will be delayed, and agrees that this is the most sensible course of action.
Afterwards they make a point to meet Anakin, although they don’t visit his comfortably appointed two storey dwelling and eat at his mom’s spacious table because, being SLAVES, he and his mom live in a dank hole in the ground and don’t have enough food for themselves, let alone guests. Obi-Wan is skeptical at first, but upon learning of his plight and sensing his strong connection to the force he is quickly won over. Qui-Gon promises they will return to free him as soon as communications are back up and he they can secure enough credits from the Council to free him and his mother. Anakin is understandably skeptical of them, but Obi-Wan reassures him – he’s already eager to begin training the boy. Afterward Qui-Gon admonishes Obi-Wan that he shouldn’t get the boy’s hopes up about becoming a Jedi – they will free him, but it’s up to the Jedi Council to evaluate whether he should be trained. Obi-Wan is unfazed – surely the council would not turn away one so strong in the force.
This meeting does not go unnoticed by Maul.
Amidala is suddenly spirited away from another of 3PO’s lessons by guards who won’t tell her what’s going on, but it isn’t long before it becomes perfectly clear. Grevious’s new droid army is invading the idyllic, nearly defenseless planet and totally wrecking the place, bombarding the surface from space and then sending down battledroids to secure what’s left of the capitol. Knowing no pain or fear, these droids they can sustain several direct hits from a blaster, or even have arms or legs blown off and yet continue to fight. Worse yet, the prototypes are somewhat twitchy, and tend to shoot at everything that moves regardless of whether it’s a combatant or a civilian. Naboo’s volunteer defense forces are soon in full retreat. Various guards and officials try to get Amidala to safety, but there really isn’t any safe place. A flustered 3PO shuffles along, unwilling to leave her even after the guards use him as a decoy to draw the droid’s fire and he survives by pure luck. As her would be protectors are killed off one by one, she has to use wits she didn’t know she had to survive. As the rest of the royal family is killed off, she finds herself quickly promoted to Queen of a planet on the verge of collapse. Terrified junior officers now in charge of her scattered forces beg her for orders. She’s just a kid.
The only bright spot, as 3PO offhandedly points out, is that the invaders haven’t yet bothered to destroy their holonet relays. Realizing that they still have a chance to cry for help, Amidala staves off an emotional breakdown and leads a small band in a daring sortie to wherever they keep their interstellar communications stuff, using 3PO’s encyclopedic knowledge of the city to find the best route. Once there she personally sends a desperate message to the Republic.
Senator Palpatine receives the distress call with a well played mix of shock and outrage, promising his queen that help is on the way. He then dons the hooded cloak of Sidious and takes a call from Grevious, reporting on the terrific progress of the invasion. Sidious cackles his pleasure and ends the transmission. Grevious has done well in following his orders not to destroy the planet’s communications, which have now given him what he needs to call for retaliation and an escalation of the situation.
Interrupting a boring senate debate about the taxation of trade routes, Palpatine states that what he feared has come to pass, and on his own world no less. He replays the message conveying the dire straits of Naboo and calls for immediate action. The lumbering Senate, aroused to a state of mild alarm, coordinates with the Jedi Council to appoint Jedi Master Dooku to help, leading a small Republic peace keeping force to quell the invasion. Dooku, who holds bitter memories of mishandled and ultimately disastrous battles past, independently echoes a warning issued by Palpatine, fearing that the outnumbered force will not be enough and will lead to a disaster, but he ultimately submits to the will of the Senate and Council that he take this mission. Since the Republic does not have a standing army, they don’t have much choice in the matter. Before leaving, Dooku suggests to a muttering Senate that perhaps the Republic should have an army. Palpatine watches the old Jedi with interest.
The day of the race approaches. Obi-Wan is restless and spends more time with Anakin, showing off his lightsaber and some Jedi tricks (something he knows Qui-Gon would disapprove of) while Qui-Gon takes the opportunity to focus on his force meditations. We learn that this is a field of serious study for Qui-Gon, and he believes he may be on the verge of discovering a way to meld one’s essence fully to the force, granting a kind of immortality and, more importantly, the kind of enlightenment that could only come from complete unity with the force. Of course, the creation of such unity would require relinquishing one’s physical body…
Maul communicates with Sidious, and asks that since the invasion is now underway and no one will notice events on Tatooine, can’t he go ahead and start killing the Jedi? Sidious gives his permission.
