As a Senator, Padmé Amidala returns to Coruscant to vote on an important Senatorial matter, an assassination attempt on her life prompts the Jedi Council to send Jedi Knight Obi-Wan Kenobi and his Padawan Anakin Skywalker to protect her and find out who the assassin is. Padmé turns over her tasks over to JarJar, the Gungan Senator.

After another attack, the 2 Jedi's follows one of the assasins (Zam Wesell) and when they catch her, she is killed by the other one (Jango Fett). Obi-Wan's investigations lead him to Kamino, he finds a massive clone army being produced, with a bounty hunter - the last of the Mandalorians - named Jango Fett as the master clone while Anakin is left behind to protect Padmé, back on Naboo, his feelings for her grow into something more than friendship. Here on Naboo, Anakin is having nightmare's about his mother and he decides to go to Tantooine en he takes Padme with him. During the trip to the friendship grows into love for her. 

Back on Kamino, Obi-Wan meets Jango Fett and he recognises him an the Assassin. While he informs the council, Jango tries to escape and after a heavy battle, Jango escapes in his ship, The Slave One, but Obi-Wan has planted a homing device onboard just in time.

When Anakin arrives at Tantooine, it turns out Watto has sold his Mother to Cliegg Lars and he is married to her. They go to his home but as it turns out, his mother is kidnapped by Tuskan Raiders. Anakin steps on his Speeder and goes to look for here. When he finds here, he sees that she is heavely wounded and they can only speak for a moment and then she dies in here arms. Angry as he is, he murders All of the Tuskan Raiders and there by disturbing the Force and he start slipping to the Dark-Side of the Force.

As this is happening, a rogue Jedi named Count Dooku leads separatists on Geonosis to rebel against the Senate. Supreme Chancellor Palpatine moves for a vote for a Republic Army to protect the Republic, as there has not been a full-scale war since the formation of the Republic.  

As Obi-Wan chases the elusive bounty hunter, Jango (and his cloned son Boba) they lead him to Geonosis, where he meets Count Dooku and finds a startling revelation about the former Jedi. But to make sure, Obi-Wan has send a signal to Anakin who, after the funeral of his mother, travels to Geonosis where he starts to look for Obi-Wan who is to be executed.

When they fight of the Creatures, the rest of the Jedi Knights show up to help them. (This is one of the best battles I have seen in a Star Wars Movie) While the Battle gets bigger and bigger, Dooku tries to escape with his fleet. Yoda however has picked up all of the Clones created in Kamino, and has them fighting on behave of the Jedi's against Dooku.

As Dooku tries to go to his escape pod, anakin fights him and during this fight, he loses his arm.! Yoda comes to the Rescue and give the best LightSaber Show Ever!!!