Sources:

• IMSDb Episode 1 - The Phantom Menace
• IMSDb Episode 2 - Attack of the Clones
• IMSDb Episode 3 - Revenge of the Sith

Table of Contents:

• Jump to Episode 1 - The Phantom Menace
• Jump to Episode 2 - Attack of the Clones
• Jump to Episode 3 - Revenge of the Sith

Star Wars: Episode 1:The Phantom Menace

TITLE CARD : A long time ago in a galaxy far, far away....

A vast sea of stars serves as the backdrop for the main title, followed by
a roll up, which crawls up into infinity.

EPISODE 1 THE PHANTOM MENACE

Turmoil has engulfed the Galactic Republic. The taxation of trade routes to
outlaying star systems is in dispute.
Hoping to resolve the matter with a blockade of deadly battleships, the
greedy Trade Federation has stopped all shipping to the small planet of
Naboo.
While the congress of the Republic endlessly debates this alarming chain of
events, the Supreme Chancellor has secretly dispatched two Jedi Knights,
the guardians of peace and justice in the galaxy, to settle the
conflict.....

PAN DOWN to reveal a small space cruiser heading TOWARD CAMERA at great
speed. PAN with the cruiser as it heads towardthe beautiful green planet of
Naboo, which is surrounded by hundreds of Trade Federation battleships.

INT. REPUBLIC CRUISER - COCKPIT


In the cockpit of the cruise, the CAPTAIN and PILOT maneuver closer to one
of the battleships.

QUI-GON : (off screen voice) Captain.

The Captain turns to an unseen figure sitting behind her.

CAPTAIN : Yes, sir?
QUI-GON : (V.O) Tell them we wish to board at once.
CAPTAIN : Yes, sir.

The CAPTAIN looks to her view screen, where NUTE GUNRAY, a Neimoidian trade
viceroy, waits for a reply.

CAPTAIN : (cont'd) With all due respect for the Trade Federation, the
Ambassodors for the Supreme Chancellor wish to board immediately.
NUTE : Yes, yes, of coarse...ahhh...as you know, our blockade is perfectly
legal, and we'd be happy to recieve the Ambassador...Happy to.

The screen goes black. Out the cockpit window, the sinister battleship
looms ever closer.

EXT. FEDERATION BATTLESHIP - DOCKING BAY - SPACE (FX)

The small space cruiser docks in the enormous main bay of the Federation
battleship.

INT. FEDERATION BATTLESHIP - DOCKING BAY - SPACE

A PROTOCOL DROID, TC-14, waits at the door to the docking bay. Two WORKER
DROIDS, PK-4 and EG-9 watch.

PK-4 : They must be important if the Viceroy sent one of those useless
protocol gearheads to greet them.

The door opens, and the Republic cruiser can be seen in the docking bay.
Two darkly robed figures are greeted by TC-14.

TC-14 : I'm TC-14 at your service. This way, please.

They move off down the hallway.

EG-9 : A Republic cruiser! That's trouble...don't you think?
PR-4 : I'm not made to think.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

A door slides open, and the two cloaked shapes are led PAST CAMERA into the
formal conference room by TC-14.

TC-14 : I hope you honoured sirs with the most comfortable here. My master
will be with you shortly.

The droid bows before OBI-WAN KENOBI and QUI- GON JINN. He backs out the
door and it closes. The JEDI lower their hoods and look out a large window
at the lush green planet of Naboo. QUI-GON sixty years old, has long white
hair in a ponytail. He is tall and striking, with blue eyes. OBI-WAN is
twenty five, with very short brown hair, pale skin, and blue eyes. Several
exotic, bird-like creatures SING in a cage near the door.

OBI-WAN : I have a bad feeling about this.
QUI-GON : I don't sense anything.
OBI-WAN : It's not about the mission, Master, it's
something...elsewhere...elusive.
QUI-GON : Don't center on your anxiety, Obi-Wan. Keep your concentration
here and now where it belongs.
OBI-WAN : Master Yoda says I should be mindful of the future...
QUI-GON : .....but not at the expense of the moment. Be mindful of the
living Force, my young Padawan.
OBI-WAN : Yes, Master...how do you think the trade viceroy will deal with
the chancellor's demands?
QUI-GON : These Federation types are cowards. The negotiations will be
short.

INT. FEDERATION BATTLESHIP - BRIDGE

NUTE GUNRAY and DAULTRAY DOFINE stand, stunned, before TC-14.

NUTE : (shaken) What?!? What did you say?
TC-14 : The Ambassadors are Jedi Knights, I believe.
DOFINE : I knew it! They were sent to force a settlement, eh. Blind me,
we're done for!

INT. FEDERATION BATTLESHIP - HALLWAY

A hologram of NUTE , surrounded by BATTLE DROIDS, appears in the conference
room hallway.

NUTE : They must be dead by now. Blast, what's left of them.

The hologram fades off, as a BATTLE DROID, OWO-1, cautiously opens the
door. A deadly green cloud billows from the room. BATTLE DROIDS cock their
weapons as a figure stumbles out of the smoke. It is TC-14 , carrying the
tray of drinks.

TC14 : Oh, excuse me, so sorry.

The PROTOCOL DROID passes the armed camp just as two flashing laser swords
fly out of the deadly fog, cutting down several BATTLE DROIDS before they
can fire.

INT. FEDERATION BATTLESHIP - BRIDGE

The bridge is a cocophony of alarms. NUTE and RUNE watch OWO-1 on the
viewscreen.

OWO-1 : Not sure exactly what...

OWO-1 is suddenly cut in half in mid-sentence. RUNE gives NUTE a worried
look.

NUTE : What in blazes is going on down there?
RUNE : Have you ever encountered a Jedi Knight before, sir?
NUTE : Well, not exactly, but I don't...(panicked) Seal off the bridge.
RUNE : That won't be enough, sir.

The doors to the bridge SLAM shut.

NUTE : I want destroyer droids up here at once!!!
RUNE : We will not survive this.

INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE

QUI-GON cuts several BATTLE DROIDS in half, creating a shower of sparks and
metal parts. OBI-WAN raises his hand, sending several BATTLE DROIDS
crashing into the wall.

QUI-GON makes his way to the bridge door and begins to cut through it.

INT. FEDERATION BATTLESHIP - BRIDGE

The CREW is very nervous as sparks start flying around the bridge door.
QUI-GON and OBI-WAN are on the view screen.

NUTE : Close the blast doors!!!

The huge, very thick blast door slams shut, followed by a second door, then
a third. There is a hissing sound as the huge doors seal shut. QUI-GON tabs
the door with his sword. The screen goes black as a red spot appears in the
center of the blast door.

RUNE : ...They're still coming through!

On the door, chunks of molten metal begin to drop away.

NUTE : Impossible!! This is impossible!!
RUNE : Where are those destroyer droids?!

INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE

Ten ugly destroyer WHEEL DROIDS roll down the hallway at full speed. Just
before they get to the bridge area, they stop and transform into their
battle configuration. QUI-GON can't see them but senses their presence.

QUI-GON : Destroyer droids!
OBI-WAN : Offhand, I'd say this mission is past the negotiaion stage.

The WHEEL DROIDS, led by P-59, rush the entry area from three hallways,
blasting away with their laser guns. They stop firing and stand in a
semi-circle as the smoke clears. OBI-WAN and QUI-GON are nowhere to be
seen.

P-59 : Switch to bio...There they are!

The Jedi materialize at the far end of the hallway and dash through the
doorway that slams shut. The WHEEL DROIDS blast away at the two JEDI with
their laser swords.

OBI-WAN : They have shield generators!
QUI-GON : It's a standoff! Let's go!

INT. FEDERATION BATTLESHIP - BRIDGE

NUTE and RUNE stand on the bridge, watching the view screen as the WHEEL
DROIDS' POV speeds to the doorway.

RUNE : We have them on the run, sir...they're no match for destroyer
droids.
TEY HOW : Sir, they've gone up the ventilation shaft.

INT. FEDERATION BATTLESHIP - MAIN BAY

QUI-GON and OBI-WAN appear at a large vent in a giant hanger bay. They are
careful not to be seen. Thousands of BATTLE DROIDS are loading onto landing
craft.

QUI-GON : Battle droids.
OBI-WAN : It's an invisible army.
QUI-GON : It's an odd play for the Trade Federation. We've got to warn the
Naboo and contact Chancellor Valorum. Let's split up. Stow aboard separate
ships and meet down on the planet.
OBI-WAN : You were right about one thing, Master. The negotiations were
short.

INT. FEDERATION BATTLESHIP - BRIDGE

TEY HOW recieves a transmission.

TEY HOW : Sir, a transmission from the planet.
RUNE : It's Queen Amidala herself.
NUTE : At last we're getting results.

On the view screen, QUEEN AMIDALA appears in her throne room. Wearing her
elaborate headdress and robes, she sits, surrounded by the GOVERNING
COUNCIL and FOUR HANDMAIDENS, EIRTAE, YANE, RABE, and SACHE.

NUTE : (cont'd) Again you come before me, Your highness. The Federation is
pleased.
AMIDALA : You will not be pleased when you hear what I have to say,
Viceroy...Your trade boycott of our planet has ended.

NUTE smirks at RUNE.

NUTE : I was not aware of such a failure.
AMIDALA : I have word that the Senate is finally voting on this blockade of
yours.
NUTE : I take it you know the outcome. I wonder why they bother to vote.
AMIDALA : Enough of this pretense, Viceroy! I'm aware the Chancellor's
Ambassadors are with you now, and that you have beencommanded to reach a
settlement.
NUTE : I know nothing about any Ambassadors...you must be mistaken.

AMIDALA, surprised at his reaction, studies him carefully.

AMIDALA : Beware, Viceroy....the Federation is going too far this time.
NUTE : Your Highness, we would never do anything without the approval of
the Senate. You assume too much.
AMIDALA : We will see.

The QUEEN fades off, and the view screen goes black.

RUNE : She's right, the Senate will never....
NUTE : It's too late now.
RUNE : Do you think she suspects an attack?
NUTE : I don't know, but we must move quickly to disrupt all communications
down there.

INT. NABOO PALACE - THRONE ROOM

The QUEEN, EIRTAE, SACHE and her Governor, SIO BIBBLE, stand before a
hologram of SENATOR PALPATINE, a thin, kindly man.

PALPATINE : ...How could that be true? I have assurances from the
Chancellor...his Ambassaodrs did arrive. It must be
the...get...negotiate...

The hologram of PALPATIONE sputters and fades away.

AMIDALA : Senator Palpatine?!? (turns to Panaka) What's happening?

CAPTAIN PANAKA turns to his SARGEANT

CAPT. PANAKA : Check the transmission generators...
BIBBLE : A malfunction?
CAPT. PANAKA : It could be the Federation jamming us. Your Highness.
BIBBLE : A communications disruption can only mean one thing. Invasion.
AMIDALA : Don't jump to conclusions, Governor. The Federation would not
dare go that far.
CAPT. PANAKA : The Senate would revoke their trade franchise, and they'd be
finished.
AMIDALA : We must continue to rely on negotiation.
BIBBLE : Negotiation? We've lost all communications!...and where atre the
Chancellors Ambassadors? How can we negotiate? We must prepare to defend
ourselves.
CAPT. PANAKA : This is a dangerous situation, Your Highness. Our security
volunteers will be no match against a battle-hardened Federation army.
AMIDALA : I will not condone a course of action that will lead us to war.

EXT. SPACE LANDING CRAFT - TWILIGHT (FX)

Six landing craft fly in formation toward the surface of the planet Naboo.

EXT. NABOO SWAMP - SHALLOW LAKE - TWILIGHT

Three landing craft slowly descend through the cloud cover of the
perpetually gray twilight side of the planet. One by one, the Federation
warships land in the eerie swamp.
OBI-WAN's head emerges from the mud of a shallow lake. For in the
background, the activities of the invasion force can be seen in the mist.
OBI-WAN takes several deep breaths, then dissapears again under the muddy
swamp. Troop Transports (MTT's) emerge from the landing craft.

EXT. NABOO EDGE OF SWAMP / GRASS PLAINS - TWILIGHT (FX)

The droid invasion force moves out of the swamp and onto a grassy plain.
OOM-9, in his tank, looks out over the vast ARMY marching across the
rolling hills. A small hologram of RUNE and NUTE stands on the tank.

RUNE : ...and there is no trace of the Jedi. They may have gotton onto one
of your landing craft.
OOM-9 : If they are down here, sir, we'll find them. We are moving out of
the swamp and are marching on the cities. We are meeting no resistance.
NUTE : Excellent.

EXT. NABOO SWAMP - TWILIGHT

QUI-GON runs through the strange landscape, glancing back to see the
monstrous troop transports, emerging from the mist. Animals begin to run
past him in a panic.
An odd, frog-like Gungan, JAR JAR INKS, squats holding a clam he has
retrieved from the murky swamp. The shell pops open. JAR JAR's greta tongue
snaps out and grabs the clam, swallowing it in one gulp.
JAR JAR looks up and sees QUI-GON and the other creatures running like the
wind toward him. One of the huge MTT's bears down on the JEDI like a
charging locomotive. JAR JAR stands transfixed, still holding the clam
shell in one hand.

JAR JAR : Oh, noooooooooo!

JAR JAR drops the shell and grabs onto QUI-GON as he passes. The JEDI is
caught by surprise.

JAR JAR : (Cont'd) Hey, help me! Help me!!
QUI-GON : Let go!

The machine is about tp crush them as QUI-GON drags JAR JAR behind him.
Just as the transport is about to hit them, QUI-GON drops, and JAR JAR goes
splat into the mud with him. The transport races overhead.
QUI-GON and JAR JAR pull themselves out of the mud. They stand watching the
war machine dissapear into the mist. JAR JAR grabs QUI-GON and hugs him.

JAR JAR : Oyi, mooie-mooie! I luv yous!

The frog-like creature kisses the JEDI.

QUI-GON : Are you brainless? You almost got us killed!
JAR JAR : I spake.
QUI-GON : The ability to speak does not make you intelligent. Now get outta
here!

QUI-GON starts to move off, and JAR JAR follows.

JAR JAR : No...no! Mesa stay...Mesa yous humble servaunt.
QUI-GON : That wont be necessary.
JAR JAR : Oh boot tis! Tis demunded byda guds. Tis a live debett, tis. Mesa
culled Jaja Binkss.

In the distance, two STAPS burst out of the mist at high speed, chasing
OBI-WAN.

QUI-GON : I have no time for this now...
JAR JAR : Say what?

The two STAPS barrell down on OBI-WAN.

JAR JAR : (cont'd) Oh, nooooo! Weesa ganna....

QUI-GON throws JAR JAR into the mud.

QUI-GON : Stay down!

His head pops up.

JAR JAR : ...dieeee!

The two troops fire laser bolts at OBI-WAN. QUI-GON deflects the bolts
back, and the STAPS blow up. One-two. OBI-WAN is exhausted and tries to
catch his breath.

OBI-WAN : Sorry, Master, the water fried my weapon.

OBI-WAN pulls out his burnt laser sword handle. QUI-GON inspects it, as JAR
JAR pulls himself out of the mud.

QUI-GON : You forgot to turn your power off again, didn't you?

OBI-WAN nods sheeplishly.

QUI-GON : (cont'd) It won't take long to recharge, but this is a lesson I
hope you've learned, my young Padawan.
OBI-WAN : Yes, Master.
JAR JAR : Yousa sav-ed my again, hey?
OBI-WAN : What's this?
QUI-GON : A local. Let's go, before more of those droids show up.
JAR JAR : Mure? Mure did you spake??!?

OBI-WAN and QUI-GON start to run. JAR JAR tries to keep up.

JAR JAR : (cont'd) Ex-squeeze me, but da moto grande safe place would be
Otoh Gunga. Tis where I grew up...Tis safe city.

They all stop.

QUI-GON : A city! (JAR JAR nods his head) Can you take us there?
JAR JAR : Ahhh, will...on second taut...no, not willy.
QUI-GON : No??!
JAR JAR : Iss embarrissing, boot... My afrai my've bean banished. My
forgoten der Bosses would do terrible tings to my. Terrible tings if my
goen back dare.

A PULSATING SOUND is heard in the distance.

QUI-GON : You hear that?

JAR JAR shakes his head yes.

QUI-GON : (cont'd) That's the sound of a thousand terrible things heading
this way...
OBI-WAN : When they find us, they will crush us, grind us into little
pieces, then blast us into oblivion!
JAR JAR : Oh! Yousa point is well seen. Dis way! Hurry!

JAR JAR turns and runs into the swamp.

EXT. NABOO SWAMP LAKE - TWILIGHT

QUI-GON, OBI-WAN and JAR JAR run into a murky lake and stop as JAR JAR
tries to catch his breath. The TRANSPORTS ARE HEARD in the distance.

QUI-GON : Much farther?
JAR JAR : Wesa goen underwater, okeyday?

QUI-GON and OBI-WAN pull out small capsule from their utility belts that
turn into breathing masks.

JAR JAR : (cont'd) My warning yous. Gungans no liken outlaunders. Don't
expict a wern welcome.
OBI-WAN : Don't worry, this has not been our day for warm welcomes.

JAR JAR jumps, does a double somersault with a twist, and dives into the
water.
Breath masks on, QUI-GON and OBI-WAN wade in after him.

EXT. NABOO LAKE - UNDERWATER

QUI-GON and OBI-WAN swim behind JAR JAR, who is very much at home in the
water. Down they swim into murky depths. In the distance the glow of Otoh
Gunga, an underwater city made up of large bubbles, becomes more distinct.
They approach the strange, art nouveau habitat. JAR JAR swims magically
through one of the bubble membranes, which seals behind him. OBI-WAN and
QUI-GON follow.

INT. OTOH GUNGA - CITY SQUARE

GUNGANS in the square scatter when they see the strange JEDI. Four GUARDS
armed with long electro-poles ride two-legged KAADUS into the square. The
GUARDS, led by CAPTAIN TARPALS, point their lethal poles at the dripping
trio.

JAR JAR : Heyo-dalee, Cap'n Tarpals, Mesa back!
CAPT. TARPALS : Noah gain, Jar Jar. Yousa goen tada Bosses. Yousa in big
dudu this time.

CAPT. TARPALS gives JAR JAR a slight zap with his power pole. JAR JAR jumps
and moves off, followed by the two JEDI.

JAR JAR : How wude.

INT. OTOH GUNGA - HIGH TOWER BOARD ROOM

The Bosses' Board Room has bubble walls, with small lighted fish swimming
around outside like moving stars. A long circular judge's bench filled with
GUNGAN OFFICIALS dominates the room. OBI-WAN and QUI-GON stand facing BOSS
NASS, who sits on a bench higher than the others.

BOSS NASS : Yousa cannot bees hair. Dis army of mackineeks up dare tis new
weesong!
QUI-GON : That droid army is about to attack the Naboo. We must warn them.
BOSS NASS : Wesa no like da Naboo! Un dey no like uss-ens. Da Naboo tink
day so smarty den us-ens. Day tink day brains so big.
OBI-WAN : After those droids take control of the surface, they will come
here and take control of you.
BOSS NASS : No, mesa no tink so. Mesa scant talkie witda Naboo, and no
nutten talkie it outlaunders. Dos mackineeks no comen here! Dey not know of
uss-en.
OBI-WAN : You and the Naboo form a symbiont circle. What happens to noe of
you will affect the other. You must understand this.
BOSS NASS : Wesa wish no nutten in yousa tings, outlaunder, and wesa no
care-n about da Naboo.
QUI-GON : (waves his hand) Then speed us on our way.
BOSS NASS : Wesa gonna speed yousaway.
QUI-GON : We need a transport.
BOSS NASS : Wesa give yousa una bongo. Da speedest way tooda Naboo tis goen
through da core. Now go.
QUI-GON : Thank you for your help. We go in peace.

QUI-GON and OBI-WAN turn to leave.

OBI-WAN : Master, whats a bongo?
QUI-GON : A transport, I hope.

The JEDI notice JAR JAR in chains to one side, waiting to hear his verdict.
QUI-GON stops. JAR JAR gives him a forlorn look.

JAR JAR : Daza setten yous up. Goen through da planet core is bad bombin!!
QUI-GON : Thank you, my friend.
JAR JAR : Ahhh...any hep hair would be hot.

JAR JAR's soulful look is counterpointed by a sheepish grin.

OBI-WAN : We are short of time, Master.
QUI-GON : We'll need a navigator to get us through the planet's core. This
Gungan my be of help.

QUI-GON walks bact to BOSS NASS.

QUI-GON : (cont'd) What is to become of Jar Jar Binks here?
BOSS NASS : Binkss brokeen the nocombackie law. Hisen to be pune-ished.
QUI-GON : He has been a great help to us. I hope the punishment will not be
too severe.
BOSS NASS : Pounded unto death.
JAR JAR : (grimacing) Oooooh...Ouch!

OBI-WAN looks concerned. QUI-GON is thinking.

QUI-GON : We need a navigator to get us through the planet's core. I have
saved Jar Jar Binks' life. He owes me what you call a "life.debt."
BOSS NASS : Binks. Yousa havena liveplay with thisen hisen?

JAR JAR nods and joins the JEDI. QUI-GON waves his hand.

QUI-GON : Your gods demand that his life belongs to me now.
BOSS NASS : Hisen live tis yos, outlauder. Begone wit him.
JAR JAR : Count mesa outta dis! Better dead here, den deader in da
core...Yee guds, whata mesa sayin?!

EXT. NABOO CITY - UNDERWATER - SUB (FX)

A strange little submarine propels itself away from the Otoh Gunga, leaving
the glow of the settlement in the distance.

INT. SUB COCKPIT - UNDERWATER

OBI-WAN in the co-pilots seat, JAR JAR guides the craft.

JAR JAR : Dis is nusen.
OBI-WAN : Master, why do you keep dragging these pathetic life forms along
with us?...Here, take over.
JAR JAR : Hey, ho? Where wesa goen??
QUI-GON : You're the navigator.
JAR JAR : Yo dreamen mesa hopen...,br QUI-GON : Just relax, the Force will
guide us...
JAR JAR : Ooooh, maxibig..."da Force"...Wellen, dat smells stinkowiff.

JAR JAR veers the craft to the left and turns the lights on. The coral
vistas are grand, fantastic, and wonderous.

OBI-WAN : Why were you banished, Jar Jar?
JAR JAR : Tis a long tale, buta small part wawdabe
mesa...ooooh...aaaa.....clumsy.
OBI-WAN : They banished you because you're clumsy?

As the little sub glides into the planet core, a large dark shape begins to
follow.

JAR JAR : Mesa cause-ed mabee one or duey lettal bitty axadentes...yud-say
boom da gasser, un crash Der Bosses heyblibber...den banished.

Suddenly there is a loud CRASH, and the little craft lurches to one side.
QUI-GON looks around and sees a huge, lumimnous OPEE SEA KILLER has hooked
them with its long gooey tongue.

QUI-GON : Full speed ahead.

Instead of full ahead, JAR JAR jams the controls into reverse. The sub
flies into the mouth of the creature.

JAR JAR : Oooops.
OBI-WAN : Give me the controls.

OBI-WAN takes over the controls and the OPEE SEA KILLER instantly releases
the sub from its mouth.

JAR JAR : Wesa free!

As the sub zooms away they see a larger set of jaws, munching on the
hapless KILLER. The jaws belong to the incredible SANDO AQUA MONSTER. The
lights on the tiny sub begin to flicker as they cruise deeper into the
gloom.

QUI-GON : There's always a bigger fish.

INT. FEDERATION BATTLESHIP - BRIDGE

NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

NUTE : The invasion is on schedule, My Lord.
DARTH SIDIOUS : Good. I have the Senate bogged down in procedures. By the
time this incident comes up for a vote, they will have no choice but to
accept your control of the system.
NUTE : The Queen has great faith the Senate will side with her.
DARTH SIDIOUS : Queen Amidala is yound and naive. You will find controlling
her will not be difficult. You have done well, Viceroy.
NUTE : Thank you, My Lord.

DARTH SIDIOUS fades away.

RUNE : You didn't tell him about the missing Jedi?
NUTE : No need to report that to him, until we have something to report.

INT. SUB COCKPIT - UNDERWATER

Sparks are flying, and water is leaking into the cabin. The sound of the
power drive drops.

OBI-WAN : .....we're losing power.

OBI-WAN is working with the sparking wires. JAR JAR panics.

QUI-GON : Stay calm. We're not in trouble yet.
JAR JAR : What yet? Monstairs out dare! Leak'n in here, all'n sink'n, and
nooooo power! You nutsen! WHEN YOUSA TINK WESA IN TROUBLE?!!!?
OBI-WAN : Power's back.

The lights flicker on, revealing an ugly COLO CLAW FISH right in front of
them.

JAR JAR : Monstairs back!

The large COLO CLAW FISH is surprised and rears back. The sub turns around
and speeds away.

JAR JAR : (cont'd) Wesa in trouble now??
QUI-GON : Relax.

QUI-GON puts his hand on JAR JAR's shoulder. JAR JAR relaxes into a coma.

OBI-WAN : You overdid it.

The COLO CLAW FISH leaps after the fleeing sub as it shoots out of the
tunnel and into the waiting jaws of the SANDO AQUA MONSTER.

OBI-WAN (cont'd) This is not good!

JAR JAR regains consciousness.
JAR JAR : Wesa dead yet?? Oie Boie!

JAR JAR's eyes bulge, and he faints again. The sub narrowly avoids the
deadly teeth of the AQUA MONSTER. The COLO CLAW FISH chasing them isn't so
lucky. It is munched in half by the larger predator. The little sub slips
away.

QUI-GON : Head for that outcropping.

EXT. THEED - MAIN ROAD INTO THEED - DAY (FX)

The long columns of the DROID ARMY move down the main road leading to
Theed, the Naboo capital.

EXT. THEED PLAZA - DAY (FX)

As the QUEEN watches helplessly from a window in the palace, a transport
carrying NUTE and RUNE lands in Theed Plaza. They exit the transport.

NUTE : Ah, victory!

INT. NABOO LAKE - UNDERWATER - SUB (FX)

The little sub continue to propel itself toward the surface, which is
brightly lit.

JAR JAR : Wesa dude it!

EXT. THEED - ESTUARY - DAY

Paradise. Billowing clouds frame a romantic body of water. There is a LOUD
RUSH OF BUBBLES, and a small sub bobs to the surface.
The current in the estuary begins to pull the sub backward into a fast
moving river. OBI-WAN switches off the two remaining bubble canopies.
QUI-GON stands up to look around. JAR JAR lets out a sigh of relief.

JAR JAR : Wesa safe now.
QUI-GON : Get this thing started.
JAR JAR : Dissen berry good. Hey?
OBI-WAN : What is it?

JAR JAR looks back to where they're drifting. He sees they are headed for a
huge waterfall.

JAR JAR : What!!?? Oie boie!

OBI-WAN tries to start the engine. The long props behind the sub slowly
begin to rotate. OBI-WAN struggles until finally, a few feet short of the
waterfall, the sub starts and is able to generate enough power to stop
drifting backward in the powerful current. The sub slowly moves forward. In
the background, QUI-GON takes a cable out of his belt. The engine coughs
and dies. They start drifting backward again. JAR JAR panics.

JAR JAR : (cont'd) Iyiiyi, wesa die'n here, hey!

QUI-GON shoots the thin cable, and it wraps itself around a railing on the
shore. The sub pulls the cable taut, and the little craft hangs
precariously over the edge of the waterfall.

QUI-GON : Come on...

OBI-WAN climbs out of the sub and pulls himself along the cable. QUI-GON
starts in after him.

QUI-GON : (cont'd) Come on, Jar Jar.
JAR JAR : No! Too scary!
OBI-WAN : Get up here!
JAR JAR : No a mighty no!

JAR JAR looks back and sees he is hanging over the waterfall.

JAR JAR : (cont'd) Oie boie...mesa comen. Mesa comen!

JAR JAR starts to climb out of the sub. OBI-WAN is on shore and helps to
pull QUI-GON out of the water.

OBI-WAN : That was close.
BATTLE DROID 3B3 : (O.S) Drop your weapons!

The TWO JEDI turn around to see a BATTLE DROID standing in front of them.
JAR JAR climbs up on shore between the JEDI.

BATTLE DROID 3B3 : I said drop your weapons

QUI-GON ignites his laser sword, and in a brief flash, the DROID is cut
down by the JEDI. A stray laser bolt hits the cable and the sub breaks
lose, crashing down the waterfall.
The JEDI move on. JAR JAR reluctantly follows and looks back at the mess.

JAR JAR : Whoa!!!

EXT. THEED - PALACE - DAY

The waterfalls of Theed sparkle in the noonday sun.

INT. THEED - PALACE THRONE ROOM - DAY

QUEEN AMIDALA, SIO BIBBLE, and FIVE OF HER HANDMAIDENS (EIRTAE, YANE,
PADME, RABE, SACHE) are surrounded by TWENTY DROIDS. CAPTAIN PANAKA and
FOUR NABOO GUARDS are also held at gunpoint. NUTE and RUNE stand in the
middle of the room.

BIBBLE : ...how will you explain this invasion to the Senate?
NUTE : The Naboo and the Federation will forge a treaty that will
legitimize our occupation here. I've been assured it will be ratified by
the Senate.
AMIDALA : I will not co-operate.
NUTE : Now, now, your Highness. You are not going to like what we have in
store for your people. In time, their suffering will persuade you to see
our point of view. Commander. (OOM-9 steps forward) Process them.
OOM-9 : Yes, sir! (turns to his sergeant) Take them to Camp Four.

The SERGEANT marches the GROUP out of the throne room.

EXT. PALACE - PLAZA - DAY

QUEEN AMIDALA, PADME, EIRTA, YANE, RABE, SACHE, CAPTAIN PANAKA, SIO
BIBBLE,
and FOUR GUARDS are led out of the palace by ten BATTLE DROIDS. The plaza
is filled with tanks and BATTLE DROIDS, which they pass on their way to the
detention camp. Unbeknownst to them, QUI-GON, OBI-WAN, and JAR JAR sneak
across on a walkway above the plaza and jump from a balcony to begin an
attack to rescue the QUEEN.

FOUR BATTLE DROIDS are instantly cut down. MORE DROIDS move forward and are
also cut down by the JEDIS' flashing lightsabres until there is only the
DROID SERGEANT left. The SERGEANT starts to run but is pulled back to
QUI-GON by the Force, until finally he is dispatched by the JEDI.

JAR JAR : Yousa guys bombad!

QUEEN AMIDALA and the OTHERS are amazed. JAR JAR is getting used to this.
They move between two buildings.

QUI-GON : Your Highness, we are the Ambassadors, for the Supreme
Chancellor.
BIBBLE : Your negotiations seem to have failed, Ambassador.
QUI-GON : The negotiations never took place. Your Highness, we must make
contact with the republic.

CAPTAIN PANAKA steps forward.

CAPT. PANAKA : They've knocked out all our communications.
QUI-GON : Do you have transports?
CAPT. PANAKA : In the main hanger. This way.

THEY disappear down an alleyway as the ALARMS are sounded

INT. CENTRAL HANGER - HALLWAY - DAY

CAPTAIN PANAKA cracks open a side door to the central hanger. QUI-GON looks
in over his shoulder. OBI-WAN, JAR JAR, and the rest of the group are
behind him. They see several Naboo spacecraft guarded by about FIFTY BATTLE
DROIDS. ALARMS can be heard in the distance.

CAPT. PANAKA : There are too many of them.
QUI-GON : That won't be a problem. (to Amidala) Your Highness, under the
circumstances, Isuggest you come to Coruscant with us.
AMIDALA : Thank you, Ambassador, but my place is here with my people.
QUI-GON : They will kill you if you stay.
BIBBLE : They wouldn't dare.
CAPT. PANAKA : They need her to sign a treaty to make this invasion of
theirs legal. They can't afford to kill her.
QUI-GON : The situation here is not what it seems. There is something else
behind all this, Your Highness. There is no logic in the Federation's move
here. My feelings tell me they will destroy you.
BIBBLE : Please, Your Highness, reconsider. Our only hope is for the Senate
to side with us... Senator Palpatine will need your help.
CAPT. PANAKA : Getting past their blockade is impossible, Your Highness.
Any attempt to escape will be dangerous.
BIBBLE : Your Highness, I will stay here and do what I can...They will have
to retain the Council of Governors in order to maintain control. But you
must leave...

The QUEEN turns to PADME and EIRTAE.

AMIDALA : Either choice presents a great risk...to all of us...
PADME : We are brave, Your Highness.
QUI-GON : If you are to leave, Your Highness, it must be now.
AMIDALA : Then, I will plead our case before the Senate. (to Bibble) Be
careful, Governor.

INT. CENTRAL HANGER - DAY

The door opens to the main hanger. QUI-GON, OBI-WAN, JAR JAR, CAPTAIN
PANAKA, TWO GUARDS, and THREE HANDMAIDENS (PADME, EIRTAE, RABE),
followed
by QUEEN AMIDALA, head for a sleek chrome spacecraft. SIO BIBBLE, YANE and
SACHE stay behind. The HANDMAIDENS begin to cry.

CAPT. PANAKA : We need to free those pilots.

CAPTAIN PANAKA points to TWENTY GUARDS, GROUND CREW, and PILOTS held in a
corner by SIX BATTLE DROIDS.

OBI-WAN : I'll take care of that. OBI-WAN heads toward the group of
captured pilots.

QUI-GON and the QUEEN, CAPTAIN PANAKA, JAR JAR, and the rest Of the GROUP
approach the GUARDS at the ramp of the Naboo craft.

GUARD DROID : Where are you going?
QUI-GON : I'm Ambassador for the Supreme Chancellor, and I'm taking those
people to Coruscant.
DROID GUARD : You're under arrest!

The DROID GUARD draws his weapon, but before any of the DROIDS can fire,
they are cut down. OTHER GUARDS run to their aid. OBI-WAN attacks the
GUARDS around the PILOTS. QUI-GON stands, fighting off DROIDS as the OTHERS
rush on board the spacecraft. OBI-WAN, the FREED PILOTS (including RIC
OLIE), GUARDS and GROUND CREW MEMBERS rush on board the ship. The OTHER
PILOTS and GUARDS race to SIO BIBBLR. After everyone has made it onto the
ship, QUI-GONjumps on board. ALARMS sound. MORE DROIDS rush into the hanger
and fire as the ship takes off.

EXT. THEED - HANGER ENTRY - DAY (FX)

The ship exits the hanger. BATTLE DROIDS standing in the hanger shoot at
them.

EXT. SPACE (FX)

The sleek spacecraft speeds away from the planet of Naboo and heads for the
deadly Federation blockade.

INT. NABOO SPACECRAFT - COCKPIT

The PILOT, RIC OLIE, navigates toward the massive battleship, QUI-GON and
CAPTAIN PANAKA watch.

RIC OLIE : ....our communications are still jammed.

INT. NABOO SPACECRAFT - DROID HOLD

JAR JAR is led into a low, cramped doorway by OBI-WAN.

OBI-WAN : Now stay here, and keep out of trouble.

OBI-WAN closes the door. JAR JAR looks around and sees a long row of five
short, dome-topped ASTRO DROIDS (R-2 units). The all look alike, except for
thier paint color, and they all seem to be shut down.

JAR JAR : Ello, boyos. (no response) Disa wanna longo trip...hey?

JAR JAR taps a bright red R-2 UNIT on the head, and its head pops up a bit.
He lets out a gasp as he lifts the head.

JAR JAR : (Cont'd) Tis opens?...Oooops! Many springs and things come flying
out.

JAR JAR quickly closes it again, very embarrassed.

JAR JAR : (Cont'd) Yoi! Just yoken!
RIC OLIE : Powers back! That little droid did it. He bypassed the main
power drive. Deflector shield up, at maximum.

The lone BLUE DROID finishes his repairs and goes back into the ship. The
Naboo spacecraft races away from the Federation battleship.

RIC OLIE : There's not enough power to get us to Coruscant...the hyperdrive
is leaking.
QUI-GON : We'll have to land somewhere to refuel and repair the ship.

QUI-GON studies a star chart on a monitor.

OBI-WAN : Here, Master. Tatooine... It's small, out of the way, poor... The
Trade Federation has no presence there.
CAPT. PANAKA : How can you be sure?
QUI-GON : It's controlled by the Hutts...
CAPT. PANAKA : The Hutts??
OBI-WAN : It's risky...but there's no alternative.
CAPT. PANAKA : You can't take Her Royal Highness there! The Hutts are
gangsters... If they discovered her...
QUI-GON : ...It would be no different than if we landed on a system
controlled by the Federation...except the Hutts aren't looking for her,
which gives us an advantage.

CPATAIN PANAKA takes a deep breath in frustration.

EXT. SPACE - NABOO SPACECRAFT (FX)

The Naboo spacecraft races away.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

NUTE and RUNE sit around a conference table with a hologram of DARTH
SIDIOUS.

NUTE : We control all the cities in the North and are searching for any
other settlements...
DARTH SIDIOUS : Destroy all high-ranking officials,
Viceroy...slowly...quietly. And Queen Amidala, has she signed the treaty?
NUTE : She has disappeared, My Lord. One Naboo cruiser got pat the
blockade.
DARTH SIDIOUS : Viceroy, find her! I want that treaty signed.
NUTE : My Lord, it's impossible to locate the ship. It's out of our range.
DARTH SIDIOUS : ...not for a Sith...

A second SITH LORD appears behind DARTH SIDIOUS.

DARTH SIDIOUS : (Cont'd) ...Viceroy, this is my apprentice. Lord Maul. He
will find your lost ship.
NUTE : Yes, My Lord. The hologram fades off.
NUTE : (Cont'd) This is getting out of hand...now there are two of them.
RUNE : We should not have made this bargain. What will happen when the Jedi
become aware of these Sith Lords?

INT. NABOO SPACECRAFT - QUEENS CHAMBERS

QUI-GON, OBI-WAN, CAPTAIN PANAKA, and the LITTLE BLUE DROID stand before
QUEEN AMIDALA and her THREE HANDMAIDENS, PADME, EIRTAE and RABE.

CAPT. PANAKA : ...An extremely well put together little droid. Without a
doubt, it saved the ship, as well as our lives.
AMIDALA : It is to be commended...what is its number?

The LITTLE BLUE DROID lets out a series of bleeps.CAPTAIN PANAKA leans over
and scrapes some dirt off of the side of the DROID and read the number:

CAPT. PANAKA : R2-D2, Your Highness.
AMIDALA : Thank you, Artoo Detoo. You have proven to be very loyal...Padme!

PADME bows before the QUEEN.

AMIDALA : (Cont'd) Clean this droid up the best you can. It deserves our
gratitude...(to Panaka) Continue, Captain.

CAPTAIN PANAKA looks nervously to OBI-WAN and QUI-GON.

QUI-GON : Yor Highness, we are heading for a remote planet called Tatooine.
It is a system far beyond the reach of the Trade Federation. There we will
be able to make needed repairs, then travel on to Coruscant.
CAPTAIN PANAKA : Your Highness, Tatooine is very dangerous. It's controlled
by an alliance of gangs called the Hutts. I do not agree with the Jedi on
this.
QUI-GON : You must trust my judgement, Your Highness.

AMIDALA and PADME exchange looks. PADME moves next to the DROID.

INT. NABOO SPACECRAFT - MAIN AREA

PADME sits in the Main Area, cleaning R2-D2, the brave little Astra Droid.
JAR JAR pops out of an open door.

JAR JAR : Hidoe!

Both PADME and ARTOO jump and let out a little SCREAM. The Gungan is
embarrassed that he frightened them.

JAR JAR : (Cont'd) Sorry, nomeanen to scare yousa.
PADME : That's all right.
JAR JAR : I scovered oily back dare. Needen it?
PADME : Thank you. This little guy is quite a mess.

JAR JAR hands PADME the oil can.

JAR JAR : Mesa Ja Ja Binksss... PADME : I'm Padme, I attend Her Highness,
You're a Gungan, aren't you? (Jar Jar nods) How did you end up here with
us?
JAR JAR : Me no know...mesa day starten pitty okeyday witda brisky morning
munchen. Den boom....getten berry skeered, un grabbed dat Jedi, and before
mesa knowen it...pow! Mesa here. (he shrugs)...getten berry berry skeered.

ARTOO BEEPS a sympathetic beep.

INT. ANBOO SPACECRAFT - COCKPIT

OBI-WAN, QUI-GON, and CAPTAIN PANAKA watch over RIC OLIE'S shoulder. A
large yellow planet appears directly ahead. RIC OLIE searches his scopes.

OBI-WAN : Tahyt's it. Tatooine.
RIC OLIE : There's a settlement...a spaceport, looks like.
QUI-GON : Land near the outskirts. We don't want to attract any attention.

EXT. TATOOINE - SPACE (FX)

The ship heads toward the planet of Tatooine.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY (FX)

The Naboo spacecraft lands in the desert in a swirl of dust. The spaceport
of Mos Espa is seen in the distance.

EXT. NABOO SPACECRAFT - MAIN AREA

OBI-WAN is hoisting the hyperdrive out of a floor panel. JAR JAR rushes up
to him and falls to his knees.

JAR JAR : Obi-Wan, sire, pleeese, no mesa go!
OBI-WAN : Sorry, Qui-Gon's right. You'll make things less obvious.

JAR JAR walks back to ARTOO in the hallway as QUI-GON (dressed as a farmer)
enters the main area.

OBI-WAN : (Cant'd) The Hyperdrive generator is gone. We will need a new
one.

QUI-GON moves closer to OBI-WAN and speaks quietly to him.

QUI-GON : Don't let them send ant transmissions. Be wary...I sense a
disturbance in the Force.
OBI-WAN : I fell it also, Master.

QUI-GON goes into the hallway to meet up with ARTOO and JAR JAR. They head
to the exit ramp.

EXT. TATOOINE - DESERT - SPACESHIP - DAY

They start their trek across the desert toward the city of Mos Espa. In the
distance, a strange looking caravan makes its way toward the spaceport.

JAR JAR : Dis sun doen murder tada skin.

From the spaceship, CAPTAIN PANAKA and PADME run toward them.

CAPT. PANAKA : Wait!

QUI-GON stops as they catch up. PADME is dresses in rough peasant's garb.

