Over the course of eleven levels, the player is able to play as three of the film's main protagonists: Obi-Wan Kenobi, Mace Windu and Anakin Skywalker. They are also able to fight various enemies, as well as bosses such as Count Dooku and Jango Fett. The game's plot covers important events from Attack of the Clones such as Anakin battling the Sand People, Obi-Wan tracking Jango and his son Boba, and the Jedi Order's climactic battle with Dooku and the Separatists.
The levels play across planets from the film including Tatooine, Coruscant and Geonosis, and can differ in terms of gameplay. Most levels are played in a 2D side-scrolling beat 'em up manner on foot, in which the player's lightsaber can be used for slashing and deflection attacks. Some levels play out as 3D first-person vehicular chase sequences, such as the speeder chase through Coruscant in pursuit of bounty hunter Zam Wesell early in the film.