The red planet of Geonosis is circled by a large asteroid field that form rings. Jango Fett's ship appears, heading toward it. Jango guides the ship around the asteroids as Boba keeps an eye out. On the view screen, Obi-Wan's ship appears, chasing after them. "Dad, look!," Boba shouts, drawing his father's attention. Jango grabs the controls and they are thrown around as the ship plummets to try to lose Obi-Wan, "Hang on!" The ship goes into a power-climb. The ships flip, roll, and turn at incredible speed. Obi-Wan is weaving between asteroids while firing.
Jango turns toward the asteroids and both ships tumble from near misses. One of Jango's missiles gets through and blasts a large asteroid to give him room as chunks fly off Obi-Wan's fighter. Then Jango breaks off the fight and dives sharply and maneuvers deftly between two huge asteroids. Boba flinches as asteroids pass very close by, "Dad! Watch out!" Jango smiles, "Stay calm, son. We'll be fine. That Jedi won't be able to follow us through this." But Obi-Wan ship dives into the asteroid belt after them. His skill is pushed to the limit as he throws the ship from side to side, avoiding great rocks. Then a huge asteroid tumbles across his path. There seem no way he can avoid it, so he fires a couple of aerial torpedoes and they streak toward the asteroid. In Jango's cockpit, they see the huge explosion as Obi-Wan's ship appears to smash into the asteroid. In the cockpit, Obi-Wan's ship seemingly disappears from radar.
"Got him!," Boba shouts with glee.
"We won't see him again," Jango assures him.
On Tatoonie, Anakin stands in the middle of a crowd of Jawas. He asks them for directions. The Chief Jawa points in a particular direction and Anakin gets on the bike and speeds off. He rides over a large dune toward a small flickering light in the distance and stops the bike in front of a campfire. There are bodies of three dead farmers lying beside it along with a burned and smoking speeder. Soon, he notices bantha tracks and turns in that direction.
From his cockpit, Obi-Wan looks out toward Geonosis and sees in the distance a large fleet of Trade Federation Ships hidden among the asteroids. He starts the engines of his fighter and moves out from the back side of the asteroid and heads away from the asteroid field, descending toward the planet. As it passes into the atmosphere, Obi-Wan's ship skims across the top of a small mesa along the edge of a rocky ridge. He maneuvers under a rock overhang and lands, then gets out of the Fighter and walks onto the mesa. The wind whips at him. He looks around. Geonosis is a red rock planet, featureless apart from buttes and mesas, and occasional tall stalagmites that stand out dramatically on the arid plains. The night is quiet.
He climbs down the ridge to an outcropping which circles around the mesa. Suddenly, a strange cry is heard close by. He stumbles slightly, his foot slipping on the edge and sending a stream of pebbles skittering into the darkness. He listens for the next cry. Silence. He draws his lightsaber but does not ignite it. He sets off and works his way around a narrow corner, to confront a crouching Massiff (a dog-sized lizard) with slavering fangs! The beast leaps at him, and Obi-Wan ignites his lightsaber as the creature knocks him on his back. Its jaws open wide. Obi-Wan stabs the creature, throws it off of him, and jumps up. A seconf reptile jumps from behind. Obi-Wan swings around and cuts it in half. The Massiff flies over the cliff, howling. It plummets to its death hundreds of feet below. Once the threat is over, Obi-Wan takes out his homing device and notices the signal is strong, implying Jango's ship is nearby.
On Tatooine, Anakin pulls up near the edge of a cliff. He gets off the bike and looks out over a Tusken camp in the oasis below. One of the huts at the edge of the camp has two Sandpeople guards outside it. He creeps through the camp, working his way from hut to hut, flattening himself against the walls, overhearing snatches of Tusken conversation from inside. Using the shadows to hide him, he arrives at the hut with the two guards. They are sitting a short distance from the door, so he wriggles around the back where he takes out his lightsaber and cuts into the base of the wall.
The lightsaber completes the hole in the wall and Anakin wriggles in. There are candles everywhere. A shaft of moonlight from a hole in the roof pierces the gloom of the hut. By its light, Anakin sees Shmi, hanging from a wooden frame in the middle of the hut. He cuts her free, takes her into his arms, and lowers her gently to the ground. Her eyes are closed. Her face is bloodied. She has been terribly beaten. Anakin cradles her tenderly.
"Mom... Mom!"
Shmi's eyelids flutter and barely open. They are caked with blood, "Annie...? Is it you?"
"I'm here, Mom. You're safe. Hang on. I'm going to get you out of here..."
"I'm so glad... to see you, Annie... Now..."
"Just stay with me, Mom. I'm going to make you well again. Everything's going to be fine."
"You look so handsome. My son... my grown-up son. I'm so proud of you, Annie... so proud... I missed you so much... I love..."
She dies. Anakin draws her to his breast and begins to sob. There is silence for a moment, then he sits on the floor of the Tusken hut, cradling his dead mother in his arms. A moment later, he emerges form the front of the hut, seathing with rage. The two guards see him almost immediately and rise, brandishing their staffs, but they are both cut down in one stroke. Across the camp, a group of Raiders notice Anakin and begin roaring angrily as they scramble for their weapons. Abakin marches forward, lightsaber in hand.