Star Wars Prequels Rebooted: Attack of the Clones


It’s time for the second installment of the Star Wars prequels reboot. This time I take on Attack of the Clones! Now, I will admit this one was pretty tough to pull off. The fact that you have to turn the main hero of the tale into an utter bastard and completely upend the political structure of the galaxy while making an adventure with typical tropes is rough. And you have to do it in a believable way (aka a good reason) and not just have him snap, because he was a good guy! I can see why Lucas went the route that he did, so I’ve kept a major beat from the original. Regardless, here’s my stab at it.

Oh and if you haven’t read my Phantom Menace reboot, you should do so now. It leads right into this reboot of Attack of the Clones.

Star Wars Episode 2: Attack of the Clones

Opening Crawl Stuff


While the the Confederation of Vallak lead by Darth Tyranuius was unable to destroy the Republic in one swift strike, they have continued their war campaign. This movie takes place a year after the first one with the Clone Wars well underway.

Obi Wan has been promoted to a General in the Republic military and his apprentice Anakin is on track to become a full fledged Jedi knight.

The Movie


The movie opens up with a meeting between Darth Sidious and Darth Tyranius about their “artificial” war. It’s thinning the already depleted ranks of the Jedi and making it a ripe time for the rise of the Sith. Tyranius tries to get Sidious to confirm his promise that he’ll be made Dark Lord when Sidious makes himself Emperor. Sidious gives him a response that isn’t exactly reassuring.

Star-Wars_Prequel-Reboot_Ventress and Dooku

Once Sideious’s hologram winks out Tyranius turns to his new apprentice Darth Ventress saying something like, “Make sure our alternative solution is in place at a moment’s notice. I have growing doubts about my arrangement with Lord Sidious.”


Meanwhile, Obi Wan leading a battle group against the clone army on Kashyyyk, which is located near a major hyperspace route. He’s working alongside of Bail Organa, who is King of Alderaan (but he loathes the title) and a Senator in the Republic. You get to see Wookiees fighting in trees not using goofy ass wooden aircraft and also there’s no Chewbacca.

Obi Wan’s apprentice Anakin is doing some intense starfighter fighting in this battle. Fighting on the ground alongside Obi Wan and Organa is Padme who is doing some cool bad ass moves. It’s almost Jedi level. She’s blasting with a blaster and using a melee weapon like a elctro-sword or some shit. Nerds lose their minds at how cool it is. They have a big fun victory.

Star-Wars_Prequel-Reboot_Obi-wan and Anakin

Afterwards Obi Wan has a talk with Anakin, chastising him for his recklessness. Anakin reveals that he’s chafing under the strict rules of the Jedi order. Anakin feels like he’s being held back, that he’s capable of so much more but the Jedi have made it difficult to reach his full potential. He’s not even a full Jedi yet.

He also questions Obi Wan about their lack of attachments. This leads to a Obi Wan warning Anakin about his “meetings” with Padme, hinting that he knows more they they think he does. He gives him some lines like, “When you chose to become my apprentice, you agreed to forgo romantic personal attachments. They can lead to the Dark Side. And Jedi aren’t supposed to consort with political figures in the republic. Thousands of years ago the Sith ruled the galaxy. We don’t want to influence political events. We’re here to guard peace and protect, not to rule.” Which leads him to bring up the fact that Anakin and Palpatine are rather chummy. Anakin defends him saying that he’s a strong leader who has the interests of the Republic at heart.


We then cut to the Republic Senate building where there are senators suing for peace saying that they should reach a compromise with the Confederation. Palpatine, now Chancellor, makes an impassioned plea not to compromise and give into the threat of the Confederation. He’s a defender of liberty and won’t bend the knee to what he sees as the ultimate evil. With that in mind he announces that the military will now be centralized, rather than being a coalition of various militaries. They’ve suffered too many defeats from being slow and too disorganized. with their cobbled together forces and only through a strong military can the Republic survive. This is a surprisingly popular decision. We do get to see Bail Organa and Padme going, “This doesn’t seem all that cool.”

Star-Wars_Prequel-Reboot_jedi concil

The Jedi Council meets and they are clearly are disturbed by these events, however they believe that Palpatine is simply a politician taking advantage of the situation. At worse he’s a dictator to be dealt with after the Sith are taken care of, which is their top priority. The Jedi are deeply concerned with the reappearance of the Sith. They realize that this is probably why their numbers have been declining, the Dark Side is strongly influencing the living Force.

Star-Wars_Prequel-Reboot_dooku and sidious

Tyranius meets with Darth Ventress who informs him that her spies have reported that Palpatine is greatly increasing his forces. Darth Tyranius and Darth Sidious meet via hologram where Tyranius expresses his doubts at the overall plan. He senses that Sidious is setting him up for failure. Sidious comes down hard on him by Force choking him before ending the call.