Maul stalks Sebulba, attacking when he’s alone. Qui-Gon senses what’s about to happen, but too late to reach him in time. Ever vigilant, Sebulba is not caught unawares and puts up a good fight, but he doesn’t get to use his lightsaber(s) very often, and his skills are perhaps a little rusty. Maul also foils Sebulba’s other weapons/traps and kills him. He steals away, setting off one of Sebulba’s own thermal detonators to destroy the evidence.
The Jedi now know that someone wants to kill them, but they don’t know who and with Sebulba dead they also don’t have an obvious means of obtaining the funds they need to fix their ship. Qui-Gon wants to try to sneak away to the nearest port and use what they’ve got to charter passage off-world, or at least send a message. But Obi-wan is by now convinced that Anakin is special, probably even the Chosen One, and he’s unwilling to leave him behind. Sure that he’ll be proven right, he gets an audience with Jabba, and makes a special bet – all of their money on Anakin to win the race, with the prize being Anakin and the necessary repairs. In exchange, he offers Jabba their ship and themselves as personal Jedi servants should Anakin lose. Qui-Gon is of course greatly displeased by this behavior, but the bet is already made.
Toying with them, Maul engineers potentially fatal accidents on the racing course and, soon before the race, subtly sabotages Anakin’s pod so that it will fail catastrophically during the race, just to be sure.
The race begins after a moment of silence for the former favorite, Sebulba. The treacherous terrain and Maul’s machinations combine to start taking out other racers as well. It’s a lot like in the movie, but minus the silly two-headed announcer. Anakin finds himself fighting the traps, the skullduggery of other racers, and his own failing pod, as if the course itself isn’t deadly enough. Yet he wins through a combination of his preternatural skills and by instinctively calling on the force to hold his damaged pod together long enough to cross the finish line. Obi-Wan is vindicated, now convinced he’s found the Chosen One, and even Qui-Gon can’t deny the possibility.
With most of his pod racers either dead or wounded, Jabba is very unhappy about loosing Anakin, and contemplates just throwing the Jedi in the Sarlac pit and pretending he never saw them, but upon assurances that murdering two Jedi knights would bring more Republic and Jedi involvement and cause a big headache for him, he decides to uphold his end of the bargain.
Master Dooku manages to surprise Grievous’s army with his small but efficient force. He makes quick progress and comes close to linking up with Amidala’s remnant, but the lightly armored Republic troops are vastly outgunned by the durable and homicidal battledroids, and his troops begin to loose ground as soon as the element of surprise wears off and they soon face annihilation themselves.
Fearing attack, the Jedi hole up in their ship with Anakin as he and the newly minted R2 speed along repairs. Maul watches and waits for his moment. Also impressed by Anakin’s abilities, he’s not content to simply bomb the ship – he now wants to recruit Anakin to the dark side first. With repairs nearly complete, Anakin becomes anxious to go say goodbye to his mom (since she’s still a slave she can’t come visit him.) They have R2 to send recorded holographic messages between them, but it isn’t enough. He wants to go in person, but the Jedi insist that it’s simply too dangerous. So Anakin sneaks out, sealing them in separate compartments of the ship so they don’t stop him.
Maul now makes his move, cornering Anakin in a dark corridor, and enticing him with the power to kill Jabba and his cronies and free his mother once he becomes a powerful Sith. Anakin is tempted, but realizes that Maul is the one who killed Sebulba and tried to kill him. Maul spins this into a positive, citing it as evidence that the Dark Side offers greater power than the Jedi, and fewer restrictions on its use. He presses Anakin for a decision, but before he answers they are interrupted by Qui-Gon, having used the force to escape the ship. They engage in a fierce skirmish similar in style to the Tatooine fight in PM, with Maul only revealing one half of his light-staff and Qui-Gon making a fighting retreat toward the ship. Obi-Wan escapes with R2’s help after convincing him that Anakin is in danger. He arrives to help, but Qui-Gon orders him to take Anakin to the ship and get it ready to take off. Maul and Obi-Wan briefly size each other up, but don’t yet get to fight. Qui-Gon is slightly outmatched by Maul’s lightsaber prowess, but his greater control of the force allows him to escape with minor injury.