CAPT. PANAKA : (Cont'd) Her Highness commands you to take her handmaiden
with you. She wishes for her to observe the local...
QUI-GON : No more commands from Her Highness today, Captain. This spaceport
is not going to be pleasant...
CAPT. PANAKA : The Queen wishes it. She is curious about this planet.
PADME : I've been trained in defense... I can take care of myself.
CAPT. PANAKA : Don't make me go back and tell her you refuse.
QUI-GON : I don't have time to argue. But this is not a good idea. Stay
close to me.

He gives PADME a stern look.

EXT. MOS ESPA - STREET - DAY

The little GROUP walks down the main street of Mos Espa. They pass
dangerous looking citizens of all types. PADME looks around in awe at this
exotic enviroment.

QUI-GON : ...moisture farms for the most part, but also a few indigenous
tribes and scavengers. The few spaceports like this one are havens for
those who do not wish to be found...
PADME : ....like us. JAR JAR is in a constant state of panic.

ARTOO whistles along, with perfect confidence.

JAR JAR : Dissen berry berry bad. (steps in ooze)
Ooooh...icky...icky...goo.

EXT. MOS ESPA - JUNK DEALER PLAZA - DAY

The GROUP comes to a little plaza surrounded by several junk spaceship
dealers.

QUI-GON : We'll try one of the smaller dealers.

They head for a little junk shop that has a huge pile of broken spaceships
stacked up behind it.

INT. WATTO'S JUNK SHOP - DAY

QUI-GON, JAR JAR, PADME, and ARTOO enter the dingy junk shop and are
greeted by WATTO, a pudgy blue alien who flies on short little wings like a
hummingbird.

WATTO : (subtitled) Hi chuba da naga? (What do you want?)
QUI-GON : I need parts for a J-type 327 Nubian.
WATTO : Ah yes, ah yes. Nubian. We have lots of that. What kinda junk?
(subtitled) Peedenkel! Naba dee unko (Boy, get in here! Now!)
QUI-GON : My droid here has a readout of what I need.

A disheveled boy, ANAKIN SKYWALKER, runs in from the junk yard. He is about
nine years old, very dirty, and dressed in rags. WATTO raises a hand, and
ANAKIN flinches.

WATTO : (subtitled) Coona tee-tocky malia? (What took you so long?)
ANAKIN : (subtitled) Mel tassa cho-passa... (I was cleaning the bin like
you...)
WATTO : (subtitled) Chut-Chut! Ganda doe wallya. (Never mind! Watch the
store) Me dwana no bata. (I've got some selling to do here.) (to Gui-Gon)
Soooo, let me take- a thee out back. Ni you'll find what you need.

ARTOO and QUI-GON follow WATTO toward the junk yard, leaving JAR JAR with
PADME and the young boy ANAKIN. JAR JAR picks up a gizmo, trying to figure
out its purpose. QUI-GON takes the part out of his hand and puts it back.

QUI-GON : Don't touch anything.

JAR JAR makes a rude face to QUI-GON's back and sticks out his long tongue.
ANAKIN sits on the counter, pretending to clean a part, staring at PADME.
She is the most beautiful creaure he has ever seen in his life. PADME is a
little embarrassed by his stare, but she musters up an amused smile.
Finally, he gets the courage to speak.

ANAKIN : Are you an angel?
PADME : What?
ANAKIN : An angel. I've heard the deep space pilots talk about them. They
live on the Moons of Iego I thimk. They are the most beautiful creatures in
the universe. They are good and kind, and so pretty they make even the most
hardened spice pirate cry.

PADME looks at him, not knowing what to say. PADME : I've never heard of
angels.

ANAKIN : You must be one...maybe you just don't know it.
PADME : You're a funny little boy. How do you know so much?
ANAKIN : Since I was very little, three, I think. My Mom and I were sold to
Gardulla the Hutt, but she lost us, betting on the Podraces, to Watto,
who's a lot better master than Gardulla, I think.
PADME : You're...a slave?

ANAKIN looks at PADME defiantly.

ANAKIN : I am a person! My name is Anakin.
PADME : I'm sorry. I don't fully understand. (looking around)This is a
strange world to me.

ANAKIN studies her intently.

ANAKIN : You are a strange girl to me.

JAR JAR pushes the nose on what appears to be a LITTLE DROID, and it
instantly comes to life, grows legs and arms, and starts marching around,
knocking over everything. JAR JAR hold on but can't stop it.

ANAKIN : (Cont'd) Hit the nose!

JAR JAR hits the nose, and the DROID collapses back into its original
state. ANAKIN and PADME laugh. ANAKIN watches PADME straighten her hair.

EXT. WATTO'S JUNK YARD - BEHIND SHOP - DAY

WATTO reads a small portable monitor he is holding. He stands before a
hyperdrive.

WATTO : ...Here it is...a T-14 hyperdrive generator!! Thee in luck, I'm the
only one hereabouts who has one...but thee might as well buy a new ship. It
would be cheaper, I think...Sying of which, how's thee going to pay for all
this?
QUI-GON : I have 20,000 Republic dataries.
WATTO : Republic credits?!? Republic credits are no good out here. I need
something more real...
QUI-GON : I don't have anything else. (raising his hand) But credits will
do fine.
WATTO : No they won'ta. QUI-GON, using his mind power, waves his hand
again.
QUI-GON : Credits will do fine.
WATTO : No, they won'ta. What you think you're some kinda Jedi, waving your
hand around like that? I'm a Toydarian. Mind tricks don'ta work on me-only
money. No money, no parts! No deal! And no one else has a T-14 hyperdrive,
I promise you that.

INT. WATTO'S JUNK SHOP - DAY

JAR JAR pulls a part out of a stack of parts to inspect it, and they all
come tumblimg down. He struggles to catch them, only to knock more down.
ANAKIN and PADME are oblivious.

ANAKIN : ...wouldn't have lasted long if I weren't so good at fixing
things. I'm making my own droid...

QUI-GON hurries into the shop, followed by ARTOO. QUI-GON : We're leaving.
JAR JAR follows QUI-GON. PADME gives ANAKIN a loving look.

PADME : I'm glad I met you,....ah...
ANAKIN : ...Anakin.
PADME : Anakin.
ANAKIN : Anakin Skywalker.
PADME : Padme Naberrie.

PADME turns, and ANAKIN looks sad as he watches her leave.

ANAKIN : I'm glad I met you too.

WATTO enters the junk yard, shaking his head.

WATTO : (subtitled) Ootmians! Tinka me chasa hopoe ma booty na nolia.
(Outlanders! They think because we live so far from the center, we don't
know nothing.)
ANAKIN : (subtitled) La lova num botaffa. (They seemed nice to me.) WATTO :
(subtitled) Fweepa niaga. Tolpa da bunky dunko. (Clean the racks, then you
can go home.)

ANAKIN lets out a "yipee" and runs out the back.

EXT. MOS ESPA - STREET - ALCOVE - DAY

QUI-GON, ARTOO, JAR JAR, and PADME have found a quiet spot between two
buildings. The busy street beyond is filled with dangerous looking
creatures. QUI-GON is talking on his com-link, while JAR JAR nervously
watches the street. OBI-WAN is in the main hold of the Naboo craft.

QUI-GON : ...Obi-Wan, you're sure there isn't anything of value left on
board?
OBI-WAN : (V.O) A few containers of supplies, the Queen's wardrobe, maybe.
Not enough for you to barter with. Not in the ammounts you're talking
about.
QUI-GON : All right. Another solution will present itself. I'll check back.

QUI-GON puts his comlink away and starts out into the main street. JAR JAR
grabs his arm.

JAR JAR : Noah gain...da beings hereabouts cawazy. Wesa be robbed un
crunched.
QUI-GON : Not likely. We have nothing of value, that's our problem.

EXT. MOS ESPA - STREET - MARKET - DAY

QUI-GON, PADME, JAR JAR, and ARTOO move out into the street. JAR JAR is
walking behind the others. They walk by an outdoor cafe filled with a rough
gang of aliens, one of which is especially ugly, SEBULBA, a spider-like
creature. JAR JAR stops for a moment in front of a stall selling dead frogs
hanging on a wire. He looks around to see if anyone is looknig, then sticks
out his tongue, and gets hold of one, pulling it into his mouth.
Unfortunately, the frog is tied tightly to the wire. The vendor suddenly
appears.

VENDOR : Hey, that will be seven truguts!!

JAR JAR opens his mouth in surprise, and the frog snaps away, ricochets
around the market, and lands in Sebulba's soup, splashing him. As JAR JAR
moves away from the VENDOR, SEBULBA jumps up on the table and grabs the
hapless Gungan.

SEBULBA : (subtitled) Chuba!! (You!!) JAR JAR : Who, mesa?? SEBULBA :
(subtitled) Ni chuba na?? (Is this yours??)

SEBULBA holds the frog up to the Gungan threateningly. SEVERAL OTHER
CREATURES start to gather. SEBULBA shoves JAR JAR to the ground. The Gungan
desperately tries to scramble to safety.

JAR JAR : (to himself) Why mesa always da one??
ANAKIN : (V.O) Because you're afraid.

JAR JAR turns to see ANAKNI pushing his way next to him. The boy stands up
to SEBULBA in a very self-assured way.

ANAKIN : (subtitled) Chess ko, Sebulba...Coo wolpa tooney rana. (Careful,
Sebulba...This one's very connected.)

SEBULBA stops his assault on JAR JAR and turns to ANAKIN.

SEBULBA : (subtitled) Tooney rana nu pratta dunko, shag. (Connected?? Whada
you mean, slave?)
ANAKIN : (subtitled) Oh da Hutt...cha porko ootman geesa...me teesa rodda
co pana pee choppa chawa. (As in Hutt...big time outlander, this one... I'd
hate to see you diced before we race again.)
SEBULBA : (subtitled) Neek me chowa, wermo, mo killee ma klounkee(Next time
we race, wermo, it will be the end of you!) Una noto wo shag, me wompity du
pom pom. (If you weren't a slave, I'd squash you right now.)

SEBULBA turns away.

ANAKIN : (subtitled) Eh, chee bana do mullee ra. (Yeah, it'd be a pity if
you had to pay for me.)

QUI-GON, PADME and ARTOO arrive.

ANAKIN : (Cont'd) Hi! Your buddy here was about to be turned into orange
goo. He picked a fight with a Dug. An especially dangerous Dug called
Sebulba.
JAR JAR : Nosir, nosir. Mesa hate crunchen. Dat's da last ting mesa wanten.
QUI-GON : Nevertheless, the boy is right...you were heading for trouble.
Thank you, my young friend.

PADME looks at ANAKINB and smiles; he smiles back. They start walking down
the crowded street.

JAR JAR : Mesa doen nutten!
ANAKIN : Fear attracts the fearful. He was trying to overcome his fear by
squashing you...be less afraid.
PADME : And that works for you.
ANAKIN : To a point. (he smiles)

EXT. TATOOINE - DESERT - SPACESHIP - DAY

OBI-WAN stands in front of the Naboo spacecraft as the wind picks up and
begins to whip at his robe. CAPTAIN PANAKA exits the ship and joins him.

OBI-WAN : This storm's going to slow them down.
CAPT. PANAKA : It looks pretty bad. We'd better seal the ship.

CAPTAIN PANAKA'S comlink sounds off.

CAPT. PANAKA : (Cont'd) Yes? CAPT. PANAKA : We'll be right there.

EXT. MOS ESPA - STREET - FRUIT STAND - DAY

ANAKIN and the GROUP stop at a fruit stand run by a jolly, but very poor,
old lady named JIRA.

ANAKIN : How are you feeling today, Jira?
JIRA : The heat's never been kind to me, you know, Annie!
ANAKIN : Guess what? I've found that cooling unit I've been searching for.
It's pretty beat up, but I'll have it fixed up for you in no time, I
promise.
JIRA : You're a fine boy, Annie.
ANAKIN : I'll take four pallies today. (to Padme) You'll like these...

ANAKIN reaches in his pocket and comes up with three coins. He drops one.
QUI-GON picks it up, revealing for a moment, his lightsabre.

ANAKIN : (Cont'd) Whoops, I thought I had more...Make thgat three, I'm not
hungry.

The wind picks up. SHOP OWNERS are starting to close up their shops as JIRA
gives them their pallies.

JIRA : Gracious, my bones are aching...storm's coming on, Annie. You'd
better get home quick.
ANAKIN : (to QUI-GON) Do you have shelter?
QUI-GON : We'll hed back to our ship.
ANAKIN : Is it far?
PADME : On the outskirts.
ANAKIN : You'll never reach the outskirts in time...sandstorms are very,
very dangerous. Come with me. Hurry!

The GROUP follows ANAKIN as he rushes down the windy street.

EXT. MOS ESPA - SLAVE QUARTERS - STREET - SANDSTORM - DAY

The wind is blowing hard as QUI-GON, JAR JAR, and PADME follow ANAKIN down
the street and into a slave hovel.

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

QUI-GON, JAR JAR, ARTOO, and PADME enter a small living space.

ANAKIN : Mom! Mom! I'm home.
JAR JAR : Dissen cozy.

Anakin's mother, SHMI SKYWALKER, a warm, friendly woman of forty, enters
from her work area and is startled to see the room full of people.

SHMI : Oh, my!! Annie, what's this?
ANAKIN : These are my friends, Mom. This is Padme, and...gee, I don't know
any of your names.
QUI-GON : I'm Qui-Gon Jinn, and this is Jar Jar Binks. ARTOO lets out a
little beep.
PADME : ...and our droid, Artoo-Detoo.
ANAKIN : I'm building a droid. You wanna see?
SHMI : Anakin! Why are they here?
ANAKIN : A sandstorm, Mom. Listen.

The wind HOWLS outside.

QUI-GON : Your son was kind enough to offer us shelter.
ANAKIN : Come on! Let me show you Threepio!

ANAKIN leads PADME into the other room. ARTOO follows, beeping all the way.
QUI-GON takes five small capsules from his utility belt and hands them to
SHMI.

QUI-GON : I have enough food for a meal.
SHMI : Oh, tank you. Thank you so much. I'm sorry if I was abrupt. I'll
never get used to Anakin's surprises.
QUI-GON : He's a very special boy. SHMI looks at him as if he's discovered
a secret.
SHMI : Yes, I know.

INT. ANAKIN'S HOVEL - BEDROOM - DAY

ANAKIN shows off his ANDROID, which is lying on his workbench. There is one
eye in the head; the body, arms, and legs have no outer coverings.

ANAKIN : Isn't he great?! He's not finished yet.
PADME : He's wonderful!
ANAKIN : You reall like him? He's a protocol droid...to help Mom. Watch!

ANAKIN pushes a switch, and the DROID sits up. Anakin rushes around, grabs
an eye and puts it in one of the sockets.

THREEPIO : How do you do, I am See-Threepio, Human Cyborg Relations. How
might I serve you?
PADME : He's perfect.
ANAKIN : When the storm is over, you can see my racer. I'm building a
Podracer!

PADME smiles at his enthusiasm. ARTOO lets out a flurry of beeps and
whistles.

THREEPIO : I beg your pardon....what do you mean I'm naked?

ARTOO BEEPS

THREEPIO : (Cont'd) My parts are showing? Oh, my goodness. How
embarrassing!

INT. NABOO SPACECRAFT - QUEENS CHAMBERS

AMIDALA, EIRTAE, RABE, and OBI-WAN watch a very bad transmission of a SIO
BIBBLE hologram.

BIBBLE : ...cut off all food supplies until you return...the death toll is
catastrophic...we must bow to their wishes, Your Highness...Please tell us
what to do! If you can hear us, Your Highness, you must contact me...

AMIDALA looks upset...almost nervous.

OBI-WAN : It's a trick. Send no reply... Send no transmission of any kind.

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

QUI-GON listens to his comlink. OBI-WAN is in the cockpit.

OBI-WAN : ...the Queen is upset...but absolutly no reply was sent.
QUI-GON : It sounds like bait to establish a connection trace.
OBI-WAN : What if it is true and the people are dying?
QUI-GON : Either way, we're running out of time.

EXT. CORUSCANT - BALCONY OVERLOOKING CITY - NIGHT

DARTH SIDIOUS and DARTH MAUL look out over the vast city.

DARTH MAUL : Tatooine is sparsely populated. If the trace was correct, I
will find them quickly, Master.
DARTH SIDIOUS : Move against the Jedi first...you will then have no
difficulty taking the Queen back to Naboo, where she will sign the treaty.
DARTH MAUL : At last we will reveal ourselves to the Jedi. At last we will
have revenge.
DARTH SIDIOUS : You have been well trained, my young apprentice, they will
be no match for you. It is too late for them to stop us now. Everything is
going as planned. The Republic will soon be in my command.

The hologram of DARTH MAUL fades off as DARTH SIDIOUS looks out over the
city. EXT. MOS ESPA - SANDSTORM - DAY

The giant sandstorm engulfs the town, including the Naboo spaceship on the
outskirts of the city center, where Watto's ship is; and the slave
quarters, where drifts of sand begin building up against Anakin's house.

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

QUI-GON, ANAKIN, SHMI, JAR JAR, and PADME are seated around a makeshift
table, having dinner as the wind howls outside.
JAR JAR slurps his soup rather loudly. Everyone looks at him. He turns a
little brighter red.

SHMI : All slaves have transmitters placed inside their bodies somewhere.
ANAKIN : I've been working on a scanner to try and locate them, but no
luck.
SHMI : Any attempt to escape...
ANAKIN : ...and they blow you up...poof!

PADME and JAR JAR are horrified.

JAR JAR : How wude.
PADME : I can't believe there is still slavery in the galaxy. The
Republic's anti-slavery laws...
SHMI : The Republic doesn't exist out here...we must survive on our own.

An awkward silence. ANAKIN attempts to end the embarrassment.

ANAKIN : Have you ever seen a Podrace?

PADME shakes her head no. She notices the concern of SHMI. JAR JAR snatches
some food from a bowl at the other end of the table with his tongue.
QUI-GON gives him a dirty look.

QUI-GON : They have Podracing on Malastare. Very fast, very dangerous.
ANAKIN : I'm the only human who can do it.

SHMI looks askance at her son.

ANAKIN : (Cont'd) Mom, what? I'm not bragging. It's true. Watto says he's
never heard of a human doing it.
QUI-GON : You must have Jedi reflexes if you race Pods.

ANAKIN smiles. JAR JAR attempts to snare another bit of food from the bowl
with his tongue, but QUI-GON, in a flash, grabs it between his thumb and
forefinger. JAR JAR is startled.

QUI-GON : (Cont'd) Don't do that again.

JAR JAR tries to acknowledge with some silly mumbling. QUI-GON lets go of
the tongue, and it snaps back into JAR JAR's mouth.

ANAKIN : I...I was wondering...something...
QUI-GON : What?
ANAKIN : Well, ahhh...you're a Jedi Knight, aren't you?
QUI-GON : What makes you think that?
ANAKIN : I saw your laser sword. Only Jedi carry that kind of weapon.

QUI-GON leans back and slowly smiles.

QUI-GON : Perhaps I killed a Jedi and stole it from him.
ANAKIN : I don't think so... No one can kill a Jedi Knight.
QUI-GON : I wish that were so...
ANAKIN. I had a dream I was a Jedi. I came back here and freed all the
slaves...have you come to free us?
QUI-GON : No, I'm afraid not...
ANAKIN : I think you have...why else would you be here?

QUI-GON thinks for a moment.

QUI-GON : I can see there's no fooling you...(leans forward) You mustn't
let anyone know about us...we're on our way to Coruscant, the central
system in the Republic, on a very important mission, and it must be kept
secret.
ANAKIN : Coruscant...wow...how did you end up here in the outer rim?
PADME : Our ship was damaged, and we're stranded here until we can repair
it.
ANAKIN : I can help! I can fix anything!
QUI-GON : I believe you can, but our first job is to aquire the parts we
need...
JAR JAR : Wit no-nutten mula to trade.
PADME : These junk dealers must have a weakness of some kind.
SHMI : Gambling. Everything here revolves around betting on those awful
races.
QUI-GON : Podracing... Greed can be a powerful ally.. if it's used
properly.
ANAKIN : I've built a racer! It's the fastest ever...There's a big race
tomorrow, on Boonta Eve. You could enter my pod. It's all but finished...
SHMI : Anakin, settle down. Watto won't let you...
ANAKIN : Watto doesn't know I've built it. (to Qui-Gon) You could make him
think it's your's, and you could get him to let me pilot it for you.

QUI-GON looks to SHMI. She is upset.

SHMI : I don't want you to race, Annie...It's awful. I die every time Watto
makes you do it.

ANAKIN : But Mom, I love it...and they need help...they're in trouble. The
prize money would more than pay for the parts they need. JAR JAR : Wesa ina
pitty bad goo.
GUI-GON : Your mother's right. Is there anyone friendly to the Republic who
might be able to help us?

SHMI shakes her head no.

ANAKIN : We have to help them, Mom...you said that the biggest problem in
the universe is no one helps each other...
SHMI : Anakin, don't...

JAR JAR belches. There is silence for a moment as they eat.

PADME : I'm sure Qui-Gon doesn't want to put your son in danger. We will
find another way...
SHMI : No, Annie's right, there is no other way... I may not like it, but
he can help you...he was meant to help you.
ANAKIN : Is that a yes? That is a yes!

The storm continues to rage outside the slave hovel.

EXT. MOS ESPA - JUNK DEALER PLAZA - DAY

The storm has passed. VENDORS and STREET PEOPLE clean up the mess and
rebuild their food stalls. JAR JAR sits on a box in front of Watto's parts
shop, watching all the activity with growing nervousness. ARTOO is standing
next to him. PADME stops QUI-GON as he is about to enter the shop.

PADME : Are you sure about this? Trusting our fate to a boy we hardly know.
The Queen will not approve.
QUI-GON : The Queen does not need to know.
PADME : Well, I don't approve.

QUI-GON turns and starts into the shop.

INT. WATTO'S JUNK SHOP - DAY

WATTO and ANAKIN are in the middle of an animated discussion in Huttese.

WATTO : Patta go bolla!
ANKAIN : No batta!
WATTO : Pedunky. Maa kee cheelya.
ANAKIN : Bayno, Bayno!

QUI-GON walks in, and WATTO and ANAKIN join him.

WATTO : The boy tells me you wanta sponser hi insa race. You can't afford
parts. How can you do this? Not on Republic credits, I think. (he laughs)
QUI-GON : My ship will be the entry fee.

QUI-GON pulls a small object that looks like a watch out of his pocket, and
a hologram of the Naboo spacecraft appears about a foot long in front of
WATTO. He studies it.

WATTO : Not bad...not bad...a Nubian.
QUI-GON : It's in good order, except for the parts we need.
WATTO : ...but what would the boy ride? He smashed up my Pod in the last
race. It will take some time to fix it.

ANAKIN is embarrassed and steps forward.

ANAKIN : Ahhhh....it wasn't my fault really...Sebulba flashed me with his
vent ports. I actually saved the Pod...mostly.
WATTO : (laughing) That you did. The boy is good, no doubts there.
QUI-GON : I have...acquired a Pod in a game of chance. "The fastest ever
built."
WATTO : I hope you didn't kill anyone I know for it. (laughs) So, you
supply the Pod and the entry fee; I supply the boy. We split the winnings
fifty-fifty, I think.
QUI-GON : Fifty-fifty!?! If it's going to be fifty-fifty, I suggest you
front the cash for the entry. If we win, you keep all the winnings, minus
the cost of the parts I need...If we lose, you keep my ship.

WATTO thinks about this. ANAKIN tries not to be nervous.

QUI-GON : (Cont'd) Either way, you win.
WATTO : (subtitled) Deal! Yo bana pee ho-tah, meedee ya. (Your friend is a
follish one, methinks.)

EXT. NABOO SPACECRAFT - TATOOINE DESERT - DAY

OBI-WAN stands outside the Naboo spacecraft, speaking into his comlink.
QUI-GON is on the back porch of the hovel.

OBI-WAN : What if this plan fails, Master? We could be stuck here for a
long time.
QUI-GON : (V.O) A ship without a power supply will not get us anywhere, and
there is something about this boy...

EXT MOS ESPA - SLAVE QUARTERS - PORCH - DAY

QUI-GON puts the comlink away as SHMI comes onto the porch

PADME, ANAKIN, JAR JAR, and ARTOO work on the engines of the Podracer in
the courtyard below.

QUI-GON : You should be proud of your son. He gives without any thought of
reward.
SHMI : He knows nothing of greed. He has...
QUI-GON : He has special powers.
SHMI : Yes...
QUI-GON : He can see things before they happen. That's why he appears to
have such quick reflexes. It is a Jedi trait.
SHMI : He deserves better than a slave's life.
QUI-GON : The Force is unusally strong with him, that much is clear. Who
was his father?
SHMI : There was no father, that I know of...I carried him, I gave him
birth...I can't explain what happened. Can you help him?
QUI-GON : I'm afraid not. Had he been born in the Republic, we would have
identified him early, and he would have become Jedi, no doubt...he has the
way. But it's too late for him now, he's too old.

EXT. MOS ESPA - SLAVE QUARTERS - BACK YARD - DAY

KITSTER (a young boy about Anakin's age), SEEK (a boy of ten), AMEE (a girl
of six), and WALD (a Greedo Type, six years old) join ANAKIN, JAR JAR,
ARTOO, and PADME securing some wiring.

ANAKIN : Padme and Jar Jar, this is my friend Kitster, and seek, Amee, and
Wald.

All whistle, hoot, and speak a greeting.

KITSTER : Wow, a real Astro Droid...how'd you get so lucky?
ANAKIN : This isn't the half of it. I'm entered in the Boonta Race
tomorrow!
KITSTER : What? With this??
WALD : (subtitled) Annie, Jesko na joka. 9You are such a joke, Annie.)
AMEE : You've been working on that thing for years. It's never going to
run.
SEEK : Come on, let's go play ball. Keep it up, Annie, and you're gonna be
bug squash.

SEEK, WALD, and AMEE take off, laughing. JAR JAR is fiddling with one of
the energy binder plates.

ANAKIN : Hey! Jar Jar! Stay away from those energy binders...
JAR JAR : Who, mesa?
ANAKIN : If your hand gets caught in that beam, it will go numb for hours.

JAR JAR peeks at the energy plate; it makes a little electronic pop, zaps
him in the mouth and jumps back. JAR JAR tries to say something, but his
mouth is numb and his words are garbled.

JAR JAR : Ouch-dats muy bigo Oucho. (Gibberish)
KITSTER : But you don't even know if this thing will run.
ANAKIN : It will.

QUI-GON approaches the GROUP and gives ANAKIN a small battery. JAR JAR gets
his hand caught in the afterburner and tries to tell Anakin, but can't get
words out that make sense.

QUI-GON : I think it's time we found out. Use this power charge. ANAKIN :
Yes, sir!!

ANAKIN jumps into the little capsule behind the two giant engines. He puts
the power pack back into the dashboard. EVERYONE backs away, except for JAR
JAR who calls for help. Finally PADME frees him and the engines ignite with
a ROAR. EVERYONE cheers.

EXT. MOS ESPA - SLAVE QUARTERS - PORCH - DAY

SHMI, watching from the porch, smiles sadly.

EXT. SLAVE QUARTERS - BALCONY - NIGHT

ANAKIN sits on the balcony rail of his hovel as QUI-GON tends to a cut. The
BOY leans back to look at the vast blanket of stars in the sky.

QUI-GON : Sit still, Annie. Let me clean this cut.
ANAKIN : There are so many! Do they all have a system of planets?
QUI-GON : Most of them.
ANAKIN : Has anyone been to them all?
QU-IG0N : (laughs) Not likely.
ANAKIN : I want to be the first one to see them all... Ouch!

QUI-GON wipes a patch of blood off ANAKIN'S arm.

QUI-GON : There, good as new...

SHMI yells from inside the hovel.

SHMI : (O.S.) Annie, bedtime!

QUI-GON scrapes ANAKIN's blood onto a comlink chip.

ANAKIN : What are you doing?
QUI-GON : Checking your blood for infections.
ANAKIN : I've never seen...
SHMI : (O.S.) Annie! I'm not goiung to tell you again!
QUI-GON : Go on, you have a big day tomorrow. (beat) Goodnight.

ANAKIN rolls his eyes and runs into the hovel. QUI-GON takes the blood
stained chip and inserts it into the comlink, then calls OBI-WAN.

QUI-GON : (Cont'd) Obi-Wan...
OBI-WAN : Yes, Master.
QUI-GON : Make an analysis of this blood sample I'm sending you.
OBI-WAN : Wait a minute...
QUI-GON : I need a midi-chlorian count.
OBI-WAN : All right. I've got it.
QUI-GON : What are your readings?
OBI-WAN : Something must be wrong with the transmission.
QUI-GON : Here's a signal check.
OBI-WAN : Strange. The transmission seems to be in good order, but the
reading's off the chart...over twenty thousand.
QUI-GON : (almost to himself) That's it then.
OBI-WAN : Even Master Yoda doesn't have a midi-chlorian count that high!
QUI-GON : No Jedi has.
OBI-WAN : What does it mean?
QUI-GON : I'm not sure.

The JEDI KNIGHT looks up and sees SHMI in the doorway watching him.
Embarrassed, she goes back into the kitchen while QUI-GON ponders the
situation.

EXT. TATOOINE - DESERT MESA - NIGHT

The sinister looking Sith spacecraft lands on top of a desert mesa at dus,
scattering a herd of banthas. DARTH MAUL walks to the edge of the mesa and
studies the landscape with a pair of electrobinoculars. He picks out the
lights of three different cities in the distance, then pushes buttons on
his electronic armband.

Six football-sized PROBE DROIDS float out of the ship and head off in three
different directions toward the cities.

DARTH MAUL stands on the mesa and watches them through his
electrobinoculars.

EXT. MOS ESPA - SLAVE QUARTERS - PORCH - SUNRISE

Padme exits the hovel.

EXT. MOS ESPA - SLAVE QUARTERS - BACK YARD - SUNRISE

As the twin suns rise, ARTOO is busy painting the racing Pod. ANAKIN is
asleep. PADME passes ARTOO.

PADME : I hope you're about finished.

ARTOO whistles a positive reply. PADME sees KITSTER riding toward them on
an EOPIE, a strange camel-lile creature. He is leading a second EOPIE
behind him. PADME goes over to ANAKIN. He looks very vulnerable as he
sleeps. She watches him, then touches him on the cheek. ANAKIN wakes up,
yawns, and looks at her, a little puzzled.

ANAKIN : You were in my dream...you were leading a huge army into battle.
PADME : I hope not; I hate fighting. Your mother wants you to come in and
clean up. We have to leave soon. ANAKIN stands up and stretches just as
KITSTER arrives.

ANAKIN : Hook 'em up, Kitster. (to Padme) I won't be long. Where's Qui-Gon?

PADME : He and Jar Jar left already. They're with Watto at the arena.

EXT. MOS ESPA - ARENA - MAIN HANGER - DAY

RACE CREWS mill about outside the Main Hanger.

INT. MOS ESPA - ARENA - MAIN HANGER - DAY

The hanger is a large building with a dozen or so Podracers being readied
for the race. ALIEN CREWS and PILOTS rush about, making last minute fixes
on their vehicles. WATTO, QUI-GON, and JAR JAR walk through the activity.

WATTO : ...I want to see your spaceship the moment the race is over.
QUI-GON : Patienc, my blue friend. You'll have your winnings before the
suns set, and we'll be far away from here.
WATTO : Not if your ship belongs to me, I think...I warn you, no funny
business.
QUI-GON : You don't think Anakin will win?

WATTO stops before an orange racer. Sitting to one side, having his
shoulders and neck massaged by TWIN YOBANAS, is SEBULBA.

WATTO : Don't get me wrongo. I have great faith in the boy. He's a credit
to your race, but Sebulba there is going to win, I think.
QUI-GON : Why?
WATTO : He always wins. (laughs) I'm betting heavily on Sebulba.
QUI-GON : I'll take that bet.
WATTO : (suddenly stops laughing) What??!! What do you mean?
QUI-GON : I'll wager my new racing pod against...say...the boy and his
mother.
WATTO : A Pod for slaves. I don't think so...well, poerhaps. Just one...the
mother, maybe...the boy isn't for sale.
QUI-GON : The boy is small, he can't be worth much.

WATTO shakes his head.

QUI-GON : (Cont'd) For the fastest Pod ever built?!

WATTO shakes his head again.

QUI-GON : (Cont'd) Both, or no bet.
WATTO : No Pod's worth two slaves...not by a long shot...one slave or
nothing.
QUI-GON : The boy, then...

WATTO pulls out a small cube from his pocket.

WATTO : We'll let fate decide. Blue it's the boy, red his mother...

WATTO tosses the cube down. QUI-GON lifts his hand slightly; it turns blue.
QUI-GON smiles. WATTO is angry.

WATTO : (Cont'd) You won the small toss, outlander, bou you won't win the
race, so...it makes little difference.

ANAKIN and PADME enter the hanger on one of the EOPIES, pulling an engine.
KITSTER, on the other EOPIE, is pulling another engine. With THREEPIO
walking alongside, ARTOO trundles behind, pulling the Pod with SHMI sitting
on it. WATTO passes ANAKIN as he leaves.

WATTO : (Cont'd) (subtitled) Bonapa keesa pateeso, o wanna meetee chobodd.
(Better stop your friends betting, or I'll end up owning him, too.)

WATTO walks off, laughing.

ANAKIN : What did he mean by that?

QUI-GON : I'll tell you later.

ARTOO beeps at THREEPIO.

THREEPIO : Oh my! Space travel sounds rather perilous.

ARTOO emits a series of beeps.

THREEPIO : I can assure you they will never get me onto one of those
dreadful starships!
KITSTER : (to Anakin) This is so wizard! I'm sure you'll do it this time,
Annie.
PADME : Do what?
KITSTER : Finish the race, of course!
PADME : You've never won a race?
ANAKIN : Well...not exactly...
PADME : Not even finished?!

ANAKN looks sheepish.

ANAKIN : ...but Kitster's right, I will this time.
QUI-GON : Of course you will.

EXT. MOS ESPA - STREET - DAY

One of Darth Maul's PROBE DROIDS slowly floats down the main street of
Tatooine. It looks in shops and studies PEOPLE as it searches for OBI-WAN,
QI-GON, or the QUEEN.

EXT. MOS ESPA - DESERT RACE ARENA - DAY

An EXTREME HIGH WIDE ANGLE reveals a vast arena in the Tatooine desert. A
large semi-circular amphitheatre that holds at least a hundred thousand
people dominates the landscape. Large viewing platforms loom over the
racetrack. INT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)

A two-headed ANNOUNCER describes the scene.

FODE/BEED : -
A: Toogi! Toogie! (Greetings) Toong mee cha kulkah du Boonta magi! tah oos
azalus ooval Poddraces. (We have perfect weather today for the Boonta
classic. The most hazardous of all Podraces.)
B : That's absolutly right. And a big turnout here, from all corners of the
Outer Rim territories. I see the contestants are making their way out onto
the starting grid.

EXT. MOS ESPA - DESERT RACE ARENA - DAY

On the left side of the tracks across from the grandstands, a line of
Podracers emerges from the large hanger, surrounded by several CREW
MEMBERS. Pods are pulled by a wide variety of CREATURES and are led by
aliens carrying flags. The PILOTS stand facing the royal box.

FODE/BEED : -
(O.S) A : La Yma beestoo (Yes, there they are!)
B : I see Ben Quadinaros from the Tund system.
A : ...eh Gasgano doowa newpa Ord Petrovia! (And Gasgano in thenew Ord
Pedrovia.)
B : Two time winner, Boles Roor...
A : Poo tula moosta, woe grane champio Sebulba du Pixelito! Splastyleeya
bookie ookie!! (On the front line the reigning champion, Sebulba from
Pixelito. By far the favorite today.)
B : And a late entry, Anakin Skywalker, a local boy.
A : Wampa peedunkee unko ( I hope he has better luck this time.)
B : I see the flaggers are moving onto the track.

EXT. MOS ESPA - ARENA - GRANDSTAND - DAY

Colorful canopies shade some of the SPECTATORS. VENDORS sell barbecued
creature parts and colorful drinks.

EXT. MOS ESPA - ARENA - ROYAL BOX - DAY (FX)

All the PILOTS bow from the waist as JABBA THE HUTT enters the box and
waves to the crowd.

FODE/BEED : -
A : O grandio lust, Jabba Du Hutt, amu intoe tah parena. (His honor, our
glorious host, Jabba the Hutt has entered the arena.)

The crowd ROARS. SEVERAL OTHER SLUG-LIKE HUTTS follow, along with humans
and aliens. Several SLAVE GIRLS on a chain are led alongside JABBA.

JABBA : (subtitled) Chowbaso! Tam ka chee Boonta rulee ya, kee madda
hodrudda du wundee. (Welcome!) Sebulba tuta Pixelito...

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

SEBULBA, who is right next to ANAKIN, stands and waves to his fans. A small
pep band plays as his fans wave and cheer.

KITSTER attaches the giant engins to Anakin's Pod with a long cable. SHMI
gives ANAKIN a big hug and kiss. She looks him right in the eye.

SHMI : Be safe.
ANAKIN : I will, Mom. I promise.

She leaves as ANAKIN checks the cable hitches.

JABBA : ...Mawhonic tuta Hok, Teemto Pagalies tuta Moonus Mandel, Anakin
SKywalker tuta Tatoonine....

The CROWD YELLS. ANAKIN waves to the crowd, as JABBA continues with his
introductions. SEBULBA moves over to one of Anakin's engines. KITSTER and
JAR JAR unhitch the EOPIES, and KITSTER leads them away. ARTOO beeps that
everything is OK. JAR JAR pats ANAKIN on the back.

JAR JAR : Dis berry loony, Annie. May da guds be kind, mesa palo.

PADME comes up and gives ANAKIN a little kiss on the cheeek. SEBULBA bangs
on a part protruding from Anakin's engine. He looks around to see if anyone
has noticed.

PADME : You carry all our hopes.
ANAKIN : I won't let you down.

PADME moves away as SEBULBA edges his way next to ANAKIN and gives him a
sinister grin.

SEBULBA : Bazda wahota, shag. Dobiella Nok. Yoka to Bantha poodoo. 9You
won't walk away from this one, slave scum! You're Bantha poodoo.)
ANAKIN : (subtitled) Cha skrundee da pat, sleemo. (Don't count on it,
slime-ball.)

ANAKIN looks the evil SEBULBA in the eye with a cold stare. QUI-GON
approaches, and SEBULBA backs off toward his racer.

JABBA : (sutitled)...Ka bazza kundee hodrudda! (...Let the challenge
begin!)

The CROWD lets out a LOUD CHEER. QUI-GON helps ANAKIN into his Pod. The boy
straps himself into the tiny racer.

QUI-GON : Are you all set, Annie? (Anakin nods) Remember, concentrate on
the moment. Feel. Don't think. Trust your instincts. (he smiles) May the
Force be with you.

QUI-GON steps away as ANAKIN puts on his goggles. The PILOTS flip switches,
and powerful energy binders shoot between the engines. ANAKIN flips a
switch, and his engine starts. The incredible ROAR of high-powered engines
igniting echoes throughout the arena. One driver, ODY MANDRELL, yells at a
droid (DUM-4) to get away from the front of his engine. The crowd is tense.

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

The giant power-house engines torque as the PILOTS gun them. The PILOTS
flip switches, and poerful energy binders shoot between the engines. Aliens
carrying large flags move off the track. JAR JAR covers his eyes.

JAR JAR : Mesa no watch. Dissen ganna be messy!
FODE/BEED : -
A : Ya pawa culka doe rundee! (The power couplings are being activated)
B : Hey, it looks like they're clearing the grid.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

SHMI looks nervously to QUI-GON as he enters a veiwing platform. PADME and
JAR JAR are already on board. The platform rises like an elevator.

SHMI : Is he nervous?
QUI-GON : He's fine.
PADME : You Jedi are far too reckless. The Queen...
QUI-GON : The Queen trusts my judgment, young handmaiden. You should too.
PADME : You assume too much.

EXT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)

FODE/BEED : -
B : Start your engines.

The earth-pounding ROAR of the engines revving is deafening.

EXT. MOS ESPA - ARENA - ROYAL BOX - DAY (FX)

Jabba bites off the head of a frog and spits it at a gong, signaling the
start of the race.

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

On a bridge over the track, a great green light at the center flashes. The
Podracers shoot forward with a high-pitches scream. ANAKIN'S engine floods
and coughs - then dies. All the other Podracers except one swerve around
him and dissapear down the track. The slave boy struggles to get his racer
started. The two-headed announcer reports.

FODE/BEED : - (O.S.)
A : An dare ovv! (And they're off!)
B : Oh...wait. Little Skywalker has stalled.

PADME and JAR JAR are very dissapointed with ANAKIN. QUI-GON puts his arm
around a very worried SHMI to comfort her. Finally, Anakin's engines
ignite. He zooms away after the receeding pack of competitors, leaving one
quadra-Pod racer still trying to get started. The two-headed ANNOUNCER
describes the race as it progresses.

FODE/BEED : - (O.S.)
B : And there goes Skywalker... He'll be hard pressed to catch up with the
leaders today.

EXT. MOS ESPA - RACETRACK - DAY (FX)

The Podracers fly across the desert. SEBULBA is running neck and neck with
MAWHONIC. They round the first turn in the track, side by side. SEBULBA
drives his Pod into his rival, forcing him into the wall of a large rock
formation. MAWHONIC crashes in a spectacular display of fire and smoke.
ANAKIN is much faster than the back-end stragglers and passes them easily.
One of the drivers, GASGANO, won't let ANAKIN by. ANAKIN tries to pass him
on one side and is cut off. He then tries to pass him on the other side
ansd is cut off. As they come up on a cliff drop-off, ANAKIN backs off,
then guns it as GASGANO goes over the cliff. ANAJIN accelerates so fast
that he sails right over the top of GASGANO and speeds away.
Four TUSKEN RAIDERS perched above the race course fire their rifles at the
Pods racing in the canyon below them. One shot ricochets off the back of
Anakin's Pod.

FODE/BEED : -
B : Looks like a few Tusken Riaders have campe out on the canyon dune turn.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

JABBA THE HUTT and the crowd watch the progress of the race on small,
hand-held view screens. JAR JAR is looking over the shoulder of a strange
alien named FANTA.

