Obi-Wan comes in fast, swinging at Dooku's head. Dooku parries the cut easily. He stands still, swiping at Obi-Wan who blocks the next attack and then brings his saber down to prepare for the next assault. He parries another cut and thrusts. Obi-Wan steps back quickly, gets a fresh grip on his lightsaber and comes in again. For a moment, he drives Dooku back with two hard strokes that forces him to take several steps. Dooku increases the tempo of his attack with elegant strokes as if every move is all a part of a single attack. Obi-Wan is pushed to the limit to defend himself as he blocks and eventually pivots away from him. Dooku quickly clears the distance and presses with tight swings at his mid-section, forcing him into a defensive position once more. Finally, he slaps Obi-Wan's blade to the side and stabs. He is wounded in the shoulder, then the thigh. He stumbles back against the wall, trips, and falls. Despite being on the ground and wounded, Obi-Wan raises his saber for an attack, but an under-arching swing removes it from his grasp. Obi-Wan is now helpless, but dignified in defeat. Dooku raises his lightsaber, ready to strike. The blade flashes down and clashes against Anakin's lightsaber.

Dooku nods in approval, "That's brave of you, boy... but foolish. I would have thought you'd have learnt your lesson."

"I'm a slow learner."

Obi-Wan summons his lightsaber to his hand and quickly throws it, "Anakin!". Anakin catches the lightsaber and ignites both blades, twirling away from Dooku before taking a battle stance designed for twin blades. Dooku seems impressed and takes a defensive stance as Anakin twirls forward. Dooku raises and drops his saber, blocking the attacks as he steps back. Once he regains his footing, he twists and turns his saber around, making several advances, forcing Anakin to retreat, altering between each blade as he blocks. Dooku raises his blade high and brings it down, forcing Anakin to bring both his blades into an x-shape to catch the attack. From there, he pushes the two blades to the side and jerks back, removing one of the sabers out of his grip. Anakin pivots away from Dooku and steps toward a dark corner of the hangar where he slices a cable running along the ground, which takes out the lights. As they move farther into the shadows, the only illumination comes from their lightsabers. They spin their blades overhead and begin clashing them together at once. Ankin parries and turns, blocking a blade at his back, then goes in low. Dooku leaps over the blade strike and spins around, swinging his saber into a sword-lock. He pushes Anakin back into a lighted section of the hangar and the two maneuver around before Dooku brushes Anakin's arms up and makes a swift upward slice, taking his sword-arm off completely before Force-pushing him into the wall once more.

Dooku draws himself up to deliver the coup de grace. Suddenly, the great doors slide open, gaining his attention. Through the thick smoke, emerges the heroic figure of Yoda. He stops on the smoke-filled threshold and Dooku steps away from Anakin to face the Jedi Grand Master. His lightsaber whirls in a formal salute.

"Master Yoda," Dooku bows his head slightly, "My old master. I shouldn't be surprised I didn't sense you coming."

"Count Dooku, the Darkside I sense in you."

"I have become more powerful than any Jedi. Including you."

"Still time there is. Stop this madness you can."

"You and I both know where this will lead, old friend."

"Indeed. No point in talking any longer."

Dooku raises his hand and a blast if lightning shoots out at the seemingly defenseless Jedi. Yoda raises a single, tiny claw and the lightning blast is drawn into his palm where he watches it in a ball and deflects it back at Dooku. The Sithlord has just enough time to redirect the blast into the wall of the cavernous hangar, blasting a hole in the rock. He fires another blast and Yoda catches it once more, but this time, Dooku prolongs the blast. Yoda easily palms the entire strike until Dooku stops, eventually closing his fist around the ball of light in his hand and allowing it to dissipate. "Much to learn you still have," Yoda says as he takes a relaxed stance once more.

"It is obvious this contest cannot be decided with our knowledge of the Force alone," he readies his lightsaber.

"Interested in contests, I am not," Yoda opens his cloak, exposing the small lightsaber at his side.

Yoda ignites the saber, readies himself, then flies forward. He spins along the ground, blocking everything Dooku attacks him with. He flips back and forth, hoping from the side of Dooku's ship and back to the floor. Dooku barely manages to block the spinning blade coming at him as he retreats on the heels of his feet. Finally, he pivtots around, bringing his blade down in a heavy swing, which Yoda blocks, before pushing him off to the side. He spins to regain his momentum and takes another swing but Yoda ducks back to avoid the thrust. Yoda performs three somersaults around Dooku as he desperately deflects the shots, then he hops onto the ramp leading up to the ship for a head-shot. Dooku raises his blade just in time to block, then Yoda flips completely over his head. He lands behind him and deflects the next attack. He flips over a low attack, bounces off the ship, then hops on to a platform before leaping to the edge of the hangar. He then launches himself back at Dooku with a hard swing. Dooku blocks the attack but the force throws him to the ground.

"Fought well you have, my old padawan," Yoda tells him.

"This fight isn't over," Dooku turns to a crane stationed near Obi-Wan and Anakin.

He raises his arms and uses the Force to pull on one of the cranes. It comes crashing down, threatening to crush the two exhausted Jedi beneath it. But in the blink of and eye, Yoda is under the crane, holding it up, using the Force. He closes his eyes and concentrates as the fallen crane trembles and starts to life. Behind it, the sound of the Sail Ship's engines are heard starting up. Slowly, the crane rises and Yoda exerts every scrap of his powers and soon, the crane is thrown to the ground. Dooku's Sail Ship takes off. Obi-Wan and Anakin struggle to Yoda, but it's too late. The Sail Ship rises into the air and flies away. Padme and a Clone Captain with about ten troopers appear in the doorway.

"Anakin!," Padme runs too him and throws her arms around him. Anakin is barely able to stand up. The Clone Captain marches up to Yoda, stops, and salutes smartly. "Resistance is at an end, General Yoda," the Captain announces, "What are your orders?" Yoda looks at him and sighs.