PLEASE NOTE: In 2012, the Youtube user, Belated Media, put up a video with the basic concept that he was a story producer when George Lucas was writing the Star Wars Prequels and that he reworked when George had in a way that was more streamline, maintained the integrity of the Original Trilogy, and left fewer plot holes. I saw this video a few years ago and loved the concept, but I just couldn't get it out of my head. What WOULD a Star Wars like that look like? Specifically? Since I'm not a director, I decided I would attempt to novelize what the Star Wars Prequels COULD HAVE BEEN, based on the ideas presented by Belated Media. The original video can still be found on Youtube under Belated Media's channel and while I do deviate a bit from some of the concepts presented (he goes on to do Episode 2 and 3 in later videos and makes a few tweaks that aren't mentioned in the first video) much of the ideas and concepts presented belong originally to him. Thank you to Belated Media for providing the idea, and thank you to the readers for taking the time to explore these concepts with me. Cheers,

-Katerinaki

Part 2:

The next morning saw Obi-Wan tired, but determined to do his duty and see these talks through successfully. The Jedi met with Padmé, Bail, and Captain Panaka, who was now in command of palace security.

"We thought it would be best to have Jedi stationed outside the conference room and around the perimeter grounds of the palace," Panaka explained, pointing out the positions on a holo-map.

Obi-Wan nodded. "We have enough to station everyone in pairs. Have there been any threats?"

"Some," Panaka admitted, "but we've thoroughly investigated each and have found them groundless. I fully expect everything will go smoothly." He glanced at Padmé and Bail. "Well, security-wise at least."

"Leave the politicians to us," Padmé assured them.

"Gladly," Anakin replied, grinning.

Panaka's comm signaled.

"Panaka."

"The Separatist delegation has arrived," the voice crackled through the commlink.

"We'll be right there."

"Show time," Padmé said. She adjusted her Senatorial robes and she and her brother swept out to meet the opposing party.

"We'll take a perimeter patrol," Obi-Wan said. "Master Unduli and Barriss will take the conference room. Master Vos and Aayla, interior perimeter."

The Jedi teams nodded and separated.

"Shouldn't we be in the conference room?" Anakin asked as they took up their patrol route of the perimeter grounds. "Padmé—"

"The mere fact that you refer to the Senator of Alderaan by her personal name illustrates why we should be stationed farthest from the conference room," Obi-Wan replied.

Anakin didn't understand, though.

"But she told me to," Anakin protested.

"When?"

"On the palace tour, when I tried to call her 'Senator Organa' last night." Anakin absently rubbed his shoulder where Padmé had punched him and grinned. She was intimidating and assertive, but Anakin liked how she spoke passionately about her home. And she was beautiful.

"Padmé showed Owen and I this whole room with a pool, just for swimming! Owen tried to take a drink."

"He's lucky he didn't get sick," Obi-Wan commented. He tried to keep his senses wide as they walked. He didn't like the small, niggling feeling he had in the pit of his stomach since he'd woken this morning. Right now, it was hard to determine whether the feeling was a result of some unforeseen threat, or his own personal demons.

"I just can't believe the size of everything! And they have anything you could imagine here. I wouldn't mind staying forever, I think. I can't imagine why Padmé would ever leave."

"Anakin, perhaps we should just focus on the task at hand."

Anakin looked around the quiet grounds with the sun shining on the manicured lawns.

"Everything looks fine, Master. And did you know that all these flowers are from all across Alderaan? Padmé says they're meant to represent the noble houses."

Obi-Wan tried to block out Anakin's irritating chatter. He had a growing bad feeling about all of this.