JAR JAR : Where's Skywalker?

FANTA moves the view screen out of Jar Jar's view. PADME, SHMI, and QUI-GON
watch another screen and look worried.
ARTOO, down in the pits with KITSTER, lets out a worried sigh. The driver
of the quadra-Pod looks worried.

EXT. MOS ESPA - RACETRACK - DAY (FX)

ANAKIN is powering around corners and over hills and cliffs, passing other
racers right and left. SEBULBA is in the lead. He is being challenged by
another racer, XELBREE.
SEBULBA slows a little, and as XELBREE pulls alongside, he opens a side
vent on the racer's engine and the exhaust starts to cut through the
alien's engine.
The blast cuts along the engine until finally it EXPLODES. SEBULBA deftly
veers away.
ANAKIN works his way through a dense mass of racers as they zoom over a
dune sea, kicking up dust. His Pod shakes violently as he goes over a jump.
One of the Podracers, ODY, catches one of his engines in the sand, and the
whole thing EXPLODES.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

QUI-GON sits quietly, meditating. PADME and SHMI search the landscape for
any sign of the racers. JAR JAR is still annoying FANTA for information.
The crowd SCREAMS. WATTO is laughing with his friends, confident in
Anakin's defeat.
The quadra-Pod engines start just as the racers come around the corner. The
DRIVER, BEN QUADINAROS, puts it in gear, and the four engines go off in all
directions, EXPLODING in a spectacular display. The Pod drops to the ground
as SEBULBA enters the arena, closely followed by all the OTHER RACERS.
KITSTER strains to see as ARTOO beeps excitedly. The announcer continues.

FODE/BEED : - (O.S)
B ; There goes Quadinaros' power couplings.
A : Sebulba! Ka pa me cheespa wata! (Here comes Sebulba in record time.)

QUI-GON, PADME, SHMI, and JAR JAR yell for joy as ANAKIN passes. JAR JAR is
very nervous and pounds on the back of his alien neighbor, FANTA. JAR JAR :
What gooie-on?
FANTA : Bug off.

Lap two. SEBULBA and the pack race past the main arena. The crowd stands
and YELLS as the Podracers scream off into the distance. QUI-GON and PADME
look worried.

JAR JAR : He musta crash-ud.
PADME : Here he comes!

EXT. MOS ESPA - ARENA - PIT AREA - DAY (FX)

ARTOO lets out an excited whistle, as KITSTER yells.

THREEPIO : He has to complete two more circuits? Oh dear!

EXT. MOS ESPA - RACETRACK - DAY (FX)

Sure enough, coming around the bend is ANAKIN, quickly gaining on the pack.
The two-headed announcer describes the action. The crowd goes wild.

FODE/BEED : - (O.S.)
B : It looks like Skywalker is moving up through the field. He's in...
A : Steeth pa nagoola! (Sixth place, not bad.)

ANAKIN continues to gain on the pack. Tension for SHMI and PADME is
unbearable.
ODY stops in the pits. Droids work on his engines. DUM-4 stands in front of
the engine and is sucked in, causing the engine to die. DUM-4 is spit out
the back of the engine, very bent up. The engine lets out one final wheeze,
then EXPLODES in a puff of smoke.

FODE/BEED : - (O.S.)
A : Ody Mandrell! Coona wa wunda dunko! (Ody Mandrell into the pits for
some attention.)
ODY : Droids!

TERTER is getting close to SEBULBA, who purposely breaks a small part off
his Pod, sending it into Terter's engine, causing him to veer into ANAKIN,
and unhooks one of the main straps on Anakin's engines that links the Pod
to his engines.
ANAKIN struggles to keep control of the little Pod. It whips about wildly.
As the Pod swings near the broken engine strap, ANAKIN grabs for it.
Finally, he catches the strap and manages to unhook it to the Pod.
SEBULBA cuts the engine of OBITOKI with his side exhaust, and the racer
crashes with a cloud of dust. A THIRD RACER, HABBA, flie into the cloud of
dust and crashes into OBITOKI. ANAKIN rounds a corner and heads into the
cloud of smoke. He hits a part of one of the engines but regains control.

FODE/BEED : - (O.S.)
B :At the start of the third and final lap, Sebulba is in the lead, closely
followed by Skywalker...

ANAKIN finally catches up with SEBULBA, and runs neck and neck over the
rough terrain. JAR JAR, QUI-GON, SHMI, and PADME all SCREAM s ANAKIN comes
through the arena. The lights in the tower indicate that this is the third
and last lap. WATTO begins to worry.
SEBULBA uses his side exhaust port to try to cut through Anakin's engines.
ANAKIN manages to avoid having his engine disabled but is forced off
course.

FODE/BEED : - (O.S.)
B : Skywalker is forced onto the service ramp!
A : Oh noah!

On a tight corner, ANAKIN dives to the inside and takes the lead.

FODE BEED : - (O.S.)
B : Amazing... a controlled thrust and he's back on course! What a move!

SEBULBA is furious. He stay's right on Anakin's tail, crowding him and
pushing him through the turns.
SEBULBA pushes ANAKIN harder, and the young boy has a difficult time
keeping control. One of the parts on Anakin's engines begins to shake
loose. ANAKIN sees it and switches over to an auxiliary system. While he is
trying to accomplish this maneuver, SEBULBA races past him.
ANAKIN tries to get around SEBULBA, to no avail. Every move ANAKIN makes,
SEBULBA is able to block.
Finally, ANAKIN fakes a move into the inside as he usually does, then tries
to go around SEBULBA on the outside. They race sid by side down the final
stretch of the track.

FODE/BEED : - (O.S.)
B : He's catching Sebulba.
A : Inkabunga. (Incredible!)

SEBULBA veers toward ANAKIN and bangs into his Pod. He crashes into ANAKIN
over and over. The young boy struggles to maintain control as the steering
rods on the two Pods become hooked together. SEBULBA laughs at ANAKIN.

FODE/BEED : - (O.S.)
B : That little human being is out of his mind.
A : Punda tah punda! (They're neck and neck!)
B : They're side by side!
A : Bongo du bongu! (Shoulder to shoulder!)

As they head for the final stretch, ANAKIN fights to unlock the steering
rods by trying to pull away from SEBULBA. The strain on the steering rod is
tremendous. Suddenly, ANAKIN's steering arm breaks, and his Pos starts
spinning.
The release of tension sends SEBULBA into an ancient statue. One engine
EXPLODES, then the other. SEBULBA skids through the fire-balls, blackened,
but unhurt. He slides to a smoking stop, gets out of his racer, and throws
what's left of a shifter arm on the ground. Suddenly he realizes his pants
are on fire, and he struggles to put them out. ANAKIN flies through the
EXPLOSION as the crowd stands, CHERRING. PADME and JAR JAR jump up and down
with excitment, PADME screaming for joy. ARTOO and KITSTER whistle
hysterically. QUI-GON and SHMI smile. ANAKIN races over the finish line,
the winner.

INT. MOS ESPA - ARENA ANNOUNCERS BOX - DAY (FX)

The two-headed announcer excitedly calls the finish.

FODE/BEED : -
B : It's Skywalker! The crowd are going nuts! Oh Ah Oh Ah (rock head in
tandem with partner)

EXT. MOS ESPA - ARENA - DAY

As ANAKIN stops the Podracer, KISTER turns up, and they embrace. Hundreds
of SPECTATORS join them and put ANAKIN on their shoulders, marching off,
CHEERING AND CHANTING. Darth Maul's PROBE DROIDS move through the crowd.

INT. MOS ESPA - ARENA - PRIVATE BOX - DAY

Several ALIENS leave Watto's box, laughing and counting their money. WATTO
sees QUI-GON standing in the doorway.

WATTO : You! You swindled me! You knew the boy was going to win! Somehow
you knew it! I lost everything.

WATTO flies up to QUI-GON and puts his face right up against QUI-GON's.
QUI-GON simply smiles.

QUI-GON : Whenever you gamble, my freind, eventually you'll lose. Bring the
parts to the main hanger. I'll come by your shop later so you can release
the boy.
WATTO : You can't have him! It wasn't a fair bet!
QUI-GON : Would you like to discuss it with the Hutts...I'm sure they can
settle this.
WATTO : No, no! I want no more of your tricks! Take him!

The SITH PROBE DROID watches with great interest.

EXT. MOS ESPA - ARENA - MAIN HANGER - DAY

The Main Hanger is almost deserted as RACERS depart.

INT. MOS ESPA - ARENA - MAIN HANGER - DAY

JAR JAR gives ANAKIN a great hug, then PADME gives him a hug, then SHMI.

ANAKIN : Ah, gee...enough of this...
SHMI : It's so wonderful, Annie. You have brought hope to those who have
none. I'm so very proud of you...
PADME : We owe you everything.
ANAKIN : Just feeling this good was worth it.

In the background, QUI-GON has harnessed the EOPIES to containers full of
parts.

QUI-GON : Padme. Jar Jar, let's go, we've got to get these parts back to
the ship.

The GROUP walks over to QUI-GON and the EOPIES.
PADME climbs on behind QUI-GON. JAR JAR swings up onto the second EOPIE,
only to slwly slide off the other side. ARTOO whistles. ANAKIN and SHMI
wave as they ride off.

QUI-GON : (Cont'd) I'll return the eopies by midday.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

ARTOO cruises ahead of QUI-GON and PADME, who are riding one of the EOPIES;
JAR JAR ridses the other. They stop in front of the sleek Naboo spacecraft.
OBI-WAN comes out of the ship and joins them.

QUI-GON : Start getting this hyperdrive generator installed. I'm going
back...some unfinished business. I won't be long.
OBI-WAN : Why do I sense we've picked up another pathetic life form...?
QUI-GON : It's the boy who's responsible for getting those parts.

On a hill far overlooking the Naboo spacecraft, the SITH PROBE DROID turns
and speeds away.

EXT. TATOOINE - STREET - SLAVE QUARTERS - DAY

ANAKIN and A GREEDO are rolling around on the floor, fighting. About A
DOZEN OR SO KIDS are standing around them, yelling. Suddenly, a long shadow
is cast over the TWO BOYS; they stop fighting and look up. QUI-GOMN is
towering above them. KITSTER is with them.

QUI-GON : What's this?
ANAKIN : He said I cheated.
QUI-GON : Did you?
ANAKIN : No!
QUI-GON : Do you still think he cheated?
GREEDO : Yes.
QUI-GON : Well, Annie. You know the truth... You will have to tolerate his
opinion, fighting won't change it.

QUI-GON moves off down the street. Anakin follows. The GREEDO wanders over
to WALD who has been watching the goings-on.

WALD : Keep this up, Greedo, and you're gonna come to a bad end.

Farther down the street QUI-GON and ANAKIN head toward Anakin's hovel.
QUI-GON takes a handful of credits from beneath his poncho and hands them
to the boy.

QUI-GON : These are yours. We sold the Pod.
ANAKIN : (suddenly beaming) Yes!

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

SHMI is cleaning up as ANAKIN bursts through the door, followed by QUI-GON.

ANAKIN : Mom, he sold the Pod. Look at all the money we have!

ANAKIN pulls a bag of coins out of his pocket.

SHMI : Oh, my goodness, That's wonderful.
QUI-GON : And Anakin has been freed.
ANAKIN : What?!?
QUI-GON : You're no longer a slave.

ANAKIN jumps for joy! SHMI is stunned.

ANAKIN : Did you hear that, Mom? (to Qui-Gon) Was that part of the prize,
or what?
QUI-GON : Let's just say Watto has learned an important lesson about
gambling.
SHMI : Now you can make your dreams come true, Annie. You're free! (turns
to Qui-Gon) Will you take him with you? Is he to become a Jedi?
QUI-GON : Our meeting was not a coincidence. Nothing happens by accident.
You are strong with the Force, but you may not be accepted by the Coucil.
ANAKIN : A Jedi! Mighty blasters, you mean I get to go with you in your
starship and everything?!

QUI-GON kneels down to the boy.

QUI-GON : Anakin, training to be a Jedi will not be a easy challenge. And
if you succeed, it will be a hard life.
ANAKIN : But it's what I want. What I've always dreamed about. Can I go,
Mom?!
QUI-GON : This path has been placed for you, Annie; the choice to take it
is yours alone.

ANAKIN thinks, looks to his mother, then to QUI-GON.

ANAKIN : I want to go.
QUI-GON : Then, pack your things. We haven't much time.
ANAKIN : Yipee!!

ANAKIN hugs his mom and starts for the other room, then stops. SHMI and
QUI-GON give each other a knowing look. ANAKIN has realized something.

ANAKIN : (Cont'd) What about Mom? Is she free too? You're coming, aren't
you, Mom
QUI-GON : I tried to free your mother, Annie, but Watto wouldn't have it.
ANAKIN : But the money from selling...
QUI-GON : It's not nearly enough.

SHMI comes over to her son and sits next to him. Taking both of his hands
in hers, she draws him close.

SHMI : Son, my place is here. My future is here. It is time for you to let
go...to let go of me. I cannot go with you.
ANAKIN : I want to stay with you. I don't want things to change.
SHMI : You can't stop change any more than you can stop the suns from
setting. Listen to your feelings; Annie, you know what's right.

ANAKIN takes a deep breath, drops his head. QUI-GON and SHMI exchange a
look of concern. When ANAKIN raises up, there are tears in his eyes.

ANAKIN : I'm going to miss you so much, Mom...
SHMI : I love you, Annie...now hurry.

ANAKIN and SHMI hug. ANAKIN runs into the other room.

SHMI : (Cont'd) Thank you.
QUI-GON : I will watch after him. You have my word. Will you be all right?
SHMI : He was in my life for such a short time.

INT. ANAKIN'S HOVEL - SECOND ROOM - DAY

ANAKIN has thrown the last of his things in a small backpack. As he leaves,
he stops and pushes the button that wakes his droid up. THREEPIO stares at
him blankly.

ANAKIN : Well, Threepio, I'm free...and I'm going away...in a starship...
THREEPIO : Master, Annie, you are my maker, and I wish you well. Although
I'd like it better if I were a little less naked.
ANAKIN : I'm sorry I wasn't able to finish you, Threepio...give you
coverings and all... I'm going to miss working on you. You've been a great
pal. I'll make sure Mom doesn't sell you or anything. Bye.

THREEPIO stares at ANAKIN as he rushes out of the room.

THREEPIO : Sell me?!?

EXT. MOS ESPA - STREET - SLAVE QUARTERS - DAY

KITSTER runs up to ANAKIN as he and QUI-GON exit Anakin's hovel. SHMI
stands in the doorway. ANAKIN pulls a handful of coins out of his pocket
and gives them to KITSTER.

KITSTER : There are so many of us who want you to stay, Annie... You're a
hero.
ANAKIN : I... (looks to SHMI) I... have to go.

QUI-GON has moved a short way down the street.

KITSTER : Well.
ANAKIN : Well.
KITSTER : Thank's for every moment you've been here. You're my best friend.
ANAKIN : I won't forget.

ANAKIN hugs KITSTER and runs toward QUI-GON, then stops to look back at his
mother standing in the doorway. He turns back to QUI-GON, then turns and
runs back to his mother.

ANAKIN : (starting to cry) I can't do it, Mom. I just can't.

SHMI hugs ANAKIN. QUI-GON watches from the distance. She kneels down and
looks him in the face.

SHMI : Annie, remember when you climbed the great dune in order to chase
the Banthas away so they wouldn't be shot... Remember how you collapses
several times, exhausted thinking you couldn't do it?

ANAKIN shakes his head.

SHMI : (Cont'd) This is one of those times when you have to do something
you don't think you can do. I know how strong you are, Annie. I know you
can do this...
ANAKIN : Will I ever see you again?
SHMI : What does your heart tell you?
ANAKIN : I hope so...yes...I guess.
SHMI : Then we will see each other again.
ANAKIN : I.. will become a Jedi and I will come back and free you, Mom...I
promise.
SHMI : No matter where you are, my love will be with you. Now be brave, and
don't look back... don't look back.
ANAKIN : I love you so much.

SHMI hugs ANAKIN, then turns him around so he is facing QUI-GON, and off he
marches, like the brave little trooper that he is. He marches right past
QUI-GON, starring right ahead, tears in his eyes, determined not to look
back.

EXT. TATOOINE - DESERT MESA - DAY

The PROBE DROID beeps and whistles to DARTH MAUL. The SITH LORD gets on a
speeder bike and follows the PROBE DROID into Mos Espa.

EXT MOS ESPA - STREET - FRUIT STAND - DAY

ANAKIN and QUI-GON exit WATTO'S and stop before JIRA'S fruit stand. ANAKIN
hands JIRA some coins.

ANAKIN : I've been freed, and I'm going away. Buy yourself a cooling unit
with this... Otherwise I'll worry about you.

JIRA is astonished. She stares, not knowing what to say.

JIRA : Can I give you a hug
ANAKIN : Sure.

She gives him a hug.

JIRA : I'll miss you, Annie.. there isn't a kinder boy in the galaxy. You
be careful...

ANAKIN runs to join QUI-GON, who has already started down the street. As
they walk along together, QUI-GON notices something out of the corner of
his eye.
Suddenly, without breaking his stride, he ignites his laser sword, swing
around, and lunges forward and cuts a lurking PROBE DROID in half. QUI-GON
inspects the sparking and fizzing DROID.

ANAKIN : What is it?
QUI-GON : Probe droid. Very unusual... not like anything I've seen before.
Come on.

QUI-GON and ANAKIN start running.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

QUI-GON and ANAKIN run toward the Naboo spacecraft. ANAKIN is having a hard
time keeping up.

ANAKIN : Master Qui-Gon,sir, wait!

QUI-GON turns to answer and sees a DARK-CLOAKED FIGURE bearing down on a
speeder bike.

QUI-GON : Anakin, drop!

ANAKIN drops to the ground just as DARTH MAUL sweeps over him. DARTH MAUL
jumps off his speeder bike, and before he has hit the ground, the Sith Lord
has swund a death blow with his laser sword that is barely blocked by
QUI-GON.
ANAKIN picks himself up. The two galactic warriors, Sith and Jedi, are
bashing each other with incredible blows. They move in a continual cloudof
dust, smashing everything around them. This is a fierce fight. ANAKIN gets
up, bewildered by the confrontation.

QUI-GON : (Cont'd) Annie, get to the ship! Take off! Go! Go!

QUI-GON struggles to fend off the relentless onslaught as ANAKIN races to
the ship.

INT. NABOO SPACECRAFT - HALLWAY

ANAKIN runs into the main hallway of the spaceship, where PADME and CAPTAIN
PANAKA are working.

ANAKIN : Qui-Gon's in trouble. He says to take off...now!!
CAPT. PANAKA : Who are you?
PADME : He's a friend.

INT. NABOO SPACECRAFT - COCKPIT

CAPTAIN PANAKA, ANAKIN, and PADME rush into the cockpit where OBI-WAN and
RIC OLIE are checking the hyperdrive.

CAPT. PANAKA : Qui-Gon is in trouble, he says to take off!
PILOT : I don't see anything.
OBI-WAN : Over there! Fly low!

In the distance is a small cloud of dust.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

QUI-GON and DARTH MAUL continue theirsword battle. Leaping over one another
in an incredible display of acrobatics, the two warrios hear the ship fly
over them a few feet off the ground. QUI-GON almost dissapears for a
moment.
Before DARTH MAUL knows what's happening, QUI-GON is on the spacecrat's
ramp.

EXT. TATOOINE - NABOO SPACECRAFT RAMP - DAY

The SITH LORD immediately jumps onto the ramp after QUI-GON, but barely
makes it. His heels hang over the edge of a forty-foot drop. QUI-GON swings
his laser sword with all his might and knocks DARTH AMUL off the ramp and
onto the desert floor. The ramp closes, and the Naboo craft rockets away,
leaving the Sith Lord standing alone.

EXT. SPACE - NABOO SPACECRAFT (FX)

The sleek spacecraft rockets away from the planet Tatooine.

INT. NABOO SPACECRAFT - HALLWAY

ANAKIN and OBI-WAN rush into the hallway to find QUI-GON collapsed on the
floor opposite the entry. ARTOO is looking over him. The JEDI is breathing
hard, wet with sweat and covered in dirt.

ANAKIN : Are you all right?
QUI-GON : I think so... that was a surpirse I wont soon forget.
OBI-WAN : What was it?
QUI-GON : I don't know... but he was well trained in the Jedi arts. My
guess is he was after the Queen...
ANAKIN : Do you think he'll follow us?
QUI-GON : We'll be safe enough once we're in hyperspace, but I have no
doubt he knows our destination.
ANAKIN : What are we going to do about it?

OBI-WAN gives ANAKIN a "who are you?" look. ANAKIN returns an innocent
stare.

QUI-GON : We will be patient. Anakin Skywalker, meet Obi-Wan Kenobi.
ANAKIN : Pleased to meet you. Wow! You're a Jedi too?

OBI-WAN gives the boy a skeptical look.

INT. COCKPIT - SPACE

RIC OLIE pulls back on the hyperdrive. OBI-WAN, QUI-GON, and ANAKIN watch.

QUI-GON : Let's hope this hyperdrive works and Watto didn't get the last
laugh.

The stars streak outside the cockpit window.

EXT. SPACE - NABOO SPACECRAFT (FX)

The ship streaks into hyperspace.

EXT. THEED - STREET - NIGHT (FX)

SEVERAL FEDERATION DROIDS patrol a deserted city street. The Palace can be
seen in the distance.

INT. NABOO PALACE - THRONE ROOM - THEED - NIGHT

NUTE sits in a strange, mechanical walking chair, which approaches SIO
BIBBLE and SEVERAL OTHER NABOO OFFICIALS. RUNE follows a few paces behind.
DROID GUARDS surround SIO BIBBLE and THE OTHERS as FOUR COUNCIL MEMBERS
watch.

NUTE : When are you going to give up this pointless strike? Your Queen is
lost, your people are starving, and you, Governor, are going to die, much
sooner than your people, I'm afraid. Take him away!
BIBBLE : This invasion will gain you nothing. We're a democracy. The people
have decided... They will not live under your tyranny.

BIBBLE is taken away as OOM-9 approaches NUTE.

OOM-9 : My troops are in position to begin searching the swamps for these
rumored underwater villages... they will not stay hidden for long.

INT. NABOO SPACECRAFT - MAIN AREA

The ship is asleep. The lights are dim as PADME walks into the main room.
She goes to a monitor and watches the BIBBLE plea recording. JAR JAR is
stretched out on the floor, snoring. ARTOO is to one side, cooing as he
rests.
PADME appears tired. She senses someone watching her and turns around with
a start. She sees ANAKIN sitting in the corner, shivering and looking
verydejected. She goes over to him. He looks up at her with tears in his
eyes. He is holding his arms to keep himself warm.

PADME : Are you all right?
ANAKIN : It's very cold.

PADME gives him her over-jacket.

PADME : You're from a warm planet, Annie. Too warm for my taste. Space is
cold.
ANAKIN : You seem sad.
PADME : The Queen is...worried. Her people are suffering...dying. She must
convince the Senate to intervene, or...I'm not sure what will happen.
ANAKIN : I'm...I'm not sure what's going to happen to me. I dunno if I'll
ever see you again.. (he pulls something from his pocket) I made this for
you. Sou you'd remember me. I carved it out of a japor snippet... It will
bring you good fortune.

ANAKIN hands a wooden pendant to PADME. She inspects it, then puts it
around her neck.

PADME : It's beautiful, but I don't need this to remember you. Many things
will change when we reach the capital, Annie. My caring for you will always
remain.
ANAKIN : I care for you too. Only I...miss...

ANAKIN is disturbed about something. Tears are in his eyes.

PADME : ...You miss your mother.

ANAKIN looks at her, unable to speak. She hugs him.

EXT. SPACE - PLANET CORUSCANT (FX)

MOVE with the ship as it heads toward Coruscant.

INT. CORUSCANT - CITYSCAPE - NABOO SPACECRAFT - DAY (FX)

The spacecraft dlies over the endlesscityscape of Coruscant, the capital of
the galaxy.

INT. NABOO SPACECRAFT - COCKPIT

ANAKIN looks out the cockpit window in awe.

RIC OLIE : Coruscant...the capital of the Republic...the entire planet is
one big city.
ANAKIN : Wow! It's so huge!

INT. NABOO SPACECRAFT - DAY (FX)

The ship flies through the cityscape of Coruscant.

EXT. CORUSCANT - SENATE LANDING PLATFORM - DAY

Supreme Chancellor VALORUM, SEVERAL GUARDS, and SENATOR PALPATINE stand on
a landing platform.
The sleek Naboo spacecraft lands on the platform high above the street
level of the galactic capital. The ramp lowers. OBI-WAN, QUI-GON, JAR JAR
and ANAKIN descend the ramp first and bow before PALPATINE and VALORUM.
CAPTAIN PANAKA, TWO GUARDS, QUEEN AMIDALA, then PADME, RABE, EIRTAE,
and
MORE GUARDS descend the ramp. QUEEN AMIDALA stops before the group.
ANAKIN and JAR JAR stand to one side, looking at the huge city. PADME
smiles at ANAKIN. PALPATINE bows before the Queen.

PALPATINE : It is a great gift to see you alive, Your Majesty. May I
present Supreme Chancellor Valorum.
VALORUM : Welcome, Your Highness. It is an honor to finally meet you in
person. I must relay to you how distressed everyone is over the currant
situation. I've called for a special session of the Senate to hear your
position.
AMIDALA : I am grateful for your concern, Chancellor.

PALPATINE starts to lead QUEEN AMIDALA and her RETINUE off the platform
toward a waiting air taxi.

PALPATINE : There is a question of precedure, but I feel confident we can
overcome it...

JAR JAR and ANAKIN start to follow, then stop, noticing that OBI-WAN and
QUI-GON are staying with the SUPREME CHANCELLOR. QUEEN AMIDALA waves to the
duo to follow her. ANAKIN looks back to QUI-GON, and he nods to go ahead.
ANAKIN and JAR JAR join the QUEEN, PALPATINE, PADME, RABE and EIRTAE in the
taxi. PALPATINE gives the Gungan and the boy in the back of the taxi a
skeptical look. JAR JAR leans over to ANAKIN.

JAR JAR : Da Queens- a bein grossly nice, mesa tinks. (he looks around)
Pitty hot!

VALORUM and the JEDI watch the taxi move off into the city.

QUI-GON : I must speak with the Jei Council immediately, Your Honor. The
situation has become more complicated.

INT. PALPATINE'S QUARTERS - ANTEROOM - DAY

QUEEN AMIDALA is sitting listening to PALPATINE. EIRTAE and RABE stand
behind the QUEEN; PADME is nowhere to be sen. ANAKIN and JAR JAR are
waiting in an adjoining room. They can see the Queen but cannot hear what
is being said.

JAR JAR : Dissen all pitty odd to my.
ANAKIN : Don't look at me. I don't know what's going on.

CAPTAIN PANAKA enters, then goes into the room with QUEEN AMIDALA.

INT. PALPATINE'S QUARTERS - LIVING AREA - DAY

PALPATINE is pacing as CAPTAIN PANAKA enters. EIRTAE and RABE stand to one
side.

PALPATINE : ...the Republic is not what it once was. The Senate is full of
greedy, squabbling delegates who are only looking out for themselves and
their home sytems. There is no interest in the common good...no civility,
only politics...its disgusting. I must be frank, Your Majesty, there is
little chance the Senate will act on the invasion.
AMIDALA : Chancellor Valorum seems to think there is hope.
PALPATINE : If I may say so, Your Majesty, the Chancellor has little real
power...he is mired down by baseless accusations of corruption. A
manufactured scandal surrounds him. The bureaucrats are in charge now.
AMIDALA : What options do we have?
PALPATINE : Our best choice would be to push for the election of a stronger
Supreme Chancellor. One who will take control of the bureaucrats, enforces
the laws, and give us justice. You could call for a vote of no confidence
in Chancellor Valorum.
AMIDALA : He has been our strongest supporter. Is there any other way?
PALPATINE : Our only other choice would to be to submit a plea to the
courts...
AMIDALA : There's no time for that. The courts take even longer to decide
things than the Senate. Our people are dying, Senator...more and more each
day. We must do something quickly to stop the Federation.
PALPATINE : To be realistic, Your Highness, I'd say we're going to have to
accept Federation control for the time being.
AMIDALA : There is something I cannot do.

EXT. TEMPLE OF THE JEDI - DAY (FX)

A unique building with it tall spires stands out against the Coruscant
skyline. A small transport passes by the vast temple.

INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - DAY

QUI-GON stands in a tall stately room. Twelve JEDI sit in a semi-circle.
OBI-WAN stands behind QUI-GON in the center of the room.
The Senior Jedi is MACE WINDU. To his left is an alien Jedi named
KI-ADI-MUNDI, and to his right, the Jedi Master, YODA.

QUI-GON : ...my only conclusion can be that it was a Sith Lord.
MACE WINDU : A Sith Lord?!?
KI-ADI : Impossible! The Sith have been extinct for a millenium.
YODA : The very Republic is threatened, if involved the Sith are.
MACE WINDU : I do not believe they could have returned without us knowing.
YODA : Hard to see, the dark side is. Discover who this assassin is, we
must.
KI-ADI : I sense he will reveal himself again.
MACE WINDU : This attack was with purpose, that is clear, and I agree the
Queen is the target.
YODA : With this Naboo queen you must stay, Qui-Gon. Protect her.
MACE WINDU : We will use all our resources here to unravel this mystery and
discover the identity of your attacker... May the Force be with you.
YODA : May the Force be with you.

OBI-WAN turns to leave, but QUI-GON continues to face the Council.

YODA : (Cont'd) Master Qui-Gon more to say have you?
QUI-GON : With your permission, my Master. I have encountered a vergence in
the Force.
YODA : A vergence, you say?
MACE WINDU : Located around a person?
QUI-GON : A boy... his cells have the highest concentration of
midi-chlorians I have seen in a life form. It is possible he was conceived
by the midi-chlorians.
MACE WINDU : You're referring to the prophesy of the one who will bring
balance to the Force...you believe it's this boy??
QUI-GON : I don't pressume...
YODA : But you do! Revealed your opinion is.
QUI-GON : I request the boy be tested.

The JEDI all look to one another. They nod and turn back to OBI-WAN and
QUI-GON.

YODA : Trained as a Jedi, you request for him?
QUI-GON : Finding him was the will of the Force...I have no doubt of that.
There is too much happening here...
MACE WINDU : Bring him before us, then.
YODA : Tested he will be.

INT. QUEENS QUARTERS - CORUSCANT - DAY Anakin, tentative, walks down one of
the long hallways in Senator Palpatine's quarters. He stops before a dor
that is flanked by TWO GUARDS.

GUARD : May I help you, son?
ANAKIN : I'm...I'm looking for the handmaiden, Padme.

The GUARD speaks into his comlink as ANAKIN looks around a bit nervously.

GUARD : The boy is here to see Padme.
RABE : Send him in.

The doors open, and ANAKIN enters the Queen's quarters.
RABE greets ANAKIN as TWO OTHER HANDMAIDENS come and go into the next room.

ANAKIN : I'd like to speak with Padme, if I could.
RABE : I'm sorry, Annie. Padme is not here right now.

The Queen speaks out in the next room.

AMIDALA : (O.S.) Who is it?
RABE : Anakin Skywalker, to see Padme, Your Highness.

The QUEEN moves into the doorway and studies ANAKIN. ANAKIN bows and looks
down, then takes a peek at her.

AMIDALA : I've sent Padme on an errand.
ANAKIN : I'm going to the Jedi temple to start my training, I hope.

The QUEEN just stares at him.

ANAKIN : (Cont'd) I may not see her again...and... I just wanted to say
goodbye.
AMIDALA : We will tell her for you. We're sure her heart goes with you.

ANAKIN bows again.

ANAKIN : Thank you, Your Highness. I'm sorry to have disturbed you.

The QUEEN dissapears behind the doorway, and ANAKIN exits.

EXT. CORUSCANT - GALACTIC SENATE BUILDING - DAY (FX)

A large, distinctive looking domed building stands out amid the cityscape
of Coruscant.

INT. MAIN ROTUNDA - GALACTIC SENATE - DAY

The Senate chambers are huge. Thousands of SENATORS and their AIDES sit in
the circular assembly area. CHANCELLOR VALORUM sits in an elevated area in
the center. Hindreds of AIDES and DROIDS hurry about. SENATOR PALPATINE,
QUEEN AMIDALA, EIRTA, RABE, and CAPTAIN PANAKA sit in the Naboo
congressional box, which is actually a floating platform. PALPATINE leans
over to the QUEEN.

PALPATINE : If the Federation moves to defer the motion...Your Majesty,
Ibeg of you to ask for a resolution to end this congressional session.
AMIDALA : I wish I had your confidence in this, Senator.
PALPATINE : You must force a new election for Supreme Chancellor...I
promise you there are many who will support us...it is our best chance...
Your Majesty, our only, chance.
AMIDALA : You truely believe Chancellor Valorum will not bring our motion
to a vote?
PALAPATINE : He is distracted...he is afraid. He will be of no help.
VALORUM : The Chair recognizes the Senator from the sovereign system of
Naboo.

The Naboo congressional box floats into the center.

PALPATINE : Supreme Chancellor, delegates of the Senate. A tragedy has
occured on our peaceful system of Naboo. We have become caugt in a dispute
you're all well aware of, which began right here with the taxation of trade
routes, and has now engulfed our entire planet in the oppresion of the
Trade Federation.

A second box rushes into the center of the Senate. It is filled with
Federation trade barons led by LOTT DOD, the Senator for the Federation.

LOTT DOD : This is outrageous! I object to the Senator's statements!
VALORUM : The Chair does not recognize the Senator from the Trade
Federation at this time. Please return to your station.

LOTT DOD reluctantly moves back to his place.

PALPATINE : To state our allegations, I present Queen Amidala, the recently
elected ruler of Naboo, to speak on our behalf.

QUEEN AMIDALA stands and addresses the assembly. There is some applause.

AMIDALA : Honorable representatives of the Republic, distinguished
delegates, and Your Honor Supreme Chancellor Valorum, I come to you under
the gravest of circumstances. The Naboo system has been invaded by force.
Invaded...against all the laws of the Republic by the Droid Armies of the
Trade...
LOTT DOD : I object! There is no proof. This is incredible. We recommend a
commision be sent to Naboo to assertain the truth.
VALORUM : Overruled.
LOTT DOD : Your Honor, you cannot allow us to be condemned without
reasonable observation. It's against all the rules of procedure.

A third box representing Malastare moves into the center of the room. AKS
MOE, the Ambassador, addresses the convention.

AKS MOE : The Congress of Malastare concurs with the honorable delegate
from the Trade Federation. A commision must be appointed...that is the law.
VALORUM : The point...

VALORUM confers with several of his AIDES and VICE CHAIRMAN MAS AMEDDA.
PALPATINE whispers something to the QUEEN.

PALPATINE : Enter the bureaucrats, the true rulers of the Republic, and on
the payroll of the Trade Federation, I might add. This is where Chancellor
Valorum's strength will dissapear.
VALORUM : The point is conceded...Section 523A take precedence here. Queen
Amidala of the Naboo, will you defer your motion to allow a commission to
explore the validity of your accusations?

QUEEN AMIDALA is angry but remains composed.

AMIDALA : (angrily) I will not defer...I have come before you to resolve
this attack on our sovereignty now. I was not elected to watch my people
suffer and die while you discuss this invasion in a committee. If this body
is not capable of action, I suggest new leadership is needed. I move for a
"vote of no confidence"...in Chancellor Valorum's leadership.
VALORUM : What?...No!

This causes a great stir in the assembly. A loud mumur cresendos into a
roar of approval and jeers. CHANCELLOR VALORUM is stunned and stands
speechless. His Vice Chair, MAS AMEDDA, takes over.

MAS AMEDDA : Order! We shall have order...

Things settledown a little. The Federation box settles next to AMIDALA.
PRINCE BAIL ORGANA moves his box into the arena.

BAIL ORGANA : Alderaan seconds the motion for a vote of no confidence in
Chancellor Valorum.
MAD AMEDDA : The motion has been seconded by Bail Organa of Alderaan.

MAS AMEDDA turns to the confused VALORUM, and whispers something to him.

BAIL ORGANA : There must be no delays. The motion is on the floor and must
be voted upon in this session.
LOTT DOD : The Trade Federation moves the motion be sent to the procedures
committee for study.

The assembly begins to chant. VALORUM talks to MAS AMEDDA.

ASSEMBLY : Vote now! Vote now! Vote now!

PALPATINE stands next to AMIDALA.

PALPATINE : You see, Your Majaesty, the tide is with us...Valorum will be
voted out, I assure you, and they will elect in a new Chancellor, a strong
Chancellor, one who will not let our tragedy continue...
MAS AMEDDA : Thew Supreme Chancellor requests a recess. Tomorrow we will
begin the vote.

The Federation delegation is furious. VALORUM turns to PALPATINE.

VALORUM : Palpatine, I thought you were my ally...my friend. You have
betrayed me! How could you do this?

EXT. PALACE OF THE JEDI - BALCONY - SUNSET

OBI-WAN and QUI-GON stand outside the palace on a balcony.

OBI-WAN : The boy will not pass the Council's tests, Master, and you know
it. He is far too old.
QUI-GON : Anakin will become A Jedi...I promise you.
OBI-WAN : Don't defy the Council, Master..not again.
QUI-GON : I will do what I must.
OBI-WAN : Master, you could be sitting on the Council by now if you would
just follow the code. They will not go along with you this time.
QUI-GON : You still have much to learn, my young apprentice.

INT. PALACE OF THE JEDI - COUNCIL CHAMBERS - SUNSET

ANAKIN stands before the TWELVE JEDI. MACE WINDU holds a small hand-held
viewing screen. In rapid succession, images flash across the screen.

ANAKIN : A ship...a cup...a speeder.

MACE WINDU turns the viewing screen off and nods toward YODA.

YODA : Good, good, young one. How feel you?
ANAKIN : Cold, sir.
YODA : Afraid are you?
ANAKIN : No, sir.
MACE WINDU : Afraid to give up your life?
ANAKIN : I don't think so.

ANAKIN hesitates for a moment.

YODA : See through you, we can.
MACE WINDU : Be mindful of your feelings...
KI-ADI : YOur thoughts dwell on your mother.
ANAKIN : I miss her.
YODA : Afraid to lose her..I think.
ANAKIN : (a little angry) What's that got to do with anything?
YODA : Eveything. Fear is the path to the dark side... fear leads to
anger... anger leads to hate.. hate leads to suffering.
ANAKIN : (angrily) I am not afraid!
YODA : A Jedi must have the deepest commitment, the most serious mind. I
sense much fear in you.
ANAKIN : (quietly) I am not afraid.
YODA : Then continue, we will.

INT. PALPATINES QUARTERS - SUNSET

QUEEN AMIDALA is standing, staring out the window, with JAR JAR. The lights
of the city shimmer before them. EIRTAE and SABE stand near the door. JAR
JAR turns to face the QUEEN and sees her sadness.

JAR JAR : Mesa wonder why da guds invent pain?
AMIDALA : To motivate us, I imagine...
JAR JAR : Yousa tinken yousa people ganna die?
AMIDALA : I don't know.
JAR JAR : Gungans ganna get pasted too, eh?
AMIDALA : I hope not.
JAR JAR : Gungans do die'n without a fight.... wesa warriors. Wesa gotta
grand army. Dat why you no liken us, metinks.

PALPATINE and CAPTAIN PANAKA rush into the rom and bow before the QUEEN.

CAPT. PANAKA : Your Highness, Senator Palpatine has been nominated to
succeed Valorum as Supreme Chancellor.
PALPATINE : A surprise, to be sure, but a welcome one. I promise, Your
Majesty, if I am elected, I will bring democracy back to the Republic. I
will put an end to corruption. The Trade Fedreation will lose its influence
over the bureaucrats, and our people will be freed.
AMIDALA : Who else can be nominated?
CAPT. PANAKA : Bail Antilles of Alderaan and Ainlee Teem of Malastare.
PALPATINE : I feel confident...our "situation" will create a strong
sympaphy vote for us... I will be Chancellor, I promise you.
AMIDALA : I fear by the time you have control of the bureaucrats, Senator,
there will be nothing left of our cities, our people, our way of life...
PALPATINE : I understand your concern, Your Majesty; unfortunately, the
Federation has possession of our planet. The law is in their favor.
AMIDALA : With the Senate in transition, there is nothing more I can do
here...Senator, this is your arena. I feel I must return to mine. I have
decided to go back to Naboo. My place is with my people.
PALPATINE : Go back!! But, Your Majesty, be realistic! You would be in
danger. They will force you to sign the treaty.
AMIDALA : I will sign no treaty, Senator. My fate will be no different from
that of our people. Captain!
CAPT. PANAKA : Yes, Your Highness?
AMIDALA : Ready my ship!
CAPT. PANAKA : Please, Your Majesty, stay here...where it's safe.
AMIDALA : No place is safe, if the Senate doesn't condemn this invasion. It
is clear to me now that the Republic no longer functions as a democracy. If
you win the election, Senator, I know you will do everything possible to
stop the Federation. I pray you will bring sanity and compassion back to
the Senate.

AMIDALA and her RETINUE exit the room. PALPATINE has a self-satisfied smile
on his face.

INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - TWILIGHT

ANAKIN, OBI-WAN, and QUI-GON stand before the TWELVE MEMBERS OF THE JEDI
COUNCIL.

YODA : ...Correct you were, Qui-Gon.
MACE WINDU : His cells contain a high concentration of midi-chlorians.
KI-ADI : The Force is strong with him.
QUI-GON : He's to be trained, then.

The COUNCIL MEMBERS look to one another.

MACE WINDU : No. He will not be trained.

ANAKIN is crestfallen; tears begin to form in his eyes.

QUI-GON : No??!!

OBI-WAN smiles.

MACE WINDU : He is too old. There is already too much anger in him.
QUI-GON : He is the chosen one...you must see it.
YODA : Clouded, this boy's future is. Masked by his youth.
QUI-GON : I will trin him, then. I take Anakin as my Padawan learner.

OBI-WAN reacts with surprise. ANAKIN watches with interest.

