Updated on August 31st, 2021 by Derek Draven: Count Dooku's introduction in Star Wars: Episode II - Attack of the Clones was a welcome addition to the franchise's character roster, and his portrayal by the late great actor Christopher Lee was music to the ears of many fans. However, the mystery of Dooku's character also gave rise to a lot of questions that fans had about his backstory and motivation.

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Though he was only present for one scene in Revenge of the Sith, it was enough to lay the groundwork for more character exposition, including his multiple rivalries in the Star Wars: The Clone Wars TV show. As that material grew, things made less and less sense about Count Dooku. Fans may never get an explanation for the more nonsensical aspects of the character.

His Initial Fall

Split image of Count Dooku as a youngling and a padawan in Star Wars

Dooku was a loyal and wise member of the Jedi Order, eventually rising to the rank of Master. However, he became disillusioned with the Jedi's increasing involvement in politics, which he believed came at the cost of lives. After reclaiming his birthright and family fortune, Dooku was approached by Darth Sidious and turned to the dark side.

This fall seems incredibly odd for someone of Dooku's character, who widely regarded anything Sith-related with revulsion. While his frustration with the Council and galactic affairs was an exploit that Sidious could capitalize on, it seems particularly odd that Dooku would side with him so easily.

The Killing Of Sifo-Dyas

Split image of Count Dooku and Sifo-Dyas from Star Wars

The Jedi known as Sifo-Dyas has a complex backstory when it comes to the Clone Wars. He commissioned the clone army to be created on Kamino, a fact kept secret from both the Jedi Order and the Republic. Dooku and Sifo-Dyas were secretly in league when it came to this plan, but it doesn't explain the former's next move.

After securing the production of the army, Dooku had Sifo-Dyas murdered by the Pyke Syndicate. Although he had fallen to the dark side, it seems incomprehensible for Dooku to snuff out a man whom he had literally grown up with, ever since his days as a youngling. It would have been far more likely that Dooku would have tried to first lure him to the dark side.

Why Did The Jedi Dismiss Him As A Threat?

Jedi Master Ki-Adi-Mundi and Count Dooku from Star Wars

It's been firmly established that the Jedi Order was already on the decline during the events of Attack of the Clones. It's logical that the dark side energies infecting the Jedi Temple caused them to overlook the growing Sith menace around them. What's less logical is the fact that the Jedi Order completely dismisses the notion that Count Dooku is running the Separatist forces.

They claim that his former training as a Jedi would never have led him down such a path, despite knowing that countless Jedi over the millennia have either been exiled or fallen to the dark side in equal measure. This was one of Yoda's biggest mistakes in the Star Wars series, as he should have anticipated the Sith conspiracy.

Why Doesn't He Reveal Palpatine's Identity To Obi-Wan?

Split image of Obi-Wan and Count Dooku discussing the Sith in Star Wars: Attack of the Clones

One of the oddest aspects of Count Dooku's character is his seeming double-agent status throughout the films. During the events of Attack of the Clones, Dooku captures Obi-Wan Kenobi on the planet Geonosis, and the two share a long discussion about events yet to unfold in the galaxy.

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Dooku reveals that a Sith Lord named Darth Sidious is in control of the Galactic Senate and only stops just short of identifying the actual culprit. This revelation would have placed undue scrutiny on Palpatine, just as the final phase of his plan was taking shape. Given how his character becomes more cold and malevolent through the events of the Clone Wars TV series, it's possible he was having doubts about his role in Sidious' plan.

Why Doesn't He Speak To Yoda About Sidious?

Yoda confronts Count Dooku on Geonosis in Star Wars: Attack of the Clones

After failing to convince Obi-Wan Kenobi of Darth Sidious' influence over the Galactic Senate, Dooku was forced to contend with Republic forces attacking his base on Geonosis, which proved to be two of the best multi-Jedi lightsaber duels of the Star Wars series. Dooku fled, but not before being interrupted by Kenobi and Skywalker, whom he both defeated.