Padmé stood with the other Senators as Bail led the Separatist delegation into the hall for the negotiations, as was his duty as a host. Immediatley, she spotted the leader of the Separatists, Count Dooku. The tail, white-haired man was one of the originators of the Separatist movement. At his right stood Nute Gunray, Viceroy of the Trade Federation. Padmé had to quash her growing anger at his presence, here in the palace he had almost destroyed years before. After his invasion of her homeworld, Padmé had been so sure Nute Gunray would've been charged with war crimes. But she'd underestimated how many friends the Neimoidian had in the Senate and the courts. He'd been required to pay damages and reparation to the people of Alderaan, but had remained head of the Trade Federation. And now he stood, bold as brass, trying to bring down the very democracy that had protected him. It was the Trade Federation's influence that had brought so many other systems to the Separatist movement.

"Senator Organa," Count Dooku greeted her, inclining his head in respect.

"Count Dooku, thank you for coming. It is our intentions that together, we might come to an understanding between our two differing ideologies."

"A noble goal," Dooku replied. "But I'm afraid it will be quite impossible. I request to speak to the Jedi alone."

Meanwhile, in the private hangar of House Organa, a ship came to land in the palace. The palace traffic controllers had received no notification of a ship, nor had the ship declared its identification. In fact, the ship had said absolutely nothing over the comm and the controllers exchanged a wary glance as they once more tried to make contact with the unknown ship.

"Unknown craft, this is Aldera Palace Control. You are required to identify yourself immediately. This is a restricted hangar."

Static came through the line.

"Try again."

"Unknown craft, identify yourself immediately or you will be boarded."

But still, there was only static.

"Alert Commander Panaka."

Padmé was shocked by Dooku's request, and by his complete lack of diplomatic tact. But she recovered as a seasoned Senator would.

"I think there has been a misunderstanding. The Jedi are not here to conduct the negotiations. They are only here to provide added protection, to supplement Alderaan's guard."

The delegate from the Techno Union broke ranks.

"Protection! What sort of protection would you need? It's we who should have protection!"

"You need protection?" the Senator from Malastare spat. "We were attacked by your ships on our way to this very meeting!"

"And there have been numerous assassinations attempts," the Querian Senator added, his head bobbing agitatedly.

"That is impossible," Nute Gunray declared. "There are no Separatist forces in the Core. And what of the Republic ships that attacked us? What of this new Republic Army?"

Only Count Dooku and Padmé remained collected as the conference hall dissolved into half a dozen shouting matches. Acusations would solve nothing, but more worrying were the reports of Republic ships attacking Separatists. The Jedi were the Republic's primary fighting force. The army had yet to be built. The Jedi would not attack a diplomatic vessel. It went against their very Code.

Something more was at work and as Padmé met the eyes of Count Dooku, she knew he'd come to the same conclusion and seemed…afraid?

Out on the palace grounds, Anakin was still chattering on, but now Obi-Wan knew the feeling he had was not because of the nightmares, but because of some very real threat.

"Anakin, focus. Do you sense it?"

At Obi-Wan's command, Anakin abruptly stopped talking and cast his senses out to the Force. His eyes widened just as a crackle came over the comm.

"…unknown…evacuate Sena—"

It was cut off as a huge explosion ripped through the palace. Obi-Wan saw the fiery column from the opposite side of the palace. Both Jedi had their lightsabers drawn and were racing towards the conference hall. The palace was chaos as guards hurried in every direction, trying to secure the palace. The two Jedi dodged the stream of traffic, arriving at the conference hall as a figure stumbled out, the blast doors closing behind it. Drawing on the Force, Obi-Wan sweeps the cloud of dust away, revealing the familiar figure of Count Dooku.

"Stop!" Obi-Wan declared, but Dooku took off and without thinking, Obi-Wan gave chase, leaving Anakin at the doors of the conference hall. He could feel the hurt and terror of those beyond, but with the heavy blast doors in place, there is little he can do.

"Anakin!"

He turned to see Owen skid around the corner, blaster fire hot on his heels. Owen dove behind a column as Anakin deflected the short back at the battle droids that had just marched around the corner.

"I found the intruders!" Owen called as he ducked around to take a few shots before diving back behind the pillar to avoid the returning fire.