YODA : An apprentice, you have, Qui-Gon. Impossible, to take on a second.
MACE WINDU : We forbid it.
QUI-GON : Obi-Wan is ready...
OBI-WAN : Iam ready to face the trials.
YODA : Ready so early, are you? What know you of ready?

ANAKIN watches as QUI-GON and OBI-WAN exchange angry looks.

QUI-GON : Headstrong....and he has much to learn about the living Force,
but he is capabe. There is little more he will learn from me.
YODA : Our own council we will keep on who is ready. More to learn, he
has...
MACE WINDU : Now is not the time for this...the Senate is voting for a new
Spreme Chancellor. Queen Amidala is returning home, which will put pressure
on the Federation, and could widen the confrontation.
YODA : And draw out the Queen's attacker.
KI-ADI : Events are moving fast...too fast.
MACE WINDU : Go with the Queen to Naboo and discover the identity of the
dark warrior. That is the clue we need to unravel this mystery of the Sith.

YODA : Young Skywalker's fate will be decided later.
QUI-GON : I brought Anakin here; he must stay in my charge. He has nowhere
else to go.
MACE WINDU : He is your ward, Qui-Gon...we will not dispute that.
YODA : Train him not. Take him with you, but train him not!
MACE WINDU : Protect the Queen, but do not intercede if it comes to war
until we have the Senate's approval.
YODA : May the Force be with you.

OBI-WAN, QUI-GON, and ANAKIN leave.

EXT. CORUSCANT - SENATE LANDING PLATFORM - NIGHT

QUI-GON, OBI-WAN, and ANAKIN stand on the landing platform outside the
ship. ARTOO whistles a happy tune as he leans over the edge of the
platform, watching the traffic. Suddenly, he leans over too far and falls
overboard. After a moment, he reappears, using his on-board jets to propel
himself back onto the landing platform. The wind whips at ANAKIN as he
listens to the JEDI.

OBI-WAN : It is not disrespect, Master, it is the truth.
QUI-GON : From your point of view....
OBI-WAN : The boy is dangerous...they all sense it. Why can't you?
QUI-GON : His fate is uncertain, not dangerous. The Council will decide
Anakin's future...that should be enough for you. Now get on board!
OBI-WAN reluctantly boards the Naboo spacecraft followed by ARTOO. QUI-GON
goes over to ANAKIN.
ANAKIN : Master Qui-Gon, sir, I do not wish to be a problem.
QUI-GON : You won't be, Annie....I'm not allowed to train you, so I want
you to watch me and be mindful...always remember, your focus determines
your reality. Stay close to me and you will be safe.
ANAKIN : Master, sir...I've been wondering...what are midi-chlorians?
QUI-GON : Midi-chlorians are a microcopic lifeform that reside within all
living cells and communicates with the Force.
ANAKIN : They live inside of me?
QUI-GON : In your cells. We are symbionts with the midi-chlorians.
ANAKIN : Symbionts?
QUI-GON : Life forms living together for mutual advantage. Without the
midi-chlorians, life could not exist, and we would have no knowledge of the
Force. They continually speak to you, telling you the will of the Force.
ANAKIN : They do??
QUI-GON : When you learn to quiet your mind, you will hear them speaking to
you.
ANAKIN : I don't understand.
QUI-GON : With time and training, Annie...you will.

Two taxis pull up, and CAPTAIN PANAKA, SENATOR PALPATINE, TWENTY OR SO
TROOPS, GUARDS, and OFFICERS walk briskly toward the ship, followed by
QUEEN AMIDALA, PADME, EIRTAE, and finally, JAR JAR. AMIDALA and her
HANDMAIDENS stop before the JEDI.

QUI-GON : (Cont'd) Your Highness, it is our pleasure to continue to serve
and protect you.
AMIDALA : I welcome your help. Senator Palpatine fears the Federation means
to destroy me.
QUI-GON : I promise you, I will not let that happen.

AMIDALA enters the ship, followed by her HANDMAIDENS. JAR JAR hugs QUI-GON
and ANAKIN.

JAR JAR : Wesa goen home!

They ALL move onto the ship. The ship takes off.

INT. NABOO PALACE - THRONE ROOM - THEED - NIGHT

NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

DARTH SIDIOUS : The Queen is on her way to you. I regret she is of no
further use to us. When she gets there, destroy her.
NUTE : Yes, my Lord.
DARTH SIDIOUS : Viceroy, is the planet secure?
NUTE : Yes, my Lord, we have taken over the last pockets of primitive life
forms. We are in complete control of the planet now.
DARTH SIDIOUS : Good. I will see to it that in the Senate, things stay as
they are. I am sending Darth Maul to join you. He will deal with the Jedi.
NUTE : Yes, my Lord.

DARTH SIDIOUS fades off.

RUNE : A Sith lord here with us?!!

INT. SPACE - NABOO SPACECRAFT COCKPIT

ANAKIN stands next to the PILOT, RIC OLIE, pointing to various buttons and
gauges.

ANAKIN : ...and that one?
RIC OLIE : The forward stabalizer.
ANAKIN : And those control the pitch?
RIC OLIE : You catch on pretty quick.

INT. NABOO SPACECRAFT - QUEEN'S CHAMBERS

SABE and EIRTAE stand behind QUEEN AMIDALA as she talks with QUI-GON and
CAPTAIN PANAKA. OBI-WAN and JAR JAR watch.

CAPT. PANAKA : The moment we land the Federation will arrest you, and force
you to sign the treaty.
QUI-GON : I agree...I'm not sure what you hope to accomplish by this.
AMIDALA : I'm going to take back what's ours.
CAPT. PANAKA : There are only twelve of us, Your Highness....we have no
army.
QUI-GON : I cannot fight a war for you, Your Highness, only protect you.
AMIDALA : Jar Jar Binks!

JAR JAR looks around, puzzled.

JAR JAR : Mesa, Your Highness?
AMIDALA : Yes. I need your help.

INT. NABOO CRUISER COCKPIT - DAY

The Naboo Cruiser heads toward the lush green planet. There is only one
Federation battle cruiser orbiting. OBI-WAN and CAPTAIN PANAKA spot it on
the view screen.

PANAKA : The blockade's gone.
OBI-WAN : The war's over...No need for it now.
RIC OLIE : I have one battleship on my scope.
OBI-WAN : A droid control ship.
PANAKA : They've probably spotted us.
OBI-WAN ; We haven't much time.

INT. NABOO SPACECRAFT - MAIN HOLD

The QUEEN, CAPTAIN PANAKA, TROOPS, and HANDMAIDENS get ready to disembark
as the ship alnds. The elevator door slides open, and ANAKIN emerges into
the hold area. He see PADME and run up to her.

ANAKIN : Hi! Where have you been?
PADME : Annie! What are you doing here?
ANAKIN : I'm with Qui-Gon...but...they're not going to let me be a Jedi.
I'm too old.
PADME : This is going to be dangerous, Annie.
ANAKIN : Is it? I can help... Where are we going?
PADME : To war, I'm afraid. The Queen has had to make the most difficuld
decision of her life. She doesn't believe in fighting, Annie. We are a
peaceful people...
ANAKIN : I want to help...I'm glad you're back.

ANAKIN smiles. PADME smiles back.

EXT. NABOO SWAMP - DAY

The Naboo spacecraft has landed in the Gungan swamp. TROOPS unload the
ships in the background as OBI-WAN approaches QUI-GON.

OBI-WAN : Jar Jar is on his way to the Gungan city, Master.

QUI-GON's thoughts are elsewhere.

QUI-GON : Good.

OBI-WAN and QUI-GON stand silently for a moment.

OBI-WAN : Do you think the Queen's idea will work?
QUI-GON : The Gungans will not easily be swayed, and we cannot use our
power to help her.
OBI-WAN : I'm...I'm sorry for my behavior, Master. It is not my place to
disagree with you about the boy. I am grateful you think I am ready for the
trials.

QUI-GON looks at him for a long moment.

QUI-GON : You have been a good apprentice. You are much wiser than Iam,
Obi-Wan. I foresee you will become a great Jedi Knight.

EXT. NABOO SWAMP - UNDERWATER - DAY (FX)

JAR JAR swims down into Bubble City.

INT. OTOH GUNGA - CITY SQUARE

JAR JAR enters the main square of the bubble city. He stands, stunned, in
amazement and fear. He is nervous and shaking.

JAR JAR : Ello! Where das everybody?

The plaza is empty. He notices that many of the buildings are shot up as if
there had been a battle of some kind.

EXT. NABOO SWAMP LAKE - DAY

JAR JAR exits the swamp lake and walks over to QUEEN AMIDALA, CAPTAIN
PANAKA, OBI-WAN, and QUI-GON. PADME, EIRTAE, RABE, ANAKIN, and ARTOO,
FOUR
PILOTS, and EIGHT GUARDS stand in the background near the starship.

JAR JAR : Dare-sa nobody dare. All gone. Some kinda fight, I tink. Sorry,
no Gungas...no Gungas.
CAPT. PANAKA : Do you think they have been taken to camps?
OBI-WAN : More likely they were wiped out.
JAR JAR : No...mesa no tink so. Gungan hiden. When in trouble, go to sacred
place. Mackineeks no find them dare.
QUI-GON : Do you know where they are?

EXT. NABOO SWAMP - DAY

The GROUP follows JAR JAR as he moves through the swamp. JAR JAR stops and
sniffs the air. The GROUP stop behind him.

JAR JAR : Dissen it.

JAR JAR makes a strange chattering noise. Suddenly, out of nowhere, CAPTAIN
TARPALS and SIX OTHER GUNGAN TROOPS riding on KAADUS emerge from the brush.

JAR JAR : (Cont'd) Heyo-dalee, Captain Tarpals.
CAPT. TARPALS : Binks!! Noah gain!
JAR JAR : We comen to see da boss.

CAPTIAN TARPALS rolls his eyes.

CAPT. TARPALS : Ouch time, Binks... Ouch time for all-n youse.

EXT. NABOO SACRED TEMPLE RUINS - DAY

JAR JAR, QUEEN AMIDALA, ANAKIN, ARTOO, QUI-GON, OBI-WAN, PADME, RABE,
EIRTAE, and the rest of her group are led through a clearing full of GUNGAN
refugees. At the far end are the ruins of a grand temple with massive
carved heads. BOSS NASS and several other COUNCIL MEMBERS walk out on the
top of a three-quarter-submerged head.

BOSS NASS : Jar Jar, yousa payen dis time. Who's da uss-en others??

QUEEN AMIDALA steps forward. CAPTAIN PANAKA and the JEDI stand behind her.

AMIDALA : I am Queen Amidala of the Naboo...I come before you in peace.
BOSS NASS : Naboo biggen. Yousa bringen da Mackineeks... Dya busten uss-en
omm. Yousa all bombad. Yousa all die'n, mesa tink.

CAPTAIN PANAKA and HALF A DOZEN GUARDS and PILOTS look around nervously,
and the GUNGAN TROOPS lower their long power poles. The JEDI stay relaxed.
ANAKIN watches everything with great interest.

AMIDALA : We wish to form an alliance...

Suddenly, PADME steps forward.

PADME : Your Honor...

ARTOO whistles a quiet "uh oh."

BOSS NASS : Whosa dis?
PADME : I am Queen Amidala (points to Queen) This is my decoy...my
protection...my loyal bodyguard.

ANAKIN is stunned. OBI-WAN and QUI-GON give each other a knowing look.

PADME : (Cont'd) ...I am sorry for my deception, but under the
circumstances it has become necessary to protect myself. Although we do not
always agree, Your Honor, our two great societies have always lived in
peace...until now. The Trade Federation has destroyed all that we have
worked so hard to build. You are in hiding, my people are in camps. If we
do not act quickly, all will be lost forever...I ask you to help us...no, I
beg you to help us.

PADME drops to her knees and prostrates herself before BOSS NASS. There is
a gasp from CAPTAIN PANAKA, HIS TROOPS, and the HANDMAIDENS.

PADME : (Cont'd) We are your humble servants...our fate is in your hands.

Slowly, CAPTAIN PANAKA and his TROOPS bow down before the GUNGAN COUNCIL.
Then the HANDMAIDENS, ANAKIN, and finally the JEDI. The GUNGANS are puzzled
by this. BOSS NASS begins to laugh.

BOSS NASS : Yousa no tinken yousa greater den da Gungans.. Mesa like dis.
Maybe wesa bein friends.

INT. NABOO PALACE - THRONE ROOM - DAY

NUTE, RUNE, and DARTH MAUL walk with a hologram of DARTH SIDIOUS.

NUTE : ...we've sent out patrols. We've already located their starship in
the swamp....It won't be long, My Lord.
DARTH SIDIOUS : This is an unexpected move for her. It's too aggresive..
Lord Maul, be mindful.
DARTH MAUL : Yes, my Master.
DARTH SIDIOUS : Be patient... Let them make the first move.

EXT. NABOO EDGE OF SWAMP/ GRASS PLAINS - DAY

A GUNGAN SENTRY sits on top of the ancient temple heah, searching the
landscape with a pair of electrobinoculars. He sees something and yells
down to ANAKIN at the foot of the statue.

GUNGAN LOOKOUT : Daza comen!
ANAKIN : All right. They're here!

ANAKIN yells and runs over to PADME and the JEDI, who are discussing a
battle plan with FIVE GUNGAN GENERALS. SABE and EIRTAE stand nearby. BOSS
NASS puts his arm around JAR JAR.

BOSS NASS : Yousa doen grand. Jar Jar bringen da Naboo together.
JAR JAR : Oh, no, no, no...
BOSS NASS : So, wesa maken yousa Bombad General.
JAR JAR : General??! Oh, no..

JAR JAR's eyes roll back, his tongue flops out and he faints.
FOUR SPEEDERS pull up to the GROUP. CAPTAIN PANAKA and a DOZEN OR SO
GUARDS
and PILOT pile out and join the group.

PADME : What is the situation?
CAPT. PANAKA : Almost everyone's in camps. A few hundred police and guards
have formed an underground movement. I brought as many of the keaders as I
could. The Federation Army's also much larger than we thought, and much
stronger. Your Highness, this is a battle I do not think we can win.
PADME : The battle is a diversion. The Gungans must draw theDroid Army away
from the cities. We can enter the city using the secret passages on the
waterfall side. Once we get to the main entrance, Captain Pnaka will create
a diversion, so that we can enter the palace and capture the Viceroy.
Without the Viceroy, they will be lost and confused.

QUI-GON and OBI-WAN look on with interest.

PADME : (Cont'd) What do you think, Master Jedi?
QUI-GON : The Viceroy will be well guarded.
CAPT. PANAKA : The difficulty's getting into the throne room. Once we're
inside, we shouldn't have a problem.
QUI-GON : There is a possibility with this diversion many Gungans will be
killed.
BOSS NASS : Wesa ready to do are-sa part.

JAR JAR smiles a very worried and sheepish grin. ANAKIN watches with
interest, as does ARTOO.

PADME : We have a plan which should immobilize the Droid Army. We will send
what pilots we have to knock out the Droid control ship which is orbiting
the planet. If we can get past their rayshields, we can sever communication
and their droids will be helpless.
QUI-GON : A well-conceived plan. However, there's great risk. The weapons
on your fighters may not penetrate the shields on the control ship.
OBI-WAN : And there's an even bigger danger. If the Vicroy escapes, Your
Highness, he will return with another droid army.
PADME : That is why we must not fail to get to the Viceroy. Everything
depends on it.

INT. THEED - PALACE - THRONE ROOM - DAY

NUTE, RUNE, DARTH MAUL, OOM-9, and a hologram of DARTH SIDIOUS walk through
the throne room.

DARTH SIDIOUS : ...she is more foolish than I thought.
NUTE : We are sending all available troops to meet this army of hers
assembling near the swamp. It appears to be made up of primitives. We do
not expect much resistance.
OOM-9 : I am increasing security at all Naboo detention camps.
DARTH MAUL : I feel there is more to this, My Master. The two Jedi may be
using the Queen for their own purposes.
DARTH SIDIOUS : The Jedi cannot become involved. They can only protect the
Queen. Even Qui-Gon Jinn will not break that conenant.... This will work to
our advantage...
NUTE : I have your approval to proceed then, My Lord.
DARTH SIDIOUS : Proceed. Wipe them put...all of them. INT. NABOO SWAMP LAKE
- DAY (FX)

All is peaceful. SMALL CRITTERS drink out of a large swamp lake. Suddenly
there is a disturbance in the middle of the lake. A rush of bubbles, then a
GUNGAN SOLDIER riding a KAADU emerges from the water, followed by SEVERAL
OTHERS. FROGS and OTHER LITTLE ANIMALS flee in all directions as the GUNGAN
ARMY marches through the swamp. The KAADU shake themselves off as they exit
the lake. When JAR JAR's KAADU shakes off, JAR JAR falls off.
SOLDIERS on huge, lizard-like FAMBAAS with large shield generators mounted
on their backs follow the marching WARRIORS. The GUNGAN ARMY heads out of
the swamp and onto the rolling grassy hills.
HUNDREDS OF GUNGAN WARRIORS march in lon lines toward the horizon.
Federation tanks move up to a ridge and stop. In the distance they see the
GUNGAN ARMY marching toward them. The GUNGAN GENERAL CEEL sees the tanks on
the ridge and orders a halt. The GUNGANS are spread out in a large line.
JAR JAR is nervous. GENERAL CEEL signals to the shield operators.

GENERAL CEEL : Energize the shields.

A red ray shoots out of the generator and blasts into a large dish on the
back of a second FAAMBA and spreads like an umbrella over the assembled
WARRIORS.

EXT. THEED - CENTRAL PLAZA - DAY

PADME, followed by EIRTAE, OBI-WAN, QUI-GON, ANAKIN, and ARTOO, stealthily
makes her way toward the entrance to the main hanger. They are followed by
about TWENTY NABOO GUARDS, PILOTS, and TROOPS. They stop, and PADME uses a
small red laser light to signal across the plaza to CAPTAIN PANAKA, RABE
and TWENTY OTHER ASSORTED NABOO TROOPS. They signal back. QUI-GON leans
over to ANAKIN.

QUI-GON : Once we get inside, Annie, you find a safe placeto hide and stay
there.
ANAKIN : Sure.
QUI-GON : And stay there!

DROID TROOPS mill about the tank-filled plaza. At the far end of the plaza,
SEVERAL DROIDS begin to run and fire. NABOO SOLDIERS begin to fire back at
the BATTLE DROIDS.
As the ruckus erupts at one end of the plaza, PADME and her TROOPS rush
into the main hanger. CAPTAIN PANAKA and HIS SOLDIERS continue to engage
the DROIDS outside.

INT. THEED - CENTRAL HANGER - DAY

ALARMS ARE SOUNDING a PADME, the JEDI, ANAKIN, EIRTAE, and PADME's TROOPS
rush into the hanger. BATTLE DROIDS begin firing at them as they run for
cover. ANAKIN runs under a Naboo fighter. The JEDI deflect bolts aimed at
PADME back onto the BATTLE DROIDS, causing them to EXPLODE.

INT. THEED - PALACE THRONE ROOM - DAY

NUTE, RUNE, and FOUR COUNCIL MEMBERS watch the plaza battle on a large view
screen.

NUTE : I thought the battle was going to take place far from here...this is
too close!
RUNE : What is going on?

DARTH MAUL enters the throne room.

DARTH MAUL : I told you there was more to this...the Jedi are involved.

EXT. NABOO GRASS PLAINS - DAY (FX)

The Federation tanks begin to fire on the GUNGANS, but they are protected
by their energy shield. The tanks stop firing, and the GUNGANS CHEER, until
they see the doors to the massive transports open, and racks of BATTLE
DROIDS are pulled out and lined up by a squad of STAPS.
The BATTLE DROIDS reconfigure into their standing position. The GUNGANS get
ready for an attack. OOM-9 gives the command to move forward, and THOUSANDS
OF DROIDS march toward the GUNGANS.
The GUNGANS power up their weapons. The DROIDS slowly march through the
protective shield and start firing. The GUNGANS throw their power poles and
fling small balls of energy with slingshots. The WARRIORS dump large balls
of energy into mortars that heat up and fire the energy goo onto the BATTLE
DROIDS, causing them to short out.
The battle rages and the GUNGANS defend their shield generators against the
ARMY OF DROIDS. OOM-9 watches from a tank on a hill overlooking the battle.

INT. THEED - CENTRAL HANGER - DAY

ANAKIN hides behind one of the Naboo fighters, ducking as large bolts whiz
past and EXPLODE near him. PADME and the TWO JEDI destroy BATTLE DROIDS
right and left. The QUEEN'S TROOPS and EIRTAE also blast away at the
DROIDS. PADME signals to her pilots.

PADME : Get to your ships!

The PILOTS and ARTOO UNITS run for the Naboo fighter craft stacked in the
hanger bay. ONE OF THE PILOTS jumps into a fighter right above where ANAKIN
is hiding.

FIGHTER PILOT : Better find a new hiding place, kid. I'm taking this ship.

The ship begins to levitate out of the hanger. BATTLE DROIDS fire at it as
it falls in behind five other fighters. ARTOO whistles to ANAKIN from a
second fighter not far away. ANAKIN runs and jumps into the second fighter
to hide.

EXT. THEED - CENTRAL PLAZA - DAY (FX)

Two Naboo starfighters exit the main hanger. A tank fires at them, hitting
one of them, which causes it to pinwheel into the ground and EXPLODE.

INT. THEED - CENTRAL HANGER - DAY

CAPTAIN PANAKA, SABE and NABOO TROOPS rush into the hanger and overwlm the
few remaining BATTLE DROIDS. PADME, OBI-WAN, and QUI-GON join forces with
CAPTAIN PANAKA.

PADME : My guess is the Viceroy is in the throne room.

She looks to QUI-GON.

QUI-GON : I agree.

They start to head for the exit, on the way passing the fighter where
ANAKIN is hiding. ARTOO whistles a greeting as ANAKIN peeps out of the
cockpit.

ANAKIN : Hey! Wait for me.
QUI-GON : No, Annie, you stay there. Stay right where you are.
ANAKNI : But, I...
QUI-GON : Stay in that cockpit.

They head for the exit. As they are about to go through the door, suddenly
everyone scatters, revealing DARTH MAUL standing in the doorway. CAPTAIN
PANAKA, PADME, and HER TROOPS back away. QUI-GON and OBI-WAN step forward.

QUI-GON : (Cont'd) We'' handle this...

The TWO JEDI take off their capes and ignite their laser swords. DARTH MAUL
takes off his cape, and ignites his laser sword. Both ends of the sword
light up.
At the far end of the hanger, SIX WHEEL DROIDS roll in and transform into
their battle position. ARTOO calls ANAKIN's attention to the DROIDS. The
JEDI begin to fight the Sith Lord.

ANAKIN : Oh, no...

The DROIDS begin to advance and start firing on PADME and HER TROOPS.

ANAKIN : (Cont'd) We gotta do something, Artoo.

ARTOO whistles a reply. Suddenly, the ship's systems go on, and the ship
begins to levitate.

ANAKIN : (Cont'd) All right, thanks Artoo! Great idea! I'll take over.
Let's see...

ANAKIN steers the ship toward the DROIDS. He pushes a button, and the ship
begins to shake.

ANAKIN : (Cont'd) Where's the trigger? Oops, wrong one.. Maybe this one....

ANAKIN pushes a second button, and the lasers begin to fire, wiping out
several DESTROYER DROIDS. ARTOO whistles a cheer.

ANAKIN : (Cont'd) Yeah, all right. "Droid blaster." Yeah!

The JEDI are engaged in a fierce sword fight with DARTH MAUL. They have
moved into the center of the hanger. While the WHEEL DROIDS are momentarily
distracted by ANAKIN, CAPTAIN PANAKA, PADME, and HER TROOPS exit into a
palace hallway.
The WHEEL DROIDS start firing at ANAKIN. There are EXPLOSIONS all around
him.

ANAKIN : (Cont'd) Oops...shield up! Always on the right...shields always on
the right.

ANAKIN flips several switches, and the after-burner ignites.

ANAKIN : (Cont'd) I know we're moving. I'll shut the energy drive down.

The fighter rockets out of the hanger. ARTOO and ANAKIN hold on for dear
life.

ANAKIN : (Cont'd) Oops!! Wrong one.

ARTOO beeps.

ANAKIN : (Cont'd) I'm not doing anything!

ARTOO beeps.

ANAKIN : (Cont'd) I know...I didn't push anything.

The SITH LORD's moves are incredible. He is fighting the TWO JEDI at once,
flipping into the air, outmaneuvering them at every turn.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

The Naboo fleet leaves the planet and heads toward the space station.

RIC OLIE : Bravo Flight A, take on the fighters. Flight B, make the run on
the transmitter.
BRAVO TWO : Roger, Bravo Leader.

The fleet approaches the space station. Many Federation fighters exit the
hangers and attack.

RIC OLIE : Enemy fighters straight ahead!

EXT. NABOO GRASS PALINS - DAY

JAR JAR's clumsiness works for him in the battle. He gets caught up in the
wiring of a blasted DROID, dragging the torso around with him, the DROID's
gun firing randomly, accidently blasting SEVERAL DROIDS in one process.
OOM-9 decides to send in the WHEEL DROIDS and gives the signal. HUNDREDS OF
WHEEL DROIDS roll out of the transports and head down toward the battle.
They slowly roll through the deflector shields, then transform themselves
once they get on the other side. The GUNGANS blast the WHEEL DROIDS with
energy balls. The DESTROYER DROIDS blast many GUNGANS.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

A giant dogfight ensues. ANAKIN's fighter flies into space above Naboo.
ARTOO beeps a worried concern.

ANAKIN : The Autopilot is searching for what other ships?

ARTOO beeps and whistles.

ANAKIN : (Cont'd) There is no manual override, Artoo. You'll have to rewire
it or something.

ARTOO chirps that he's trying.

ANAKIN : (cont'd) Look! There they are! That's where the autopilot is
taking us.

ANAKIN's fighter flies toward the Federation Battleship.

INT. THEED - CENTRAL HANGER - DAY

The SITH LORD drives the JEDI out of the hanger and nto the power generator
area next door.

INT. THEED - POWER GENERATOR PIT - DAY

Three swords are crossed in an intense display of swordmanship. The JEDI
and the SITH LORD fight their way across the narrow bridge of the Theed
power generator. DARTH MAUL jumps onto the bridge above them. The JEDI
follow, one in front of the SITH LORD and one behind. They continue their
sword fight.

INT. THEED - PALACE - HALLWAY - DAY

PADME, CAPTAIN PANAKA, EIRTAE, SABE and THIER TROOPS are trapped in a
hallway by BATTLE DROIDS.

PADME : We don't have time for this, Captain.
CAPT. PANAKA : Let's try the outside stairway.

CAPTAIN PANAKA blasts a hole in the window, and they make their way outside
the building onto a ledge about six stories above a raging waterfall. SABE,
EIRTAE and about TWENTY NABOO SOLDIERS stay in the hallway to hold off the
BATTLE DROIDS.

EXT. THEED - PALACE - OVER WATERFALL - DAY

PADME, CAPTAIN PANAKA, and about TEN OTHER NABOO SOLDIERS are lined up
along the edge. They have pulled small attachments out of their pistols and
fire at a ledge about four stories above them. Thin cables shoot out of the
pistols and are embedded into the ledge. PADME, CAPTAIN PANAKA, and the
OTHERS begin to climb up the wall.

EXT . NABOO GRASS PLAINS DAY

The GUNGAN ARMY is no match for the DESTROYER DROIDS. JAR JAR tries to run
from the BATTLE DROIDS.

GENERAL CEEL : Retreat! Retreat!

The GUNGANS begin to turn and run, on foot, on their kaadu, and in wagons.
JAR JAR attempts to escape on a wagon of energy balls but only manages to
unhitch the back gate, causing all of the energy balls to roll out of the
wagon and down the hill. JAR JAR scrambles to avoid being hit by one of the
balls. FOUR DESTROYER DROIDS aren't so lucky. They get blasted by the
energy balls.
The GUNGANS renew their attack on the DROID ARMY. JAR JAR's bumbling
destroys several more DESTROYER DROIDS.

INT. NABOO STARFIGHTER - COCKPIT -SPACE

ANAKIN finds himself in the middle of the space battle. A ship explodes
behind him (over his left shoulder).

ANAKIN : Whoo, boy! This is tense!

He looks forward to see enemy ships approaching head on.

ANAKN : (Cont'd) : Oops! Artoo, get us off Autopilot!

ARTOO screams a reply.

ANAKIN : (Cont'd) I've got control?

ANAKIN fips switches.

ANAKIN : (Cont'd) Okay, let's go left!

He moves the controls left and the ship responds, turning left.

ANAKIN : (Cont'd) Yes...I've got control. You did it, Artoo!

ARTOO beeps

ANAKIN : (Cont'd) Go back!?! Qui-Gon told me to stay in this cockpit and
that's what I'm gonna do. Now c'mon!

An enemy fighter comes into his sights. ANAKIN pushes the controls and
instead of firing, his fighter accelerates past the enemy ship.

ANAKIN : (Cont'd) Oops! Whoa!

Now the enemy ship is on his tail. He tries evasive maneauvers.

ANAKIN : (Cont'd) I'll try spinning, that's a good trick.

ANAKIN rolls the ship as ARTOO screams desperately.

ANAKIN : (Cont'd) I know we're in trouble! Hang on! The way out of this
mess is the way we got into it.

ARTOO beeps a reply.

ANAKIN : (Cont'd) Which one? This one?

ANAKIN yanks on the reverse thrusters and the ship slows instantly- the
enemy fighter shoots past and explodes against the space station.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

The SQUADRON attacks the space station.

RIC OLIE : Bravo flight...go for the central bridge.
BRAVO TWO : ROger, Bravo Leader.

The attack is fruitless.

RIC OLIE : Their deflector shield is too strong. We'll never get through
it.

Meanwhile, ANAKIN is being chased by another fighter. ARTOO shrieks.

ANAKIN : I know, Artoo! This isn't Podracing!

The enemy ship fires and hits ANAKIN's fighter, sending it into a spin.
ARTOO screams.

ANAKIN : (Cont'd) We're hit!

ANAKIN regains control as his ship enters the space station hanger.

ANAKIN : (Cont'd) Great gobs of bantha poo-doo!

ANAKIN's ship dodges parked transport ships and other obstacles. A huge
bulkhead blocks his way. ARTOO beeps.

ANAKIN : (Cont'd) I'm trying to stop! I'm trying to stop! Whoa!

ANAKIN hits the reverse thrusters and the ship skids to a stop on the
hanger deck. ARTOO givesout a worried whistle.

ANAKIN : (Cont'd) All right! All right! Get the system started!

ANAKIN ducks down to adjust a control panel.

ANAKIN : (Cont'd) Everything's overheated. All the lights are red.

ARTOO sees DROIDS appraoching, and beeps frantically.

INT. THEED - POWER GENERATOR PIT - DAY

The laser sword battle continues on the small catwalk around the vast power
pit. DARTH MAUL kicks OBI-WAN off one of the ramps and he falls several
levels. QUI-GON knocks the DARK LORD off another ramp, and he lands hard on
a ramp two levels below. QUI-GON jumps down after him. The DARK LORD backs
away along the catwalk into a small door. QUI-GON follows as OBI-WAN runs
to catch up.

INT. THEED - POWER GENERATOR ELECRIC BEAM - HALLWAY

The SITH LORD, followed by QUI-GON, enters a long hallway filled with a
series of deadly rays that go on and off in a pulsing pattern that shoots
down the corridor every minute or so. DARTH MAUL makes it down several
walls of deadly rays before they close. QUI-GON is one wall away from the
DARK LORD. OBI-WAN is just starting into it and is five walls way from
DARTH MAUL.
The JEDI must wait until the next pulse to advance down the corridor.
OBI-WAN is impatient and paces, waiting for the wall of rays to open.
QUI-GON sits and meditates. The SITH LORD tries to patch up his wounds.

INT. THEED - PALACE - HALLWAY TO THRONE ROOM

A window in the hallway blasts apart. PADME, CAPTAIN PANAKA, and HER
SOLDIERS climb into the hallway. They head for the door to the throne roo.
Suddenly, two DESTROYER DROIDS skitter in front of the door. PADME turns
around and sees TWO MORE appear at the far end of the hallway, trapping
them in the middle.
PADME throws down her pistol and turns to CAPTAIN PANAKA.

PADME : Throw down your weapons. They win this round.
CAPT. PANAKA : But we can't....
PADME : Captain, I said throw down your weapons.

CAPTAIN PANAKA and HIS MEN throw down their weapons.

EXT. NABOO GRASS PLAINS - DAY

A DESTROYER DROID blasts one of the shield generators, causing it to
EXPLODE. The protective shield begins to weaken and fall apart.OOM-9 sees
the shield weaken and orders his tanks forward. The GUNGAN GENERAL signals
a retreat as the tanks enter the battle.
The GUNGANS flee as fast as they can. JAR JAR is blown off his KAADU and
lands on one of the tank guns. A GUNGAN WARRIOR signals JAR JAR to jump
off. JAR JAR is afraid. The gun swings around trying to knock JAR JAR off.
JAR JAR hangs from the tank barrel as it moves along. Finally, he jumps
onto a KAADU behind a GUNGAN WARRIOR. EXPLOSIONS from the tank fire are
everywhere. It is chaos.

INT. THEED - POWER GENERATOR ELECTRIC BEAM - HALLWAY

The electric rays cycle as QUI-GON sits meditating. The wall of the deadly
rays turn away, and OBI-WAN starts running toward QUI-GON and the DARK
LORD. When the wall between QUI-GON and DARTH MAUL opens, QUI-GON is in a
split second fighting the DARK LORD with a ferocity not seen before. They
move into the area at the end of the corridor called the melting pit, a
small area that is mostly made up of a deep hole.
The electron ray gates begin to close. OBI-WAN tries to make it to the
melting pit but is caught one gate short. He slides to a stop just before
he hits the deadly electron field.
QUI-GON and DARTH MAUL battle around the melting pit as a frustrated
OBI-WAN watches.
DARTH MAUL cathces QUI-GON off guard. The SITH makes a quick move, bashes
his lightsaber handle into QUI-GON's chin, and runs him through. QUI-GON
slumps to the floor in a heap.

EXT. NABOO GRASS PLAINS - DAY

The GUNGANS have beeb overrun. Some flee into the hills, chased by BATTLE
DROIDS on STAPS. Many OTHERS are herded into groups by BATTLE DROIDS and
DESTROYER DROIDS.
JAR JAR and GENERAL CEEL are held in a small group with OTHER OFFICERS.

JAR JAR : Dissa bad, berry bombad.
GENERAL CEEL : Mesa hopen dissa working for da Queen.

INT. THED - PALACE THRONE ROOM - DAY

PADME, CAPTAIN PANAKA, and SIX OTHER OFFICERS are brought by TEN BATTLE
DROIDS before NUTE and RUNE and FOUR NEIMOIDIAN COUNCIL MEMBERS.

NUTE : Your little insurrection is at an end, Your Highness. Time for you
to sign the treaty...and end this pointless debate in the Senate.

SADBE dressed like the Queen appears in the doorway with SEVERAL TROOPS.
Several destroyed battle droids can be seen in the distance.

SABE : I will not be signing any treaty, Viceroy, because you've lost!

NUTE and THE OTHERS are stunned to see a SECOND QUEEN. NUTE yells at the
TEN GUARDS in the room.

NUTE : After her! This one is a decoy!

SIX OF THE DROIDS rush out of the throne room after SABE. NUTE turns to
PADME.

NUTE : (Cont'd) Your Queen will not get away with this.

PADME slumps down on her throne and immediately hits a security button that
opens a panel in her desk opposite CAPTAIN PANAKA.
PADME grabs two pistols, tosses one of the to CAPTAIN PANAKA and one to an
OFFICER. She takes a third pistol and BLASTS the last of the BATTLE DROIDS.
The OFFICERS rush to the door control panel as PADME hits the switch to
close the door. The OFFICER at the door jams the controls. CAPTAIN PANAKA
throws more pistols to the OTHER GUARDS. The NEIMODIANS are confused and
afraid.

PADME : Now, Viceroy, this is the end of your occupation here.
NUTE : Don't be absurd. There are too few of you. It won't be long before
hundreds of destroyer droids break in to rescue us.

INT. THEED - POWER GENERATOR - MELTING PIT

OBI-WAN screams as the pulsing electron gate opens, and the SITH LORD
attacks him. The DARK LORD is relentless in his assault on the young JEDI.
OBI-WAN and DARTH MAUL use the Force to fling objects at each other as they
fight. DARTH MAUL seems to have the upper hand as OBI-WAN grows weary.
DARTH MAUL catches OBI-WAN off guard, and the JEDI slips into a melting
pit. He is barely able to hold onto a nozzle on the side of the pit. DARTH
MAUL grin evilly at OBI-WAN as he kicks OBI-WAN's lightsaber down the
endless shaft.
The SITH LORD smiles as he goes in for the kill. At the last moment,
OBI-WAN jumps up out of the pit, calls QUI-GON's lightsaber to hi, throwing
DARTH MAUL off. The young JEDI swings with a vengeance, cutting the SITH
down. DARTH MAUL falls into the melting pit to his death.
OBI-WAN rushes over to QUI-GON, who is dying.

OBI-WAN : Master! Master!
QUI-GON : It is too late...It's...
OBI-WAN : No!
QUI-GON : Obi-Wan promise...promise me you'll train the boy...
OBI-WAN : Yes, Master...
QUI-GON : He is the chosen one...he will...bring balance...train him!

QUI-GON dies. OBI-WAN cradles his Master, quietly weeping.

INT. NABOO STARFIGHTER - COCKPIT - FEDERATION HANGER

ANAKIN peeks over the edge of the cockpit to see BATTLE DROIDS surrounding
the ship. He ducks back down.

ANAKIN : Uh oh. This is not good.

He looks at the dashboard to see red lights.

ANAKIN : (Cont'd) The systems are still overheated, Artoo.

The BATTLE DROID CAPTAIN walks up to the ship and sees ARTOO.

BATTLE DROID CAPTAIN : Where's your pilot?

ARTOO beeps a reply.

BATTLE DROID CAPTAIN : (Cont'd) You're the pilot?

ARTOO whistles.

BATTLE DROID CAPTAIN : (Cont'd) Let me see your identification!

ANAKIN sees the dashboard lights go from red to green.

ANAKIN : Yes...we have ignition.

He flips the switch and the engine starts.

BATTLE DROID CAPTAIN : (seeing Anakin) You! Come out of there or we'll
blast you!
ANAKIN : Not if I can help it! Shields up!

ANAKIN flips a switch and the ship levitates, knocking over the BATTLE
DROID CAPTAIN. The OTHER DROIDS shoot, but the lasers are deflected by
ANAKIN's shields. ARTOO beeeps.

ANAKIN : (Cont'd) This should stop them.

ANAKIN fires lasers as the ship begins to rotate.

ANAKIN : (Cont'd) ...and take this!

He presses a button and launches two torpedos which miss the DROIDS.

ANAKIN : (Cont'd) Darn...I missed!

The two torpedos fly down a hallway and explode inside the reactor room.

ANAKIN : (Cont'd) Let's get out of here!

ANAKIN's ship roars through the hanger deck, bouncing over the DROIDS.

ANAKIN : (Cont'd) Now, this is Podracing! Whoopee!

INT. FEDERATION BATTLESHIP - BRIDGE

TEY HOW turns to CAPTAIN DOFINE.

TEY HOW : Sir, we're losing power... There is some problem with the main
reactor...
DOFINE : Impossible!! I don't...

The bridge explodes.

INT. NABOO FIGHTER - COCKPIT - SPACE

RIC OLIE watches in amazement as the Federation battleship starts to
explode from the inside out.

BRAVO TWO : What's that?? It's blowing up from the inside.
RIC OLIE : I don't know, we didn't hit it.
BRAVO THREE : Look! One of ours! Outta the main hold!!

EXT. NABOO GRASS PLAINS - DAY

Suddenly, all of the DROIDS begin to shake upside down, run around in
circles, then stop. The GUNGANS carefully move out to inspect the FROZEN
DROIDS. JAR JAR pushes one of the BATTLE DROIDS, and it falls over.

JAR JAR : Wierdind...

EXT. THEED - CENTRAL HANGER - DAY

ANAKIN and ARTOO follow the squad of yellow Naboo starfighters into the
main hanger.

INT. THEED - CENTRAL HANGER - DAY

RIC OLIE and the OTHER PILOTS gather around as thye exit their ships.

BRAVO TWO : He flew into the hold, behind the deflector shield and blasted
the main reactor...
BRAVO THREE : Amazing... They don't teach that in the academy.

ANAKIN's ship skids to a stop behind the other Naboo starfighters. RIC
OLIE, BRAVO TWO, the OTHER PILOTS, and GROUND CREW rush to his ship.

RIC OLIE : We're all accounted for. Who flew that ship?

ANAKIN sheepishly opens the cockpit and stands up. All the PILOTS stare in
amazement.

ANAKIN : I'm not going to get into trouble, am I?

ARTOO beeps. oh. oh.

INT. MAIN HANGER - COURTYARD - DAY

The large, grand cruiser of the Supreme Chancellor lands in the courtyard
of the main hanger. CAPTAIN PANAKA and TWENTY TROOPS guard NUTE GUNRAY and
RUNE HAAKO. OBI-WAN, the QUEEN, and her HANDMAIDENS stand before the
NEIMOIDIANS.

PADME : Now, Viceroy, you are going to have to go back to the Senate and
explain all this.
CAPT. PANAKA : I think you can kiss your Trade franchise goodbye.

The main ramp of the cruiser is lowered as OBI-WAN and CAPTAIN PANAKA lead
the VICEROY and HIS ASSISTANT toward the ship. The GRAND CHANCELLOR
PALPATINE and SEVERAL REPUBLIC GUARDS descend the walkway, followed by YODA
and SEVERAL OTHER JEDI MASTERS.

The CHANCELLOR PALPATINE is greeted by the QUEEN.

AMIDALA : Congratulations on youer election, Chancellor. It is so good to
see you again.
PALPATINE : It's good to be home. Your boldness has saved our people, Your
Majesty. It is you who should be congratulated. Together we shall bring
peace and prosperity to the Republic.

