Count Dooku, one of the Star Wars saga’s most complex villains, might have been trying to overthrow Palpatine with Obi-Wan’s help in Star Wars: Episode II – Attack of the Clones. This wouldn’t necessarily be surprising, given Dooku’s Sith Lordship, but it speaks to his intelligence and skill at manipulation, which nearly rival those of his Sith Master, Darth Sidious. Count Dooku’s fall to the dark side and assumption of the Sith identity of Darth Tyranus is comparably tragic to Anakin Skywalker’s fall from grace. Dooku became a Sith Lord in the hopes of destroying corruption and injustice, which the Jedi and Republic were perpetuating. However, as a Sith Lord, Dooku’s use of the dark side turned him into a far worse source of tyranny than the institutions he’d left, twisting him into the conniving murderer who conspired against his master but perhaps still had reservations about the Sith Order.

It is the nature of the Sith to betray one another. In both Star Wars continuities, Sith in-fighting was a greater threat to their order than even their ancient enemies, the Jedi. While the specific details differ between canon and Legends, both timelines establish that Darth Bane mitigated the inevitable betrayals among Sith Lords by creating the Rule of Two, mandating that there must always be only a pair of Sith Lords. The Sith Master constantly seeks a new and stronger pupil while the Sith Apprentice plots to usurp their master and train their own apprentice. Palpatine trained Dooku well but, as shown in the films, ultimately replaced him with Anakin Skywalker, a.k.a. Darth Vader.

Related: How Count Dooku Turned The Galaxy Against The Republic

Count Dooku was a brilliant leader and tactician and was undoubtedly fully aware of Palpatine’s intention to replace him, but he never suspected that it’d be with the Jedi Knight who opposed the Sith throughout the Clone Wars. Dooku had notably trained several unofficial Sith apprentices during the Clone Wars in both canon and Legends, working towards an eventual betrayal of Palpatine, but his words to Obi-Wan Kenobi in Attack of the Clones suggest more than simple manipulation. Dooku likely saw Obi-Wan as the best possible dark side pupil to eventually overthrow Palpatine, so his words worked in two ways. In addition to playing into Palpatine’s grand plan of putrefying the Republic into a fascist state, Dooku was also creating the possibility of having a potent dark side user at his side when he eventually turned on Palpatine.

Count Dooku Truly Wanted To Overthrow Palpatine With Obi-Wan

Obi-Wan is held in stasis while Dooku talks with him on Geonosis

Despite having trained Obi-Wan’s mentor, Qui-Gon Jinn, Dooku and Obi-Wan never met before the former became a Sith Lord. Dooku expressed sadness at this fact in Attack of the Clones, which is understandable, given both of their fondness for the late Qui-Gon Jinn. Dooku recognized similarities between Kenobi and the notoriously-free thinking Jinn, likely feeling that Kenobi would be open to joining him. Even before Obi-Wan discovered that Dooku had fallen to the dark side, he refused out of loyalty to the Republic and distaste for the Separatists’ oppressive leadership.

Unsurprisingly, this disappointed Dooku, who likely also sought to recruit Obi-Wan for his strength in the Force and skill in combat. Obi-Wan is a humble and understated warrior in the Star Wars saga who bisected a fully trained Sith Lord during his time as a padawan and fought Jango Fett (a notoriously-skilled Jedi killer) shortly before he met Dooku. Had Obi-Wan joined Dooku, he’d have been a far more powerful Sith apprentice than anybody Dooku trained in Star Wars canon or Legends, and their combined strength might have been enough to truly challenge Palpatine.

Count Dooku Plotted Against Palpatine With Ventress

Asajj Ventress fighting.

As revealed in Star Wars: The Clone Wars, Dooku trained Asajj Ventress as his unofficial Sith assassin not only to have a deadly Separatist agent at his disposal but as a true Sith Apprentice to help him overthrow Palpatine and take his place as the Sith Master. Palpatine sensed this betrayal as Ventress grew in strength, ordering Dooku to turn on her, which he did faithfully. Ventress’ replacement, Savage Oppress, was likely intended to serve the same purpose, but Dooku’s tutelage of the Dathomirian was extremely short-lived. Though an undeniably deadly dark side-user, Asajj Ventress would never have posed the same threat to Palpatine as a hypothetical dark side-corrupted Obi-Wan working alongside Dooku.

Related: Anakin's Clone Wars Duels With Count Dooku Improved His Prequels Story

Count Dooku Might Have Had Second Thoughts About The Sith

Count Dooku prepares to do battle with Anakin and Obi-Wan in Star Wars Attack of the Clones

Although Dooku had fallen to the dark side and was a Sith Lord by the time he first met Obi-Wan, he might not have been so far gone that redemption was impossible. Dooku left the Jedi Order and eventually joined the Sith out of frustration with the former’s corruption and perpetuation of injustice in the galaxy. Dooku was desperate to have the strength to make a real difference in the galaxy, leaving him susceptible to the allure of the dark side of the Force. Like so many before (and after) him, Dooku made the Faustian bargain and embraced the dark side, not realizing in time that he’d become the very evil he wished to destroy. Despite this, Dooku had spent most of his life as a Jedi, and his goals were not impossible as a Jedi Master, so his desire to “destroy the Sith” with Obi-Wan might not have been a bluff.

Dooku’s potential for redemption was, tragically, highlighted in the Legends-era novel Yoda: Dark Rendezvous, where Dooku’s Jedi mentor nearly convinced him to come back to the Jedi Order and help defeat his master as a Jedi, not a Sith. Dooku misunderstood the arrival of Anakin and Obi-Wan at their meeting spot as an assassination attempt, destroying any possibility of his redemption. If Obi-Wan accepted Dooku’s offer in Attack of the Clones, however, he might have successfully turned Dooku away from the dark side, possibly even leading to Palpatine’s defeat.

Why Count Dooku Failed To Overthrow Palpatine

Count Dooku killed by Anakin Skywalker in Star Wars Revenge of the Sith

Dooku is one of the Star Wars saga’s most intelligent villains and one of its greatest lightsaber and dark side combatants, but he still pales in comparison to Palpatine's power. Despite Dooku’s skill and intellect, he wouldn’t have been able to successfully overthrow Palpatine with any of his dark side apprentices in canon or Legends. The combined strength of Dooku and a dark side-turned Obi-Wan might have been a challenge for Palpatine in combat, but he’d likely have a contingency in place to defeat them without a duel even taking place. Dooku was, ultimately, a placeholder for Darth Vader, as far as Palpatine was concerned, and the only way Dooku would stand a chance against his Sith mentor would be if he’d gone back to the Jedi Order as an ally, something that the Star Wars prequels made possible when Dooku tried to recruit Obi-Wan Kenobi.

Next: Star Wars Reveals Palpatine Always Planned To Kill Count Dooku