Anakin was bout to respond when he felt something in the Force he hadn't in ten years. Much more attuned to the Force, he was nearly brought to his knees by the sheer malevolence of the creature that stalked around the corner like a starving sand-panther. Anakin had heard Obi-Wan describe the Sith he'd fought before, but for the first time Anakin truly understood what Obi-Wan had meant, describing the sheer, crushing presence. He wished he hadn't.

The Sith spotted Anakin and sneer at him. He ignited his dual-bladed red lightsaber and, to Anakin's horror, began cutting his way through the wall, into the conference hall. Anakin could do nothing as he was preoccupied by the large battle droid force accompanying the Sith. It was all he could do to keep up as he cut down droid after droid and tried to deflect their fire from Owen.

It was Owen who made all the difference. He wasn't the best shot, but somehow he seemed to find control panels or heads until the two of them had steadily destroyed them all. The Sith just broke through the wall as the last droid fell.

"Go get help," Anakin told Owen. "This isn't your fight."

Owen took one look as the enraged Sith as he faced Anakin, spinning his saberstaff menacingly.

"Yeah, you're right," Owen agreed.

"You should save yourself too, while you still can," the Sith hissed.

"I'm not going to let you hurt anyone," Anakin declared.

"You're too late for that, little Jedi!"

They lunged and Anakin stumbled as their blades clashed. The Sith was so fast, and he was a far better swordsman than Anakin. He knew it too, as he dodged Anakin's desperate blows, thrown in between frantic parries.

"Is this the best the Jedi have to offer?" the Sith taunted. He didn't even attack as Anakin lost his footing on the rubble. Anakin felt very much like the prey, trapped by the far superior predator. He'd not felt so helpless since his days as Watto's slave.

"Where is your master, little apprentice?"

"I'm my own master," Anakin retorted, feinting, but the Sith didn't even flinch. He looked bored as they faced off again.

"You are chained, just like all the Jedi. You have anger, but you will not use it and you can never gain true power until you embrace your anger. You will never break your chains!"

With a lightning strike, the Sith knocked Anakin's lightsaber aside and the second blade took off his hand. Anakin crumbled in pain and shock as he held the stump where his hand had been. He shook as the Sith stood over him, red lightsaber inches from Anakin's throat where the scars from his obedience collar remained.

"I will set you free, slave," he growled. He raised his blade to strike, but the strike was blocked by a blue blade as Obi-Wan stood over his fallen padawan.

"Kenobi," the Sith purred with relish. "We meet again at last."

"Yes, it will be the last," Obi-Wan replied, knocking away the Sith's blade. The two squared off, pacing a circle, testing the other. Anakin had never seen his master like this. He can see the fury in Obi-Wan's face, can feel his hatred through their bond. Obi-Wan had never been farther from the calm, collected Jedi knight he was meant to be than he was now.

"You've failed again, Kenobi," the Sith gloated, gesturing around him at the rubble and carnage. Senators and Separatists alike were scattered everywhere and Obi-Wan's own padawan lay barely conscious and maimed.

"I will kill you. I will have justice," Obi-Wan promised.

"Justice? Or vengeance!"

They clashed, the two a whirlwind of red and blue light. It was said that Obi-Wan was one of the best lightsaber practitioners in the Temple. Now, as he faced his master's murderer, he lived up to that title. The two flipped and spun, combining lightsaber strikes seamlessly with kicks and Force techniques. Through Anakin's pain-filled haze, he barely registered that his teacher was more than holding his own against the Sith. Obi-Wan was winning! The Sith realized it too, and Obi-Wan saw just a brief moment of fear. He reveled in it and struck harder, driving him back. So consumed in the fight, he didn't notice the Force's warning until it was too late.

The wall to their side exploded and Obi-Wan was flung off his feet and away from the Sith by the blast. Soldiers in white plastoid armor stormed in through the hole they created, making quick work of the few battle droids that remained. In the confusion, Obi-Wan stumbled to his feet, looking desperately for the Sith. But he was gone.