OBI-WAN greets YODA and the OTHER JEDI as CAPTAIN PANAKA takes the
NEIMODIANS onto the cruiser.

INT. TURRET ROOM - NABOO PALACE - LATE DAY

The sun streams into the multi-windowed room at a low angle. It is not
quite sunset. YODA paces before OBI-WAN, who is kneeling in the center of
the room.

YODA : Confer on you, the level of Jedi Knight the Coucil does. But agree
on you taking this boy as your Padawan learner, I do not.
OBI-WAN : Qui-Gon believed in him. I believe in Qui-Gon.
YODA : The Chosen One the boy may be; nevertheless, grave danger I fear in
his training.
OBI-WAN : Master Yoda, Igave Qui-Gon my word. I will train Anakin. Without
the approval of the Council if I must.
YODA : Qui-Gon's defiance I sense in you. Need that, you do not. Agree, the
council does. Your apprentice, young Skywalker will be.

EXT. THEED - CENTRAL PLAZA - FUNERAL TEMPLE STEPS - SUNSET

QUI-GON's body goes up in flames as the JEDI COUNCIL, the QUEEN, SIO
BIBBLE, CAPTAIN PANAKA, the HANDMAIDENS, and ABOUT ONE HUNDRED NABOO
TROOPES, TWENTY OTHER JEDI, PALPATINE, OBI-WAN (standing with ANAKIN), JAR
JAR, BOSS NASS, and TWENTY OTHER GUNGAN WARRIORS watch. There is a drum
roll that stops. Doves are released, and the body is gone. ANAKIN looks to
OBI-WAN.

OBI-WAN : He is one with the Force, Anakin...You must let go.
ANAKIN : What will happen to me now?
OBI-WAN : I am your Master now. You will become a Jedi, I promise.

To one side, MACE WINDU turns to YODA.

MACE WINDU : There is no doubt. The mysterious warrior was a Sith.
YODA : Always two there are....no more...no less. A maste and an
apprentice.
MACE WINDU : But which one was destroyed, the master or the apprentice?

They give each other a concerned look.

EXT. THEED - CENTRAL PLAZA - DAY

CHILDEREN SING and throw flowers on the passing GUNGAN SOLDIERS. The CROWDS
CHEER. It is a grand parade.
QUEEN AMIDALA stands next to the SUPREME CHANCELLOR PALPATINE, ANAKIN,
OBI-WAN, SIO BIBBLE, and the JEDI COUNCIL. ARTOO stands in front of the
QUEEN'S HANDMAIDENS and whistles at the parade. QUEEN AMIDALA and PALPATINE
smile at one another
In the parade are BOSS NASS and his GUARDS, JAR JAR and GENERAL CEEL. The
GUNGANS ride KAADU. They stop before the QUEEN and walk up the steps to
stand by her side.BOSS NASS holds up the Globe of Peace. EVERYONE CHEERS.
The parade marches on.

IRIS OUT

End titles

Star Wars: Episode 2: Attack of the Clones

EXT. SPACE
A vast sea of stars severas as a backdrop for the Main Title, following by a rollup, whcih crawls into infinity.

There is unrest in the Galactic Senate
Several hundred solar systems under
the leadership of the rebel leader, Count
Dooku, have decalred their intentions to
secede from the Republic.

This separatist movement has made it
difficult for the limited number of
Jedi Kights to maintain peace and
order in the galaxy.

Senator Amidala, the former Queen of
Naboo, is returning to Coruscant
to vote on the critical issue
of creating an army to assist the
overwhelmed Jedi.

PAN UP to reveal the amber city planet of Coruscant. A yellow Naboo Fighter flies OVER CAMERA toward the planet, followed by a large Royal Cruiser and two more Fighters.

EXT. CITYSCAPE, CORUSCANT - DAWN
The ships skim across the surface of the city landscape. The sun glints off the chrome hulls of the sleek Naboo spacecraft as they navigate between the buildings of the capital planet.

EXT. CORUSCANT, LANDING PLATFORM - DAWN
Two Naboo Fighters land on one leaf of a three-leaf-clover landing platform. The Royal Starship lands on the central lead, and the third Fighter lands on the remaining plaform.

A small GROUP OF DIGNITARIES waits to welcome the Senator. One of the members of the group os a well dressed JAR JAR BINKS, a member of the Galactic Representative Commission, and DORME, Senator Amidala's handmaiden.

One of the FIGHTER PILOTS jumps from the wing of his ship and removes his helmet. He is CAPTAIN TYPHO, SENATOR AMIDALA'S Security Officer. He moves over to a WOMAN PILOT.

CAPTAIN TYPHO
We made it. I guess I was wrong,
there was no danger at all.

The ramp ;pwers. TWO NABOO GUARDS appear. SENATOR AMIDALA, ONE HANDMAIDEN (VERSE) and FOUR TROOPERS descend the ramp. AMIDALA is more beautiful now than she was ten years earlier when, as Queen, she was freeing her people from the yoke of the Trade Federation.

The DIGNITARIES start to move forward. SENATOR AMIDALA reaches the foot of the ramp, when suddenly there is a blinding FLASH and a huge EXPLOSION. The DIGNITARIES and PILOTS are hurled to the ground as the starship is destroyed.

Klaxons blare, alarms sound! CAPTAIN TYPHO and the TWO ESCORT PILOTS get up and run to where SENATOR AMIDALA lies dying. Beyond, ARTOO DETOO drops down from the Naboo Fighter and rolls toward the wreckage. The FEMALE ESCORT PILOT kneels by SENATOR AMIDALA and takes off her helmet, revealing SENATOR PADME AMIDALA.

PADM�
Cord�...

She gathers up her decoy double in her arms. Cord�'s eyes are open. She looks up at her.

CORD�
... I'm sorry, m'lady... I'm... not sure I...

CORD� dies. PADM� hugs her.

AMIDALA
No!... No!... No!...

PADM� lowers CORD� to the ground. She gets up and looks around at the devastation. There are tears in her eyes.

AMIDALA
I should not have come back.

CAPTAIN TYPHO
M'Lady, you are still in danger.

Amidala says nothing.

CAPTAIN TYPHO
This vote is very important. You did
your duty and Cord� did hers. Now
come. (she doesn't respond) M'Lady,
please!

She turns. They walk away. ARTOO lets out a small whimper and rolls off after them.

EXT. SENATE BUILDING - DAY
The massive Senate Building glistens in the afternoon sun. Small patches of fog have still to burn off.

INT. SENATE CHAMBER - DAY
The vast rotunda is buzzing with chatter. MAS AMEDDA, the Supreme Chancellor's majordomo, tries to quiet things down as PALPATINE confers with an AIDE, UV GIZEN, riding a small one man floating scooter.

MAS AMEDDA
Order! We shall have order! The motion
for the Republic to commission an army
takes precedent, and that is what we
will vote on at this time.

Everything quiets down. The AIDE disperses, and SUPREME CHANCELLOR PALPATINE steps to the podium.

PALPATINE
...My esteemed colleagues, excuse
me... I have just received some
tragic and disturbing news. Senator
Amidala of the Naboo system... Has
been assassinated!

There is a shock silence in the vast arena.

PALPATINE
(continued)
This grievous blow is especially
personal to me. Before I became
Chancellor, I served Amidala when
she was Queen. She was a great
leader who fought for justice, not
only in this honourable assembly,
but also on her home planet. She
was so loved she could have been
elected queen for life. She
believed in public service, and
she fervently believed in
democracy. Her death is a great
loss to us all. We will all mourn
her as a relentless champion of
freedom... and as a dear friend.

There is a moment of silence. ASK AAK, the SENATOR of MALASTARE, moves his pod into the centre of the arena.

SENATOR ASK AAK
How many more Senators will die
before this civil strife ends! We
must confront these rebels now,
and they need an army to do it.

A second pod moves into the centre of the area with DARSANA, the
AMBASSADOR OF GLEE ANSELM.

AMBASSADOR DARSANA
Why weren't the Jedi able to stop
this assassination? We are no
longer safe, under their protection.

Senator ORN FREE TAA swings forward in his pod.

ORN FREE TAA
The Republic needs more security
now! Before it comes to war.

PALPATINE
Must I remind the Senator from
Malastare that negotiations are
continuing with the separatists.
Peace is our objective here... not
war.

The SENATORS yell pro and con. MAS AMEDDA tries to calm things down. SENATOR PADME AMIDALA, with CAPTAIN TYPHO, JAR JAR, and DORME, manoeuvre her pod into the centre of the vast arena.

AMIDALA
My noble colleagues, I concur with
the Supreme Chancellor. At all
costs, we do not want war!

The Senate goes quiet, then there is an outburst of cheering and
applause.

PALPATINE
It is with great surprise and
joy the chair recognises the
Senator from Naboo, Padm� Amidala.

PADM�
Less than an hour ago, an
assassination attempt was made
against my life. One of my
bodyguards and six others were
ruthlessly and senselessly
murdered. I was the target but,
more importantly, I believe this
security measure before you, was
the target. I have led the
opposition to build an army... but
there is someone in this body who
will stop at nothing to assure it's
passage...

Many of the SENATORS boo and yell at SENATOR AMIDALA.

PADM�
(continuing)
I warn you, if you vote to create
this army, war will follow. I
have experienced the misery of war
first-hand; I do not wish to do it
again.

There is sporadic yelling for and against her statements.

PADM�
Wake up, Senators... you must wake
up! If you offer the separatists
violence, they can only show us
violence in return! Many will
lose their lives. All will lose
their freedom. This decision
could very well destroy the very
foundation of our great Republic.
I pray you do not let fear push
you into a disastrous decision.
Vote down this security measure,
which is nothing less than a
declaration of war! Does anyone
here want that? I cannot believe
they do.

There is an undercurrent of booing... and groaning. SENATOR ORN FREE TAA moves his pod next to AMIDALA.

ORN FREE TAA
My motion to defer the vote must
be dealt with first. That is the
rule of law.

AMIDALA looks angry and frustrated. PALPATINE gives her a sympathetic look.

PALPATINE
Due to the lateness of the hour
and the seriousness of this
motion, we will take up these
matters tomorrow. Until then, the
Senate stands adjourned.

EXT. EXECUTIVE QUARTERS BUILDING - DAY
The giant towers of the Republic Executive Building seem to reach the heavens. Traffic clogs the smoggy sky.

INT. CHANCELLOR'S OFFICE - DAY
CHANCELLOR PALPATINE sits behind his desk with TWO RED-CLAD ROYAL GUARDS on either side of the door. YODA, PLOT KOON, KI-AD-MUNDI, and MACE WINDU sit acress from him.

PALPATINE
I don't know how much longer I can
hold off the vote, my friends.
More and more star systems are
joining the separatists.

MACE WINDU
If they do break away -

PALPATINE
No! I will not let that happen!

MACE WINDU
But if they do, you must realise
there aren't enough Jedi to
protect the Republic. We are
keepers of the peace, not soldiers.

PALPATINE
Master Yoda, do you think it will
really come to war?

YODA closes his eyes.

YODA
Worse than war, I fear... Much
worse.

PALPATINE
What?

MACE WINDU
What do you sense, Master?

YODA
Impossible to see ... The Dark Side
clouds everything. But this I am
sure of -
(opens his eyes)
Do their duty the Jedi will.

A muted BUZZER SOUNDS. A hologram of an AIDE, DAR WAC, appears on the Chancellor's desk.

DAR WAC
The loyalist committee has arrived,
my Lord.

PALPATINE
Send them in.

They all stand as SENATOR AMIDALA, CAPTAIN TYPHO, JAR JAR, MAS AMEDDA, DORME, and SENATORS BAIL ORGANA, HOROX RYYDER and ORN FREE TAA enter the office. YODA and MACE WINDU move to greet the SENATOR, YODA taps AMIDALA with his cane.

YODA
With you the force is strong...
young Senator. To see you alive
brings warm feeling to my heart.

PADM�
Thank you, Master Yoda. Do you
have any idea who was behind
the attack?

MACE WINDU
Our intelligence points to
disgruntled spice miners, on
the moons of Naboo.

PADM�
I don't wish to disagree but I
think that Count Dooku was behind
it.

There is a stir of surprise.

MACE WINDU
You know, M'Lady, Count Dooku
was once a Jedi. He wouldn't
assassinate anyone, it is not in
his character.

KI-ADI-MUNDI
He is a political idealist, not
a murderer.

YODA
In dark times nothing is what it
appears to be, but the fact remains
Senator, in grave danger you are.

PALPATINE gets up, walks to the window, and looks out at the vast city.

PALPATINE
Count Dooku has always avoided
any kind of conflict. It appears
he has no desire to start a war.
Why would he kill you? To what end?

PADM�
I don't know, but everything in my
being tells me he was behind it...

After gazing out of the window for several moments Palpatine turns to
Mace.

PALPATINE
Master Jedi, may I suggest that
the Senator be placed under the
protection of your graces.

BAIL ORGANA
Do you think that is a wise use
of manpower during these stressful
times?

PADM�
Chancellor, if I may comment, I
do not believe the...

PALPATINE
..."situation is that serious."
No, but I do, Senator.

PADM�
Chancellor, please! I don't want
any more guards!

PALPATINE
I realise all too well that
additional security might be
disruptive for you, but perhaps
someone you are familiar with... an
old friend like... Master Kenobi...

PALPATINE nods to MACE WINDU, who nods back.

MACE WINDU
That's possible. He has just
returned from a Border dispute on
Ansion.

PALPATINE
You must remember him, M'Lady...
he watched over you during the
blockade conflict.

PADM�
This is not necessary, Chancellor.

PALPATINE
Do it for me, M'Lady, please. I
will rest easier. We had a big
scare today. The thought of
losing you is unbearable.

AMIDALA sighs as the JEDI get up to leave.

MACE WINDU
I will have Obi-Wan report to you
immediately, M'Lady.

YODA leans into her ear.

YODA
Too little about yourself you
worry, Senator, and too much about
politics. Be mindful of your
danger, Padm�. Accept our help.

As the JEDI leave the office, PALPATINE continues to pace behind his desk.

PALPATINE
I will not like this Republiv, that
has stood for over a thousand
years, be split in two

EXT. SENATE APARTMENTS - TWILIGHT
A graceful skyscraper twinkles in the evening light of Coruscant.

INT. SENATE BUILDING, APARTMENT CORRIDOR - EVENING
The door to the apartment slides open. JAR JAR walks into the corridor, where TWO JEDI are exiting the elevator. He recognises OBI-WAN and becomes extremely excited, jumping around, shaking his hand.

JAR JAR
Obi! Obi! Obi! Mesa sooo smilen
to see'en yousa. Wahoooooo!

OBI-WAN smiles.

OBI-WAN
It's Good to see you, too, Jar Jar.

JAR JAR
Oops! Wheresa mesa manners?
Excuse me, Master Obi-Wan. I
completely forgot myself for
a moment there. I have had to learn
Diplodiaclect... speak it like a
native now. Don't really see the
point, actually, but members of
the Senate seem to prefer it...

JAR JAR notices OBI-WAN'S APPRENTICE.

JAR JAR
(continuing)
...and this, I take it, is your
apprentice... Nooooooooo! Annie?
Noooooooo! Little Bitty Annie?
(Looks at Anakin)
Nooooooo! Yousa so biggen!
Yiyiyiyyi! Annie!! Mesa no
believen.

ANAKIN
Hi, Jar Jar.

JAR JAR grabs hold of ANAKIN and envelops him in a big hug.

JAR JAR
Annie! Annie! Yiyiyiyiyiyiiii!

INT. SENATE BUILDING, APARTMENT - EVENING
PADME is in a conference with CAPTAIN TYPHO and DORME. JAR JAR enters the room, followed by the TWO JEDI.

JAR JAR
Lookie... lookie... Oops!... Oh,
dear, I'm afraid I've forgotten
myself again.

PADME and TYPHO rise as OBI-WAN and ANAKIN stop before the SENATOR. OBI-WAN steps forward. ANAKIN stares at PADME. She glances at him.

OBI-WAN
It's a great pleasure to see you again,
M'Lady.

PADM�
It has been far too long Master
Kenobi. I'm so glad our paths
have crossed again... but I must
warn you that I think your
presence here is unnecessary.

OBI-WAN
I'm sure the Jedi Council have
their reasons.

She moves in front of ANAKIN

PADM�
Annie??
(stares)
My goodness you've grown.

They look at each other for a long moment.

ANAKIN
(trying to be smooth)
So have you... grown more
beautiful, I mean... and much
shorter... for a Senator, I mean.

OBI-WAN looks disapprovingly at his apprentice. PADME laughs and shakes her head.

PADM�
Oh Annie, you'll always be that
little boy I knew on Tatooine.

This embarrasses ANAKIN, and he looks down. OBI-WAN and CAPTAIN TYPHO smile.

OBI-WAN
Our presence will be invisible,
M'Lady.

CAPTAIN TYPHO
I am very grateful you are here,
Master Kenobi. The situation is
more dangerous than the Senator
will admit.

PADM�
I don't need more security, I need
answers. I want to know who is
trying to kill me.

OBI-WAN
(frowning)
We're here to protect you
Senator, not to start an
investigation.

ANAKIN
We will find out who is trying to
kill you Padm�, I promise you.

He's done it again. He bites his lip in frustration and shame. OBI-WAN gives ANAKIN a dirty look.

OBI-WAN
We are not going to exceed our
mandate, my young Padawan learner.

ANAKIN
I meant in the interest of
protecting her, Master, of course.

OBI-WAN
We are not going through this
exercise again, Anakin. You will
pay attention to my lead.

ANAKIN
Why?

OBI-WAN
What??!!

ANAKIN
Why else do you think we were
assigned to her, if not to find
the killer? Protection is a job
for local security... not Jedi.
It's overkill, Master.
Investigation is implied in our
mandate.

OBI-WAN
We will do as the Council has
instructed, and you will learn
your place, young one.

PADM�
Perhaps with merely your presence,
the mysteries surrounding this
threat will be revealed. Now if
you will excuse me I will retire.

Everyone gives AMIDALA a slight bow as she and DORME leave the room.

CAPTAIN TYPHO
Well, I know I feel a lot better
having you here.
I'll have an officer on every
floor and I'll be at the command
centre downstairs.

JAR JAR
Mesa busten wit happiness seein
Yousa again, Annie. Deesa bad
times, bombad times.

Captain Typho leaves.

ANAKIN
She didn't even recognise me, Jar
Jar. I thought about her every
day since we parted... and she's
forgotten me completely.

JAR JAR
Shesa happy. Happier den mesa
see-en her in longo time.

OBI-WAN
Anakin, you're focusing on the
Negative again. Be mindful of your
thoughts. She was glad to see us.
Now lets check the security here.

ANAKIN
Yes, my master.

EXT. JEDI TEMPLE - EVENING
The vast Jedi Temple sits on an endless flat plain, silhouetted by a against the traffic-filled sky.

INT. JEDI TEMPLE, CORRIDOR - EVENING
MACE WINDU and YODA walk down the long hallways, silhouetted by a lit room at the end.

MACE WINDU
Why couldn't we see this attack on
the Senator?

YODA
Masking the future, is this
disturbance in the Force.

MACE WINDU
The propecy is coming true, the
Dark Side is growing.

YODA
And only those who have turned to
the Dark Side can sense the
possibilities of the future. Only
going through the Dark Side can we
see.

MACE WINDU
It's been ten years, and the Sith
still have no shown themselves.
Do you think they are behind this?

YODA
...Out there, they are. A
certainty that is.

MACE WINDU
Do you think Obi-Wan's apprentice
will be able to bring balance to
the Force?

YODA
Only if he chooses to follow his
destiny.

There is a long silence as they walk away. Only footsteps are heard.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT
PADME is asleep in her bed, lit only by the light of the city outside her window coming through the blinds. ARTOO stands in the corner of the bedroom. His power is off.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, MAIN R0OM - NIGHT
ANAKIN is standing in the living room. He is in a meditative state. It is quiet. We hear DISTANT FOOTSTEPS in the corridor outside the apartment. Suddenly ANAKIN'S eyes pop open. His eyes dart around the room. He reaches for his lightsaber, then smiles and puts it back in his belt.

The door to the apartment slides open, and OBI-WAN enters.

OBI-WAN
Captain Typho has more than enough
men downstairs. No assassin will
try that way. Any activity up
here?

ANAKIN
Quiet as a tomb. I don't like
just waiting here for something to
happen to her.

OBI-WAN checks a palm-sized view scanner he has pulled out of his utility belt. It shows a shot of ARTOO by the door, but no sign of PADME on the bed.

OBI-WAN
What's going on?

ANAKIN shrugs.

ANAKIN
She covered that camera. I don't
think she liked me watching her.

OBI-WAN
What is she thinking?

ANAKIN
She programmed Artoo to warn us if
there's an intruder.

OBI-WAN
It's not an intruder I'm worried
about. There are many other ways
to kill a Senator.

ANAKIN
I know, but we also want to catch
this assassin. Don't we, Master?

OBI-WAN
You're using her as bait??

ANAKIN
It was her idea... No harm will
come to her. I can sense
everything going on in that room.
Trust me.

OBI-WAN
It's too risky... and your senses
aren't that attuned, young
apprentice.

ANAKIN
And yours are?

OBI-WAN
Possibly.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT
As PADME sleeps, a PROBE DROID approaches outside her window. It sends out several small arms that attach to the window, creating sparks that shut down the security system. Then a large arm cuts a small hole in the glass. A FAINT SOUND is heard as the small section of glass is removed from the window.

ARTOO wakes up, and his lights go on. The PROBE DROID freezes. ARTOO looks around, makes a PLAINTIVE LITTLE SOUND, then shuts down again. The PROBE DROID attaches a little tube to the window. TWO DEADLY LOOKING CENTIPEDE-LIKE KOUHUNS exit the tube, crawl through the blinds and head toward the sleeping PADME.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT
ANAKIN and OBI-WAN continue their conversation in the main room of the apartment.

OBI-WAN
You look tired.

ANAKIN
I don't sleep well, anymore.

OBI-WAN
Because of your mother?

ANAKIN
I don't know why I keep dreaming
About her now. I haven't seen her
since I was little.

OBI-WAN
Dreams pass in time.

ANAKIN
I'd rather dream of Padm�. Just
Being around her again is...
intoxicating.

OBI-WAN
Mind your thoughts, Anakin, they
betray you. You've made a
commitment to the Jedi order... a
commitment not easily broken...
and don't forget she's a
politician. They're not to be
trusted.

ANAKIN
She's not like the others in the
Senate, Master.

OBI-WAN
It's been my experience that
Senators are only focused on
pleasing those who fund their
campaigns... and they are more
than willing to forget the
niceties of democracy to get those
funds.

ANAKIN
Not another lecture, Master. Not
on the economics of politics....
It's too early in the morning... and
besides, you're generalising. The
Chancellor doesn't appear to
be corrupt.

OBI-WAN
Palpatine's a politician, I've
observed that he is very clever at
following the passions and
prejudices of the Senators.

ANAKIN
I think he is a good man. My
instincts are very positive
about...

ANAKIN looks stunned. He looks sharply at OBI-WAN

OBI-WAN
I sense it, too.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT
ARTOO sounds an alarm and shines a light on the bed. THE KOUHUNS are inches from PADME'S face. Their mouths are open, and wicked stinger tongues flick out.


OBI-WAN and ANAKIN burst into the room. The KOUHUNS stand on their hind legs and hiss as PADME wakes up. ANAKIN throws himself in front of her, whacking in half the deadly creatures with his lightsaber.

OBI-WAN sees the DROID outside the window and raqces straight at it, crashing through the blinds as he goes through the window.

EXT. WINDOW LEDGE, APARTMENT BUILDING - NIGHT
OBI-WAN flies through the glass window and flings himself at the PROBE DROID, grabbing onto the deadly machine before it can flee. The PROBE DROID sinks under the weight of OBI-WAN but manages to stay afloat and fly away, with the Jedi hanging on for dear life, a hundred stories above the city.

INT. SENATE BUILDING, AMIDALA'S APARTMENT - NIGHT
ANAKIN and PADME stare at the sight of OBI-WAN being carried off by the DROID. ANAKIN turns to her. She pulls her nightdress around her shoulders.

ANAKIN
Stay here!

CAPTAIN TYPHO, with TWO GUARDS and DORME, enter the room as Anakin dashes out.

EXT. CITYSCAPE, CORUSCANT - NIGHT
The PROBE DROID sends several protective electrical shocks across its surface, causing OBI-WAN to almost lose his grip. As they dart in and out of the speeder traffic, OBI-WAN disconnects a wire on the back of the DROID. Its power shuts off! OBI-WAN and the DROID drop like rocks. OBI-WAN realises the error of his ways and quickly puts the wire back. The DROID'S systems light up again and it takes off.

EXT. SENATE APARTMENTS - ENTRANCE - NIGHT
ANAKIN charges out of the building and runs to a line of parked speeders. He vaults into an open one and takes off, gunning it fast toward the lines of speeder traffic high above.

EXT. CITYSCAPE, CORUSCANT - NIGHT
The DROID bumps against a wall, hoping to knock the Jedi loose. It moves behind a speeder afterburner to scorch him. It takesthe JEDI wildly between buildings and finally skims across a rooftop as OBI-WAN is forced to lift his legs, tenaciously hanging onto the DROID. The DROID heads for a dirty, beat-up speeder hidden in an alcove of a building about twenty stories up. When the pilot of the speeder, a scruffy bounty hunter called ZAM WESELL, sees the DROID approach with OBI-WAN hanging on, she pulls a long rifle out of the speeder and starts to fire at the JEDI. EXPLOSIONS burst all around OBI-WAN.

OBI-WAN
I have a bad feeling about this.

FINALLY, the DROID suffers a direct hit and blows up. OBI-WAN falls fifty stories, until a speeder drops down next to him, and he manages to grab onto the back end of the speeder and haul himself toward the cockpit. The JEDI struggles to climb into the passenger seat of the open speeder and sit down next to the driver, ANAKIN.

ANAKIN
That was wacky! I almost lost you
in the traffic.

OBI-WAN
What took you so long?

ANAKIN
Oh, you know, Master, I couldn't
find a speeder I really liked,
with an open cockpit... and with
the right speed capabilities...
and then you know I had to get a
really gonzo color...

They zoom upward in hot pursuit of ZAM asshe fires out the open window at them with her laser pistol.

OBI-WAN
If you'd spend as much time
working on your saber skills as
you do on your wit, young Padawan,
you would rival Master Yoda as a
swordsman.

ANAKIN
I thought I already did.

OBI-WAN
Only in your mind, my very young
apprentice. Careful!! Hey, easy!!

As this conversation is going on, ANAKIN deftly moves in and out of the oncoming traffic, across lanes, between buildings, and miraculously through a construction site. ZAM WESELL continues firing at them.

ANAKIN
Sorry, I forgot you don't like
flying, Master.

OBI-WAN
I don't mind flying... but
what you're doing is suicide!

They barely miss a commuter train

ANAKIN
Master, you know I've been flying
since before I could walk. I'm very
good at this.

OBI-WAN
Just slow down!

ZAM WESSEL and the JEDI race through a line of cross-traffic made up of giant trucks. The speeders bank sideways as they slide around right-angle turns between buildings. ZAM races into a tram tunnel.

OBI-WAN
(continuing)
Wait! Don't go in there!

ANAKIN zooms into the tunnel after ZAM. They see a tram coming at them. They brake, turn around, and race out, barely ahead of the charging commuter transport.

OBI-WAN
(continuing)
You know I don't like it when you
do that!

ANAKIN
Sorry, Master. Don't worry, this
guy's gonna kill himself any
minute now!

ZAM WESSEL turns into oncoming traffic, deliberately trying to throw the JEDI off. Oncoming speeders swerve, trying to avoid ZAM and the JEDI. ZAM does a quick, tight loop-over and ends up behind the JEDI. She is now in a much better position to fire at them with her laser pistol. To avoid being hit by the laser bolts, ANAKIN slams on the brakes and moves alongside ZAM. She now fires point-blank at OBI-WAN.

OBI-WAN
What are you doing? He's gonna
blast me!

ANAKIN
Right - this isn't working.

ANAKIN slides underneath Zam's speeder. They race along in traffic, one speeder right on top of the other. The BOUNTY HUNTER skims over the rooftops, causing ANAKIN to drop behind. ANAKIN goes through his gears, zooming around traffic. They race at high speed across a wide, flat surface of the city planet. A large spacecraft almost collides with them as it attempts to land. They round a corner and clip a flag, which gets caught on one of the front air scoops.

OBI-WAN
That was too close!

ANAKIN
Clear that!

OBI-WAN
What??

ANAKIN
Clear the flag! We're losing
power! Hurry!

OBI-WAN leans out of the speeder, then crawls out onto the front engine, pulling the flag free of the scoop. The speeder lurches forward with a surge of power.

OBI-WAN
Whooooaaa! Don't do that! I
don't like it when you do that!

ANAKIN
So sorry, Master.

They chase the BOUNTY HUNTER through a power refinery.

OBI-WAN
It's dangerous near those power
couplings! Slow down! Don't go
through there!

Huge electrical bolts shoot between the buildings as the speeders pass.

OBI-WAN
(continuing)
Yiiii, what are you doing?

ANAKIN
Sorry, Master!

OBI-WAN
(sarcastically)
Oh, that was good...

ANAKIN
That was crazy!!!

ZAM slides around a corner sideways, blocking an alley, firing point-blank as ANAKIN approaches.

ANAKIN
(continuing)
Ahh, damn.

OBI-WAN
Stop!!

ANAKIN
No, we can make it.

ANAKIN barely misses the BOUNTY HUNTER'S speeder as he dives under it, and through a small gap in the building hitting several pipes and going wildly out of control. ANAKIN struggles to regain control of the speeder, narrowly missing a crane, barely clipping a pair of giant struts. A giant gasball shoots up, causing ANAKIN to spin and bump a building, stalling the speeder.

OBI-WAN
I'm crazy... I'm crazy... I'm
crazy.

ANAKIN
But it worked... we made it.

OBI-WAN
(angrily)
It didn't work... we've stalled!
And you almost got us killed!

ANAKIN
I think we're still alive.

ANAKIN works to get the speeder started. It quickly races to life.

OBI-WAN
(very angrily)
It was stupid!

ANAKIN
(sheepishly)
I could have made it...

OBI-WAN
(furious)
But you didn't!!! And now we've
lost him.

Suddenly, there is an ambush. Laser bolts fire everywhere. EXPLOSIONS surround them. They look up to see ZAM WESSEL take off.

ANAKIN
No we didn�t...

Out of a cloud of smoke and ball of flames the JEDI tear after ZAM. They are smoking. OBI-WAN slaps out the small fire on the dashboard. ZAM goes up and down, through cross-traffic. There is a near miss as a speeder almost hits them. ZAM turns down and left between two buildings. ANAKIN pulls up and to the right

OBI-WAN
Where are you going?! He went
down there, the other way.

ANAKIN
This is a shortcut... I think.

OBI-WAN
What do you mean, �You think?�
What kind of shortcut?! He went
completely the other way! You�ve
lost him!

ANAKIN
Master, if we keep this chase
going, that creep�s gonna end up
deep fried. Personally, I�d very
much like to find out who in the
hell he is and who he�s working
for...

OBI-WAN
(sarcastic)
Oh, so that�s why we�re going in
the wrong direction.

ANAKIN turns up a side street, zooming up several small passageways, then stops, hovering about fifty stories up.

OBI-WAN
(continuing)
Well, you lost him.

ANAKIN
I�m deeply sorry, Master.

ANAKIN looks around front and back. He spots something. He seems to
start counting to himself as he watches something below approach.

ANAKIN
(continuing)
Excuse me for a moment.

ANAKIN jumps out of the speeder. OBI-WAN looks down and sees Zam�s speeder about five stories below them cruising past. ANAKIN miraculously lands on top of the Bounty Hunter�s speeder. The speeder wobbles under the impact. ZAM looks up and realises what has happened.

ZAM takes off, and ANAKIN slides to the back strut and almost slips off, but manages to hang on. ANAKIN works his way back to the speeder�s cockpit, just as ZAM stops suddenly, and ANAKIN flies forward to the left front fork. ZAM shoots at him with a laser pistol. There is a BLAST near ANAKIN'S hand, which breaks off a piece of the speeder. ANAKIN slides to the right fork of the speeder, where ZAM can�t reach him. He scrambles to the top, holding onto an air scoop.

OBI-WAN has jumped into the driver�s seat of his speeder and is deftly gaining on the rogue speeder. The two speeders dive through oncoming traffic and then through cross traffic. Finally, ANAKIN is able to get hold of his lightsaber and starts to cut his way through the roof of the speeder. ZAM takes out her laser pistol and starts firing at the helpless JEDI, knocking the sword out of his hand. OBI-WAN races under the speeder and catches the Jedi weapon in the passenger�s seat.

ANAKIN sticks his hand into the cockpit and, using the Force, pulls the gun out of ZAM�S hand. She grabs the Jedi�s hand, and they struggle for the weapon. It goes off, blowing a hole in the floor of the speeder. The speeder careens wildly out of control. ZAM struggles to pull the speeder out of it�s nose dive. OBI-WAN gets slowed down by traffic and loses sight of the Bounty Hunter�s speeder.

Just as the dragster is about to nose dive into the ground, ZAM pulls it out, and it slides hard on the pavement in a shower of sparks. ANAKIN goes flying into the street.

EXT. ENTERTAINMENT STREET - NIGHT
ZAM exits the crashed speeder and runs. ANAKIN picks himself up off the pavement and runs down the very crowded street.

It's the seedy underbelly of the city. Broken sidewalks, garish lights reflected on the filthy puddles. It's pretty crowded with various ALIEN LOW-LIFES, PANHANDLING DROIDS, and the occasional group of UPPERCLASS SLUMMERS.

ANAKIN barges into several of them as he chases after the fleeing ZAM. He loses the Bounty Hunter in the crowd, them sees him again. The young Jedi is having a very difficult time getting through the crowd.

Ahead, ZAM turns in through a door and disappears.

A nightclub sighs is flashing over the door. ANAKIN is just about to follow ZAM when there is a sudden swirl of litter from downthrusters. PEOPLE start moving out of the way, and the open speeder lands in the street beside him. OBI-WAN gets out and walks over, holding out ANAKIN'S lightsaber.

OBI-WAN
Anakin!

ANAKIN
She went into that club, Master.

OBI-WAN
Patience.

OBI-WAN hands ANAKIN the lightsaber.

OBI-WAN
(continuing)
Here. Next time try not to lose it.

ANAKIN
Sorry, Master.

ANAKIN reaches for the lightsaber, but OBI-WAN holds it back.

OBI-WAN
A Jedi's saber is his most
precious possession.

ANAKIN
Yes, Master.

He reaches for the lightsaber, OBI-WAN pulls it back.

OBI-WAN
He must keep it with him at all
times.

ANAKIN
I know, Master.

OBI-WAN
This weapon is your life!

ANAKIN
I've heard this lesson before...

OBI-WAN finally holds out the lightsaber and ANAKIN grabs it.

OBI-WAN
But, you haven't learned anything,
Anakin.

ANAKIN
I try, Master.

INT. NIGHTCLUB - NIGHT
OBI-WAN and ANAKIN enter the nightclub bar, and everyone stares at them

OBI-WAN
Why do I think you are going to be
the death of me?!

ANAKIN
Don't say that Master... You're
the closest thing I have to a
father... I love you. I don't want
to cause you pain.

OBI-WAN
Then why don't you listen to me?!

ANAKIN
I will. I'll do better, I promise.

OBI-WAN
Do you see him him?

ANAKIN
I think he's a she...

OBI-WAN
Then be extra careful...
(nods to a room)
Check it out.

OBI-WAN goes away.

ANAKIN
Where are you going, Master?

OBI-WAN
To get a drink.

OBI-WAN heads for the bar. ANAKIN blinks in surprise, then moves into the room, where ALIEN FACES look back at him with hostility, suspicion, and invitation as he moves among the tables. OBI-WAN arrives at the bar. He signals the BARMAN.

CLOSE - Somewhere in the room a HAND moves to a pistol in its holster and unsnaps the safety catch. At the bar, a glass is placed in from of OBI-WAN. A drink is poured. He lifts the glass.

ELAN SLEAZEBAGGANO
Wanna buy some death sticks?

OBI-WAN looks at him. He moves his fingers slightly.

OBI-WAN
You don't want to sell me death-
sticks.

ELAN
I don't want to sell you death-
sticks.

OBI-WAN moves his fingers.

OBI-WAN
You want to go home and rethink
your life.

ELAN
I want to go home and rethink my
life.

He leaves. OBI-WAN lifts the drink and tosses it back.

CLOSE. The gun is drawn from its holster and held down out of sight. The BOUNTY HUNTER starts to move toward the bar.

ANAKIN checks out ALIEN FACES. OBI-WAN signals for another drink. The gun moves toward his unsuspecting back.

The drink is poured. OBI-WAN reaches for it. The gun is raised to aim directly at his back, and suddenly OBI-WAN turns fast. His lightsaber flashes. There is a shrill SCREAM and ZAM'S ARM hits the floor. The gun drops from its twitching fingers. Blood spreads.

The room is silent. ALIENS rise menacingly from their seats, and ANAKIN is suddenly at OBI-WAN's side, his lightsaber glowing.

ANAKIN
Easy... Official business. Go
back to your drinks.

Slowly, the ALIENS sit. Conversation resumes. Onstage, THE PERFORMERS pick up their routine. OBI-WAN and ANAKIN lift ZAM and carry her out.

EXT. ALLEY OUTSIDE NIGHTCLUB - NIGHT
OBI-WAN and ANAKIN carry ZAM into the alley and lower her to the ground. OBI-WAN attends to her wounded shoulder. She stares up hatefully at ANAKIN. She winces in pain, then nods.

OBI-WAN
Do you know who it was you were
trying to kill?

ZAM WESSEL
The Senator from Naboo.

OBI-WAN
Who hired you?

ZAM glares at OBI-WAN.

ZAM WESSEL
It was just a job.

ANAKIN
Tell us!

ZAM WESSEL
That Senator's gonna die soon
anyway, and the next one won't
make the same mistake I did...

OBI-WAN
This wound's going to need
treatment.

ANAKIN
Who hired you? Tell us... tell us
now!

ZAM glares hatefully.

ZAM
It was a Bounty Hunter called...

There is a sudden FTZZZ sound. ZAM twitches. She blinks in surprise and dies.

There is a WEOOSH from above. OBI-WAN and ANAKIN look up yo see an ARMOURED ROCKET-MAN taking off from a roof high above. OBI-WAN looks down at ZAM. He touches her neck and pulls out a small, wicked-looking dart.

OBI-WAN
Toxic Dart...

INT. SENATE BUILDING, AMIDALA'S APARTMENT - DAY
ANAKIN and JAR JAR stand near the door of the anteroom to PADME'S
bedroom. PADME and DORME move about packing luggage.

PADM�
Representative Binks. I know I can
count on you.

JAR JAR
Yousa betchen mesa bottums.

PADM�
What?!

JAR JAR
(coughs, recovers)
Oh, pardone-ay, Senator. I mean,
I am honoured to accept this heavy
burden. I take on this
responsibility with deep humility
tinged with an overwhelming pride.
(pompously)
It is not every day that I am
called upon to...

PADME kisses him on the cheek and gives him a hug. JAR JAR turns red.

PADM�
You're a good friend, Jar Jar. I
don't wish to hold you up. I'm
sure you have a great deal to do.

JAR JAR
Of course, M'lady.

JAR JAR bows and goes out. As he passes ANAKIN, he flashes a dazzling smile... PADME is in a very bad mood.

PADM�
I do not like this idea of hiding.

ANAKIN
Don't worry. Now that the Council
has ordered an investigation, it
won't take Master Obi-Wan long to
find that bounty hunter.

PADM�
(frustrated)
I haven't worked for a year to
defeat the "Military Creation Act"
not to be here when its fate is
decided.

ANAKIN
Sometimes we have to let go of our
pride and do what is requested of
us.

PADM�
Pride?!? Annie, you're young, and
you don't have a very firm grip on
politics. I suggest you reserve
your opinions for some other time.

ANAKIN
Sorry, M'lady. I was only trying
to...

PADM�
Annie! No!

ANAKIN
Please don't call me that.

PADM�
What?

ANAKIN
Annie...

PADM�
I've always called you that... it
is your name, isn't it?

ANAKIN
It's Anakin. When you say Annie
it's like I'm still a little
boy... and I'm not.

PADM�
I'm sorry, Anakin. It's impossible
to deny you've...
(looks him over)
...that you've grown up.

PADME smiles at ANAKIN. He becomes a little shy.

ANAKIN
Master Obi-Wan manages not to see
it...

PADM�
Mentors have a way of seeing more
of our faults than we would like.
It's the only way we grow.

ANAKIN
Don't get me wrong... Obi-Wan is
a great mentor. As wise as Master
Yoda and as powerful as Master
Windu. I am truly thankful to be
his apprentice. Only... although
I'm a Padawan learner, in some
ways... a lot of ways... I'm ahead
of him. I'm ready for the trials.
I know I am! He knows it too. He
believes I'm too unpredictable...
Other Jedi my age have gone
through the trials and made it...
I know I started my training
late... but he won't let me move
on.

PADM�
That must be frustrating.

ANAKIN
It's worse... he's overly
critical. He never listens! He
just doesn't understand! It's not
fair!

PADME cannot surpress a laugh. She shakes her head.

PADM�
I'm sorry... You sounded exactly
like that little boy I once knew,
when he didn't get his way.

ANAKIN
I'm not whining! I'm not.

PADME just smiles at him. DORME laughs in the background.

PADM�
I didn't say it to hurt you.

ANAKIN
I know...

There is a brief silence. PADME comes over to ANAKIN.

PADME
Anakin...

They look into each other's eyes for the first time.

PADM�
(continuing)
Don't try to grow up too fast.

ANAKIN
I am grown up. You said it
yourself.

ANAKIN looks deep into PADME'S eyes.

PADM�
Please don't look at me like that.

ANAKIN
Why not?

PADM�
Because I can see what you're
thinking.

ANAKIN
(laughing)
Ahh... so, you have Jedi powers
too?

DORME is watching with concern.

PADM�
It makes me feel uncomfortable.

ANAKIN
Sorry, M'lady.

ANAKIN backs away as PADME turns and goes back to her packing.

