Revenge of the Sith starts off with an incredible opening—the intense space battle, followed by Obi-Wan and Anakin landing on the Invisible Hand to rescue Chancellor Palpatine. I’ve watched this moment countless times, and one thing always stands out to me. When Palpatine tells Anakin, “Kill him now,” Dooku looks completely shocked.
We can all see it on his face. But what really gets me thinking is what Dooku was actually feeling in that final moment, with Anakin’s lightsabers crossed at his neck. It turns out he wasn’t just shocked—he felt the weight of complete betrayal. In that instant, Dooku realized he had been nothing more than a pawn in Palpatine’s grand plan. And worst of all, he couldn’t do anything about it. He had no choice but to accept his fate.
Inside Dooku’s Mind During His Duel with Anakin
We don’t really get to see what Dooku was thinking during his fight with Anakin or in his final moments just from watching the movie. But thankfully, Star Wars: Revenge of the Sith by Matthew Stover gives us a deeper look into his thoughts—details that the film doesn’t fully explore.
Let’s go inside Dooku’s mind during those final moments. If you remember the scene, Dooku starts by sending in two Super Battle Droids to help him counter Obi-Wan and Anakin. While Anakin engages Dooku directly, Obi-Wan quickly takes down the droids on the other side. With the distractions gone, Dooku shifts his focus entirely to Obi-Wan, using the Force to choke him before lifting him into the air.
Then, with a powerful Force push, he slams Obi-Wan into the balcony, completely taking him out of the fight. With Obi-Wan disabled, Dooku is left to face Anakin alone, which leads to his final battle.
But here’s where the novel reveals something the movie doesn’t show us, Anakin was struggling at first. That is, until Palpatine stepped in and pushed him toward the dark side. From that moment on, Dooku was completely caught off guard, shocked by the fact that his own master was turning against him right in front of Anakin.
Palpatine could sense Anakin was still holding back, resisting the dark side. While sitting in his “prison,” Palpatine shouted to Anakin, pushing him further, telling him to embrace his rage:
“Don’t fear what you’re feeling, Anakin, use it! Call upon your fury. Focus it, and he cannot stand against you. Rage is your weapon. Strike now! Strike! Kill him!”
Hearing this, Dooku realized something was very wrong. Palpatine wasn’t just encouraging Anakin—he was ordering him to kill Dooku. At that moment, Dooku was completely confused, thinking, “Kill me?”
It was then that everything clicked for Dooku. He wasn’t just being tested—he was being discarded. The book describes his final realization:
“He and Skywalker paused for one single, final instant, blades locked together, staring at each other past a sizzling cross of scarlet against blue. And in that instant, Dooku found himself wondering in bewildered astonishment if Sidious had suddenly lost his mind. Didn’t he understand the advice he’d just given? Whose side was he on, anyway? And through the cross of their blades, he saw in Skywalker’s eyes the promise of hell, and he felt a sickening presentiment that he already knew the answer to that question. Treachery is the way of the Sith.”
Dooku’s Last Thoughts Before Anakin Killed Him
The fight continues, but this time, Anakin fully embraces the dark side, just as Palpatine had urged him to. As the duel reaches its final moments, we see Dooku collapse to his knees, his face filled with shock as he looks toward Palpatine. Meanwhile, Anakin hesitates, clearly conflicted. Then comes the chilling moment when Palpatine says, “Good, Anakin! Good! Kill him!”
The movie shows us Dooku’s shock, but the novel goes even deeper—it reveals that in his final moments, Dooku actually begs for his life. But his pleas mean nothing. Palpatine has already made his decision, and Dooku finally understands the truth.
“As he looks up into the eyes of Anakin Skywalker for the final time, Count Dooku knows that he has been deceived not just today, but for many, many years. That he has never been the true apprentice. That he has never been the heir to the power of the Sith. He has been only a tool. His whole life—all his victories, all his struggles, all his heritage, all his principles and his sacrifices, everything he’s done, everything he owns, everything he’s been, all his dreams and grand vision for the future Empire and the Army of the Sith—have been only a pathetic sham. Because all of it, all of him, adds up only to this. He has existed only for this. This. To be the victim of Anakin Skywalker’s first cold-blooded murder.”
Dooku dies not just at Anakin’s hands, but as the final, discarded piece of Palpatine’s grand plan—realizing too late that he was never meant to rule, only to be replaced.