Rob Re-Writes the Star Wars Prequels – Episode II

When last we left our intrepid re-write of the Star Wars prequels in Episode I, Anakin was older, Obi-Wan was his friend, Amidala wasn’t robbing the cradle, and the Clone Wars were about to start.

Episode I centered around Anakin, Obi-Wan, and Padme, which change Episode I from a weak ensemble piece (the OG) to a team piece centered around those three protagonists.

So now, I’m going to try and fix Episode II, which I regard as probably the worst Prequel in terms of “cringy” moments.


So here we go again! (la la la la, not listening. Not listening to you…………)


Episode II: The Clone Wars

Yes. The Clone Wars. The events that, for some reason, Lucas didn’t dedicate to live action glory; even though that was the event that Luke and Obi-Wan talked about in A New Hope like it was kind of a big deal.

giphySo – I don’t know – they should probably be in the movies, right? Lucky for me (and you) there’s a whole television series created to mine from for a live action retread (hint, hint, LucasFilm).

I haven’t watched all of the Clone Wars series, but my Jedi Master is Jon Pyle, and he’s been helping me pull some of the best threads from what seems like a pretty amazing series so far.

A Tale of Three Stories

In many ways, a trilogy is like a 3 act structure: in Act I we were called to action (pulled into the Clone Wars), in Act II the enemy tests us, and in Act III we succeed or fail (and we KNOW what happens to the Republic and Anakin).

Anakin, Padme, Obi-Wan. These are the three stories we want to tell in the tension of the second episode. And what better tension than a galactic conflict where ideologies and lives hang in the balance. Anakin and Padme are not married, but there is definitely something there between them. They are flirting with a relationship, but neither of them have made a move.

There are three antagonists as well: Count Dooku, General Grievous, and the elusive Darth Maul. Count Dooku plays the politician, the figurehead of the Separatists; while Grievous is the General, the military leader. Maul is the assassin, dispatched to put an end to problematic individuals. This is their dynamic, while keeping Sidious (re: Palpatine) out of events. Each of them revolve around the three protagonsits. Dooku spars politically with Padme, Grievous spars with Anakin, and Obi-Wan spars with Darth Maul.

Thus, Episode II is an interweaving narrative of these three stories that come together at the end.


Obi-Wan’s story is a question of principle: will he maintain his integrity as the war wears

Duchess Satine. Source:

him down? Will he bend to pressure? Obi-Wan’s story gravitates around the Mandalorians and Duchess Satine. In the Clone Wars cartoon, the Mandalorians are desperately trying to remain neutral during the war between the Republic and the Separatists. But pressure is mounting from both sides, as a terrorist cell group called Death Watch (made up of traditionalist, aggressive Mandalorians) are undermining the Duchess at every turn, trying to push the Mandalorians to war and ally with the Separatists.

Duchess Satine and Obi-Wan have a bit of a history, with hints to romantic entanglement. Attachment, however, is forbidden for the Jedi, and Obi-Wan cut this off before it got too far (presumably). But when he’s dispatched to Mandalore to try and secure a treaty with the neutral powers, he’s drawn back to Satine.

Obi-Wan and Satine Source:

A lot is rotten in the state of Mandalore. It turns out that Darth Maul is motivating Death Watch, led by Jango Fett (Yes, Jango Fett is a part of Death Watch in this re-write, and he’s NOT the Clone sample), to conduct their raids and terror attacks against Mandalore. Thus, Obi-Wan’s mission turns from diplomatic to investigative. Not only has Maul eluded him once, but now he’s threatening the woman he loves (deep down). And Maul has an axe to grind against Obi-Wan, intentionally targeting Satine after he realizes Obi-Wan’s true feelings. He will stop at nothing to destroy the thing Obi-Wan cares about.


Padme has a tendency in the prequels to seem like a damsel in distress, just waiting to be saved or rushing off naively into danger. I like her more in the Clone Wars show because she gets into danger, but she’s always jumping into the frontlines to help out. I also wanted her to have more to do because of how much her daughter, Leia, is integral to the next story. I think it’s important for people to see that Leia gets her adventurous tendencies as much from her mother and she does her father.