EXT. CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - DAY
A small bus speeds toward the massive freighter docks of Coruscant's Industrial area. The spaceport is bustling with activity. Transports of various sizes moves supplies and passengers as giant floating cranes lift cargo out of starships. The bus stops before a huge intergalactic freighter starship. It parks in the shadows of an overhang.

INT. CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - DAY
ANAKIN and PADME, dressed in Outland peasant outfits, get up and head for the door where CAPTAIN TYPHO, DORME and OBI-WAN are waiting to hand them their luggage. DORME is dressed to look like Senator Amidala.

CAPTAIN TYPHO
Be safe, m'lady.

PADM�
Thank you, Captain. Take good
care of Dorme... the threat's on
you two now.

DORME
He'll be safe with me.

They laugh, and PADME embraces her faithful handmaiden. DORME start to weep.

PADM�
You'll be fine.

DORME
It's not me, M'Lady. I worry
about you. What if they realise
I'm not you?

PADM�
(looks to Anakin)
Then my Jedi protector will have
to prove how grown up he is.

DORME and PADME smile. ANAKIN frowns as OBI-WAN pulls him aside.

OBI-WAN
Anakin, you stay put on Naboo.
Do not attract any attention. Do
absolutely nothing without
checking in with me or the Council.

ANAKIN
Yes, Master.

OBI-WAN
(to Padme)
I will get to the bottom of this
plot quickly, M'Lady. You'll be
back here in no time.

PADM�
I will be most grateful for your
speed, Master Jedi.

ANAKIN
Time to go.

PADM�
I know.

PADME gives DORME a last hug. ANAKIN picks up the luggage, and the TWO PEASANTS exit the speeder bus, where ARTOO is waiting for them.

OBI-WAN
May the Force be with you.

ANAKIN
May the Force be with you, Master.

They head off toward the giant Starfreighter.

PADM�
Suddenly, I'm afraid...

ANAKIN
I'm kinda scared too. This is my
first assignment on my own.

PADM�
There's nothing to worry about...
we have Artoo with us.

The two laugh.

OBI-WAN and CAPTAIN TYPHO watch ANAKIN and PADME disappear into the
vastness of the spaceport with ARTOO trundling along behind them.

OBI-WAN
I hope he doesn't try anything
foolish.

CAPTAIN TYPHO
I'd be more concerned about her
doing something, than him.

EXT. FREIGHTER DOCKS - CORUSCANT - DAY
The freighter slowly takes off from the huge docks area of Coruscant. It soon moves into the crowded skies.

INT. JEDI TEMPLE, MAIN HALLWAY - LATE DAY
From high above, light streams down from the lofty ceilings. OBI-WAN crosses the floor of the great hallway, heaading for the Analysis Rooms.

INT. JEDI TEMPLE, ANALYSIS CUBICLES - LATE DAY
OBI-WAN walks past several glass cubicles where work is going on. He comes to an empty one and sits down in front of a console. A PK-4 ANALYSIS DROID comes to life. A tray slides out of the console.

PK-4
Place the subject for analysis on
the sensot tray, please.

OBI-WAN puts the dart onto the traym which retracts into the console. The DROID activates the system, and a screen lights up in from of OBI-WAN.

OBI-WAN
It's a toxic dart. I need to know
where it came from and who made it.

PK-4
One moment, please.

Diagrams and .... appear on the screem, scrolling past at great speed. OBI-WAN watches as the screen goes blank. They tray slides out.

PK-4
(continuing)
As you can see on your screen,
subject weapon does not exist in
any known culture. Markings
cannot be identified. Probablt
self-made by a warrior not
associated with any known society.

OBI-WAN
Excuse me? Could you try again
please?

PK-4
Master Jedi, our records are very
thorough. they cover eight
percent of the galaxy. If I can't
tell you where it came from,
nobody can.

OBI-WAN picks up the dart and looks at it, then looks to the DROID.

OBI-WAN
Thanks for your assistance! You
may not be able to figure this
out, but I think I know someone
who might.

EXT. SPACE, STARSHIP FREIGHTER
The massive, slow-moving Freighter suddenly zooms away into lightspeed.

INT. STARFREIGHTER, STORAGE HOLD - DAY
The great, gloomy hold is crowded with EMIGRANTS and their belongings. To one side ARTOO is coming to the head of a food line, where SERVERS are ladling out bowls of mush. ARTOO holds two bowls.

SERVER
Keep moving! Keep moving!

ARTOO slips tube into a tub of mush and sucks up a large quantity. With one of his little claw-arms, he grabs several chunks of something that looks like brown bread. A SERVER sees him.

FOOD SERVER
(continuing)
Hey! No Droids!

ARTOO takes one last big suck and heads away from the food line. The SERVER shouts after him angrily. The little droid moves past groups of eating or sleeping EMIGRANTS and comes to where ANAKIN is sound asleep. The young Jedi seems to be having a nightmare. He is very restless.

ANAKIN
No, no, Mom, no...

He is sweating. PADME leans over to wipe some of the sweat from his forehead. He wakes up with a start, then realises where he is. PADME simply looks at him. He stares back, somewhat confused. ARTOO fills up two bowls with mush.

ANAKIN
(continuing)
What?

PADM�
You seemed to be having a
nightmare.

ANAKIN looks at PADME a little more closely, trying to see if he has revealed any of his secrets. She hands him a bowl of mush and bread.

PADM�
(continuing)
Are you hungry?

ANAKIN
Thank you.

PADM�
We went into lightspeed a while
ago.

ANAKIN looks into PADME'S eyes.

ANAKIN
I look forward to seeing Naboo
again. I've thought about it every
day since I left. It's by far the
most beautiful place I've ever
seen...

PADME is a little unnerved by his intense stare.

PADM�
You were just a little boy then.
It may not be as you remember it;
time changes your perception.

ANAKIN
I think time has given me much
more mature feelings to enhance my
perception.

PADM�
It must be difficult having sworn
your life to the Jedi... not being
able to visit the places you
like... or do the things you
like...

ANAKIN
Or be with the people I love.

PADM�
Are you allowed to love? I
thought that was forbidden for a
Jedi.

ANAKIN
Attachment is forbidden.
Possession is forbidden.
Compassion, which I would define
as unconditional love, is central
to a Jedi's life, so you might say
we're encouraged to love.

PADM�
You have changed so much

ANAKIN
You haven't changed a bit. You're
exactly the way I remember you in
my dreams. I doubt if Naboo has
changed much either.

PADM�
It hasn't...

ANAKIN
I can't wait to breathe the sweet
breeze that comes off the rolling
hills. Whenever I try to
visualise the Force, those hills
are what I see.

ANAKIN looks at PADME when he says this.

ANAKIN
(continuing)
I love Naboo.

There is an awkward moment.

PADM�
(changing the subject)
Were you dreaming about you
mother earlier, weren't you?

ANAKIN
Yes... I left Tatooine so long
ago, my memory of her is fading.
I don't want to lose it. Recently
I've been seeing her in my
dreams... vivid dreams... scary
dreams. I worry about her.

PADME gives ANAKIN a sympathetic look.

EXT. CORUSCANT, DOWNTOWN, BACK STREET - MORNING
OBI-WAN walks down the street. It is a pretty tough part of town. Old buildings, warehouses, beat up speeders and transporter rigs occasional "shiny freighters" hissing through.

OBI-WAN comes to a kind of alien diner. On the steamed-up windowa it says "DEX'S DINER" in alien lettering. He goes inside.

INT. CORUSCANT, DEX'S DINER - MORNING
A young waitress, HERMIONE BAGWA, is wiping off a booth tabletop. There is a counter with stools and a line of booths along the wall by the window. A number of CUSTOMERS are eating - TOUGH-LOOKING WORKERS, FREIGHTER DRIVERS etc. HERMIONE looks up as OBI-WAN comes in.

HERMIONE
Can I help ya?

OBI-WAN
I'm looking for Dexter.

HERMIONE'S eyes narrow.

HERMIONE BAGWA
Waddya want him for?

OBI-WAN
He's not in trouble. It's
personal.

HERMIONE stares at OBI-WAN. There is a brief pause. Then she goes to the open serving hatch behind the counter.

HERMIONE BAGWA
Someone to see ya, honey
(lowering her voice)
A Jedi, by the looks of him.

Steam billows out from the kitchen hatch behind the counter as a huge head pokes through.

DEXTER JETTSTER
Obi-Wan!

OBI-WAN
Hey, Dex.

DEXTER JETTSTER
Take a seat! Be right with ya!

OBI-WAN sits in a booth.

HERMIONE BAGWA
You want a cup of ardees?

OBI-WAN
Thank you.

HERMIONE moves off as the door to the counter opens and DEXTER JETTSTER appears. He is big - bald and sweaty, old and alien. Not someone to tangle with. He arrives, beaming hugely.

DEXTER JETTSTER
Hey, ol' buddy!

OBI-WAN
Hey, Dex.

DEXTER eases himself into the seat opposite OBI-WAN. He can just make it. HERMIONE sets two mugs of steaming ardees in from of them.

DEXTER JETTSTER
So, my friend. What can I do for
ya?

OBI-WAN
You can tell me what this is.

OBI-WAN places the dart on the table between them. DEX'S eyes widen. He puts down his mug.

DEXTER JETTSTER
Well, whattaya know...

DEXTER picks up the dart delicately between his puffy fingers and peers at it.

DEXTER JETTSTER
(continuing)
I ain't seen one of these since I
was prospecting on Subterrel
beyond the Outer Rim!

OBI-WAN
Do you know where it came from?

DEXTER grins. He puts the dart down between them.

DEXTER JETTSTER
This baby belongs to them cloners.
What you got here is a Kamino
Kyberdart.

OBI-WAN
Kamino Kyberdart... I wonder why
it didn't show up in any analysis
archive.

DEXTER JETTSTER
It's these funny little cuts on
the side give it away...
Those analysis droids you've got
over there only focus on symbols,
you know. I should think you Jedi
would have more respect for the
difference between knowledge and
wisdom.

OBI-WAN
Well, Dex, if droids could think, we
wouldn't be here, would we?
(laughing)
Kamino... doesn't sound familiar.
Is it part of the Republic?

DEXTER JETTSTER
No, it's beyond the Outer Rim.
I'd say about twelve parsecs
outside the Rishi Maze, toward the
south. It should be easy to find,
even for those droids in your
archive to find. Those Kaminoans
keep to themselves. They're
cloners. Damned good ones, too.

OBI-WAN then picks up the dart, holding it midway between them.

OBI-WAN
Cloners? Are they friendly?

DEXTER JETTSTER
It depends.

OBI-WAN
On what, Dex?

Dexter grins.

DEXTER JETTSTER
On how good your manners are...
and how big your pocketbook is...

EXT. NABOO SPACEPORT - DAY
The Starfreighter lands in the giant port city of Theed.

PADME, ANAKIN and ARTOO are among the EMIGRANTS streaming from the Starfreighter and into the vast docking area. They exit onto the main plaza.

EXT. NABOO PALACE, GRAND COURTYARD (NABOO) - AFTERNOON
The speeder bus pulls up and stops. PADME, ANAKIN, and ARTOO get out. The great courtyard stretches out before them, and they see the rose-colored dome of the palace on the far side. ARTOO WHISTLES. They pick up their gear and start to cross the courtyard. ARTOO trundles behind them.

ANAKIN
If I grew up here, I don't think
I'd ever leave.

PADM�
(laughing)
I doubt that.

ANAKIN
No, really. When I started my
training, I was very homesick and
very lonely. This city and my Mom
were the only pleasant things I
had to think about... The problem
was, the more I thought about my
Mom, the worse I felt. But I
would feel better if I thought
about the palace - the way it
shimmers in the sunlight - the way
the air always smells of flowers...

PADM�
...and the soft sound of the
distant waterfalls. The first
time I saw the Capital, I was very
young... I'd never seen a
waterfall before. I though they
were so beautiful... I never
dreamed one day I'd live in the
palace.

ANAKIN
Well, tell me, did you dream of
power and politics when you were
a little girl?

PADM�
(laughing)
No! That was the last thing I
thought of. My dream was to help
in the "Refugee Relief Movement."
I never thought of running for
elected office. But the more
history I studied, the more I
realised how much good politicians
could do. So when I was eight, I
joined the "Apprentice
Legislators", then later on became
a Senatorial advisor, with such a
passion that, before I knew it, I
was elected Queen. Partly because
I scored so high on my education
certificate, but for the most part
it was my conviction that reform
was possible. I wasn't the
youngest Queen ever elected, but
now that I think back on it, I'm
not sure I was old enough. I'm not
sure I was ready.

ANAKIN
The people you served thought you
did a good job. I heard they
tried to amend the Constitution so
you could stay in office.

PADM�
Popular rule is not democracy,
Annie. It gives the people what
they want, not what they need.
And, truthfully, I was relieved
when my two terms were up. So
were my parents. They worried
About me during the blockade and
couldn't wait for it all to be
over. Actually, I was hoping to
have a family by now... My
sisters have the most amazing,
wonderful kids... but when the
Queen asked me to serve as
Senator, I couldn't refuse her.

ANAKIN
I agree! I think the Republic
needs you... I'm glad you chose
to serve. I feel things are going
to happen in our generation that
will change the galaxy in profound
ways.

PADM�
I think so too.

ANAKIN and PADME walk toward the palace. ARTOO continues to follow.

INT. NABOO PALACE, THRONE ROOM - AFTERNOON
QUEN JAMILLIA is seated on the throne, flanked by SIO BIBBLE and a COUPLE OF ADVISORS. FOUR HANDMAIDENS stand close by, and GUARDS are at the doors.

QUEEN JAMILLIA
We've been worried about you.
(takes her hand)
I'm so glad you're safe, Padm�.

PADM�
Thank you, Your Highness. I only
Wish I could have served you
better by staying on Coruscant for
the vote.

SIO BIBBLE
Given the circumstances, Senator,
you know it was the only decision
Her Highness could have made.

QUEEN JAMILLIA
How many systems have joined Count
Dooku and the separatists?

PADM�
About two hundred. And more are
leaving the Republic every day.
If the Senate votes to create an
army, I'm sure it's going to push
us into a civil war.

SIO BIBBLE
It's unthinkable! There hasn't
been a full-scale war since the
formation of the Republic!

QUEEN JAMILLIA
Do you see any way, through
negotiations, to bring the
separatists back into the Republic?

PADM�
Not if they feel threatened. The
separatists don't have an army,
but if they are provoked, they
will move to defend themselves.
I'm sure of that. And with no time
or money to build an army, my
guess is they will turn to the
Commerce Guilds or the Trade
Federation for help.

QUEEN JAMILLIA
The armies of commerce! Why has
Nothing been done in the Senate
to restrain them?

PADM�
I'm afraid that, despite the
Chancellor's best efforts, there
are still many bureaucrats,
judges, and even Senators on the
payrolls of the Guilds.

SIO BIBBLE
It's outrageous! After all of
those hearings, and the four trials in
the Supreme Court, Nute Gunray is
still the Viceroy of the Trade
Federation. Do those money
mongers control everything?

QUEEN JAMILLIA
Remember, Counsellor, the courts
were able to reduce the
Federation's armies. That's a
move in the right
direction.

PADM�
There are rumours, Your Highness,
that the Federation Army was not
reduced as they were ordered.

ANAKIN
The Jedi have not been allowed to
investigate. It would be to be too
dangerous for the economy, we were
told.

QUEEN JAMILLIA
We must keep our faith in the
Republic. The day we stop
believing democracy can work is
the day we lose it.

PADM�
Let's pray that day never comes.

QUEEN JAMILLIA
In the meantime, we must consider
your own safety.

SIO BIBBLE signals. All the other ADVISORS and ATTENDANTS bow and leave the room.

SIO BIBBLE
(to Anakin)
What is your suggestion, Master
Jedi?

PADM�
Anakin's not a Jedi yet, Counsellor.
He's still a Padawan learner. I
was thinking...

ANAKIN
(nettled)
Hey, hold on a minute!

PADM�
Excuse me! I was thinking I would
stay in the Lake Country. There
are some places up there that are
very isolated.

ANAKIN
Excuse me?! I am in charge of
security here, M'Lady.

SIO BIBBLE and QUEEN JAMILLIA exchange a look. Something is going on here.

PADM�
Annie, my life is at risk, and
this is my home. I know it very
well... that is why we're here.
I think it would be wise for you
to take advantage of my knowledge
in this instance.

ANAKIN
(takes a deep breath)
Sorry, M'Lady.

SIO BIBBLE
(to Anakin, amused)
She is right. The Lake Country is
the most remote part of Naboo.
Not many people and a clear view
of the surrounding terrain.

QUEEN JAMILLIA
Perfect. It's settled then.

ANAKIN glares at PADME. Then QUEEN JAMILLIA gets up, and they all start to leave.

QUEEN JAMILLIA
(continued)
Padm�, I had an audience with your
father yesterday. I told him what
was happening. He hopes you will
visit your mother before you
leave... your family's very
worried about you.

PADME looks worred. They ALL exit down the main staircase.

EXT. JEDI TEMPLE - DAY
The main entrance at the base of the huge temple is bustling with activity. All sorts of JEDI are coming and going.

INT. JEDI TEMPLE, ARCHIVES LIBRARY - DAY
A bronze bust of Count Dooku, stands among a line of other busts of Jedi in the Archive Room. OBI-WAN stands in front it, studying the striking features of the chiselled face.

On the walls, lighted computer panels seem to stretch into infinity. Farther along the room in the background, FIVE JEDI are seated at tables, studying archival material.

After OBI-WAN studies the bust for a few moments before MADAME JOCASTA NU, the Jedi Archivist is standing next to him. She is an elderly, frail-looking human Jedi. Tough as old boots and smart as a whip.

JOCASTA NU
Did you call for assistance?

OBI-WAN
(distracted in thought)
Yes... yes, I did...

JOCASTA NU
He has a powerful face, doesn't
he? He was one of the most
brilliant Jedi I have had the
privilege of knowing.

OBI-WAN
I never understood why he quit.
Only twenty Jedi have ever left
the Order.

JOCASTA NU
(sighs)
The Lost Twenty... and Count Dooku
was the most recent and the most
painful. No one likes to talk
about it. His leaving was a great
loss to the Order.

OBI-WAN
What happened?

JOCASTA NU
Well, one might say, he was always
a bit out of step with the
decisions of the Council... much
like your old Master, Qui-Gon Jinn.

OBI-WAN
(surprised)
Really?

JOCASTA NU
Oh, yes. They were alike in many
ways. Very individual thinkers...
idealists...

JOCASTA NU stares at the bust

JOCASTA NU
(continuing
He was always striving to become
a more powerful Jedi. He wanted
to be the best. With a lightsaber,
in the old style of fencing, he
had no match. His knowledge of
the Force was... unique. In the
end, I think he left because he
lost faith in the Republic. He
believed that politics were
corrupt, and he felt the Jedi
betrayed themselves by serving the
politicians. He always had very
high expectations of government.
He disappeared for nine or ten
years, then he just showed up
recently as the head of the
separatist movement.

OBI-WAN
Interesting... I'm still not sure
I understand.

JOCASTA NU
Well, I'm sure you didn't call me
over here for a history lesson.
Are you having a problem, Master
Kenobi?

OBI-WAN
Yes, I'm trying to find a planet
system called Kamino. It doesn't
seem to show upon any of the
archive charts.

JOCASTA NU
Kamino? It's not a system I'M
familiar with... Let me see...

JOCASTA NU leans over OBI-WAN'S shoulder, looking at the screen.

JOCASTA NU
(continuing)
Are you sure you have the right
co-ordinates?

OBI-WAN
(nodding)
According to my information, it
should be in this quadrant
somewhere... just south of the
Rishi Maze.

JOCASTA NU taps the keyboard and frowns.

JOCASTA NU
No co-ordinates? It sounds like the
kind of directions you'd get from
a street tout... some old miner or
Furbog trader.

OBI-WAN
All three actually.

JOCASTA NU
Are you sure it exists?

OBI-WAN
Absolutely.

JOCASTA NU
Let me do a gravitational scan.

OBI-WAN and JOCASTA NU studt the star map hologram.

JOCASTA NU
There are some inconsistencies
here. Maybe the planet you're
looking for was destroyed.

OBI-WAN
Wouldn't that be on record?

JOCASTA NU
It ought to be. Unless it was very
recent.
(shakes her head)
I hate to say it, but it looks
like the system you're searching
for doesn't exist.

OBI-WAN
That's impossible... perhaps the
archives are incomplete.

JOCASTA NU
The archives are comprehensive and
totally secure, my young Jedi.
One thing you may be absolutely
sure of - if an item does not
appear in our records, it does not
exist!

OBI-WAN stares at her, then looks back at the map.

EXT. THEED, RESIDENTIAL AREA, SIDE STREET - AFTERNOON
PEOPLE are passing through the little street, OLD MEN are sunning themslves, WOMEN are gossipping, KIDS are playing. ANAKIN, PADME and ARTOO turn onto a side street. ANAKIN is back in his Jedi robes. PADME wear a beautiful simple dress. She stops, beaming.

PADME
There's my house!

PADME starts forward; ANAKIN hangs back.

PADME
(continuing)
What? Don't say you're shy!

ANAKIN
(untruthfully)
No, but I...

Suddenly, there are shouts from two little girils, RYOO (age 6) and POOJA (age 4). They come running toward PADME.

RYOO & POOJA
Aunt Padme!! Aunt Padme!!

PADME
Ryoo!! Pooja!!

PADME scoops up RYOO and POOJA and hugs them.

PADME
(continuing)
I'm so happy to see you! This is
Anakin. Anakin, this is Ryoo, and
this is Pooja.

ANAKIN and the GIRLS say hello shyly. Then:

RYOO & POOJA
Artoo!!!

As they see the droid, they hug him. ARTOO WHISTLES and BEEPS. PADME laughs. ANAKIN and PADME go on toward the house. The GIRLS stay and play with ARTOO.

INT. PADME'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON
SOLA, PADME'S beautiful older sister, comes in from the kitchen carrying a big bowl of food.

SOLA
(over her shoulder)
They're eating over at Jev
Narran's later, Mom. They just
had a snack. They'll be fine.

SOLA puts the bowl down on the table, where ANAKIN, PADME and RUWEE NABERRIE (Padme's father) are coming into the room.

PADME
Anakin, this is my sister, Sola.

SOLA
Hello, Anakin.

ANAKIN
Hello.

SOLA sits, as JOBAL NABERRIE (Padme's mother) comes in with a heaped bowl of steaming food.

JOBAL
You're just in time for dinner. I
hope you're hungry, Anakin.

ANAKIN
A little.

PADME
He's being polite, Mom. We're
starving.

RUWEE
(grinning)
You came to the right place at the
right time. Sit down, son.

EVERYONE sits and starts passing food.

JOBAL
(to Padme)
Honey, it's so good to see you
safe. We were so worried.

PADME gives JOBAL a dirty look. RUWEE smiles as he watches.

RUWEE
Dear...

JOBAL
I know, I know... but I had to say
it. Now it's done.

SOLA
Well, this is exciting! Do you
know, Anakin, you're the first
boyfriend my sister's ever brought
home?

PADME
(rolls her eyes)
Sola!! He isn't my boyfriend!
He's a Jedi assigned by the Senate
to protect me.

JOVAL
A bodyguard?! Oh, Padme! They
didn't tell us it was that serious!

PADME
It's not, Mom, I promise.
(glances at Jobal)
Anyway, Anakin's a friend. I've
known him for years. Remember
that little boy who was with the
Jedi during the blockade crisis?

They nod.

PADME
(continuing)
He grew up.

JOBAL
Honey, when are you going to
settle down? Haven't you had
enough of that life? I certainly
have!

PADME
Mom, I'm not in any danger.

RUWEE
(to Anakin)
Is she?

ANAKIN
...Yes... I'm afraid she is.

PADME
(quickly)
But not much.

EXT. PADME'S PARENTS' GARDEN - AFTERNOON
ANAKIN and RUWEE are walking.

RUWEE
Sometimes I wish I'd traveled
more... but I must say, I'm happy
here.

ANAKIN
Padme tells me you teach at the
university?

RUWEE
(nodding)
Yes, and before that, I was a
builder. I also worked for the
Refugee Relief Movement, when I
was very young.

INT. PADME'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON
PADME, SOLA and JOBAL are clearing the table.

SOLA
Why haven't you told us about him?

PADM�
What's there to talk about? He's
just a boy.

SOLA
A boy? Have you seen the way he
looks at you?

PADM�
Sola - stop it!

SOLA
It's obvious he has feelings for
you. Are you saying, little baby
sister, that you haven't noticed?

PADM�
I'm not your baby sister, Sola.
Anakin and I are friends... our
relationship is strictly
professional.
(to Jobal)
Mom, would you tell her to stop it?

SOLA
(laughing)
Well, maybe you haven't noticed
the way he looks at you. I think
you're afraid to.

PADM�
Cut it out.

JOBAL
Sola's just concerned... we all
are.

PADM�
Oh, Mom, you're impossible. What
I'm doing is important.

JOBAL
You've done your service, Padm�.
It's time you had a life of your
own. You're missing so much!

EXT. PADME'S PARENTS' GARDEN - AFTERNOON
ANAKIN and RUWEE are walking in the garden. RUWEE stops and faces ANAKIN directly.

RUWEE
Now tell me, son. How serious is
this thing? How much danger is my
daughter really in?

ANAKIN
There have been two attempts on
her life. Chances are there'll be
more. My Master is tracking down
the assassins. I'm sure he'll find
out who they are. This situation,
won't last long.

RUWEE
I don't want anything to happen to
her.

ANAKIN
I don't either.

INT. PADME'S PARENTS' HOUSE, PADME'S ROOM - AFTERNOON
PADME throws some things into a bag.

PADME
Don't worry, this won't take long.

ANAKIN
I just want to get there before
dark.

PADME goes on packing. ANAKIN looks around the room.

ANAKIN
(continuing)
You still live at home.

PADME
I move around so much, I've never
had a place of my own. Official
residences have no warmth. I feel
good here. I feel at home.

ANAKIN
I never had a real home. Home was
always where my Mom was.

ANAKIN picks up a framed hologram.

ANAKIN
(continuing)
Is this you?

The hologram shows Padme at age seven or eight surrounded by forty or fifty little green creatures. She is holding one in her arms. They are all smiling hugely.

PADME
That was when I went with the
Relief Group to Shadda-Bi-Boran.
Their sun was imploding, and the
planet was dying. I was helping
to relocate the children. See
that little one I'm holding? His
name was N'a-kee-tula, which means
sweethear. He was so full of
life,. All those kids were. I did
everything I could to save him,
but he died... they all did. They
were never able to adapt... to
live off their native planet.

ANAKIN picks up another hologram. It shows PADME at age ten or eleven. She is wearing official robes and standing between two robed legislators. Her expression is severe.

PADME
(continuing)
My first day as an Apprentice
Legislator. Notice the difference?

PADME pulls a face. ANAKIN grins. She continues packing. ANAKIN sets the two holograms down side by side - the beaming little girl, and the the stern, unsmiling adolescent.

INT. JEDI TEMPLE, MAIN HALLWAY - DAY
OBI-WAN walks through the main hallway to the training area.

INT. JEDI TEMPLE, TRAINING VERANDA - DAY
OBI-WAN comes out onto the veranda and stops, watching TWENTY or so FOUR-YEAR-OLDS doing training exercises, supervised by YODA. They wear helmets over their eyes and try to strike little TRAINING DROIDS with their miniature lightsabers. The DROIDS dance in front of them.

YODA
Don't think... feel... be as one
with the Force. Help you, it will.
(he sees Obi-Wan)
Younglings - enough! A visitor we
have. Welcome him.

The CHILDREN take off their helmets and turn off their lightsabers.

YODA
(continuing)
Master Obi-Wan Kenobi, meet the
mighty Bear Clan.

CHILDREN
Welcome, Master Obi-Wan!

OBI-WAN
I am sorry to disturb you, Master.

YODA
What help to you, can I be?

OBI-WAN
I�m looking for a planet described
to me by an old friend. I trust
him. But the system doesn�t show
up on the archive maps.

YODA
An interesting puzzle. Gather
round the map reader, younglings.
Master Obi-Wan has lost a planet.
Find it, we will try...

The map reader is a small shaft with a hollow opening at the top. The CCHILDREN gather around it. OBI-WAN takes out a little glass ball and places it into the bowl. The window shades close darkening the room and the reader lights up, projecting the star map hologram into the room. The CHILDREN laugh. Some of them reach up to try and touch the nebulae and stars. OBI-WAN walks into the display.

OBI-WAN
This is where it ought to be...
but it isn�t. Gravity is pulling
all the stars in this area inward
to this spot. There should be a
star here... but there isn�t.

YODA
Most interesting. Gravity�s
silhouette remains, but the star
and all its planets have
disappeared. How can this be?

There is a brief pause. Then a CHILD puts its hand up. YODA nods.

JEDI CHILD JACK
Because someone erased it from the
archive memory.

CHILDREN
That�s right! Yes! That�s what
happened! Someone erased it!

JEDI CHILD MAY
If the planet blew up, the gravity
would go away.

OBI-WAN stares; YODA chuckles.

YODA
Truly wonderful, the mind of a
child is. Uncluttered. To the
centre of the pull of gravity go,
and find your planet you will.

OBI-WAN
But Master Yoda who could have
erased information from the
archives? That�s impossible,
isn�t it?

YODA
(frowning)
Much harder to answer, that
question is.

EXT. NABOO LAKE RETREAT, WATER SPEEDER, LANDING PLATFORM - LATE AFTERNOON
A water speeder driven by PADDY ACCU, the retreat caretaker, skims across the lake away from the island landing platform where a chrome Naboo Starship rests. ANAKIN and PADME are sitting in the speeder as it skims away to where a lodge rises on a beautiful island in the middle of the lake.

EXT. NABOO LAKE RETREAT, LODGE, GARDEN TERRACEM LATE AFTERNOON
ANAKIN and PADME walk up the stairs from where the water speeder is parked onto a terrace overlooking a lovely garden. Behind them, PADDY ACCU supervises two serving girls, NANDI and TECKLA, as they carry the bags into the Lodge.

ANAKIN and PADME stop at the balustrade. PADME looks out across the garden to the shimmering lake and the mountains rising beyond. ANAKIN looks at her silently.

PADM�
When I was in Level Three, we used
to come here for school retreat.
See that island? We used to swim
there every day. I love the water.

ANAKIN
I do too. I guess it comes from
growing up on a desert planet.

PADME becomes aware that ANAKIN is looking at her.

PADM�
...We used to lie on the sand and
let the sun dry us... and try to
guess the names of the birds
singing.

ANAKIN
I don�t like sand. It�s coarse
and rough and irritating, and it
gets everywhere. Not like here.
Here everything�s soft... and
smooth...

He touches her arm. PADME has become receptive to the way he looks at her but is nervous.

PADM�
There was a very old man who lived
on the island. He used to make
glass out of sand - and vases and
necklaces out of the glass. They
were magical.

ANAKIN
(looks into her eyes)
Everything here is magical.

PADM�
You could look into the glass and
see the water. The way it ripples
and moves. It looked so real...
but it wasn�t.

ANAKIN
Sometimes, when you believe
something to be real, it becomes
real. Real enough, anyway...

They look into each other's eyes. He touches her chin.

PADM�
I used to think if you looked too
deeply into glass, you would
lose yourself.

ANAKIN
I think it's true...

ANAKIN kisses PADME. She doesn't resist. She comes to her senses and pulls away.

PADM�
I shouldn't have done that.

ANAKIN
I'm sorry. When I'm around you,
my mind is no longer my own.

PADM�
It's the situation... the stress...

He looks at her.

ANAKIN
...the view.

EXT. CORUSCANT, LANDING PLATFORM - LATE AFTERNOON
Obi-Wan's Starfighter is ready for takeoff. OBI-WAN and MACE WINDU stand beside it.

MACE WINDU
Be wary, this disturbance in the
Force is growing stronger.

OBI-WAN
I am concerned for my Padawan. He
is not ready to be on his own.

YODA
The Council is confident in this decision,
Obi-Wan.

MACE
He has exceptional skills. The
Council is confident in its
decision, Obi-Wan. If the
prophecy is true, he weill be the
one to bring balance to the Force.

OBI-WAN
But he still has much to learn.
And his abilities have made him...
well... arrogant. I realise now
what you and Master Yoda knew from
the beginning... the boy was too
old to start the training and...

OBI-WAN hesitates.

MACE WINDU
There's something else?

OBI-WAN
Master, he should not have been
given this assignment. I'm afraid
Anakin won't be able to protect
the Senator.

MACE WINDU
Why?

OBI-WAN
He has a... an emotional
connection with her. It's been
there since he was boy. Now
he's confused... distracted.

MACE-WINDU
Obi-Wan, you must have faith that
he will take the right path.

OBI-WAN climbs into the cockpit of the Starfighter.

OBI-WAN
Has Master Yoda gained any insight
into whether or not this war will
come about?

MACE WINDU
Probing the Dark Side is a
dangerous process. He could be in
seclusion for days... May the
force be with you.

INT. JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON
YODA sits with his eyes closed, meditating. Silence.

EXT. NABOO LAKE RETREAT, LOUNGE, LATE AFTERNOON
The setting sun touches the mountain peaks. The lake glows in the rose-tinted light. Floatinf lamps glean softly like jewels at the lodge.

INT. NABOO LAKE RETREAT, DINING ROOM - LATE AFTERNOON
NANDI place dessert in front of PADME. TECKLA does the same for ANAKIN. The dessert is some kind of fruit. PADME picks up her fork and goes to spear a piece, but it moves! She frowns and tries again -the fruit moves. She lokk up at ANAKIN. His eyes are on his plate.

PADME
You did that?

ANAKIN looks up - wide-eyed innocence.

ANAKIN
What?

PADME scowls at him. PADME jabs at the fruit - ANAKIN subtly moves his hand and it lifts up from the plate and hovers in front of her.

PADME
That! Now stop it!

PADME laughs. ANAKIN laughs. She reaches out for the fruit - it loops.

PADME
(continuing)
Anakin!!

ANAKIN moves his fingers. The fruit flies into his hand.

ANAKIN
I'm not really supposed to do
that... for fun, I mean. If
Master Obi-Wan were here, he'd be
very grumpy.

ANAKIN is pleased. He cuts the fruint into several pieces and sends one back to PADME. She bites it out of the air and laughs.

INT. NABOO LAKE RETREAT, LODGE, FIREPLACE ALCOVE - TWILIGHT
A fire blazes in the open hearth. PADME is sitting in front of it, gazing at the flames.

She looks up as ANAKIN arrives. She makes room for him. Brief pause.

ANAKIN
May I tell you something?

PADME
I don't know.

ANAKIN
Then how can I tell you?

PADME
Maybe you should use your Jedi
intuition.

ANAKIN
It doesn't work around you. My
mind is always a muddle... I can
only think of you.

PADME
Anakin, don't...

ANAKIN
From the moment I met you, all
those years ago, a day hasn't gone
by when I haven't thought of you.
And now that I'm close to you again,
I'm in agony. The closer I get to
you, the worse it gets. The
thought of not being with you
mskes my stomach turn over - my
mouth goes dry. I feel dizzy. I
can't breathe. I'm haunted by the
kiss you should never have given
me. My heart is beating, hoping
that kiss will not become a scar.
You are in my very soul,
tormenting me. What can I do? I
will do anything you ask...

Silence. The logs flame in the hearth.

ANAKIN
(continuing)
If you are suffering as much as I
am, tell me.

PADME
...I can't. We can't. It's just
not possible.

ANAKIN
Anything's possible. Padme,
please listen...

PADME
You listen. We live in a real
world. Come back to it. You're
studying to become a Jedi Knight.
I'm a Senator. If you follow your
thoughts through to conclusion,
they will take us to a place we
cannot go... regardless of the way
we feel about each other.

ANAKIN
Then you do feel something!
There's an extraordinary
connection between us. You can't
deny that.

PADME
Annie, it doesn't make any
difference. Jedi aren't allowed
to marry. You swore an oath,
remember? You'd be expelled from
the Order. I will not let you
give up your responsibilities...
your future, for me.

ANAKIN
I was destined to be a Jedi. I
don't think I could be anything
else. But you are asking me to be
rational. That is something I
know I cannot do. I wish I could
wish my feelings away... but I
can't.

PADME
I am not going to give into this.
I'm not going to throw my life
away. I have more important things
to do than fall in love.

There is silence as they stare at the fire. ANAKIN is thinking.

ANAKIN
It wouldn't have to be that way...
we could keep it a secret.

PADME
Then we'd be living a lie - one we
couldn't keep even if we wanted
to. Mt sister saw it. So did my
mother. I couldn't do that.
Could you, Anakin? Could you live
like that?

Silence for a moment.

ANAKIN
...No, you're right. It would
destroy us.

EXT. SPACE
It's just like the star map hologram, plus the storm-shrouded planet of Kamino, which is exactly where it ought to be. Obi-Wan's Starship flies OVER CAMERA and heads down toward the planet.

EXT. TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY
Heavy rans and hard-driving winds lash the platform as Obi-Wan's Starship approaches. The huge, ultra-modern city of Tipoca rests on great stilts that keep it above the pounding and ever-present waves that cover the surface of this watery world.

The Starfighter lands. OBI-WAN gets out and makes his way through the bowling wind toward a tower on the far side of the platform. A door slides open. A shaft of brilliant light pierces the swirling rain. OBI-WAN passes through it and goes inside.

INT. TIPOCA CITY, CORRIDOR ENTRANCE
A Brilliant white light. OBI-WAN pushes the soaking hood from his face.

TAUN WE
Welcome to Tipoca City, Master
Jedi.

OBI-WAN wipes the rain from his face and blinks in surprise at a tall, pasty-white alien named TAUN WE. He has large, almond shaped eyes.

TAUN WE
Everything is ready. The Prime
Minister expects you.

OBI-WAN
(warily)
I'm expected?

TAUN WE
Of course! He is anxious to see
you. After all these years, we
were beginning to think you
weren't coming. Now please, this
way!

OBI-WAN masks his surprise as they move away along the corridor.

Obi-Wan follows Taun We cautiously.

INT. TIPOCA CITY, PRIME MINISTER OFFICE - DAY
The door slides open. OBI-WAN and TAUN WE enter and cross to where LAMA SU rises, smiling, from behind his desk, which, like all the furniture on Kamino, seems made out of pure light.

TAUN WE
May I present Lama Su, Prime
Minister of Kamino... and this is
Master Jedi...

OBI-WAN
Obi-Wan Kenobi.

LAMA SU
Please...

LAMA SU indicates a chair. OBI-WAN sits. TAUN WE hovers. The room is bathed in brilliant white light. The whole place is ultra high-tech.

LAMA SU
I trust you are going to enjoy
your stay. We are most happy you
have arrived at the best part of
the season.

OBI-WAN
You make me feel most welcome.

LAMA SU
And now to business. You will be
delighted to hear we are on
schedule. Two hundred thousand
units are ready, with another
million well on the way.

OBI-WAN
(improvising)
That is... good news.

LAMA SU
Please tell your Master Sido-Dyas
that we have every confidence his
order will be met on time and in
full. He is well, I hope?

OBI-WAN
I'm sorry Master - ?

LAMA SU
Jedi Master Sifo-Dyas. He's still
a leading member of the Jedi
Council, is he not?

OBI-WAN
Oh, yes. Sido-Dyas.

LAMA SU
(rising)
You must be anxious to inspect the
units for yourself.

OBI-WAN
That's why I'm here.

EXT. NABOO, MOUNTAIN MEADOW - LATER AFTERNOON
PADME and ANAKIN are in the middle of an idyllic hilly meadow, its lush grasses sprinkled with flowers. At a distance, a herd of SHAAKS graze contentedly.

Beyond is the shimmering expanse of the lake. Several other lakes stretch to the horizon. The warm air is full of little floating puffballs. They sit on the grass, in a playful, coy mood, talking. PADME is picking flowers.

PADM�
I don't know...

ANAKIN
Sure you do... you just don't want
to tell me.

PADM�
Are you going to use one of your
Jedi mind tricks on me?

ANAKIN
They only work on the weak-minded.
You are anything but weak-minded.

PADM�
All right... his name was Palo.
I was twelve. We were both in the
Legislative Youth Program. He was
a few years older then I... very
cute... dark curly hair... dreamy
eyes.

ANAKIN
All right, I get the picture...
whatever happened to him?

PADM�
I went on to become a Queen. He
went on to become an artist.

ANAKIN
Maybe he was the smart one.

PADME
You really don't like politicians,
do you?

ANAKIN
I like two or three, but I'm not
really sure about one of them.
(smiling)
I don't think the system works.

PADME
How would you have it work?

ANAKIN
We need a system where the
politicians sit down and discuss
the problems, agree what's in the
best interests of all the people,
and then do it.

PADME
That is exactly what we do. The
trouble is that people don't
wlways agree. In fact, they
hardly ever do.

ANAKIN
Then they should be made to.

PADME
By whom? Who's going to make them?

ANAKIN
I don't know. Someone.

PADME
You?

ANAKIN
Of course not me.

PADME
But someone.

ANAKIN
Someone wise.

PADME
That sounds an awful lot like a
dictatorship to me.

A mischievious little grin creeps across his face.

ANAKIN
Well, if it works...

PADME stares at ANAKIN. He looks back at her, straight-faced, and can't hold a smile.

PADM�
You're making fun of me.

ANAKIN
(sarcastic)
On no, I'd be much too frightened
to tease a Senator.

PADM�
You're so bad!

PADME picks up a piece of fruit and throws it at him. He catches it. PADME throws two more pieces of fruit, and ANAKIN catches them.

ANAKIN
You're always so serious. Always
carrying the weight of the
universe on your shoulders.

ANAKIN then starts to juggle the fruit. PADME laughs and throws more fruit at him. He manages to juggle them too until there are too many, and he loses control and ducks, letting food fall on his head. They both laugh.

ANAKIN stands in front of a SHAAK, yelling at it and waving his arms. PADME starts laughing as ANAKIN runs in circles, chased by the SHAAK.

