In this sequel to "Star Wars: Episode 1: The Phantom Menace," it's now ten years later and unrest continues to build in the Republic as a separatist movement is gaining strength and supporters. Supreme Chancellor Palpatine (IAN McDIARMID) is concerned but resolved not to fail, even if the combined numbers and force of the Jedi knights continues to wane.
Things heat up when an assassination attempt is made on Padmé Amidala (NATALIE PORTMAN), the former queen of Naboo and current senator who's arrived to cast an important vote. Concerned about her safety, Palpatine assigns Jedi knight Obi-Wan Kenobi (EWAN McGREGOR) and his young apprentice,
Anakin Skywalker (HAYDEN CHRISTENSEN) to protect her. After another attempt on her life, however, Anakin accompanies her back to her home planet while Obi-Wan sets out to discover who's behind the plot to kill her.
That leads him to a distant, watery planet where he discovers a race of beings that are creating an army of clones reportedly ordered by a former Jedi to be used to defend the Republic. After a violent encounter with bounty hunter Jango Fett (TEMUERA MORRISON) - who was the original host donor for the clones - Obi-Wan reports his findings back to the council including Mace Windu (SAMUEL L. JACKSON) and Jedi master Yoda (FRANK OZ).
Meanwhile, Anakin is filled with all sorts of angst and emotional turmoil - anger towards Obi-Wan for supposedly holding him back, troubling dreams about his mother, Shmi Skywalker (PERNILLA AUGUST), back on his home planet of Tatooine, and a strong romantic attraction toward Padmé who feels the same for him but isn't certain they should pursue a relationship.
They eventually end up on several rescue missions - one to save his mother and the other to rescue Obi-Wan who followed Jango to another planet but is now the prisoner of renegade Jedi knight Count Dooku (CHRISTOPHER LEE) who's gone over to the dark side. With the aid of C-3PO (ANTHONY DANIELS) and R2-D2 (KENNY BAKER), they attempt their rescue and end up in a battle not only for their lives, but also the future of the Republic.