Long ago, Jedi Master Yoda trained a promising young Padawan who would eventually become the stately Jedi Knight Count Dooku. Once dedicated to the Order, the Count himself would train many Jedi in the ways of the Force, but he eventually grew dissatisfied with the Jedi Order, believing the Jedi to blindly serve a corrupt Senate and Galactic Republic.

Lured to the Dark Side through pride and lust for power, Dooku became Darth Tyranus, apprentice to the mysterious Sith Lord Darth Sidious. Secretly aided by his dark master, Count Dooku quickly assumed leadership of the manipulated Separatist Movement, unaware that he too was merely a pawn in Sidious' plot to create a Galactic Empire under his total control.

During the first conflict between the Republic's Clone Army and the Separatist's robotic forces, Obi-Wan Kenobi and his Padawan, Anakin Skywalker, confronted Dooku, who incapacitated both Jedi, a nasty encounter that cost Skywalker his right arm. Their lives were narrowly saved by the intervention of Jedi Master Yoda, who had learned of Dooku's treachery and surmised that he had fallen to the Dark Side. Lightsabers ignited, the Count Dooku and Yoda begin an epic confrontation. Clearly, skill with a lightsaber would not decide the outcome of the duel, and the two combatants exhibited near equal strength in the Force. The duel raged on, noble Jedi pitted against evil Sith, until Dooku threatened the life of the fallen Obi-Wan and Anakin, forcing Yoda to abandon the battle to save his allies and allowing Dooku the opportunity to escape.