The SHAAK crosses in front of PADME. ANAKIN is riding it, facing the SHAAK'S tail. The SHAAK bucks, and ANAKIN falls off. PADME laughs even harder. ANAKIN lies still. PADME jumps uip and runs to where ANAKIN is face down in the grass. She turns him over. He is pulling a stupid face at her. She yelps in mock fury and takes a swing at him. He catches her arm. She struggles. They roll over in the grass. Suddenly, they become aware of the contact between them. They let go of each other quickly and sit up, looking away.

ANAKIN stands up and holds out his hand to her. She take it. He pulls her up. And now they are easy together, not self-conscious any more. PADME scrambles up onto the SHAAK behind ANAKIN. She puts her arms around his waist and leans against his back. ABAJUB digs his heels in. The SHAAK starts forward, and they ride away.

EXT. TIPOCA CITY, PARADE GROUND (RAINSTORM) - DAY
OBI-WAN, LAMA SU and TAUN WE come out onto a balcony. Below is a huge parade ground. The rain and wind are brutal. THOUSANDS OF STORMTROOPERS, faces covered by helmets, are marching and drilling in formations of several hundred.

LAMA SU
(beaming)
Magnificent, aren't they?

OBI-WAN nods slowly.

INT. TIPOCA CITY, CLONE CENTER, COMMINSSARY - DAY
LAMA SU conducts OBI-WAN through a large eating area. TAUN WE follows as they walk by HUNDREDS OF CLONES who look exactly alike, all about twenty years old, dressed in black. They are seated at tables, eating.

LAMA SU
We modified their genetic
structure to make them less
independent than the original
host. As a result they are
totally obedient, taking any order
without question.

OBI-WAM
Who was the original host?

LAMA SU
A bounty hunter called Jango Fett.
We felt a Jedi would be the
perfect choice, but Sido-Dyas hand-
picked Jango Fett himself.

OBI-WAN
Where is this bounty hunter now?

LAMA SU
Oh, we keep him here. After a few
hundred thousand clones, the
genetic pattern starts to fade, so
we take a fresh supply. He lives
here, but he's free to come and go
as he pleases.

INT. TIPOCA CITY, CLONE CENTER, BARRACKS - DAY
The tour continues through a long corridor folled with narrow, transparent tubes into which CLONES are climbing. Once in the tube, the CLONE goes to sleep.

LAMA SU
Apart from his pay, which is
considerable, Fett demanded only
one thing - an unaltered clone for
himself. Curious isn't it?

OBI-WAN
Unaltered?

LAMA SU
Pure genetic replication. No
tampering with the structure to
make it more docile... and no
growth acceleration...

OBI-WAN
I would like to meet this Jango
Fett.

TAUN WE
I would be most happy to arrange
it, for you.

TAUN WE bows, and leaves.

INT. TIPOCA CITY, CLONE CENTER, CLASSROOM - DAY
The tour continues through a classroom filled with IDENTICAL YOUNG BOY CLONES.

OBI-WAN
You mentioned growth
acceleration...

LAMA SU
Oh yes, it's essential.
Otherwise, a mature clone would
take a lifetime to grow. Now, we
can do it in half the time. Those
items you saw on the parade ground
were started ten years ago, when
Sido-dyas first placed the order,
and they're already mature...

OBI-WAN looks at the BOY CLONES.

OBI-WAN
And these?

LAMA SU
About five years ago.

INT. TIPOCA CITY, CLONE CENTER, HATCHERY - DAY
They enter a space filled with great racks of glass spheres, which are filled with fluid in which EMBRYOS are suspended.

LAMA SU
They're immensely superior to
droids, capable of independent
thought and action.

OBI-WAN
Very impressive.

LAMA SU
I'd hoped you would be pleased.

OBI-WAN gazes at the nearest embryos.

OBI-WAN
(carefully)
Tell me, prime minister, when my
Master Sido-dyas first contacted
you, did he say the order was
for... himself... or?

LAMA SU
Himself? Of course not. This
army is for the Republic?

OBI-WAN
(astonished)
The Repubic?

LAMA SU
We are also very much agasint this
Count Dooku and his seccessionist
movement. We are proud to be of
help to the Republic.

INT. TIPOCA CITY, APARTMENT - LATE DAY
TAUN WE shows OBI-WAN into his room.

TAUN WE
I have arranged for you to meet
Jango Fett in the morning. Sleep
well.

TAUN WE goes. The door slides closed behind him. OBI-WAN looks around, then moves swiftly to check the room over. Finally, satisfied, he takes out his comlink.

OBI-WAN
Arfour, Arfour...

EXT. TIPOCA CITY LANDING PLATFORM, JEDI FIGHTER, (RAINSTORM) - LATE DAY
The R4 D17, Obi-Wan's Astro-Droid, who is sitting on top of Obi-Wan's Starfighter, switches on and BEEPS.

INT. TIPOCA CITY, APARTMENT - LATE DAY
OBI-WAN hears ARFOUR BEEP through his comlink.

OBI-WAN
Arfour, relay this, "scramble code
five," to Courscant: care of "the
old folks home."

EXT. TIPOCA CITY LANDING PLATFORM, JEDI FIGHTER, (RAINSTORM) - LATE DAY
ARFOUR BEEPS and WHISTLES. The panels light up inside the cockpit, as the message is transmitted.

EXT. JEDI TEMPLE, LIVINF QUARTERS - EARLY EVENING
YODA and MACE WINDU listen as a hologram of OBI-WAN stands between them broadcasting the massage. The singnal is very weak, the image fades in and out.

OBI-WAN (V.O.)
...I've never heard of a Jedi
called Sido-Dyas, have you, Master?

MACE WINDU
No. Whoever placed that order was
not a Jedi, I can assure you.

OBI-WAN (V.O.)
I have a strong feeling that this
bounty hunter is the assassin
we're looking for.

YODA
Who he is working for... discover
that, you must.

OBI-WAN (V.O.)
I will, Master, and I will also
find out more about this clone
army... May The Force...

The hologram switches off, and OBI-WAN fades away.

WINDU
A clone army! Ordered by someone
in the Senate perhaps... Someone's
out to start a war.

YODA
Inform the chancellor of this, we
must.

WINDU
Who do you think this impostor
Sido-Dyas, could be?

YODA stares back at MACE WINDU, then slowly shakes his head.

EXT. NABOO LAKE RETREAT - NIGHT
The silent lodge. The triple moons of Naboo reflected in the tranquil waters of the lake.

INT. NABOO LAKE RETREAT, ANAKIN'S BEDROOM - NIGHT
ANAKIN moves restlessly in his sleep. He mutters to himself. Sweat
forms on his forehead. He turns violently. He cries out.

ANAKIN
No...No...No...Mom!...Don't,
no, don't!

EXT. NABOO LAKE RETREAT, LODGE, BALCONY OVERLOOKING GARDENS - MORNING
ANAKIN is on the balcony overlooking the gardens. After a moment, PAMDE comes onto the balcony behind him. She sees he is meditating and turns to go.

ANAKIN
(eyes closed)
Don't go.

PAMDE
I don't want to disturb you.

ANAKIN
Your presence is soothing.

Brief pause.

PADME
You had a nightmare again last
night.

ANAKIN
Jedi don't have nightmares.

PADME
I heard you.

ANAKIN'S opens his eyes and looks at her.

ANAKIN
I saw my mother. I saw her as
clearly as I see you now. She's
suffering, Padme. She is in
pain...They're killing her!
(getting up)
I know I'm disobeying my mandate
to protect you, Senator. I know I
will be punished and possibly
thrown out of the Jedi Order, but
I must go. I have to help her!
I'm sorry, Padme. I don't have a
choice.

PADME
Annie, I told you I wouldn't let
you give up your future for me.
I'll go with you. That way you
can continue to protect me, and
you won't be disobeying your
mandate.

ANAKIN
What about Master Obi-wan?

PADME smiles and takes his hand.

PADME
I guess we won't tell him, will we?

EXT. NABOO LAKE, FLOATING LANDING PLATFORM - DAY
ANAKIN and PADME step onto the landing platform from the water speeder. They enter the Naboo Starship. ARTOO BEEPS, and follows them on board. The ramp retracts.

PADDY ACCU drives the water speeder away from the platform as Anakin's Starship takes off.

EXT. TIPOCA CITY (RAINSTORM) - DAY
Rain lashes the city. Below, mightly waves pound the stilts, breaking almost to the height of the platforms.

INT. TIPOCA CITY, CORRIDOR - DAY
TAUN WE conducts OBI-WAN to the door of Jango Fett's apartment. TAUN WE waves his hand, and a muted bell RINGS.

As they wait, OBI-WAN notes the door lock entry mechanism. Then the door opens, and a ten-year-old boy, BOBA FETT, looks at them. He is identical to the boys in the classroom.

TAUN WE
Boba, is your father here?

There is a brief pause, then BOBA FETT nods.

TAUN WE
(continuing)
May we see him?

BOBA FETT
Sure.

Another brief pause, then BOBA FETT steps aside, and TAUN WE and OBI-WAN go through.

INT. TIPOCA CITY, FETT APARTMENT - DAY
OBI-WAN, TAUN WE, and BOBA FETT enter the apartment. OBI-WAN looks around the room.

BOBA FETT
Dad! Taun We's here!

JANGO FETT comes in from the bedroom. He wears a jumpsuit. He is unshaven and mean looking, his face pitted with scars of old wounds. There are a couple of weird tattoos on his muscular forearms. He eyes OBI-WAN with suspicion.

TAUN WE
Welcome back, Jango. Was your
trip productive?

JANGO FETT
Fairly.

OBI-WAN and JANGO FETT size each other up. BOBA FETT studies both of them.

TAUN WE
This is Jedi Master, Obi-Wan
Kenobi. He's come to check on our
progress.

JANGO FETT
That right?

JANGO FETT'S eyes fix OBI-WAN coldly.

OBI-WAN
Your clones are very impressive.
You must be very proud.

JANGO FETT
I'm just a simple man, trying to
make my way in the universe,
Master Jedi.

OBI-WAN
Aren't we all?

OBI-WAN eyes the half-open bedroom door, through which a couple of pieces of body armour can be seen on the floor. JANGO FETT registers OBI-WAN'S look. He moves in front of him, blocking the view.

OBI-WAN
(continuing)
Ever made your way as far into the
interior as Coruscant?

JANGO
Once or twice.

OBI-WAN
Recently?

JANGO
(eyes Obi-Wan carefully)
Possibly...

OBI-WAN
Then you must know Master Sido-
Dyas?

JANGO
Boba, close the door.

BOBA FETT moves to close the bedroom door. JANGO FETT smiles thinly at OBI-WAN.

JANGO
(continuing)
Master who?

OBI-WAN
Sido-Dyas. Isn�t he the Jedi who
hired you for this job?

JANGO
Never heard of him. I was
recuited by a man called Darth
Tyranus on one of the moons of
Bogden.

OBI-WAN
No? I thought...

TAUN WE
Sido-Dyas told us to expect him.
And he showed up just when your
Jedi Master said he would. We
have kept the Jedi�s involvement
a secret until your arrival, just
as your Master requested.

OBI-WAN
Curious...

JANGO
Do you like your army?

OBI-WAN
It seems to me it's your army -
being that they are all clones of
you.

JANGO
(grinning)
They'll do their job well, I'll
guarantee that.

OBI-WAN
I look forward to seeing them in
action. Thank you for your time,
Jango.

JANGO
Always a pleasure to meet a Jedi.

OBI-WAN and TAUN WE go out. The door slides closed. JANGO FETT turns to his son. He is deep in thought.

BOBA
What is it, Dad?

EXT. SPACE
The Naboo Starship heads toward the desert planet of Tatooine.

EXT. TATOOINE, MOS ESPA STREETS AND WATTO'S SHIP - DAY
The Naboo Starship lands in a large parking lot of Spaceships on the outskirts of Mos Espa. ANAKIN and PADME ride a rickshaw through the streets. ANAKIN stares at sights he hasn't seen for years. Finally, they come to Wattos' shop, and the rickshaw stops.

ANAKIN
(to the droid driver)
Wait, please.

ANAKIN and PADME get down. Sitting on a stool in front of the shop is WATTO. He is using a small electronic screwdriver on a fiddly DROID. THREE PIT DROIDS are chattering away and are trying to help him, but they seem only to make him madder.

WATTO
(yelling, in Huttese)
No, not that one - that one!

ANAKIN
(arriving)
Excuse me, Watto.

WATTO
(in Huttese)
What?

ANAKIN
(in Huttese)
I said excuse me.

WATTO turns to the chattering PIT DROIDS.

WATTO
(in Huttese)
Shut down.

The PIT DROIDS snap into their storage position.

WATTO
(continuing, in Huttese)
What? I don't know you... What can
I do for you? You look like a
Jedi. Whatever it is... I didn't
do it.

WATTO drops the screwdriver and curses loudly in Huttese

ANAKIN
Let me help you with that.

ANAKIN takes the fiddly piece of equipment and starts to play with it. WATTO blinks in surprise.

ANAKIN
(continuing)
I'm looking for Shmi Skywalker.

WATTO looks at him suspiciously. He stares at PADME, then back to ANAKIN.

WATTO
Annie?? Little Annie?? Naaaah!!

Suddenly, the fiddly piece of equipment in Anakin's hands WHIRS into life. WATTO blinks at it.

WATTO
(continuing; in English)
You are Annie! It is you! You
little womp rat.

WATTO gives ANAKIN a big hug.

WATTO
(continuing)
You sure sprouted Weehoo! A
Jedi! Waddya know? Hey, maybe
you couldda help wit some
daedbeats who owe...

ANAKIN
My mother...

WATTO
Oh, yeah. Shmi... she's not mine
no more. I sold her.

ANAKIN
Sold her...

WATTO
Years ago. Sorry, Anne, but you
know, business is business.
Sold her to a moisture farmer
named Lars. Least I think it was
Lars. Believe it or not, I heard
he freed her and married her. Can
ya beat that?

ANAKIN
Do you know where they are?

WATTO
Long way from here... someplace
over on the other side of Mos
Eisley, I think...

ANAKIN
I'd like to know.

ANAKIN'S grim look means business; WATTO gets the hint quickly.

WATTO
Yeah... sure... absolutely. Let's
go look in my records.

ANAKIN and WATTO go into the shop.

EXT. TIPOCA CITY (RAINSTORM) - DAY
The waves crash against the water city as the storm continues. Light suddenlyt streams from the base of a landing platform as a door slides open.

INT. TIPOCA CITY, CORRIDOR - DAY
OBI-WAN stands with LAMA SU and TAUN WE just inside the open door.

LAMA SU
Tell your Council the first
battalions are ready. And remind
them that if they need more
troops, we will need time to grow
them.

OBI-WAN
I won't forget.

EXT. TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY
OBI-WAN comes out from the tower into the driving ran. The door closes behind him. He pulls his robe around him and stands braced against the gale.

Below, a huge wave crashes against the stilts. Spray flies high and whips across the platform where OBI-WAN is standing. He walks over to his Starfighter, looks to see if anyone is watching, then turns and goes back to the door. It slides open.

INT. TIPOCA CITY, CORRIDOR - DAY
OBI-WAN enters cautiously from outside. Ahead, the corridor is deserted. He moves down it.

INT. TIPOCA CITY, FETT APARTMENT - DAY
OBI-WAN walks in to find the room in complete disorder. The bedroom door is wide open - clear signs of hurried departure. All of the Fetts' personal belongings are gone.

OBI-WAN goes to an ultra-thin computer screen. He punches up AN ONSCREEN PICTURE of JANGO FETT and BOBA FETT unhitching the lines securing their ship to the landing platform. JANGO FETT is wearing his armour and rocket pack. BOBA FETT climbs aboard the small Fighter.

EXT. TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY
JANGO FETT picks up a case and swings it up to BOBA FETT, who stows it inside the ship. JANGO FETT picks up another case and is about to swing it, when:

BOBA FETT
Dad!!

JANGO FETT turns to see OBI-WAN charging out of the tower toward him. As he runs, OBI-WAN draws his lightsaber from his belt. It flashes on.

JANGO FETT draws his gun and fires at the charging JEDI. OBI-WAN deflects the blast and swings at JANGO FETT.

The bounty hunter rockets up and over OBI-WAN, landing behind him. He fires a thin wire from his wrist pack, trying to entangle the Jedi.

JANGO FETT fire several Kamino Kyber Darts from his elbow launcher. OBI-WAN deflects them back at JANGO FETT, but they strike harmlessly against the bounty hunter's armour.

IN THE COCKPIT of Jango Fett's ship, BOBA FETT grabs the controls of a laser gun and swings it to aim at OBI-WAN.

OUTSIDE, in the driving rain, OBI-WAN and JANGO FETT circle each other, sizing each other up - feinting.

IN THE COCKPIT, each time BOBA FETT is ready to fire, JANGO FETT blocks his view of OBI-WAN.

OUTSIDE, OBI-WAN makes a sudden attack, swinging at JANGO FETT, who deflects the blows. One slices off a piece of the bounty hunter's shoulder plate. JANGO FETT rockets into the air and hovers above OBI-WAN. The Jedi spins as:

IN THE COCKPIT, BOBA FETT fires.

OUTSIDE, the laser shell streaks past OBI-WAN to strike the edge of the tower. JANGO FETT fires down at OBI-WAN. The Jedi deflects the shots back, but JANGO FETT evades them. Then he swoops down, swinging around OBI-WAN. As he shoots past, he kicks the lightsaber out of the Jedi's hand.

The lightsaber skids across the wet surface of the landing platform. OBI-WAN dives after it. JANGO FETT zooms in front of him and grabs the lightsaber. OBI-WAN punches it out of his hand.

IN THE COCKPIT, BOBA FETT watches as:

OUTSIDE, OBI-WAN and JANGO FETT grapple and fight, punching, kicking, grabbing hold, and throwing each other around. OBI-WAN grabs JANGO FETT tightly, and JANGO FETT rockets up into the air and kicks OBI-WAN loose. OBI-WAN crashes to the deck and slides toward the edge. He grapples desperately for a handhold on the slick surface.

JANGO FETT rockets down to kick at him. OBI-WAN hauls himself up. JANGO FETT zooms to the far side of the platform.

OBI-WAN uses Jedi powers to pull part of the structure loose. It hits JANGO FETT, who loses his balance, teetering on the edge. OBI-WAN charges acress, dives, and grabs hold of JANGO FETT just as he falls over the edge.

Locked together, OBI-WAN and JANGO FETT plummet down toward the raging ocean. At the last moment, JANGO FETT fires a cable out of his backpack that shoots upward and locks onto a metal strut on the underside of the platform. OBI-WAN and JANGO FETT swing and CRASH onto one of the stilts.

OBI-WAN is knocked clear and drops onto a SMALL SERVICE PLATFORM just above the waves. He hauls himself to his feet. JANGO FETT hovers in mid-air opposite him, as a HUGE WAVE crashes over OBI-WAN. When it subsides, the Jedi has disappeared.

JANGO FETT rockets up to the landing platform, where he drops down beside his ship. He clambers inside the cockpit and settles into the pilot's seat. He punches buttons. The engines ROAR.

OUTSIDE, Jango Fett's ship lifts off from the platform and heads up into the lowering sky. It disappears. Lightning flashes. Rain lashes the tower and streams across the surface of the platform, to where:

A HAND suddenlt clutches at the very edge of the platform. A moment later, ANOTHER HAND grabs hold.

EXT. TATOOINE, BLUFF OVERLOOKING HOMESTEAD - LATE DAY
The Naboo Starship descends, hovers, and land on a bluff. ANAKIN and PADME get out. They look down from the edge of the bluff to where the homestead is seen on the desert floor below.

PADME
Stay with the ship, Artoo.

ARTOO WHISTLES as ANAKIN and PADME start down the trail toward the homestead.

EXT. TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - LATE DAY
C-3PO is working outside the homestead. He still lacks an outer covering; his inner parts and wiring show. He looks up as ANAKIN and PADME arrive,

C-3PO
Good evening. May I help you?

ANAKIN
Threepio?

C-3PO
Oh, my... oh, my! Master
Anakin! My goodness, I can hardly
believe it! And this must be Miss
Padme.

PADME
Hello, Threepio.

ANAKIN
I've come to see my mother.

C-3PO
Oh, dear! I'm so terribly sorry,
Master Annie.

PADME
Threepio, what's happened?

C-3PO
I think we'd better go inside.

EXT. TATOOINE, HOMESTEAD, COURTYARD - LATE DAY
ANAKIN, PADME and THREEPIO arrive in the courtyard. THREEPIO shuffles ahead.

C-3PO
Master Lars - Master Owen!
Somebody to see you!

OWEN LARS and BERU WHITESUN come out into the courtyard.

ANAKIN
I'm Anakin Skywalker. I'm here
looking for my mother.

OWEN
Owen Lars... I guess I'm your
step-brother.
(they shake hands)
This is my girlfriend, Beru.

BERU
Hello.

PADME
I'm Padme.

OWEN
I had a feeling you might show up
some day.

ANAKIN
Is my mother here?

CLIEGG
No, she's not.

CLIEGG LARS swings from the house on a small floating chair. One of his legs is heavily bandaged; the other is missing. He balances awkwardly and puts out a hand.

CLIEGG
(continuing)
Cliegg Lars. Shmi is my wife...
Come on inside. We have a lot to
talk about.

INT. TATOOINE, HOMESTEAD, KITCHEN - LATE DAY
BERU puts several steaming cups of ardees on a tray and exits the kitchen...

CLIEGG (O.S.)
It was just before dawn. They
came out of nowhere. A hunting
party of Tusekn Raiders.

INT. TATOOINE, HOMESTEAD, DINING AREA - LATE DAY
CLIEGG, OWEN, PADME and ANAKIN sit around the table, BERU brings the drinks from the kitchen.

CLIEGG
Your mother had gone out early,
like she always did, to pick
mushrooms that grow on the
vaporatos. From the tracks, she
was about halfway when they
took her. Those Tuskens walk like
men, but they're vicious, mindless
monsters. Thirty of us went out
after her. Four of us came back.
Three more are still out there
looking. I'd be with them,
only... I just couldn't ride any
more... until I heal.

CLIEGG grimaces, easing his throbbing leg.

CLIEGG
(continuing)
This isn't the way I wanted to
meet you, son. This isn't how
your mother and I planned it. I
don't want to give up on her, but
she's been gone a month. There's
little hope she's lasted this long.

Silence. Then ANAKIN stands up.

OWEN
Where are you going?

ANAKIN
To find my mother.

PADME
No, Annie!

CLIEGG
She's daed, son. Accept it.

ANAKIN
I can feel her pain, and I will
find her. I know she's alive.

ANAKIN turns abruptly.

EXT. TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY
ANAKIN stands looking across the desert. PADME comes running out of the homestead after him, followed by OWEN. ANAKIN turns to PADME.

ANAKIN
You are going to have to stay
here. These are good people,
Padme. You'll be safe.

OWEN
Take my speeder bike.

PADME
Anakin...

PADME hugs him. ANAKIN walks over to Owen's speeder bike, which is standing close by.

ANAKIN
I trust you'll watch over her,
Owen.

OWEN
Don't worry.

ANAKIN swings onto the bike. The engine fires.

ANAKIN
I won't be long.

ANAKIN takes off across the desert. PADME watches him go.

EXT. SPACE, GEONOSIS
The red planet of Geonosis is circled by a large asteroid field that form rings. Jango Fett's ship appears, heading toward it.

INT. COCKPIT, FETT SHIP, SPACE, GEONOSIS
JANGO FETT grins at BOBA FETT.

JANGO FETT
Nearly there, son.

JANGO FETT guides he ship around the asteroids. Suddenly:

BOBA FETT
Dad, look!!

On the view screen, Obi-Wan's ship appears, chasing after them. JANGO FETT grabs the controls. They are thrown around as the ship plummets to try to lose OBI-WAN.

JANGO FETT
Hang on!

The ship goes into a power-climb. A GREAT SPACE DDOGFIGHT ensues between OBI-WAN and JANGO FETT.

EXT. SPACE, GEONOSIS
The ships flip, roll, and turn at incredible speed, didging, weaving and firing. They tumble from near misses. Hits fly off Obi-Wan's fighter as one of Jango's missiles gets through.

Finally, it seems as if OBI-WAN is getting the upper hand. JANGO FETT breaks off the fight and dives sharply. He maneuvers deftly between two huge asteroids.

In JANGO FETT'S COCKPIT, BOBA FETT flinches as asteroids pass very close by.

BOBA FETT
Dad! Watch out!

JANGO FETT
Stay calm, son. We'll be fine.
That Jedi won't be able to follow
us through this.

But Obi-Wan ship dives into the asteroid belt after them.

IN OBI-WAN'S COCKPIT, his skill is pushed to the limit as he throws the ship from side to side, avoiding great rocks. Then a huge asteroid tumbles across his path. There seem no way he can avoid it. OBI-WAN fires a couple of aerial torpedoes. They streak toward the asteroid.

IN JANGO'S COCKPIT, they see the huge explosion as Obi-Wan's ship appears to smash into the asteroid.

BOBA FETT
Got him! Yeahhhhh!

JANGO FETT
We won't see him again.

BOBA FETT laughs. Jango Fett's ship emerges from the asteroid belt and heads down toward the planet of Geonosis.

EXT. TATOOINE, DESERT, JAWA CAMP - SUNSET
ANAKIN stands in the middle of a crowd of JAWAS. He asks them from directions. The JAWAS confer exicitedly, then the CHIEF JAWA points in a particular direction. ANAKIN gets on the bike and speeds off to where the JAWA pointed.

EXT. TATOOINE, DUNE SEA, CAMPFIRE - TWILIGHT
ANAKIN rides over a large dune toward a small flickering light in the distance.

He rides up and stops the bike in front of a campfire. There are bodies of THREE DEAD FARMERS lying beside the campfire. TWO EOPIES are thethered nearby, along with a burned and smoking speeder.

EXT. TATOOINE, LANDSCAPE (FULL MOON) - NIGHT
THREE DIFFERENT SHOTS. ANAKIN rids the speeder bike through three exotic landscapes. In one shot, he stops and looks down at some tracks. Then he starts up his speeder and rides off.

EXT. TATOOINE, DESERT, HOMESTEAD (FULL MOON) - NIGHT
The lights of the vaporators blink in the night sky. Somewhere close by, a night animal HOWLS.

EXT. TATOOINE, HOMESTEAD, COURTYARD (FULL MOON) - NIGHT
PADME is pacing the courtyard restlessly. She stops, listening to the animal HOWLING nearby. She shivers slightly, then turns and goes into the garage at the side of the courtyard.

INT. TATOOINE, HOMESTEAD - GARAGE (FULL MOON) - NIGHT
PADME stands looking at a speeder parked in the garage. Short silence. Then:

C-3PO
Please don't leave us, Miss Padme.
These people need your help.

THREEPIO is parked in a corner.

PADME
I'm not leaving, Threepio. I just
can't sleep.

C-3PO
That's something I cannot relate
to. As a Protocol Droid, I'm
either active or inactive.
There's no in-between.

PADME
I guess you're lucky.

C-3PO
Do you really think so..? I
suppose I shouldn't expect...

PADME
You're not happy here?

C-3PO
Oh, I'm not unhappy... and my
masters here ar so kind I
wouldn't wish to trouuble them,
it's just... being like this...
well, it's embarrassing.

PADME
Being like what?

C-3PO
Naked. If you pardon the
expression. You see, when Master
Annie made me, he never quite
found the time to give me any
outer covering. It's so
humiliating. How would you like it
if you had to go around with all
your circuits showing?

PADME
I guess I wouldn't like it at all.

C-3PO
Of course you wouldn't. Nobody
would. It's simply not protocol.

PADME looks thoughtfully at a pile of spare parts and bits of metal and tools.

PADME
Maybe we can do something about it.

C-3PO
I don't think so. Only Master
Annie...

PADME
Why not? They seem to have a box
of old coverings here.

C-3PO
Oh? How observant of you, Miss
Padme. Of course, I'm just not
mechanically minded... if you see
what I mean.

PADME picks up a piece of metal and holds it against him.

PADME
Let's see, if we put this...
here...

C-3PO
Ooooh! That's tickles.

PADME
You'll have to be quiet, Threepio.
Hold still, please.

EXT. SPACE, GEONOSIS RINGS
A huge chunk of rock tumbles slowly through the asteroid bely. CAMERA CLOSES, to discover Obi-Wan's Starship hidden in a blasted-out area on the pitted back side of the great rock.

INT. COCKPIT, JEDI FIGHTER, SPACE, GEONOSIS RINGS
OBI-WAN looks out toward Geonosis and sees in the distance a large fleet of Trade Federation Ships hidden among the asteroids. He starts the engines of his fighter.

Obi-Wan's Fighter moves out from the back side of the asteroid and heads away from the asteroid field, descending toward Geonosis.

EXT. GEONOSIS, LANDING AREA - NIGHT
Obi-Wan's ship skims across the top of a small mesa along the edge of a rocky ridge. He maneuvers under a rock overhang and lands. He gets out of the Fighter and walks onto the mesa. The wind whips at him. He looks around.

Geonosis is a red rock planet, featureless apart from buttes and mesas, and occasional tall stalagmites that stand out dramatically on the arid plains.

The night is quiet, except for an occasional WEIRD CRY. OBI-WAN checks his bearings, then heads away.

EXT. GEONOSIS, ROCK FACE TRAIL - NIGHT
OBI-WAN climbs a steep, narrow trail. Suddenly, a CRY is heard close by. OBI-WAN stumbles slightly. His foot slips on the edge, sending a stream of peblles skittering into the darkness.

OBI-WAN listens. Silence. He draws his lightsaber but does not ignite it.

He sets off again and works his way around a narrow corner, to confront a crouching MASSIFF (a dog-sized lizard) with slavering fangs! The beast leaps at him, and OBI-WAN ignites his lightsaber as the MASSIFF knocks him on his back. Its jaws open wide. OBI-WAN stabs the creature, throws it off of him, and jumps up.

A SECOND MASSIFF jumps from behind. OBI-WAN swings around and cuts it in half. The MASSIFF flies over the cliff, HOWLING. It plummets to its death hundreds of feet below.

EXT. TATOOINE, CLIFF (FULL MOON) - NIGHT
ANAKIN pulls up near the edge of a cliff. He gets off the bike and creeps to the edge. He looks over to see a Tusken camp in the oasis below. One of the huts at the edge of the camp has TWO TUSKEN GUARDS outside it.

EXT. TATOOINE, TUSKEN RAIDER CAMP, OASIS (FULL MOON) - NIGHT
ANAKIN creeps through the camp, working his way from hut to hut, flattening himself against the wall,s overhearing snatches of Tusken conversation from inside, using the shadows to him him until he arrives at the hut with the TWO GUARDS. They are sitting a short distance from the door. ANAKIN wriggles around the black. He takes out his lightsaber and cuts into the base of the wall.

INT. TUSKEN RAIDER HUTT - NIGHT
The lightsaber completes the hole in the wall. ANAKIN wriggles in. He pulls himself to his feet. There are candles everywhere.

A shaft of moonlight from a hole in the roof pierces the gloom of the hut. By its light, ANAKIN sees SHMI, hanging from a wooden frame in the middle of the hut.

He cuts her free, takes her into his arms, and lowers her gently to the ground. Her eyes are closed. Her face is bloodied. She has been
terribly beaten. Anakin cradles her tenderly.

ANAKIN
Mom... Mom... Mom...

SHMI'S eyelids flutter - and barely open. They are caked with blood.

SHMI
Annie...? Is it you?

SHMI'S eyes focus slowly. ANAKIN gives a little choking gasp.

ANAKIN
I�m here, Mom. You�re safe. Hang
on. I�m going to get you out of
here...

SHMI
I�m so glad... to see you,
Annie... Now... I am complete...

ANAKIN
Just stay with me, Mom. I�m going
to make you well again.
Everything�s going to be fine.

SHMI
You look so handsome. My son...
my grown-up son. I�m so proud of
you, Annie... so proud... I missed
you so much... I love...

SHMI dies. ANAKIN draws her to his breast. There is silence for a moment. ANAKIN lifts his head, listening for a moment, then he sits on the floor of the Tusken hut, cradling his dead mother in his arms.

EXT. GEONOSIS, ROCK FACE TRAIL - NIGHT
OBI-WAN arrives at the head of the trail. Far below, a flat plain stretches into the distance. He stop, peering into the darkness, where strange shapes loom indistinctly.

OBI-WAN takes a pair of electronic binoculars from his belt and puts them to his eyes. He sees a cluster of great towers like fantastic stalagmites rise from the plain below.

SLOW PAN with the binoculars, and suddenly a line of Battle Starships come into view. OBI-WAN touches the viewfinder. Between fifty and a hundred Federation Starships in near rows. Some are on platforms that are carrying the Starships diwn to an underground facility. Other platforms are rising to the surface. They carry THOUSANDS of BATTLE DROIDS that step off and file into the waiting ships. A fully loaded Starship takes off. OBI-WAN swings the binoculars upward, to see more Federation Starships.

EXT. TATOOINE, TUSKEN RAIDER CAMP, OASIS - DAWN
The pale light grows. Thin tendrils of smoke rise slowly in the cold, clear air. Somewhere an dog BARKS. An OLD WOMAN comes out of one of the huts. She carries a pail. She swirls it and tosses the dirty water onto the ground.

As she goes back inside the hut, a TUSKEN CHILD runs past, dragging a stick in the sand. The CHILD runs through the line of huts, turns a corner, and stops suddenly, staring at the bodies of the TWO TUSKEN GUARDS. Between them, ANAKIN stands outside the hut door. His face is a grim mask. The CHILD stares, then there is a FLASH OF LIGHT as Anakin�s lightsaber switches on.

EXT. GEONOSIS, LANDING AREA - NIGHT
OBI-WAN comes running back to his ship and climbs into the cockpit. He settles into his seat. His ARFOUR DROID beeps a happy greeting. OBI-WAN switches on his comlink.

OBI-WAN
"Guiding light" to "old folks
home."

EXT. CORUSCANT, REPUBLIC EXECUTIVE BUILDING - DAY
LOW ANGLE. A line of reflecting pools with splashing fountains flanked by statues on each side leads to the main entrance to the awesome building.

INT. CORUSCANT, CHANCELLOR'S OFFICE
A hologram of OBI-WAN flickers in front of a group, made up of Jedi (YODA, MACE WINDU, and KI-ADI-MUNDI) and Senators (BAIL ORGANA, ASK AAK, LUMINARA, and JAR JAR). PALPATINE and MAS AMEDDA are in the middle of the group, watching with growing concern.

OBI-WAN
...Starships from the Trade
Federation and the Commerce Guilds
are taking deliveries of battle
droids from the foundries on
Geonosis.

BAIL ORGANA
That's outrageous! The treaty
forbids the Trade Federation from
building up an army. What are
they doing?!

OBI-WAN
The droid foundry seems to be
working at full capacity. I am
going to go down and investigate.
I will bring Jango Fett back home
for interrogation.

PALPATINE
Those Geonosian foundries are part
of the Techno Union. We will call
in their representatives and ask
them a few very pointed questions.

OBI-WAN
One more thing. Jango mentioned
he was recruited by someone named
Darth Tyranus. Any idea who that
might be?

YODA
With the forename Darth, a Sith he
must be.

MACE WINDU
Our missing apprentice. They are
playing their hand at last.

OBI-WAN
Do you believe he could be the
mysterious Sido-Dyas, who made the
deal for the clone army?

YODA
Perhaps too many pieces are missing
from this puzzle, there are.

MACE WINDU
Be careful, Obi-Wan. This
investigation is becoming less
than routine. Do you need help?

OBI-WAN
Let me see if I can figure out
what's going on first.

The hologram of OBI-WAN fades off. PALPATINE stares at the spot where the hologram was in disbelief.

BAIL ORGANA
The Commerce Guilds are preparing
for war... there can be no doubt
of that.

PALPATINE
Count Dooku must have made a
treaty with them.

MACE WINDU
We must stop them soon before
they're fully ready.

SENATOR ASK AAK
The debate is over, we need
that clone army now!

BAIL ORGANA
Unfortunately, the debate is not
over. The Senate will never be
able to approve the use of that
army before the separatists
attack.

Mas Amedda, who had been silent up until now suddenly speaks up.

MAS AMEDDA
This is a crisis! If the Senate
votes the Chancellor emergency
powers, he could approve the use
of the army in a minute.

PALPATINE
Please, please, I don't wish to
have emergency powers. That's too
extreme a solution. It's akin to
a dictatorship. We must rely on
the Jedi. Master Yoda, how many
are available to go to Geonosis?

MACE WINDU and YODA look at one another.

YODA
Two Hundred,... less or more.

BAIL ORGANA
With all due respect for the Jedi
Order, two hundred will be no
match for hundreds of thousands of
battle droids.

MACE WINDU
Patience. We should wait for Obi-
Wan to report back. We don't know
that Count Dooku has made a treaty
with the Corporate Alliance, it's
speculation.

SENATOR ASK AAK
But we must prepare for the worst.
I'm going to propose a motion
granting emergency powers to the
Chancellor at the next session. We
must not wait!

PALPATINE
Out of the question, Senator! You
and I are too closely aligned.
The issue will become partisan and
debates will begin. The proposal
must come from a neutral source.

MAS AMEDDA
If only Senator Amidala were here.

JAR JAR steps forward from the back of the group.

JAR JAR
Supreme Chancellor... my august
colleagues, I would be proud to
propose the motion in question.
This is a grave situation, and I'm
sure Senator Amidala, and the
Queen of Naboo would agree.

SENATOR ASK AAK
Thank you, Representative Binks.

Silence. Then PALPATINE sighs deeply.

PALPATINE
If called upon, I will serve. But
it will be the saddest day of my
life.

EXT. TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - DAY
All is quiet. BERU comes out of the house. She goes to a moisture line and starts to draw water.

INT. TATOOINE, HOMESTEAD, GARAGE - DAY
PADME fixes the last piece of covering onto THREEPIO.

PADME
There!

PADME stands back. OWEN is with her. They look at THREEPIO. He isn't the golden figure we know because PADME has had to use whatever stuff she could findin the garage. He is multi-coloured in several textures, but he is complete.

C-3PO
Um. How do I look?

OWEN
Great! You look perfect.

C-3PO
Perfect? Oh, Miss Padme, I'm so
happy!
(extending his hand to shake hers)
Oh, pardon me.

THREEPIO drops his hand and bows formally.

THREEPIO
(continuing)
Thank you.

He forgets formality and hugs her. PADME hugs him back, laughing.

C-3PO
(continuing)
Thank you! Thank you! Thank you!

OWEN
(grinning)
Well, Padme, I think he should be
yours from now on... I know that
is what my Mom would want.

C-3PO
Oh, my!

Then suddenly, from outside:

BERU (V.O.)
Come topside, everybody! He's
back! He's back!





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INT. TATOOINE, HOMESTEAD, GARAGE - DAY
A rough hologram of OBI-WAN is projected onto the garage by ARTOO. ANAKIN, PADME and THREEPIO watch the flickering image.

OBI-WAN
...Alliance have pledged their
armies to Count Dooku and are
forming an... Wait!... ah...
attack... I don't... make it...
aaaggghhh!

The hologram cuts off. ANAKIN jumps up, agitated.

ANAKIN
I'm going after him!

PADME
I thought the first thing he said
was to retransmit his message to
Coruscant.

ANAKIN
Yeah, you're right, you're right.

EXT. TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY
ANAKIN, PADME, ARTOO and THREEPIO leave the homestead, waving to CLIEGG, OWEN and BERU as they go into the desert.

INT. COCKPIT, NABOO STARSHIP - SUNSET
ANAKIN sits down in the cockpit with PADME. THREEPIO is behind them. ARTOO is beside him. They are watching a hologram of MACE WINDU.

MACE WINDU
We will deal with Count Dooku. The
most important thing for you,
Anakin, is to stay where you are.
Protect the Senator at all costs.
That is your priority.

ANAKIN
Understood, Master.

The hologram switches off. PADME is looking at the readout on the ship's control panel.

PADME
They'll never get there in time to
save him. They have to come half
way across the galaxy. Look,
Geonosis is less than a parsec away.

PADME starts to hit buttons and flick switches. ANAKIN puts a hand over hers, stopping her. She stares at him.

ANAKIN
If he's still alive.

PADME
Annie, are you just going to sit
here and let him die?? He's your
friend... your mentor...

ANAKIN
...He's like my father, but you
heard Master Windu. He gave me
strict orders to stay here.

PADME
He gave you strict orders to
protect me...

PADME pulls her hand free and flicks more switches. The engines fire.

PADME
(continuing)
...and I'm going to save Obi-Wan.
So if you plan to protect me, you
will have to come along.

ANAKIN grins and takes the controls.

EXT. TATOOINE, BLUFF OVERLOOKING HOMESTEAD - SUNSET
The Naboo Starship rises from the bluff and zooms away.

EXT. CORUSCANT, JEDI TEMPLE - DAY
TWO HUNDRED JEDI KNIGHTS are assembling outside the huge center of the Jedi Order.

INT. CORUSCANT, JEDI TEMPLE, COUNCIL CHAMBER - DAY
The JEDI COUNCIL are assembled as MACE WINDU makes his plea.

MACE WINDU
The longer we wait, the stronger
Dooku's armies become. We cannot
wait for the Senate to make up its
mind about granting the Chancellor
emergency powers, in order to be
able to use that clone army... We
have the authority to go now. We
must go now.

All of the JEDI COUNCIL nod their approval.

YODA
Agreed, Master Windu. Two hundred
Jedi send. Enough, let's hope
they are.

INT. CORUSCANT, MAIN SENATE CHAMBER - DAY
Inside the great rotunda, the UPROAR is even louder. Opposing SENATOES yell furiously at one another.

MAS AMEDDA
Order! Order!!

Finally, the uproar dies.

PALPATINE
In the regrettable absence of
Senator Amidala, the chair
recognises Senior
Representative of Naboo, Jar Jar
Binks.

Amid the conflicting storm of CHEERS AND BOOS, JAR JAR, with TWO GUNGAN AIDES, floats on his pod to the middle of the vast space. He looks at PALPATINE nervously. PALPATINE nods. JAR JAR clears his throat.

JAR JAR
Senators, dellow felagates...

Laughter. Jeers. JAR JAR blushes.

MAS AMEDDA
Order! The Senate will accord the
Representative the courtesy of a
hearing!

