Hey guys. Thanks for the great podcast once again. To get a great bead on the somewhat hazy details in Ep 2 and 3 about how exactly Count Dooku came to be one of the fallen Jedi and a brand spanking new Sith apprentice, and how a secret clone army was ordered out of the “Matchstick-Heads Catalog for Secret Clone Armies” on the installment plan, check out the novelization for Episode III.
In a nutshell, Master Sifo Dyas was actually a real Jedi Master who foresaw dark times coming, and in the sacred Jedi tradition of being a complete moron didn’t warn anyone or let them in on his plan for fighting the dark forces rising. Under a secret mission that (I think) Chancellor Valorum sent him on, he went to the cloners and commissioned the clone army for the republic.
Of course, at the same time, Palpatine (Sidious) has intercepted this mission, so he knows who, what, when and where, and decides to usurp the army as his own, and segue this good fortune into his overall plan for domination.
This all was happening about the time of Phantom Menace. The story with Dooku is that he was quite irritated with the stagnation of the Jedi and their meditative ways. At this point he wasn’t really evil, but he was a bit of a snob (having come from royalty), and wanted real reform of the Jedi order to become a more active and ruling class in the Republic, and not the lackeys of the Senate and Chancellor. He was also kind of a racist, and wasn’t too fond of all the different “inferior” species. His disillusionment with the Jedi came when his beloved apprentice Qui-Gon was murdered on Naboo, afterwhich he lost his faith in the Jedi Council and their impotence.
This was fortunate for Sidious, who needed a new apprentice (he would be keeping a close eye on Anakin, but his upbringing in the Order was part of the plan for his fall), and seduced Dooku with his plans for revolutionary change in the Galaxy. His first task in becoming a Sith Lord was to murder his friend, Sifo Dyas, after getting in his good graces and learning as much as he could about the clone army, then take his place, meeting with the cloners with the Sith agenda of domination at hand.
Dooku, of course, was under the impression (according to the book) that Sidious would allow him control of the Jedi Order (once a sufficient purge of the old guard and alien Jedi had been made) and he would be allowed to reshape it in a new image, to be true guardians of his Order. This is why he is trying to recruit Obi-Wan, who he really felt was like a grandson to him, and even right before the final fight in Episode III tried to convince Palpatine to spare or to try to convert to their side. Dooku unfortunately didn’t realize Palpatine’s true plan and deception until it was a little too late.
I’m sure there are a million little details I’m forgetting, but that’s the gist. Again, great podcast.