"Perimeter secured," one of the soldiers declared. Obi-Wan deactivated his lightsaber as the soldier looked pointedly his way. He hurried to where Anakin lay, just on the edge of consciousness. Obi-Wan's stomach dropped as he saw the burnt stump of Anakin's saber hand.

"Anakin," Obi-Wan called, trying to rouse his injured apprentice.

"Obi-Wan?" Anakin slurred, blinking groggily. "I'm sorry. I tried to beat him."

"Rest, Anakin," Obi-Wan urged, adding a light Force suggestion. "You're going to be alright."

"Okay," Anakin agreed sleepily. Obi-Wan stepped back and let the medics hoist Anakin onto a stretcher and take him away. The guilt he'd been feeling since they'd arrived on Alderaan returned tenfold. The Sith had been right. Obi-Wan had failed again. First his Master, and now his apprentice.

"Attention!" one of the soldiers ordered, and they all snapped to, freezing where they stood. Obi-Wan understood why when he saw Chancellor Palpatine enter, picking his way through the rubble. Padmé, limping and with a bloodied gash on her forehead, still managed to meet him.

"Chancellor, thank you for your help," she said, though her voice was gruff and Obi-Wan could tell by her stiff posture she didn't mean any of it.

The Chancellor looked around in a great show of sadness. "I had feared something such as this would happen. If I had not acted to mobilize the clone army quickly, I fear this would've been an even greater tragedy."

"With respect, Chancellor," Padmé replied, "I do not believe this attack was perpetrated by the Separatist party. Moment before, it was revealed that both parties had been ambushed en route. It's possible there is another party at work here."

A few of the bedraggled Senators echoed Padmé sentiments, but one of the clone generals stepped forward.

"Your Highness, we have solid intelligence that this attack was perpetrated by Count Dooku, who has escaped."

"What intelligence?" Padmé demanded.

"It is clear that Dooku and the Sith Obi-Wan encountered ten years ago, and today, are in league," Palpatine replied. "After all, Dooku was once a Jedi who turned away from the Order, was he not?"

All eyes turned on Obi-Wan who replied tersely. "He was. But he left the Order years ago. And merely leaving the Order does not make one a Sith lord."

"He trained your own master and then left, never to be heard from until years later when he became the driving voice of the dissenting Separatist movement. And where is he now? He's fled with his accomplice."

It was true, Dooku had fled. Obi-Wan had given chase and followed him to a private hangar where a craft waited. It was only Obi-Wan's quick thinking that enabled him to attach a homing device to the hull of Dooku's ship. But, as one-by-one the Senators were swayed by Palpatine's words, Obi-Wan decided to keep the knowledge of the tracking beacon to himself. Something did not feel right, and if any of what Palpatine said was true, then Dooku was the key.

Anakin awoke in a light, airy room, lying on a bed. He recognized some sort of med bay as nurses and healers bustled past him. His head ached, but the shock did not set in until he tried to sit up and nearly fell out of his bed. His arm was gone, Anakin realized. All that remained was half a stump with a cap just below the elbow. That he swore he could still feel his hand, even though he could clearly see it missing, only sent him into greater panic as his throat closed and he struggled to draw breath.

"Whoa, easy, Anakin."

Padmé's soothing voice helped as she appeared at his bedside, coaxing him to relax.

"Breathe, that's it, good," she said as Anakin took in a ragged breath.

"My arm is gone!" Anakin choked out through breaths.

"I know. The doctors tried to keep as much as they could, but there was a lot of damage from the blade."

"I…can't be a Jedi anymore."

"Of course you can!" Padmé insisted. "You can use a prosthetic. There will probably be some re-learning, but the doctors don't see any reason why you can't make a full recovery."

Her reassurances helped to soothe Anakin's fears as he settled once more.

"Where is Obi-Wan?" he asked, surprised not to see his teacher.

