Writers: George Lucas (screenplay by), Jonathan Hales (screenplay by)
Stars: Hayden Christensen, Natalie Portman, Ewan McGregor
Length: 2h 22min
第二集比第一集劇情豐富不少，也緊張不少。時間是在《星球大戰前傳：魅影危機》後十年，銀河中竄起一股獨立星系力量，由前絕地武士Count Dooku領導，試圖率領一部分星系思·裂銀河共和國。Naboo參議員Padme前往銀河共和國首都，參與反對建立共和軍的議案。絕地武士Obi-Wan Kenobi及他的學徒Anakin Skywalker奉命保護Padme，而Anakin與Padme之間亦發生微妙的感情。Anakin在他母親之死及一連串發生的事件後，暗地裡起著變化。
Anakin: Don’t say that, master. You’re the closest thing I have to a father.
Padme: I’m not afraid to die. I’ve been dying a little bit each day since you came back into my life.
Anakin: What are you talking about?
Padme: I love you.
Anakin: You love me? I thought we had decided not to fall in love. That we’d be forced to live a lie and that it would destroy our lives.
Padme: I think our lives are about to be destroyed anyway. I truly… deeply… love you and before we die I want you to know.
Yoda: Pain, suffering, death I feel. Something terrible has happened. Young Skywalker is in pain. Terrible pain.
Padme: I can’t… We can’t… It’s not possible.
Anakin: Anything is possible, Padme, listen to me.
Padme: No you listen! We live in a real world, come back to it. You’re studying to become a Jedi, I’m… I’m a senator. If you follow your thoughts through to conclusion, it will take us to a place we cannot go, regardless of the way we feel about each other.
Anakin: Then you do feel something!
Padme: I will not let you give up your future for me.
Anakin: You’re asking me to be rational. That is something that I know I cannot do. Believe me, I wish I could just wish away my feelings, but I can’t.