When his old master Yoda showed up to battle him, Dooku made no attempt to share the same information that he had with Kenobi. This seems incredibly odd, as Yoda of all people would have listened to his warnings about a Sith Lord in a position of great power. Yet, he leaves it to Obi-Wan to share the news.

So Many Apprentices

Split image of Asajj Ventress, Savage Opress and Quinlan Vos from Star Wars

The Sith Rule of Two means that only a Master and an apprentice may serve the Sith Order. However, that hasn't stopped the Sith from using dark side underlings in their schemes, such as Palpatine's Inquisitors. Dooku didn't seem to follow this logic, as he took many apprentices with a specific purpose.

Dooku trained Asajj Ventress, General Grievous, Savage Opress and Quinlan Vos in the ways of the dark side. All but Grievous were intended to aid him in overthrowing Darth Sidious, which begs the question as to why the Sith Lord didn't murder Dooku outright for his repeated and obvious treachery.

Why Does He Take On Obi-Wan & Anakin?

Count Dooku battles Obi-Wan Kenobi and Anakin Skywalker in Star Wars: Revenge of the Sith

The opening act of Star Wars: Revenge of the Sith shows Obi-Wan and Anakin on a mission to rescue Chancellor Palpatine from Dooku's clutches. They arrive to find him prepared for a rematch, prompting one of Dooku's best quotes in the Star Wars series. However, the fight itself doesn't make a lot of sense from a logical standpoint.

By this time, Dooku would have known that Anakin Skywalker's abilities had grown by leaps and bounds, to the point where they'd exceed his own. Going one-on-one with Skywalker was tough enough, but it makes little sense that Dooku would have added further risk by tackling Kenobi at the same time.

Not Killing Obi-Wan

Count Dooku traps Obi-Wan under wreckage in Star Wars: Revenge of the Sith

Dooku's reluctance to kill Obi-Wan Kenobi during both of their battles seems incredibly odd, especially given what was at stake. In Attack of the Clones, Dooku manages to separate Anakin off from the fight by hitting him with a barrage of Force lightning, leaving him and Kenobi alone to fight it out.

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The latter is easily subdued by Dooku's superior lightsaber skill, but rather than strike him down, he merely injures him. This might have been on purpose in order to give Anakin a counterbalance as he began falling to the dark side, but the reasoning doesn't pan out during their second fight. Once again, Dooku incapacitates Kenobi, when his death would have served a far greater purpose.

His Lightsaber Combat Style

Count Dooku prepares to fight Obi-Wan Kenobi in Star Wars: Attack of the Clones

Part of the reason for Dooku's success against lightsaber-wielding opponents is his dedication to Form II, or Makashi. This style was designed specifically for saber combat, yet Dooku chose to train in it during an age when the Sith had seemingly been eliminated. As such, most Jedi focused on lightsaber styles designed to guard against blaster attacks and other weapons.

The most puzzling part about Dooku's lightsaber prowess is the fact that he neglected to supplement it with another style. Form II is vulnerable to heavy strikes, which is how Anakin managed to overpower him in Revenge of the Sith. Surely a man like Dooku, who tackled such incredibly dangerous lightsaber-wielding opponents in the past would have taken steps to mitigate any risks.

His Surprise At Sidious' Betrayal

Anakin prepares to kill Count Dooku on Chancellor Palpatine's order in Star Wars: Revenge of the Sith

Dooku's final battle against Skywalker would end up being his undoing. It was the final catalyst Palpatine needed to oust his former apprentice and make way for a new one. But Dooku was surprised by the sudden betrayal, which doesn't make sense. The Sith ideology necessitates betrayal and treachery as a means to keep the Order strong, which means Dooku should have accepted his fate.

This is firmly established in supplemental material when the Nightsister Mother Talzin revealed that Sidious was planning to have him replaced with another apprentice. Of all the emotions Dooku should have felt at that moment, surprise certainly isn't one of them. It stands as one of the worst plans that backfired in the Star Wars prequels.

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