Tyranius is now convinced that Palpatine is using this war not only to solidify his place as head of the galaxy, but also to destroy Tyranius to clear him as a rival (the rest of the Sith aren’t nearly as powerful). He says that it’s time to enact “the plan”. He also expresses concerns about Palpatine’s vision of Skywalker becoming a powerful Sith. Ventress is all like, “We can turn him and use him to defeat Sidious. Let me do it.” And Tyranius is all like, “Yes, this is a fool proof idea.”

We see Padme and Anakin, clearly in love with each other, despite it being forbidden by the Jedi. However, Anakin has convinced himself that once he’s become a full Jedi he’ll be able to announce their love and the Jedi council will have no choice but to accept it, especially since he’s so powerful and the Jedi need him. Padme tries to convince Anakin that Palpatine isn’t that great of a dude, but he’s all like, “He’s a powerful leader and he’s super awesome.”

Star-Wars_Prequel-Reboot_Anakin and Palpatine

Anakin is then summoned to Palpatine’s office at his request. He sees that Anakin is distressed and asks him what’s wrong. Anakin kinda goes into his thing about the Jedi holding him back. Palpatine starts working his magic, telling him that perhaps that the Jedi are jealous of his power and maybe they’re holding him back on purpose. In fact, the whole idea of the Jedi Order seems counter productive. A separate group responsible for protecting the galaxy? Shouldn’t they be a part of the Republic? In fact, shouldn’t the most gifted and powerful be in charge of shaping the galaxy? Anakin is really liking what he’s hearing.

Palpatine then reveals why he summoned him, “…well I might have some good news for you.” He reveals that he had some people investigate the accident that killed Anakin’s mother and they discovered that she had actually survived. She was separated from them and destitute with no way of finding him, but she finally managed to find out that he had joined the Jedi order. She had been trying to get into contact with him through them, but they must have not passed the message on. Palpatine says something like, “It’s possible the Jedi don’t have your best interest at heart.” He gives Anakin the last known location of his mother.


Cut to the planet of Jedha which looks to be about in the same shape as it is in Rogue One, i.e. kind of a desert with toppled statues and such. Darth Ventress enters a Jedi temple, mowing through guards (who are Guardians of the Whills) as she makes her way through the catacombs until she gets into to a tomb and steals an object from the desiccated corpse of a Jedi.

Star-Wars_Prequel-Reboot_Anakin and Padme Tatooine

Anakin flies his Jedi starfighter to the location that Palpatine gives him (a small village on a remote planet). Padme also goes in her Republic shuttle. Anakin finds out his mother was kidnapped and killed by local a local gang. They both discover how impoverished places like this are outside the core worlds. She starts helping out the people of the village giving them extra supplies from her ship and arranging to get Republic resources sent to them. Anakin goes to the gang’s settlement and feeds into the Dark Side in order to kill the bad dudes. And boy does he kill all of them, including the women and children.

He goes back to Padme. And she can tell that something is really wrong with him. She gets Anakin to reveal what’s bothering him. After he confesses she’s horrified by his actions. She gives him some business and isolates herself while he basically seethes in anger, how dare she react this way, they killed his mother! He sees himself as a hero, since he saved the village from the gangster. She’s says something along the lines of, “Look buddy, leave me alone you’re a creepy murder.”

Star-Wars_Prequel-Reboot_Jedi Librarian

The Jedi Council meets to try to figure out: Why did a Sith attack the Jedi temple, one that wasn’t considered really important. Obi Wan goes to, where else? The library! He asks the Jedi Librarian some questions about the tomb and Tyranius. She seems really put upon and crabby about it. She suggests some archives and he goes off to look. While searching he discovers that there’s some missing data which is “corrupted”. He then hears a saber hiss and moves out of the way at the last second. It’s the bitchy ass librarian attacking him! He manages to disarm her.

When Obi Wan questions her she reveals that she’s in love with the noble Lord Dooku aka Tryanius. She deleted records to protect him, but through interrogation and data restoration (maybe with the help of R2? he doesn’t have any big moments otherwise) they manage to get that there was a Jedi buried on Jedha that was in the entrusted to guard “The Key of Millus”. While he was still a Jedi Tyranius had done researching on “The Key” and the answer may be located on the planet Korriban.

It turns out the Key is imbued with the living Force of several Jedi. It is the only means of unlocking something unknown on Korriban.

Star-Wars_Prequel-Reboot_Palpatine Office

Cut to a Palpatine getting a secret communication in his office. It’s a Sith adapt reporting that Ventress has arrived on Korriban. “Tyranius may be planning on betraying us, Master.” “I’d expect no less”, Palpatine says and then smiles, “This will give us an opportunity to test our Jedi Skywalker.”

Star-Wars_Prequel-Reboot_dark temple

Anakin is called to action by Obi Wan who senses something extremely wrong with his apprentice. He puts it off thinking they can address it later. They travel to Korriban and spy on Ventress entering a temple ruins with a large detachment of troops. Obi Wan calls into the Jedi Council to report on what they’re seeing. The Council says they’re redirecting Jedi Masters Aayla Secura and Kit Fisto along with their own troops. (If you want more fan favorites you could insert Ahsoka and some other Jedi you know and love for fan service and to sell more toys) Obi Wan tells Anakin that they are to wait and gather intel until they arrive.