As they leave Tatooine behind, the Jedi are shocked to finally be brought up to speed on galactic news. Anakin is more saddened by the fact that he meant to leave R2 behind to help his mom, but R2 was still onboard when they took off, and with Maul and current events, going back isn’t an option. At least he has R2’s recordings of his mom. The Jedi, meanwhile, have been asked to head to Naboo. At Palpatine’s urging, the Council has dispatched all available Jedi to Naboo in a desperate attempt to shore up Dooku’s forces and turn the tide of the invasion. Qui-Gon and Obi-Wan are in the neighborhood, and just in time to join the others. The presence of Anakin on the ship complicates things, but ultimately they decide to take the risk and join the fight.
Their consular ship has no weapons, so they need some amazing piloting to get past the droid blockade. Anakin is able to help them with that.
They land in the ravaged capitol city. Bidding Anakin to remain behind in the relative safety of the ship, they join dozens of other Jedi (the one’s who weren’t blasted in space by the blockade) in a guerilla war through the streets and stately domed buildings and spires of Theed. They work in small mobile teams, using their varied lightsabers and force talents to decimate the droids, and finally the tide begins to turn. Yet they are so vastly outnumbered that it remains an uphill and uncertain battle. Realizing that a military victory is unlikely at this point, Dooku musters the Jedi and Republic forces with a plan to challenge Greivous’s army in open battle as a distraction while a smaller team cuts through to where Amidala is pinned down, rescues her and gets her safely off world to set up a government in exile. Dooku chooses his former apprentice, Qui-Gon, to lead the strike team. It begins at nightfall.
Qui-Gon, Obi-wan and some others fight their way to Amidala while Dooku makes a bold attack in a large open plaza in Theed. The Jedi lightsabers glow brightly in the dark, while the menacing, beady eyes of the battle droids smolder dimly. Qui-Gon’s group meets up with Amidala, and they try to contact Anakin to have him fly the ship to a closer location so they can make their getaway. But Anakin doesn’t answer, having left the ship to join the fun. They encounter some resistance from tenacious battle droids who haven’t been pulled away to the big battle and, worse yet, Maul has followed them to the planet and now attacks, picking off Jedi and other defenders with double-bladed lightsaber awesomeness as they battle through the darkened streets. Amidala would like to take a shot at him, but observes that those who try get the shot reflected right back at them, so she and her men concentrate on fighting the battledroids, leaving the Jedi to deal with Maul. 3PO, still sticking with his queen, shuffles around yelling “Oh no!” a lot. The group is forced into a dead end by Maul and the battle droids. Obi-Wan and Qui-Gon fight Maul together as in Phantom Menace, but Obi-Wan is intimidated by Maul and not in top form, and Qui-Gon is mortally wounded.
In the Republic/battle droid battle royal, Grievous proves himself a formidable warrior and he and Dooku fight to a draw with Dooku seeming to gain an edge before Grievous informs him that although he may think his ploy has worked and Amidala is on the verge of escape, it is he who has been fooled into putting all of his forces into the same city as Amidala, forming one big target. He hops into a small ship to escape and, leaving his forces to keep the Jedi busy, orders his blockade ships to turn all their weapons on the city and glass it from orbit, taking Amidala, the Jedi, and his own forces with it. (Hey, we can always build more kill-bots.)
Some other defenders distract Maul for a moment while Obi-Wan tends to his master. Qui-Gon warns Obi-Wan not to give into anger, that he cannot defeat the Sith by becoming one. Then, to Obi-Wan’s shock, Qui-Gon’s body disappears as he dies.