"Master Yoda arrived with the clone forces and requested to speak with him. He left about an hour ago."

"Oh," Anakin replied. It hurt that his teacher and best friend was not there, but Anakin had to remind himself that he was obliged to seek Master Yoda.

"He asked that I look after you until he can return," Padmé said quietly. "I think…he feels guilty, about your injury."

"Guilty? But this wasn't his fault! I wasn't strong enough."

But Padmé shook her head. "Losing Qui-Gon changed Obi-Wan. I can't imagine what he's going through, being here again."

Anakin couldn't either, but at least he had some explanation for his teacher's odd behavior. Obi-Wan had been quiet and withdrawn since they'd arrived.

"I should go find him," Anakin declared.

"No, you should rest," Padmé told him firmly. "Obi-Wan will return once he is finished and then maybe the two of us can talk some sense through his thick skull."

"I doubt it," Anakin replied. "Obi-Wan's head can be thicker than a bantha's backside."

He suddenly seemed to realize what he'd just said to a Senator and Princess, but Padmé laughed and Anakin relaxed, joining her.

Deep in the bowels of the Royal Palace, Obi-Wan sat opposite the Jedi Order's wisest master. Master Yoda was not much to look at, not even as tall as Obi-Wan's waist. Every new initiate to the Jedi Order made the mistake of underestimating Master Yoda. But they soon realize their mistake, as Obi-Wan had, often with a few bumps to accompany the lesson.

When the dust had cleared and the victims of the Sith attack had been tended to, Master Yoda had requested Obi-Wan join him in the private room of the family's wing. He'd been reluctant to leave Anakin still unconscious in the makeshift medical bay that had been arranged in the palace ballroom, but Padmé had been there and assured him she would look after Anakin and explain if he woke before Obi-Wan returned.

Upon arriving, Master Yoda had been deep in meditation. Obi-Wan sat and waited patiently, and as time passed, even tried to join him. But his mind would simply not focus. There was too much to think on, too many unanswered questions.

"Conflicted, you are, Master Obi-Wan."

Obi-Wan shifted a bit, not expecting Master Yoda to suddenly address him.

"Yes, Master," Obi-Wan agreed. "I request to go after the Sith and Count Dooku. I want to bring them to just—ow!" Obi-Wan rubbed his knee where Master Yoda had wacked him with his walking stick.

"Against the Jedi Code, it is, to lie!" Yoda scolded as if Obi-Wan was an initiate again, caught fighting with the other students.

"Denied, your request is. Anger you feel. Vengeance you seek. Cloud your judgment, it does."

Obi-Wan sighed heavily, feeling very much like that initiate again. "I'm sorry, Master."

"When the Dark side we face, difficult it becomes to see the way. Careful you must be, Obi-Wan, or from the Path, you will wander."

"But someone must go after Dooku, surely," Obi-Wan insisted. "If what the Chancellor said was true…"

"Turned away from the Jedi Order, Dooku did, but not from the Path. A Sith, he is not."

"But how can you be sure?"

Yoda did not answer, though, sighing and closing his eyes once more to return to meditation. But Obi-Wan wasn't done yet He needed counsel. He needed to make sense of all the things he felt, the images he saw every time he closed his eyes, and how it all fit with the Sith attack. Obi-Wan was sure it did.

"I've been having visions, Master," Obi-Wan admitted. "Since before this mission. I know I should've told the Council before, but there never seemed to be time."

"Hm, tell me of this vision."

"I've been seeing my master as the Sith kills him. I feel his loss, over and over again. This hasn't happened in years. And, there's a face, engulfed in flames."

"Know this face, do you?"

Obi-Wan shook his head. "Every time I think I recognize them, it changes. I know the Force is shifting, but surely there is some reason for these visions?"

"The past you hold on to. Find Dooku, you will."

Master Yoda's sudden change of mind confused Obi-Wan.

