Anakin and Padme land on a mesa near the Seperatist base. They emerge from the ship (Padme with a pistol in her hand) and can see droid transports in the distance.

"Obi-Wan was right," Anakin says as he looks through his electro binoculars, "They are building an army. They must be getting ready for mass invasions."

"Hopefully the Jedi get here quickly."

"Let's take a closer look. Maybe we'll find where they're keeping Obi-Wan."

They sneak their way to the closest droid plant. The buildings are partially made from dried clay with portals leading in and out where Geonosian workers fly back and forth. Anakin and Padme go to a rock outcropping that juts up near a back wall. Anakin uses his lightsaber to stab the wall which quickly burns through the clay, giving them a hole to enter. They arrive on a platform and look out over a large droid factory with multiple conveyor belts and mechanical arms assembling droid parts. They make their way to a platform with factory controls. "We can shut down the plant from here," Padme explains, "That could buy us some time."

Anakin spins around and ignites his lightsaber as if alerted to a presence, "Padme, get back!" Darth Maul lunges at the two with only one lightsaber blade ignited and smashes it against Anakin's blade, pushing him off the platform and onto a conveyor belt below. Maul ignores Padme and leaps down after him. As Anakin rises to his feet, he quickly ducks down as a mechanical arm swings above him. Maul leans back to dodge the same arm. He then charges at Anakin with three quick strikes, which he blocks. Then Darth Maul somersaults forward, kicking Anakin in the face. He stumbles back and trips over droid parts on the belt and falls on his back. A mechanical claw drops down, ready to grab him but Padme uses the control console to stop the machines just as the claw comes within inches of Anakin's face. He rolls away from the claw as Maul slices through it with his lightsaber.

A group of Geonosion guards fly up to the platform, armed with electric prods. Padme shoots one with a blaster pistol, then sprints in the opposite direct as they fly after her. One guard stops by the control panel and restarts the machines. The conveyor belt jerks forward, which nearly makes both Maul and Anakin fall. Anakin spins his lightsaber around and parries at Maul who twists his double-blade around to deflect the attack. Anakin is spun around and leaps off the conveyor belt. Maul watches him plummet before catching a drone hovering past. Maul runs after him and leaps down, snatching a mechanical arm before landing on top of a giant smelting pot. Anakin drops down and they both begin fighting while standing on a narrow surface, with a long drop on one side and molten metal on the other side.

Padme races down a set of stairs, firing a shot at another guard before jumping to a lower platform. A guard flies in from behind and hits her should with an electric prod, which renders her unconscious. When she falls, Anakin calls after her, "Padme!". He Force-leaps away from Maul, lands on top of a crane and carries it to another conveyor belt. Maul uses the Force to call a flying drone to him, then leaps up, snatching it with one hand as he flies it toward them. Anakin cuts a guard down, then Force-leaps on to the platform where Padme lay. He uses a Force-push to slam the last two guards into the wall, rendering them unconscious. He stoops down, checking up on Padme just as Maul lands behind him. Maul brings his blade down and Anakin blocks it from a squatting position and pushes him back. They lock blades and glare at one another. Anakin grits his teeth and slowly begins to overpower Maul who seems surprised.

A door on the floor level slides open and a group of super battle droids pour into the factory. They raise their fists and their wrist-mounted blasters send bolts into the catwalk under Anakin's feet. The force of the attack throws him off-balance and Maul pushes him to the floor. Once on the ground, Maul uses the Force to choke Anakin. He lifts him off the ground and slams him back down, knocking him out. He snarls with rage as he gazes at Anakin's unconscious body.

Anakin wakes up in Dooku's cave with energy shackles. His vision is blurred as he sees the image of Count Dooku telling him, "Your master failed this test. Let's see if you follow suit." Anakin sits up in the cave, now unshackled. From the darkness, he hears heavy, mechanical breathing as if revealing his future state. A cloaked figure comes out of the shadow and approaches him. Anakin does not question the lightsaber in his hand but rather, hoists it up in a defensive stance. The cloaked figure chuckles and lowers his hood, revealing Anakin's face. "I don't understand," he mutters, "Who are you... truly?"

"I... am Darth Vader."

Anakin wakes up with metal shackles on his wrists as he rides in the back of a cart. "Anakin," Padme moves to him, also with shackled wrists. They are seemingly going through a tunnel but their view is otherwise resitricted.

"Where are we going?," he asks.

"I'm not sure."

"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. I love you."

"You love me?! I thought we decided not to fall in love. That we would be forced to live a lie. That it would destroy our lives."

"I think our lives are about to be destroyed anyway. I can't help my feelings for you... and now I don't care. I truly, deeply love you, and before we die I want you to k

"I have no desire to be cured of this love either. Long or short, I vow to spend the rest of my life with you."

They kiss again.