Padme’s chief opponent is Count Dooku, leader of the Separatist. She’s gotten word that giphy-13the Separatists are developing a super weapon (this will eventually be revealed to be the Death Star). She has a friend in the Banking Clan (this is from the Clone Wars show), a man she was once close to. She agrees to travel with him to the planet where he does business with the Trade Federation, but soon realizes that he is helping them gather resources to build this weapon. She steals the plans, transmitting them off-planet, and is captured by Dooku along with her security detachment.


Anakin, no longer an apprentice to Obi-Wan, is cast into the deep end of war. He is an adult, a Jedi Knight, and a conflicted individual.

It’s in Anakin’s story that we see the devastation of war. No one is torn apart more than Anakin. He watches his friends fall to Grievous. He witnesses Clones slaughtered like cattle. This makes him jaded. He begins to see the Senate as squabbling delegates, far removed from the horrors of war. They are detached, out of touch. Only Palpatine understands what must be done to end the conflict.

Anakin learns to respect the commanding Admiral on board his vessel, Tarkin. Tarkin is a clever tactician and a shrewd strategist. This puts him in Palpatine’s good graces, as well as earns Anakin’s respect. While Anakin learns to respect and admire Tarkin, he begins to loathe and hate General Grievous, his opponent.


Grievous has been hunting down Jedi, purposefully trying to eliminate the Generals one by one. A handful of the council members have been eliminated, theirgiphy-11 lightsabers added to the monstrosity’s arsenal. Both metal and flesh, Grievous embodies the physical horror of their conflict between clone and droid. He almost appears horrified by his own existence, so his hatred is turned on the Jedi, seeing that without them, the Clones would be scattered and the conflict would end (so that he could end). I see Grievous as a dark experiment of Palpatine’s. He is an effort to make a Jedi-Killer.

Anakin’s story is spent hunting down Grievous, watching himself become more like him. In fact, his first encounter with Grievous is when he loses his arm. He becomes more mechanical, just as he starts to understand the cowardly and elusive Grievous. He learns that the only battles worth fighting are the ones you can win, just as Grievous teaches him. This will inevitably align him with the Emperor and the Empire later in the story. Might makes right. The weak are culled for the benefit of the powerful. The Senators watch and criticize while the perfectly human (but expendable) clones are struck down by Grievous and his droid army. Anakin begins to see things this way, just as he sees the Jedi as backward and naive for their ideas. A rift begins to form between Anakin and the Jedi Commander, Mace Windu.

Padme Escapes!

Padme doesn’t stay captured for long, tricking the droids into letting her escape (cue some droid humor). Of course, she goes to rescue her security detachment and stumbles onto information leading her to discover that Death Watch is constructing part of the Death Star weapon. So she escapes with her security team, with Dooku chasing after them. Padme sends out a distress beacon to Coruscant and to Anakin. The Separatists are building part of their weapon on Mandalore, and she requests help immediately. Chancellor Palpatine orders her to return to Coruscant, but she refuses. Palpatine seems irritated, saying Not Again under his breath. Padme wants to make sure they don’t get away, and Dooku is on her tail.

The Jedi will not interfere when a neutral world is at stake. Thus they refuse to dispatch troops to the moon.

Anakin Decides

Anakin has Grievous cornered. He could engage and take him into custody, and severely cripple the Separatists’ capacity to wage war against the Republic. But when he hears Padme’s message, he decides to immediately leave, rather than risk losing her. Anakin leaves the planet where Grievous is hiding, a neutral world that helped Anakin locate the General in the first place. Mace Windu orders Anakin to stay and protect the world, but Anakin disobeys the order.

Anakin leaves. Grievous massacres the inhabitants. Anakin feels shame. His hatred for Grievous, the Separatists, the Senators, and the Jedi grows.

Dooku arrives. Maul is in play.

The final act is a blistering piece of warfare. Obi-Wan’s small detachment of military forces stationed on Mandalore watches as ships begin dotting the skies, Dooku’s forces chasing Padme. Satine refuses to break neutrality. Obi-Wan must leave her as Padme begs for action on the Mandalorian moon. Obi-Wan and his small band of clone troopers rush to the moon, commencing a gritty battle with the Mandalorian terrorists of Death Watch. Jango Fett is more than a match for Obi-Wan, exchanging blaster fire for lightsaber slashes.

Dooku, aka Darth Tyrannus, lands on the moon, his troops pouring out into the factory that holds the super weapon. Obi-Wan’s men are soon overwhelmed. His lead troopers, Rex and Cody, are all that remains of his squad. Obi-Wan holds his hands up in surrender. Padme and her security team are getting into position. They’ve rigged the factory with explosives. Just before Padme sets the explosives off, Anakin’s fleet arrives and fires on Dooku’s ships. This destroys the reinforcements Dooku was counting on. Padme sets off the explosions, which disorients all the combatants.