Star-Wars_Prequel-Reboot_Padme Apartment

Meanwhile Bail goes to visit Padme, because she hasn’t been responding to communications. He sees she’s packing her things. She’s visibly distressed. After being stand offish she finally breaks down and reveals that Anakin confessed about the murders and she needs to leave to get some time away to think for herself… and what’s worse she just learned she’s pregnant with Anakin’s child. She hasn’t had a chance to tell him yet She fears that Anakin may come looking for her it’s best to go into hiding for awhile. Bail agrees and offers to help however he can.


While Obi Wan and Anakin are spying, they see Tyranius arrive in his shuttle. In a scene where Tyranius and Ventress do a bit of exposition dump while using “The Key” to unlock a hidden vault. Thousands of years ago the Sith developed a virus that feeds on the Force and can corrupt all life. The Jedi defeated them before they got a chance to use it and sealed it away. Tyranius only needs to take a small drop of it to Coruscant and everyone there will die.

Anakin argues with Obi Wan about what they should do. Anakin feels like time is running out and they must act now. He then goes in against Obi Wan’s orders.

Star-Wars_Prequel-Reboot_anakin as darth vader

Anakin brute forces his way into the temple wiping out troops left and right until he gets to Tyranius and Ventress. At this point they’ve retrieved the container holding the evil Force virus. He attacks Tyranius, but Ventress gets his goat and manages to pull him away deep into this crazy ruined temple.

Star-Wars_Prequel-Reboot_Anakin vs Ventress 2

They engage in a one on one battle that consists of her taunting and attempting to lure Anakin to the Dark Side. Eventually she leads him outside where now it’s raining and they’re fighting (Yes, I’m clearly ripping off the original Clone Wars cartoon, but fuck it this should have been in the movie). Ventress tells Anakin that that Palpatine is a Sith. Anakin doesn’t believe her. She gives him one of those, “Search your feelings you know it to be true” moments. You can see on his face that he pretty much does know it.

Star-Wars_Prequel-Reboot_Obi Wan vs Dooku

Obi Wan reports to the Jedi on their way that he’s been forced to go in without them. He then goes after Tyranius and they have a nice back and forth battle where Obi Wan fights in a cool and calm collected manner vs Anakin’s emotional fight with Ventress. Tyranius brags about the skills of his apprentice and then insults Obi Wan by saying how close Anakin is to falling to the Dark Side, calling Obi Wan a failure as a Master. “It’s only a matter of time before he betrays you and your failure will be complete.”

Star-Wars_Prequel-Reboot_Anakin vs Ventress

Meanwhile, Ventress manages to give Anakin a pretty good cut on his face resulting in a cool scar, but then Anakin manages to defeat her (she falls down a cliff and her body isn’t seen) and he heads back to find Tyranius who is fighting Obi Wan. Tyranius gambles and throws the virus container, Obi Wan uses the Force to save it from breaking. At this moment Anakin attacks Tyranius and defeats him.

Star-Wars_Prequel-Reboot_Anakin Killing Tyranius

Tyranius promises to tell them all of his secrets and together they can rule the galaxy. Anakin kills him, despite Obi Wan’s direct order to take him alive. Anakin says he was too dangerous and his death ends the suffering he would have caused.

Star-Wars_Prequel-Reboot_Anakin and Obi Wan Arguing

They argue, Anakin tells Obi Wan that he thinks the Jedi ways archaic and that they’ve held him back for too long. Obi Wan tells Anakin that he’s betraying him and Anakin busts out the fact the Jedi order kept the fact his mother was alive and trying to contact him, but now she’s dead. Obi Wan says he didn’t know any of this, but if they went back to the temple they could sort this all out. Anakin refuses to go, “They won’t have answers for me, only lies.”

Obi Wan tells Anakin that he’ll be kicked out of the Jedi order. Anakin then gives his lightsaber to Obi Wan, saying, “I don’t need it any more, maybe it’ll be more useful to another apprentice.”

Obi Wan tells Anakin that he should seek peace within himself and leaves, filled with regret at his failure.


When then see Anakin going to Padme’s place and finding that it’s empty. He finds a holo video of Padme telling him that she can’t see him anymore and he shouldn’t look for her. She needs time to think. Anakin goes into a rage and smashes some shit (kinda in a Kylo Ren type fit).

Obi Wan meets with Bail Organa who tells him what’s up with Padme. Obi Wan in turn tells the Jedi Council that he failed.

Further Notes:

  • It’s revealed that the Sith are a religious order dedicated toward the Dark Side. Only a few of them are actual force users, the Sith knights. The rest are fanatics.
  • We can see in the background of Sidious scenes other Sith knights and Sith weirdos
  • It’s also established that several major cloning facilities have been destroyed, causing the Confederation to resort to supplementing their ranks with more inferior Droid troopers.
  • No Yoda fighting… yet.
  • Again no chosen one.
  • Yeah, the Force virus is a super McGuffin, but that’s how these things work.
  • Ventress fan art source