Immediately forgetting his master’s admonition, Obi-Wan viciously attacks Maul as Grievous’s bombardment begins to destroy the city around them. Sloppy with grief, fear and anger, Maul defeats and disarms him, mocking his pain as he leaves the Jedi helpless, pinned under rubble. He corners Amidala, planning to kill her first to let Obi-Wan witness his failure before dying, but Anakin shows up, having found his way to the party. Maul pauses as Anakin cries out and he explains to Anakin that the Jedi are weak and have failed, the girl must die, and he, Anakin, must come with him. Instantly smitten with the sight of her, Anakin stubbornly places himself between Maul and Amidala. Maul tells him to move or die, and is about to strike when Anakin again instinctively uses the force and pushes him away. The momentary distraction gives Obi-Wan enough time to calm his mind and levitate the rubble, get back on his feet, and grab a lightsaber. Obi-Wan tells the others to get to the ship, and they flee, Anakin taking a lightsaber from one of the fallen Jedi as he goes.
The Jedi and Sith fight, pitting Maul’s mounting rage against Obi-Wan’s deep determination. No longer intimidated by Maul, who he has just seen thrown aside by a force-sensitive teenager with no training, and this time remembering his own training and relying on the force, Obi-Wan sustains the precision and grace necessary to foil Maul’s brutality, even as the continuing bombardment threatens to destroy them both. When Maul’s rampaging style inevitably causes him to misstep, the battle is over in an instant as Obi-Wan kills Maul and then runs to find the others.
Dooku’s battle turns into a rout as he tries to get his forces out of the city even as the battledroids are pressing them from all sides and death is raining from the sky.
Anakin leads Amidala, 3PO, and any other survivors toward the ship. Dodging explosions, He and Amidala help each other clear the way of battle droids, she with a blaster and he with perhaps comically novice lightsaber and force skills. He suggests leaving 3PO behind, but Amidala insists that he represents an important archive of Naboo history and culture that must be saved, and he’s a faithful servant no less. They reach the ship and, spotting Obi-Wan, pick him up before departing. With every citizen who can find a ship fleeing the city in every direction, there are enough targets that some are able to escape, including Obi-Wan, piloting with Anakin’s help. They curve around the planet to escape the droid ships’ line of sight and see a new day dawn on this apparently peaceful side of Naboo before jetting into hyperspace.
Safe on Coruscant, they learn that Dooku and a paltry few of the other Jedi were able to escape the carnage. Some point to the fact that Grievous’s forces were largely destroyed in the battle and he is now essentially stuck on Naboo with no chance to expand his reach in the near future. Also, with Amidala safe a sliver of legitimate Nabooan government can still operate, if in exile. But the battle is still considered a tragic debacle, and the embarrassed Senate scrambles to align themselves with Palpatine. The Jedi Order is grieved to have lost dozens of Knights, Masters, and Padawans, and to learn of the reemergence of the Sith. Dooku in particular is soured by what he sees as a wasteful loss of good people, and he has a lot of bitter I-told-you-so’s for both the Council and the Senate.
Amidala is grateful to Anakin for his help, and although she’s bereaved over the loss of her family and planet, she’s determined to see her people freed.
The Jedi Council examines Anakin, seeing him as an omen of uncertain portent. Obi-Wan advocates strongly for him, and ultimately the Council agrees that it’s better to train him than to leave him to his own devices, and possibly those of the Sith. Having proven himself in battle and having already formed a bond with him, Obi-Wan is allowed to become his master, and Anakin is inducted as a Padawan in the Jedi Order. (Anakin is also relieved to learn that the Order, being a decent organization that takes care of its own, will send an agent to deal with Jabba, buy his mother and set her free, after which she’ll be able to live comfortably on a stipend from the Order. He will not, however, be allowed to visit her during his training.)
Sidious meets with Grievous (by now sporting a cybernetic arm or leg) via hologram. He is disappointed in Grievous’s failure to kill Amidala and all of the Jedi, and deeply troubled by Maul’s recent lack of contact, but he bids Grievous to remain on Naboo and have patience (patience is asking too much for Grievous, but he will follow orders.) After all, his plans have only just begun.