Jango Fett and his Death Watch escape, their source of income in flames all around them. They will most likely become mercenaries and bounty hunters to keep food on their tables. Rex, Cody, and Obi-Wan retreat, just as Anakin’s forces start making their invasion of the moon.

Padme and her security team are escaping, and seem to be in a bind when Anakin’s Troopers (along with Anakin) break into the airfield where Padme’s ship is resting. The troops and Padme and her team attack and destroy all of the droids at the airfield. Anakin orders some of his men to get into the fighters parked on the tarmac. They comply and begin attacking the Separatists’ aircraft blocking the Senator’s departure. Anakin and Padme share a moment, where Anakin admits he came for her. He pulls out a small box and hands it to her. They embrace, and she escapes with her security detail. Padme, in her ship, opens the box and sees a small golden wedding band. Her eyes betray her true feelings of love.

Anakin’s eyes turn downward, as his mission has changed: Dooku.

giphy-14.gifAnakin bursts into the burning factory, a group of his Troopers beating back the droids around Dooku. Obi-Wan returns to help in the fight with Dooku. It is different than in Episode I. Anakin and Obi-Wan has Dooku outnumbered. They are united.

Obi-Wan and Anakin fight valiantly, but Dooku is still a Lord of the Sith (presumably anyway). He eventually catches Obi-Wan off-guard with a spin of his lightsaber and then shoots force lightning into Obi-Wan. Obi-Wan is flung across the burning factory floor. Rex and Cody come out, firing at the droids along with Anakin’s forces. They then grab Obi-Wan and carry him out of the factory.

Dooku seems to be making quick work of Anakin. He is more precise, more collected. Anakin begins to see that his Jedi training will not defeat Dooku. He must win at any cost, just as Palpatine has told him before. He uses all of his anger, his rage over the deaths at the hands of Grievous, and channels it into a flurry of attacks. Dooku is subdued, surrendering to the might of Anakin Skywalker. Although he is defeated, Dooku is pompous, bragging how he will stand before the Courts on Coruscant and be found innocent of any crime. War makes killers of us all, young Jedi. I’m only following orders, just like you, he says. Anakin nods, then stabs Dooku through the heart. Dooku looks up in astonishment at his killer. Anakin looks down, a look of cold, detached hatred in his eyes, You’re right, it does.

Anakin is left to ponder Dooku’s final words. Who would be giving Dooku orders?

Obi-Wan comes to in his transport ship with Rex and Cody piloting back to Mandalore.

Getting Even

Satine excitedly runs to the door, having heard Obi-Wan touched down. The sliding doors reveal Darth Maul.

Obi-Wan arrives at Satine’s office and finds her lifeless body on the floor. Stabbed through by a lightsaber blade. Maul.


Anakin pulls back his forces just in time to watch half off Mandalore’s moon shatter from the explosion of the super weapons stock pile of fuel. No doubt this explosion will have consequences for Mandalore and its people.

Obi-Wan, holding Satine, looks up with tears in his eyes and sees the moon shatter. There can be no neutrality in war. The Mandalorians will have to decide which master they will follow.


Anakin, under the jealous eye of Mace Windu, is decorated a war hero for his successful destruction of the Separatist forces at Mandalore and his dispatching of Count Dooku. This is, of course, while the galactic news talks about the Jedi’s staunch admonishment of Anakin’s actions. The Republic won, but the Jedi were painted as ineffective and obstructionist with their code.

The war is not over, however. Without Dooku, Grievous will most likely escalate his Jedi-centric attacks. And Darth Maul, having wounded Obi-Wan, will turn his attention on causing more damage to the Jedi.

Grievous is brought to a secret meeting place on the planet Mustafar. He is being initiated. Maul is there, looking rather lonely without Dooku around to supervise him. The door opens and in walks Sidious.

We will make this war so distasteful, the Republic will never want to fight again.

Anakin and Padme are walking in the Senate Chambers. They discuss the war, their adventure, and what comes next. Padme pulls the box out of her Senate uniform.

And the answer is Yes. They kiss. Cue the Orchestral fanfare.


Episode III: Revenge of the Sith

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