In the rocky terrain outside, the massed lines of parked Federation Starships and the droids surrounding the arena, are themselves surrounded by thousands of Republic Starships, disgorging more clones. Beyond, more Republic Starships are landing and spewing out troops. Mace stares at the incredible sight.
"More battalions to the left," Yoda gives commands to the clones on the ship, "Encircle them we must, then divide." The troopers open fire with artillery. Explosions wreck the parked Battle Starships. On the ground, clones advance, firing at the massed droids. Droid fighter ships fly overhead, exchanging fire with the Gunships and Jedi fighters. Gunship #2 skims the battlefield, firing down, deflecting answering fire from the droids. Obi-Wan, Anakin, and Padme are at the open sides of the Gunship as clones fire down at the droids below. The Gunship slows, circling over a droid gun-emplacement. It blasts it, but suddenly the Gunship is rocked by a near miss. It lurches violently.
"Hold on!," Obi-Wan calls out, "Look over there." Through the other side of the Gunship, they see a Geonosian Speeder racing past. In the open cockpit is the unmistakable figure of Dooku. "It's Dooku," Anakin shouts to the pilot, "Go after him!" The pilot starts to comply, but there is a huge blast, the ship lurches on its side, and Padme tumbles out. "Padme!," Anakin stares down in horror as Padme hits the ground below. It's soft sand, but the tumble is still hard. Anakin continues to shout to the pilot, "Put the ship down! Down!"
"No!," Obi-Wan calls out, "We have to go after Dooku."
"No, we have to go back! Land this ship!"
"Don't let your personal feelings get in the way. We've got a job to do."
Below, Padme hauls herself to her feet and waves for them to go after Dooku. "Anakin! She's all right! Look!," Obi-Wan points to the ground. He stares out to see Padme rescued by Clone Troopers. On the ground, Padme looks up at Gunship #2 as it speeds away after Count Dooku.
Yoda's gunship lands and Mace steps out along with Ki-Adi-Mundi and the other Jedi. They are met with an assembly of Clone Troopers and AT-AP Walkers. "We have five commando units awaiting your orders, sir," a Clone Trooper Captain tells Mace. "This way," he leads them toward command towers in the distance. Yoda's ship rises in the air once more and joins the other fighters in the air. "To the Forward Command Center, take me," Yoda tells the pilot.
On the ground, large spider-droids stomp forward, their canons firing on the approaching swarm of Clones and Jedi. Transport ships drop AT-TE's on the ground and they begin firing on the large droids. Smaller tri-droids are taken out by the smaller AT-AP Walkers. Seperatist tanks roll onto the scene and fire missiles, taking out one gunship as it hovers overhead. Jedi fighters swoop down, blasting them, however. In the distance, Seperatist starships begin floating off the ground to escape. "Concentrate all cruiser firepower on those ships," Yoda commands. A Republic Cruiser in the air fires down with a beam canon, destroying the ships before they take off. What's left of the ships crash to the ground, kicking up massive clouds of dust. Ground forces march into the dust cloud where the Clones fire on the retreating droids.
"The Droid Army is in full retreat," a Clone Captain tells Yoda.
A curious look appear son his face, "Good,... Bring me a ship."
Meanwhile, Gunship #2 follows Dooku's speeder to a Geonosian tower. The speeder descends rapidly; the Gunship follows. Once it touches down, they notice the speeder parked outside the tower; the Gunship parks next to it. Obi-Wan and Anakin leap down and run inside.
Dooku throws switches on a control panel. The doors of the exit-port slide open. DROID CAPTAIN Your Excellency! COUNT DOOKU turns as OBI-WAN and ANAKIN run in through the hanger doors. They draw their lightsabers. Dooku looks out at Obi-Wan and Anakin with slight amusement and steps out of his ship.
"Darth Tyranus, we're taking you in," Obi-Wan tells Dooku, "This war is over."
"The Trade Federation and the Geonosian leaders have already made their escape. So has Darth Maul. Even if you capture me today, this war is far from over."
"We only need the Sithlord behind everything," Anakin tells him as he circles around angrily, "Everything else will follow."
"Foolish Padawan, I am not the mastermind behind this. The Jedi have been blinded by the Darkside. You still do not understand there is a Sithlord in the Senate who seeks to destroy your Republic."
"That's a lie. If the Sith were controling the Senate, we would know."
"Oh really? The Jedi did not know there was a Sith in their ranks for many years, creating a Clone Army under their very noses."
Anakin turns to Obi-Wan, "Is that true?"
"Apparently so. Although, that army is now being used to destroy the Sith... Fitting."
"The young man is conflicted. I can sense it. His faith in the Jedi is dwindling. He wishes to create his own path while still serving his master."
"Does this guy ever shut up?," Anakin asks Obi-Wan.
"Don't listen to him. Concentrate."
"... And now he learns the Jedi weren't as all-powerful as they seemed."
"You boast a lot for someone who has lost."
"Come to the Darkside, young man. There, you will find the freedom you seek."
"Why should I join you? Your army has failed. Your plan to kill us failed. Even your plot to kill Senator Amidala has failed."
"Oh, yes, Senator Amidala. I almost forgot," a smile creeps across his face, "Rest assured, after I kill the two of you, I'll see to her death personally."
Anakin roars in furry as he raises his lightsaber. "Anakin, no!," Obi-Wan warns but the warning falls on deaf ears. The young Jedi charges forward and at the last moment, Dooku thrusts out an arm. A streak of Force-lightning erupts from his hand and Anakin is lifted up, hurled across the room, and slammed into the opposite wall. He slumps to the foot of the wall, semi-conscious. Dooku moves toward Obi-Wan.
"Kenobi, isn't it? As you can see, my Force powers are far beyond yours. Now, back down."
"I don't think so. Even if you strike me down, others will come."
"Your faith in the Jedi is harder to shake than your apprentice. You still believe in the path of the Jedi. Even after the death of your Master... Darth Maul told me his defeat came quite easily."
"You've already tempted me with the Darkside and failed. Your mind games have no affect on me," he takes a fighting stance. Dooku raises his hand once more and fires a stream of lightning, which Obi-Wan blocks with his lightsaber, "That's another trick that won't work."
"So be it, Jedi. Just know I take no pleasure in this," he pulls his cloak back, revealing a curved lightsaber hilt. The saber flies to his hand and ignites, drawing a red blade.