With Padme and R2 at his side Anakin travels to Tatooine in search of his mother, Watto tells him that she now lived with her husband Clegg Lars on a moisture farm. When Anakin arrives Clegg and C-3PO inform him that Shmi was kidnapped by Tusken Raiders. Anakin finds his mother too late, and she dies in his arms. Anakin in a rage slaughters the entire clan of Tusken Raiders. Meanwhile Obi-Wan travels to the planet Geonosis, where he has tracked Jango Fett to, and is captured by an army of battle droids and the rogue Jedi turned Sith lord, Count Dooku.