"I don't understand. The Sith—"

"Find Dooku you must. The past you hold onto. Let go of it, you must, if move past this you will. Your master's teacher, Dooku was. Help you, he can."

"But what if Dooku is in league with the Sith?"

Yoda hung his head. "Then lost, we truly are."

Obi-Wan's mind was impossibly more restless as he returned to the medical bay. He'd thought a discussion with Master Yoda might've helped to clear his mind and provide guidance, but instead he felt even more conflicted and torn. And when he returned, Anakin was awake and laughing with Padmé sitting on the edge of his bed.

"And then, he fell right into the slime. It was stuck in his beard for almost three days!"

Obi-Wan groaned, his hand rubbing at his cheek as he remembered the putrid, blue slim from his and Anakin's first mission together. It hadn't been his most shining moment, as a Master or a Jedi Knight. But he'd really wanted to prove himself capable as a Master to Anakin, capable of living up to Qui-Gon's legacy. Anakin had helped him remove the goo, but in the end he'd had to shave off the beginnings of his beard and start over again. A fresh start for both of them.

"Must you tell that story again?" Obi-Wan huffed.

Anakin and Padmé shared amused grins at his expense.

"I was just telling Padmé of our first mission together."

Obi-Wan folded his arms, cocking an eyebrow at his apprentice as he tried to look stern.

"And did you tell her about our second mission together?"

Anakin's cheeks turned bright red and he coughed uncomfortably, causing Padmé to turn and get him a cup of water. When Anakin had recovered, he relaxed back.

"Padmé, would you mind giving me a moment with my apprentice?" Obi-Wan asked.

"Of course," Padmé replied, shooting Anakin a knowing smirk. "I'll check on a few other patients. I'd love to hear that story when I come back."

Obi-Wan waited until Padmé was out of earshot before turning to his Padawan.

"How are you?"

"Alright," Anakin admitted, "all things considered. What did Master Yoda say?"

"I've been tasked with going after Dooku."

"What? When? I'm coming with you!" Anakin was already wrestling with his blanket, fumbling without his saber-hand. Obi-Wan came around the side of the bed to place a hand on his shoulder and guide him back down.

"You aren't going anywhere with your injury," Obi-Wan told him firmly.

"But I'm your apprentice!" Anakin protested. "Who's going to look after you?"

Obi-Wan scowled. "I went on mission without you before you became my apprentice without issue. And you aren't in any shape to leave this medical bay."

"Padmé said I might be able to get a prosthetic," Anakin mumbled, purposefully avoiding looking at his injury.

"Of course you will," Obi-Wan assured him. "But it will take time and training for you to become comfortable again. And we don't have time to wait. With everything that has happened, we need answers."

"How are you going to find Dooku? He could be anywhere in the galaxy by now."

"I was able to place a tracker on his ship before he got away. I'm hoping it will lead me to him."

"And what will you do if you find him?"

That, Obi-Wan wasn't sure about. Would Dooku even speak to him? What if both Dooku and the Sith were there, confirming the Chancellor and his generals' suspicions? Could he face the two of them together?

Obi-Wan was about to respond when Padmé returned, toting a food tray.

"I have lunch for you," she said, placing the tray on the table by Anakin's bed.

"Don't worry about me," Obi-Wan told his apprentice instead. "Focus on healing. And Padmé, thank you for watching over him, but I'm afraid I will have to ask you to do so a little while longer."

To Obi-Wan's surprise, Padmé nearly tackled him in a hug. He didn't react, stunned as he was, and by the time he had the presence of mind to respond, she was already pulling away.

"Please be careful," she urged him. "Whatever it is they're sending you off to do." She caught his eye and Obi-Wan wasn't sure what he was seeing in her expression. But he nodded.

"I'll be back quickly."

"May the Force be with you, Obi-Wan," Anakin said.

"And with you also."

He nodded and left. As he walked away from his apprentice and friend, an ominous feeling settled in his stomach.