Space - The Naboo Starship heads toward the desert planet of Tatooine.
Tatooine, Mos Espa streets and Watto's ship - The Naboo Starship lands in a large parking lot of Spaceships on the outskirts of Mos Espa. Anakin and Padmé ride a rickshaw through the streets. Anakin stares at sights he hasn't seen for years. Finally, they come to Wattos' shop, and the rickshaw stops.
Anakin (to the droid driver): Wait right there.
Anakin and Padmé get down. Sitting on a stool in front of the shop is Watto. He is using a small electronic screwdriver on a fiddly Droid. A Pit Droid is trying to help him, but it seems only to make him madder.
Anakin (in Huttese): Excuse me, Watto. Let me help you with that.
Anakin takes the fiddly piece of equipment and starts to play with it. Watto blinks in surprise.
Watto (in Huttese): What? What do you want? Wait! You're a Jedi! Whatever it is, I didn't do it.
Watto drops the screwdriver and curses loudly in Huttese.
Anakin (in Huttese): I'm looking for Shmi Skywalker.
Watto looks at him suspiciously.
Watto: Ani? Little Ani? Nahhh.
Anakin sets down the now repaired fiddly piece of equipment. Watto blinks at it.
Watto: You are Ani! It is you! You sure sprouted, huh? Wee-hoo! A Jedi! Whattaya know? Hey, maybe you couldda help with some daedbeats who owe me a lot of money.
Anakin: My mother.
Watto: Oh, yeah. Shmi . . . she's not mine no more. I sold her.
Anakin: You sold her?
Watto: Years ago. Sorry, Ani, but you know, business is business. Sold her to a moisture farmer named Lars. Least I think it was Lars. Believe it or not, I heard he freed her and married her. Can ya beat that?
Anakin: Do you know where they are now?
Watto: Long way from here . . . someplace over on the other side of Mos Eisley, I think.
Anakin: I'd like to know.
Anakin's grim look means business; Watto gets the hint quickly.
Watto: Sure. Absolutely. Let's go look at my records.
Anakin and Watto go into the shop.
Space, Geonosis - The red planet of Geonosis is circled by a large asteroid field that form rings. Jango Fett's ship appears, heading toward it. Moments later, Obi-Wan's ship appears. He dismounts his ship from the hyperdrive ring. Jango Fett guides the ship around the asteroids. Suddenly:
Boba Fett: Dad, I think we're being tracked!
On the view screen, Obi-Wan's ship appears, chasing after them. Jango Fett grabs the controls. They are thrown around as the ship plummets to try to lose Obi-Wan.
Jango Fett: Hang on!
The ship goes into a power-climb. A great Space dogfight ensues between Obi-Wan and Jango Fett. Space, Geonosis The ships flip, roll, and turn at incredible speed, didging, weaving and firing. They tumble from near misses. Hits fly off Obi-Wan's fighter as one of Jango's missiles gets through. Finally, it seems as if Obi-Wan is getting the upper hand. Jango Fett breaks off the fight and dives sharply. He maneuvers deftly between two huge asteroids. In Jango Fett's cockpit, Boba Fett flinches as asteroids pass very close by.
Boba Fett: Dad! Watch out!
Jango Fett: Stay calm, son. We'll be fine. That Jedi won't be able to follow us through this.
But Obi-Wan ship dives into the asteroid belt after them. In Obi-Wan'S Cockpit, his skill is pushed to the limit as he throws the ship from side to side, avoiding great rocks. Then a huge asteroid tumbles across his path. There seem no way he can avoid it. Obi-Wan fires a couple of aerial torpedoes. They streak toward the asteroid. In Jango's Cockpit, they see the huge explosion as Obi-Wan's ship appears to smash into the asteroid.
Boba Fett: Got him! Yeahhhhh!
Jango Fett: We won't see him again.
Boba Fett laughs. Jango Fett's ship emerges from the asteroid belt and heads down toward the planet of Geonosis. He rides up and stops the bike in front of a campfire. There are bodies of three dead farmers lying beside the campfire. two Eopies are thethered nearby, along with a burned and smoking speeder.
Anakin and Padmé arrive at the Lars farm where he meets his stepbrother Owen and his fiancee Beru as well as his stepfather Cliegg Lars who married Shmi. Anakin is told that Shmi was kidnapped by Tusken Raiders some weeks earlier.
Obi-Wan arrives on Geonosis.
Tatooine Desert - Anakin glides through the desert with incredible speed.
Jawa Camp - Anakin asks the Jawas for directions. A Jawa confers, then points in a particular direction. Anakin gets on the bike and speeds off to where the Jawa pointed.
Anakin tracks her to a Tusken campsite to rescue Shmi.
Anakin finds her in poor condition, and within moments she dies in his arms.
In a fit of rage, he slaughters the entire Tusken community.
After Anakin kills everyone at the campsite, he returns with his mother's body. Anakin reveals his crime to Padmé, who comforts him.
Anakin, Padmé, and the Lars family hold a funeral for Shmi.
On Geonosis, Obi-Wan learns that Count Dooku and Trade Federation Vicroy Nute Gunray have built a new droid army and that Gunray has ordered the assassination of Padmé. Obi-Wan relays this information via hologram to Anakin, who transmits it to the Jedi Council on Coruscant.
However, Obi-Wan is captured by Dooku mid-transmission. The manipulative Dooku unsuccessfully attempts to make an ally of Obi-Wan, and reveals to him that the Republic is being secretly controlled by a mysterious Sith Lord named Darth Sidious. Obi-Wan refuses to believe him, saying that the Jedi would have known if that was the case Once the Jedi learn of Dooku's army, Jedi Master Mace Windu leads a team to Geonosis.
Meanwhile, Jar Jar Binks calls for Chancellor Palpatine to be given emergency powers, with which he can call the recently discovered clone army into battle.
Upon learning that Obi-Wan is in trouble, Anakin and Padmé go to Geonosis to rescue him, but they are captured by Jango during their infiltration of a droid factory, despite Anakin's valiant efforts. Anakin and Padmé are ordered to be publicly executed along with Obi-Wan.