Comparative quiet. JAR JAR grips the edge of the podium.

JAR JAR
In response to the direct threat
to the Republic from the
Confederacy of Independent
Systems, I propose that the Senate
gives immediate emergency powers to
the Supreme Chancellor.

Uproar. JAR JAR looks a little sheepish.

JAR JAR
(continuing)
Who can deny these are exceptional
times? Exceptional times demand
exceptional measures!
Exceptional measures demand
exceptional men!

ORN FREE TAA
We won't support a dictator.

SHOUTS of agreement.

JAR JAR
That is the sentiment every one of
us agrees with! And when the
shadow of war has dispersed and
the bright day of liberty has
dawned once again, the power we now
give to the Supreme Chancellor
will be gladly, and swiftly
returned. Out ancient liberties
will be restored to us, burnished
even more brightly than before!

Brief silence, then a rolling wave of APPLAUSE. JAR JAR beams and bows.

PALPATINE rises.

PALPATINE
It is with great reluctance that
I have agreed to this calling. I
love democracy... I love the
Republic. The fact that this
crisis is demanding I be given
absolute power to tule over you is
evident. But I am mild by nature
and have no desire to destroy
the democratic process. The power you
give me I will lay down when this
crisis has abated, I promise you.
And all I ask in return is when my
current term of office is over,
you allow me to reture and live
out my life in peace.

MAS AMEDDA
We shall proceed to the vote. All
those in favor of granting
emergency powers to the Supreme
Chancellor, signal ate at this
time... those opposed?

EXT. SPACE
The Naboo Starship heads toward the rings of Geonosis.

EXT. GEONOSIS, LANDING AREA
The Naboo Starship lands.

INT. COCKPIT, NAOO STARFIGHTER - DAY
ANAKIN switches off the engines. ARTOO and THREEPIO are in the navigation area of the cockpit. PADME is in the co-pilot's seat. She gets up.

ANAKIN
Hey, where are you going?

PADME
To find Obi-Wan.

ANAKIN gets up and goes over to her.

ANAKIN
No! You're not!

He grabs her arm.

PADME
Let go of me!

ANAKIN
I'm not letting you go out there.
It's too dangerous.

PADM�
What?!?

ANAKIN
It's my job to protect you. I said
it's too dangerous. You're not
going, and that's final!

PADM�
Don't you give me orders, Annie!
I'm a Senator of the Galactic
Republic. You have no authority
to contain me, restrain me, or
direct me! You remember your
place, young man.
(standing up)
Now you can come along and protect
me or stay here. It's up to you.

PADME storms out of the cockpit of the Naboo Starfighter. ANAKIN stands scratching his head, then follows.

ARTOO BEEPS and WHISTLES.

C-3PO
Yes, it is, Artoo. Most
confusing. One moment they're
generating a pleasant mutual
attraction and the next, waves of
violent hostility. Even though
I'm programmed to understand them,
I doubt if I ever shall.

ARTOO WHISTLES a plaintive sigh.

INT. GEONOSIS, CORRIDORS - DAY
ANAKIN and PADME enter the stalagmite city. They stop, looking around in wonder at the emptiness.

PADME
(in a low voice)
It's empty!

They start forward. As they pass, the surface of the pillars seems to pulse slowly and move. High above WINGED CREATURES grow from the pillars and detach themselves.

INT. GEONOSIS, CENTRAL SQUARE - DAY
ANAKIN and PADME cross the square, reaching the middle. They stop suddenly as FOUR GEONOSIANS grabs them. ANAKIN reaches for his lightsaber.

PADME
Wait!

TWENTY WINGED GEONOSIANS carrying weapons alight on the flagstones in front of them.

The GEONOSIANS part, and COUNT DOOKU appears. He bows courteously.

COUNT DOOKU
Senator Amidala, I've heard so
much about you.

PADM�
Count Dooku, I assume.

COUNT DOOKU
I'm delighted to meet you at
last. We have a great deal to
discuss, Senator. I hope you can
keep your young Jedi under control.

PADM�
Don't worry he's housebroken.

INT. CONFERENCE ROOM (GEONOSIS) - DAY
COUNT DOOKU sits at a large conference table with PADME on the far
side. ANAKIN stands behind her with FOUR GEONOSIANS GUARDS standing behind him. JANGO FETT stands behind COUNT DOOKU, and SIX GEONOSIAN GUARDS stand behind him.

PADM�
You are holding a Jedi Knight, Obi-
Wan Kenobi. I am formally
requesting you turn him over to
me, now.

DOOKU
He has been convicted of
espionage, Senator, and will be
executed. In just a few hours, I
believe.

COUNT DOOKU smiles.

PADM�
He is an officer of the Republic.
You can't do that.

DOOKU
We don't recognise the Republic
here, Senator. But if Naboo were
to join our Alliance, I could
easily hear your plea for clemency.

ANAKIN grabs his lightsaber but doesn't turn it on.

PADM�
And if I don't join your
rebellion, I assume this Jedi with
me will also die?

DOOKU
I don't wish to make you to join
our cause against your will,
Senator, but you are a rational,
honest representative of your
people and I assume you want to do
what's in their best interest.
Aren't you fed up with the
corruption, the bureaucrats, the
hypocrisy of it all?.. Aren't
you? Be honest, Senator.

PADM�
The ideals are still alive, Count,
even if the institution is failing.

DOOKU
You believe in the same ideals we
believe in! The same ideals we
are striving to make prominent.

PADM�
If what you say is true, you
should stay in the Republic and
help Chancellor Palpatine put
things right.

DOOKU
The Chancellor means well, M'Lady
but he is incompetent. He has
promised to cut the bureaucracy,
but the bureaucrats are stronger
than ever, no? Senator, the
Republic cannot be fixed. It is
time to start over. The
democratic process in the Republic
is a sham, a shell game played
on the voters. It will not be long
before the cult of greed, called
the Republic, will lose even the
pretext of democracy and freedom.

PADM�
I cannot believe that. I will not
forsake all I have honoured and
worked for and betray the
Republic. I know of your treaties
with the Trade Federation, the
Commerce Guilds, and the others,
Count. What is happening here is
not government that has been
bought out by business... it's
business becoming government!

DOOKU
Are you willing to betray your Jedi
friends? Without your co-operation
I can do nothing to stop their
execution.

PADM�
What is to happen to me? Am I to be
executed also?

DOOKU
I wouldn't think of such an
offence. But, there are
individuals who have a strong
interest in your demise, M'lady.
It has nothing to do with
politics, I'm afraid. It's purely
personal, and they have already
paid great sums to have you
assassinated. I'm sure they will
push hard to have you included in
the executions. I'm sorry but if
you are not going to co-operate, I
must turn you over to the
Geonosians for justice. I've done
all I can for you.

JANGO FETT moves over to ANAKIN.

JANGO FETT
I'll take that weapon.

ANAKIN hesitates.

DOOKU
You may cause a lot of bloodshed,
my young Jedi, but you will not
escape.

PADM�
Anakin...

ANAKIN hands his lightsaber over to JANGO FETT.

INT. GEONOSIS, HIGH AUDIENCE CHAMBER - DAY
ANAKIN and PADME are standing in the centre of what looks like a courtroom. Seated before them in a tall, boxed-off area is POGGLE THE LESSER, Archduke of Geonosis. He is accompanied by his underling, SUN RIT. Off to one side the Separatist Senators PO NUDU, TESSEK, and TOONBUCK TOORA. Next to them are the Commerce Dignitaries, SHU MAI, NUTE GUNRAY, PASSEL ARGENTE, WAT TAMBOR and SAN HILL of the Intergalactic Bank Clan. Along the wall about a HUNDRED GEONOSIANS wait for a verdict.

SUN RIT
You have been charged and found
guilty of Espionage.

POGGLE
Do you have anything to say before
your sentence is carried out?

PADM�
You are committing an act of war,
Archduke. I hope you are prepared
for the consequences.

POGGLE laughs. COUNT DOOKU simply smiles.

POGGLE
We build weapons, Senator... that
is our business! Of course we're
prepared!

NUTE GUNRAY
Get on with it. Carry out the
sentence. I want to see her suffer.

POGGLE
Your other Jedi friend is waiting
for you, Senator. Take them to
the arena!

FOUR GUARDS take hold of PADME and ANAKIN. They are escorted out of the chamber to the sounds of chuckling.

INT. GEONOSIS TUNNEL TO EXECUTION ARENA - DAY
In the gloomy tunnel, ANAKIN and PADME are tossed into an open cart. The murmur of a vast crowd is heard offscreen. GUARDS extend their arms along the framework and tie them so that they stand facing each other.

The DRIVER gets up onto his seat.

ANAKIN
Don't be afraid.

PADM�
I'm not afraid to die. I've been
dying a little bit each day since
you came back into my life.

ANAKIN
What are you talking about?

PADM�
I love you.

ANAKIN
You love me?! I thought we
decided not to fall in love. That
we would be forced to live a lie.
That it would destroy our lives...

PADM�
I think our lives are about to be
destroyed anyway. My love for you
is a puzzle, Annie, for which I
have no answers. I can't control
it... and now I don't care. I
truly, deeply love you, and before
we die I want you to know.

PADME leans toward ANAKIN. By straining hard, it is just possible for
their lips to meet. They kiss.

ANAKIN
I have no desire to be cured of
this love either. Long or short,
I vow to spend the rest of my life
with you.

They kiss again.

The DRIVER cracks his whip over the ORRAY harnessed between the shafts. The cart jerks forward. Suddenly, there isa HUGE ROAR and blinding sunlight as they emerge into the arena

INT. GEONOSIS, EXECUTION ARENA - DAY
The great stadium is packed with tier upon tier of yelling GEONOSIANS. The cart trundles to the center, where OBI-WAN is chained to one of four upright posts thatare three feet in diameter. The cart stops. PADME and ANAKIN are taken down, dragged to posts, and chained to them. PADME is in the center.

OBI-WAN
I was beginning to wonder if you
had gotten my message.

ANAKIN
I retransmitted it as you
requested, Master. Then we decided
to come and rescue you.

OBI-WAN
It looks like you're going a good
job so far.

Their arms are pulled high above their heads, and the cart drives away. There is another ROAR as POGGLE THE LESSER, COUNT DOOKU, NUTE GUNRAY, THE FETTS and DIGNITARIES arrive in the archducal box and take their places.

SUN RIT
The felons before you have been
convicted of espionage against the
Sovereign System of Geonosis.
Their sentence of death is to be
carried out in this public arena
henceforth.

The crowd ROARS and CHEERS. In the box, POGGLE THE LESSER rises. The crowd becomes quiet.

POGGLE
Let the executions begin!

The crowd goes wild.

ANAKIN
I have a bad feeling about this.

From different gates around the arena, THREE MONSTERS are driven in. One is a REEK (bull-like), one is a NEXU (lion-like), and one is an ACKLAY (a kind of dino-lobster). They are driven in by PICADORS carrying long spears and riding ORRAYS. The PICADORS poke the MONSTERS toward the center, then retire to the perimeter.

The MONSTERS toss their heads, looking around, ROARING or SCREECHING. Then they catch sight of the THREE CAPTIVES and start moving toward them.

OBI-WAN
Take the one the left. I'll
take the one on the right.

ANAKIN
What about Padme?

PADME has turned around and is pulling herself up by the chain to the top of the post. Within a moment, she is standing on top of it, trying to pull the chain free.

OBI-WAN
It looks like she's already on top
of things.

The REEK charges ANAKIN. He jumps up, and the beast hits the post hard. ANAKIN lands onto its back, wrapping part of his chain around its horn. The REEK backs off, shaking its head angrily, which tears the chain from the post

OBI-WAN ducks around the post as the ACKLAY charges. It knocks the post flat, sending OBI-WAN sprawling. The ACKLAY crunches the post between its claws, freeing the chain. OBI-WAN leaps up and runs towards ONE of the PICADORS. The ACKLAY taks off after him.

The NEXU arrives at PADME'S post and rears on its hind legs. One top, PADME struggles to tear the chain free. The NEXU ROARS, displaying wicked, dripping fangs.

In the archducal box, NUTE GUNRAY beams and rubs his hands.

In the arena, OBI-WAN runs at the PICADOR. The ORRAY rears up. OBI-WAN grabs the PICADOR'S long spear and pole vaults over him. The chasing ACKLAY smashes into the ORRAY. It goes down. The PICADOR tumbles onto the sand, where he is grabbed by the ACKLAY and crunched.

ANAKIN's REEK starts to buck. It charges around the arena with ANAKIN hanging on for dear life. He whirls the free length of chain around his head and casts it into the REEK's mouth. Its jaws clamp hard on the chain. ANAKIN yanks hard on the chain, turning the REEK, beginning to ride it.

The NEXU's claws dig deep into the post. The cat-like creature reaches the top of the post and takes a swipe at PADME. She turns and the claw barely catches her shirt ripping it off, leaving superficial claw marks across her back. She hits the creature with her chain and it backs off down the pole. Then, PADME jumps off the post into the air. She swings around on the chain and whacks the beast hard on the head with both her feet. It tumbles back onto the sand.

In the archducal box:

NUTE GUNRAY
Foul!! She can't do that... shoot
her or something!

In the arena, OBI-WAN runs out from behind the fallen ORRAY and throws the spear at the ACKLAY, hitting it in the neck. It lets out a terrible SCREECH and turns on him. The NEXU springs up and makes to leap up at PADME again. She finally manages to work the chain loose. ANAKIN comes charging up on the REEK.

ANAKIN
You okay?

PADME
(nods, gasping)
Sure! Well, sort of.

ANAKIN
Jump!!!

The NEXU springs. PADME leaps from the top of the post to land on the REEK in front of ANAKIN. He hauls her upright. The REEK charges away, around the arena. The NEXU bounds after it. The REEK passes the wounded ACKLAY. The NEXU smells the blood and turns aside to attack the ACKLAY. The TWO MONSTERS fight. The crowd GROANS and BOOS.

In the archducal box, NUTE GUNRAY turns angrily to COUNT DOOKU.

NUTE GUNRAY
This isn't how it's supposed to
be! Jango, finish her off.

COUNT DOOKU motions for the bounty hunter to ptay put. BOBA FETT is enjoying the spectacle.

COUNT DOOKU
(smiling enigmatically)
Patiece, Viceroy... she will die.
Maybe this is the way it's
supposed to end.

OBI-WAN runs and jumps on the back of the REEK behind ANAKIN. Across the arena, the NEXU, having chewed up the ACKLAY, starts to advance toward them.

INT. COCKPIT, NABOO STARSHIP - DAY
ARTOO BEEPS

C-3PO
Yes, it has been rather a long
time. Do you suppose something's
happened to them?

ARTOO BEEPS and WHISTLES.

C-3PO
(continuing)
Danger? Oh no, I shouldn't think
so. It looks a very dull planet
to me. They should be back
shortly. Just stop worrying, Artoo.

EXT. GEONOSIS, EXECUTION ARENA - DAY
In the archducal box, amid the uproar, COUNT DOOKU feels a tap on his shoulder. He turns to see MACE WINDU standing behind him. COUNT DOOKU masks his surprise elegantly as he surveys the arena and sees JEDI KNIGHTS standing at every entrance and exit.

COUNT DOOKU
Master Windu, how pleasant of you
to join us. You're just in time
for the moment of truth. I would
think these two new boys of yours
could use a little more training.

MACE WINDU
Sorry to disappoint you, Dooku.
This party's over.

MACE WINDU signals, and at stategic places around the arena there are sudden flashes of light as about ONE HUNDRED JEDI switch on their lightsabers. The crowd is suddenly silent. COUNT DOOKU'S lips curl in slight amusement.

COUNT DOOKU
(to Mace Windu)
Brave, but stupid, my old Jedi
friend. You're impossibly
outnumbered.

MACE WINDU
I don't think so. One Jedi has to
be worth a hundred Geonosians.

COUNT DOOKU looks around the great theater. His smile grows.

COUNT DOOKU
It wasn't the Geonosians I was
thinking about. How well do you
think one Jedi will hold up
against a thousand battle droids?

COUNT DOOKU signals. THOUSANDS OF DROIDS start to pour into all parts of the arena.

MACE WINDU draws his lightsaber, JANGO FETT draws his guns and fires at MACE WINDU, who deflects the shots. JANGO FETT and MACE WINDU jump into the arena, where they fight. BOBA FETT wacthes his Dad and the Jedi Master fight. The battle beginss. GEONOSIANS fly away everywhere. DROIDS fire at JEDI, who deflect the bolts and cult down the DROIDS. The GEONOSIAN TROOPS fire ray guns that are more difficult for the JEDI to deflect.

The REEK and the NEXU are spooked by the battle. The REEK bucks the riders off its back and stampedes around the arena, trampling DROIDS and JEDI that have moved into its path. PADME picks up a discarded pistol and joins the fight. SEVERAL JEDI run to the center of the arena and toss lightsabers to OBI-WAN and ANAKIN.

Among the crowd, JEDI cut down swaths of GEONOSIANS and DROIDS. On the sand, JEDI fight, attacking DROIDS. OBI0WAN and ANAKIN swing their lightsabers, cutting DROIDS in half. PADME blasts away at DROIDS and GEONOSIANS.

INT. COCKPIT, NABOO STARSHIP
ARTOO whistles.

C-3PO
I don't hear anything.
(Artoo beeps)
You're scaring me! Stop imagining
things!

EXT. GEONOSIS, EXECUTION ARENA - DAY
Among the tiers, JEDI are slowly being driven back. They have killed heaps of GEONOSIANS and have kncoked out piles of DROIDS, but sheer numbers are telling. Individual JEDI are being cut down or blasted/ The rest are retreating into the arena.

ANAKIN and PADME are back-to-back, fighting DROIDS and flying GEONOSIANS. MACE WINDU fights fiercely with JANGO FETT. Finally, the bounty hunter falls. His helmet goes flying, bouncing down the steps, tumbling and rolling, kicked here and there by random feet. The bounty hunter's body falls to the ground.

MACE WINDU runs to the center of the arena and fights back-to-back with OBI-WAN, as they swipe and mangle DROIDS.

OBI-WAN
Someone's got to - shut down -
these droids.

MACE WINDU
Don't worry! It's being - taken
care of!

EXT. GEONOSIS, FEDERATION STARSHIP - DAY
KI-ADI-MUNDI leads a raiding party of about TWENTY JEDI through the lines of parked Battle Starships. They cut a swath through masses of DROIDS until they arrive at the Command Starship. Some JEDI fall. The rest cut their way up the ramps and into the Command Ship.

INT. COMMAND FEDERATION STARSHIP, CORRIDORS - DAY
KI-ADI-MUNDI and teh surviving JEDI fight their way through the corridors of the Command Ship, deflecting laser bolts, slicing DROIDS.

INT. COMMAND FEDERATION STARSHIP, CONTROL BRIDGE - DAY
THEY burst onto the bridge and chop down the COMMAND DROIDS. The NEIMOIDIANS flee in all directions. KE-ADI-MUNDI leans over the control panel. He locates the illuminated master switch and punches down on it. It goes dark. Instantly, all the DROIDS on the Starship and all the DROIDS in the arena FREEZE!

There is a moment of stunned silence, then the JEDI CHEER. One the bridge, PLO KOON claps KI-ADI-MUNDI on the back.

PLO KOON
We've done it! Now we have a
chance!

Suddenly, there is a harsh BEEPING SOUND. All the DROIDS on the Starship and all the DROIDS in the arena start fighting again! KI-ADI-MUNDI stares in disbelief and dismay.

KI-ADI-MUNDI
The system's off but they're still
active. That's a new feature. They
are independent of the control
system.

EXT. GEONOSIS, EXECUTION ARENA - DAY
MACE WINDU, OBI-WAN, ANAKIN, PADME and an exhausted group of about TWENTY JEDI stand in the center of the arena surrounded by a ring of BATTLE DROIDS. The bloodied sand around them is strewn with the bodies of DEAD GEONOSIANS, SHATTERED DROIDS and JEDI.

At the foot of some steps, BOBA FETT finds his father's battered helmet. He picks it up.

KI-ADI-MUNDI and the SURVIVORS from the raiding party are herded into the arena by SUPERDROIDS. From the encircling tiers above, THOUSANDS OF BATTLE DROIDS level their weapons menacingly.

In the archducal box, COUNT DOOKU lifts his hand. The DROIDS lower their weapons. The COUNT calls out to the JEDI.

COUNT DOOKU
Master Windu!

Silence.

COUNT DOOKU
(continuing)
You have fought gallantly. Worthy
of recognition in the history
archives of the Jedi Order. Now
it is finished.
(pauses briefly)
Surrender - and your lives will be
spared.

MACE WINDU
We will not be hostages for you to
barter with Dooku.

COUNT DOOKU
Then, I'm sorry, old friend. You
will have to be destroyed.

The DROIDS raise their weapons. ANAKIN and PADME clasps hands tightly. COUNT DOOKU raises his hand to give the order to fire. PADME looks up suddenlt and whispers to ANAKIN.

PADME
Look!

Above, six Gunships are descending fast through the open area in the arena ceiling. They land in a cluster around the handful of JEDI. CLONE TROOPERS spill out and start firing at the DROIDS. There is a hellstorm of laserfire that bounces off the laser shields created by the Gunships. YODA appears at the door of one of the Gunships.

YODA
Come on - hurry! Hurry!

The SURVIVING JEDI dash to the Gunships and scramble in. MACE WINDU hangs on tight as the Gunship, firing all its weapons, rises out of the arena up and over the topmost rim.

EXT. GEONOSIS, TERRAIN OUTSIDE EXECUTION ARENA - DAY
The massed lines of parked Federation Starships and the DROIDS surrounding the arena, are themselves surrounded by thousands of Republic Starships, disgorging TENS OF THOUSANDS OF CLONE TROOPERS. Beyond, more Republic Starships are landing and spewing out troops.

INT. GUNSHIP NUMBER ONE - DAY
MACE WINDU stares at the incredible sight.

YODA
More battalions to the left.
Encircle them we must, then
divide.

The CLONE TROOPERS open fire with artillery. EXPLOSIONS wreck the parked Battle Starships. CLONE TROOPERS advance, firing at the massed DROIDS. FIGHTER DROIDS fly overhead, exchanging fire with the Gunships and JEDI fighters.

INT. COCKPIT, NABOO STARSHIP - DAY
THREEPIO and ARTOO see flashes outside of the ship, exploding everywhere.

C-3PO
I'm sure I heard something, this
time. Didn't you? It's probably
just a celebration

ARTOO lets out an EXHAUSTED BLEEP.

EXT. BATTLEFIELD, GEONOSIS LANDSCAPE - DAY
Gunship #2 skims the battlefield, firing down, deflecting answering fire from the droids.

INT. GUNSHIP NUMBER TWO - DAY
OBI-WAN, ANAKIN and PADME are at the open sides of the Gunship. CLONES fire down at the DROIDS below.

The Gunship slows, circling over a droid gun-emplacement. It blasts it, but suddenly the Gunship is rocked by a near miss. It lurches violently.

OBI-WAN
Hold on! Look over there...

Through the other side of the Gunship, they see a Geonosian Speeder racing past. In the open cockpit is the unmistakable figure of COUNT DOOKU.

ANAKIN
It's Dooku, go after him!

The PILOT starts to comply, but... there is a HUGE BLASTS, the ship lurches on its side, and PADME tumbles out.

ANAKIN
(continuing)
Padme!!!

ANAKIN stares down in horror as PADME hits thr ground below.

ANAKIN
(continuing; to pilot)
Put the ship down! Down!

OBI-WAN
No! Forget her. We have to go
after Dooku.

ANAKIN
No we're not!! Land this ship!

OBI-WAN
Don't let your personal feelings
get in the way. We've got a job to
do.

Below, PADME hauls herself to her feet and waves for them to go after DOOKU.

ANAKIN
I don't care!.. Go back.

OBI-WAN
Anakin! She's all right! Look.

ANAKIN stares out to see PADME rescued by CLONE TROOPERS.

OBI-WAN
(continuing)
Follow that speeder!

On the ground, PADME looks up at Gunship #2 as it speeds away after Count Dooku. OBI-WAN and ANAKIN follow the speeder to a Geonosian tower. The speeder decsends rapidly; the Gunship follows.

Count Dooku's speeder parks outside the tower; the Gunship parks next to it. OBI-WAN and ANAKIN leap down and run inside the tower.

INT. GEONOSIS, SECRET HANGER TOWER - LATE DAY
COUNT DOOKU throws switches on a control panel. His Interstellar Sail Ship is guarded by a SQUAD OF SUPER BATTLE DROIDS. The doors of the exit-port slide open.

DROID CAPTAIN
Your Excellency!

COUNT DOOKU turns as OBI-WAN and ANAKIN run in through the hanger doors. They draw their lightsabers. The DROIDS raise their weapons.

COUNT DOOKU
That won't be necessary, Captain.
Stand down. And leave them to me.

The DROIDS lower their weapons and back off to the walls. COUNT DOOKU looks at OBI-WAN and ANAKIN with slight amusement.

OBI-WAN
(to Anakin)
We move in together - you slowly
on the...

ANAKIN
I'm taking him now!

OBI-WAN
Anakin, no!

ANAKIN
You'll pay for all the Jedi you've
killed today, Dooku.

ANAKIN charges across the open space at COUNT DOOKU, who smiles faintly, watching him come. ANAKIN raises his lightsaber. At the last moment, COUNT DOOKU thrusts out an arm, and ANAKIN is lifted up, hurled across the room, and slammed into the opposite wall. He slumps to the foot of the wall, semi-conscious. COUNT DOOKU moves toward OBI-WAN

COUNT DOOKU
Kenobi, isn't it? As you can see,
my Jedi powers are far beyond
yours. Now, back down.

OBI-WAN
I don't think so.

OBI-WAN lifts his lightsaber. COUNT DOOKU smiles.

COUNT DOOKU
Ah, but if I must.

COUNT DOOKU draws his lightsaber. He and OBI-WAN start to circle each other.

COUNT DOOKU
(continuing)
I have spent the last ten years
learning to use the power of the
Dark Side. It gives me infinitely
greater power.

OBI-WAN
You will have to prove it.

OBI-WAN comes in fast, swinging at COUNT DOOKU'S head. DOOKU parries the cut easily. As they fight, it quickly becomes clear that DOOKU is the complete swordsman - elegant, graceful, classical - a master of the old style.

COUNT DOOKU
Grand Master Kenobi, you
disappoint me. Yoda holds you in
such high esteem.

COUNT DOOKU parried another cut.

COUNT DOOKU
(continuing)
Surely you can do better...?
(parries)
No, I'm surprised. Has Jedi
swordsmanship degenerated so
quickly, or are you trying to make
fun of me?
(cuts)
Which is it?

COUNT DOOKU thrusts. OBI-WAN steps back quickly, panting for breath.

COUNT DOOKU
(continuing)
come, come, Master Kenobi. Put me
out of my misery.

OBI-WAN takes a deep breath, gets a fresh grip on his lightsaber and comes in again. For a moment, he drives COUNT DOOKU back. Then Dooku's superior skill begins to tell again, and he forces OBI-WAN to retreat.

COUNT DOOKU increases the tempo of his attack. OBI-WAN is pushed to the limit to defend himself. DOOKU presses. His lightsaber flashes.

OBI-WAN is wounded in the shoulder, then the thigh. He stumbles back against the wall, trips, and falls. His lightsaber goes skittering across the floor.

COUNT DOOKU raises his lightsaber. OBI-WAN looks up helplessly. Dooku's lightsaber flashes down and CLASHES against - Anakin's lightsaber! COUNT DOOKU and ANAKIN stare eyeball to eyeball.

COUNT DOOKU
(continuing)
That's brave of you, boy - but
foolish. I would have thought
you'd have learnt your lesson.

ANAKIN
I'm a slow learner.

And ANAKIN charges at COUNT DOOKU. The force of his attack catches the Count slightly off balance. Anakin's lightsaber flashes. COUNT DOOKU draws back, putting a hand to his arm. He takes the hand away and looks at the smear of blood whee Anakin has nicked him.

COUNT DOOKU
You have unusual powers, young
Padawan. But not enought to save
you this time.

ANAKIN
Don't bet on it!

OBI-WAN
Anakin!

OBI-WAN uses the Force to catch his lightsaber and he tosses it to ANAKIN. With TWO LIGHTSABERS, ANAKIN attacks. COUNT DOOKU parries and ripostes. It is no contest. ANAKIN is driven back against the wall. He loses one lightsaber. Finally COUNT DOOKU, in one flashing move, sends Anakin's arm, cut at the elbow, flying still gripping his lightsaber. ANAKIN drops to the ground in agony. COUNT DOOKU draws himself up to deliver the coup de grace.

Suddenly, the great doors slide open. The DROIDS turn fast, raising their weapons. Through the thick smoke, emerges the heroic figure of YODA. He stops on the smoke-filled threashold, FOUR DROIDS lined up on either side of him, guns pointed.

Before the DROIDS can get off a shot, YODA raises his hand, and the DROIDS are flung against the far walls and crash to the floor in heaps of smoking metal.

Silence. COUNT DOOKU steps away from ANAKIN to face the Jedi Grand Master. His lightsaber whirls in a formal salute.

COUNT DOOKU
Master Yoda. At last we shall
know who is the most powerful.

YODA draws a miniature lightsaber out of his cane. He salutes formally.

YODA
Count Dooku. No interest in
contests, do I have.

COUNT DOOKU charges across the space at YODA. He rains down blows upon the tiny figure. YODA doesn't budge an inch. For the first part of the contest, he parries every cut and thrust that Dooku aims. Nothing the great swordsman tries gets through. His energy drains. His strokes become feebler, slower.

YODA attacks! He flies forward. COUNT DOOKU is forced to retreat. Wprds are insufficient to describe the range and skill of Yoda's speed and swordplay. His lightsaber his a humming blur of light.

Count Dooku's lightsaber is sent cartwheeling from his hand. He staggers back, gasping and spent, against the control panel. YODA jumps onto DOOKU'S shoulders, and is about to drive the lightsaber into the top of the Count's head.

YODA
(continuing)
The end for you, Count, this is.

COUNT DOOKU
...Not yet...

COUNT DOOKU raises his arms and knocks YODA off his shoulders and then, with all his might, he uses the Force to pull on one of the cranes in the hanger. It comes crashing down on OBI-WAN and ANAKIN. But in the blink of and eye, YODA is under the crane, holding it up, using the Force. YODA closes his eyes and concentrates.

ANAKIN is unconscious, and OBI0WAN tries toget out from under the crane. The fallen crane trembles and starts to life. Behind it, the sound of the Sail Ship's engines are heard starting up.

YODA concentrates harder. Slowly, the crane rises. The SOUND OF THE ENGINES increases. YODA exerts every scrap of his powers. The crane lifts clear of ANAKIN and is thrown to the ground. DOOKU'S Sail Ship takes off. OBI-WAN and ANAKIN struggle to the exhausted YODA, but it's too late. The Sail Ship rises into the air and flies away. PADM� and a CLONE CAPTAIN with about TEN TROOPERS appear in the doorway.

PADM�
Anakin!

PADM� runs too him and throws her arms around him. ANAKIN is barely able to stand up. The CLONE CAPTAIN marches up to YODA, stops, and salutes smartly.

CLONE CAPTAIN
Resistance is at an end, General.
What are your orders ?

YODA looks at him and sighs.

EXT. CORUSCANT, OLD TOWN - DAWN
COUNT DOOKU'S Interstellar Sail Ship glides through a deserted, burned-out part of Coruscant. COUNT DOOKU manoeuvres the ship into one of the empty buildings and lands.

INT. CORUSCANT, SECRET LANDING PLATFORM - DAWN
The ramp lowers. COUNT DOOKU emerges and walks to where the hooded figure of DARTH SIDIOUS stands waiting. COUNT DOOKU bows.

COUNT DOOKU
The Force is with us, my Master.

DARTH SIDIOUS
Welcome home, Lord Tyranus. You have
done well.

COUNT DOOKU
I bring you good news, my Lord.
The war has begun.

DARTH SIDIOUS
Excellent.
(smiling)
Everything is going as planned.

EXT. CORUSCANT, JEDI TEMPLE - SUNSET
The beautiful temple basks in the red glow of the setting sun.

INT. JEDI TEMPLE, COUNCIL CHAMBER - SUNSET

MACE WINDU
`Where is your apprentice?

OBI-WAN
On his way back to Naboo. He is
escorting Senator Amidala home.

They are standing, looking out through the tall windows at the great plaza below. YODA sits in his chair.

OBI-WAN
(continuing)
I must admit without the clones,
it would not have been a victory.

YODA
Victory? Victory, you say?

OBI-WAN turns and looks at the sad little Jedi sitting in the Council Chamber. Apart from KI-ADI-MUNDI and PLO KOON, who is wounded, the Chamber is empty.

YODA
(continuing)
Not victory, a defeat, it was...
Master Obi-Wan. Begun, the Clone
War has!

EXT. NABOO LAKE RETREAT, LODGE, GARDEN - LATE DAY
In a rose-covered arbor overlooking the sparkling late, ANAKIN and PADME stand before a NABOO HOLY MAN.

THREEPIO and ARTOO stand by, watching, as the HOLY MAN blesses the happy couple and, amid gently falling rose petals, ANAKIN and PADME kiss.

EXT. CORUSCANT, MILITARY STAGING AREA, BALCONY - LATE DAY
PALPATINE, JAR JAR, BAIL ORGANA and the OTHER SENATORS, with TWO ROYAL GUARDS, stand looking down at the square below.

TENS OF THOUSANDS OF CLONE TROOPS are drawn up in a strict formation or move forwards in near files to climb the ramps of the Military Assault Ships.

On the balcony, PALPATINE'S expression is deeply sad. Everyone watches comberly as, in the square, loaded Assault Ships take off. Other land immediately in their place. The sky above is thick with transports. CLONE TROOPS march and board the Ships.

The Great Clone War has begun...

FADE OUT:

THE END

Star Wars: Episode 3: Revenge of the Sith

STAR WARS EPISODE 3: REVENGE OF THE SITH SCRIPT

George Lucas


1 EXT. SPACE

A long time ago in a galaxy far, far away.

A vast sea of stars serves as the backdrop for the Main Title, followed by a rollup, which crawls into infinity.

War! The Republic is crumbling under attacks by the ruthless Sith Lord, Count Dooku. There are heroes on both sides. Evil is everywhere.

In a stunning move, the fiendish droid leader, General Grievous, has swept into the Republic capital and kidnapped Chancellor Palpatine, leader of the Galactic Senate.

As the Separatist Droid Army attempts to flee the besieged capital with their valuable hostage, two Jedi Knights lead a desperate mission to rescue the captive Chancellor. . . .

PAN DOWN to reveal a REPUBLIC ATTACK CRUISER. Continue to PAN with the Cruiser as TWO JEDI STARFIGHTERS enter and head toward an enemy Battle Cruiser. TRUCK with the Jedi Fighters as they maneuver in unison, dodging flack and enemy laser fire. R2-D2 is on Anakin's ship. R4-P17 is on Obi-Wan's ship. A giant space battle is revealed as the tiny Jedi ships continue their assault in a synchronous ballet.

2 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE

OBI-WAN bounces through the flack with a frown. His ship rocks violently.

3 INT. ANAKINS STARFIGHTER COCKPIT-SPACE

ANAKIN smiles as he blasts a TRADE FEDERATION DROID DROP FIGHTER.

ANAKIN: There isn't a droid made that can out fly you, Master, and no other way to get to the Chancellor . . .

OBI-WAN: Look out, four droids inbound . . .

4 EXT. CORUSCANT-SPACE BATTLE

The TWO JEDI FIGHTERS swerve in unison as FOUR TRADE FEDERATION DROID DROP FIGHTERS attack. After several clever moves by the Jedi, two of the FEDERATION DROID DROP FIGHTERS collide with each other in a ball of flame.

5 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE

OBI-WAN struggles to maintain control of his ship.

OBI-WAN: We've got to split them up.

ANAKIN: Break left, fly through the guns on that tower.

OBI-WAN flies to the left of a huge tower on a REPUBLIC CRUISER. The TWO DROID DROP FIGHTERS follow.

OBI-WAN: Easy for you to say . . . why am I always the bait?

ANAKIN: Don't worry. I'm coming around behind you.

OBI-WAN deftly maneuvers around a large Starship's superstructure, but the TWO DROID FIGHTERS stay on his tail, BLASTING him with intense laser fire.

OBI-WAN: Anakin, they're all over me!

ANAKIN: Dead ahead! Closing . . . lock onto him, Artoo . . .

ARTOO BEEPS his reply as ANAKIN swoops in for the kill. ANAKIN BLASTS one of the DROID DROP FIGHTERS. It EXPLODES.

ANAKIN: (continuing, laughs) We got him, Artoo!

ANAKIN BLASTS away at the second DROID DROP FIGHTER as ARTOO BEEPS an angry warning.

ANAKIN: I copy, Artoo.

OBI-WAN: I'm going down on the deck.

ANAKIN: Good idea ... I need some room to maneuver.

OBI-WAN dives toward the surface of one of the larger TRADE FEDERATION BATTLESHIPS and is forced to fly through a maelstrom of laser flack. He skims the surface, followed by the DROID DROP FIGHTER, which is followed by ANAKIN.

ANAKIN: (continuing) Cut right. Do you hear me?! Cut right. Don't let him get a handle on you. Come on, Artoo, lock on! Lock on!

ARTOO BEEPS. The crosshairs merge on the DROID DROP FIGHTER.

OBI-WAN: Hurry up! I don't like this!

OBI-WAN flies through a narrow gap between two towers on a Battleship. The DROID DROP FIGHTER hits one of Obi-Wan's wings with a laser blast, and parts of the ship go flying around Obi-Wan's Astro Droid, ARFOUR.

OBI-WAN: (continuing) Ouch!

R-4 BEEPS a blue streak.

OBI-WAN: (continuing) Don't even try to fix it, Arfour. I've shut it down.

ANAKIN: We're locked on ... we've got him . . .

ANAKIN drops in behind the DROID DROP FIGHTER and blows him apart. ARTOO SQUEALS with delight.

ANAKIN: (continuing) Yeah! We got him . . . good going, Artoo.

OBI-WAN: Next time you're the bait . . . Now let's find the Command Ship and get on with it ...

R-4 BEEPS a blue streak.

ANAKIN: Lock onto them, Artoo. Master, General Grievous's ship is directly ahead.

ARTOO BEEPS a reply, and it reads out in Anakin's cockpit.

ANAKIN: (continuing) The one crawling with vulture droids.

6 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE

OBI-WAN: I see it. Oh, this is going to be easy.

Ahead is a TRADE FEDERATION CRUISER with batlike DROID VULTURE FIGHTERS stalking around on the hull. The VULTURE FIGHTERS transform into flight configuration, lift off the CRUISER, and attack the JEDI STARFIGHTERS.

ANAKIN: Come on, Master.

OBI-WAN: Not this time. There's too much at stake. We need help. Odd Ball, do you copy?

ODD BALL: (OS) Copy, Red Leader.

OBI-WAN: Mark my position and form your squad up behind me . . .

7 INT. ODD BALL'S FIGHTER COCKPIT-SPACE

ODD BALL: We're on your tail, General Kenobi. Set S-foils in attack position.

The protective ray shield lowers on the main hangar of the TRADE FEDERATION CRUISER, and six new DROID TRI-FIGHTERS emerge and join the DROID VULTURE FIGHTERS heading toward the Jedi. The JEDI STARFIGHTERS extend the stability foils on the ends of their wings.

8 INT. ANAKIN'S FIGHTER COCKPIT-SPACE

ANAKIN: This is where the fun begins. Ten Vulture Droids straight ahead, coming down the left side.

ARTOO BEEPS a worried message.

OBI-WAN: Add five Tri-fighters on the right . . .

ANAKIN: I'm going head to head. See you.

OBI-WAN: Take it easy, Anakin.

Four Clone Fighters move into formation behind the Jedi.

ODD BALL: I'm on your right, Red Leader.

ANAKIN: Incoming!!

ARTOO SQUEALS as five DROID TRI-FIGHTERS pass by at high speed on the right.

OBI-WAN: Five more on the right!

Four more VULTURE DROID FIGHTERS pass at high speed from the left. All hell breaks loose. OBI-WAN and ANAKIN continue to fly in unison, backing up each other. ARTOO SQUEALS.

ANAKIN: Here we go.

The Jedi ships split up and make a quick loop around the DROID TRI-FIGHTERS, ending up behind them. BLASTING away. The DROID TRI-FIGHTERS EXPLODE.

OBI-WAN: I'm going high and right.

ANAKIN: Hang on. There are four more of them.

OBI-WAN: Stay with me . . . swing back and right . . . help me engage. Back off ... Let them pass between us.

ANAKIN: I'm coming around. I'm coming around on your tail.

OBI-WAN: All right, engage . . . and hurry. These droids are all over me like a rash.

In one incredible move, ANAKIN swings in behind the DROID TRI-FIGHTERS, blowing them away one by one until there is only one left. ARTOO CHIRPS.

ARTOO lets out a HOWL as ANAKIN accelerates past the last DROID TRI-FIGHTER, slams on his brakes, flips the Fighter around, and BLASTS the Fighter from the front. ARTOO BEEPS frantically as they fly through the debris of the destroyed ships. ANAKIN looks behind him.

ANAKIN: How many back there. Artoo? (Artoo beeps) Three . . . (continuing) Four . . . that's not good.

OBI-WAN: Anakin, you have four on your tail.

ANAKIN: I know. I know!

OBI-WAN: Four more closing from your left.

ANAKIN: I know. I know!

OBI-WAN: Break right and go high.

ANAKIN: I'm going low and left.

Obi-Wan shakes his head.

OBI-WAN: (to himself) He still has much to learn.

ANAKIN swoops low and skims across a TRADE FEDERATION BATTLESHIP, dodging flack as ARTOO bounces along, trying to get out a sentence.

ANAKIN: Hang on, Artoo. Obi-Wan, do you copy? I'm going to pull them through the needle . . .

OBI-WAN: Too dangerous. First Jedi rule: "Survive."

ANAKIN: Sorry, no choice. Come down here and thin them out a little.

OBI-WAN drops in behind the DROID VULTURE FIGHTERS chasing Anakin. ARFOUR BEEPS to OBI-WAN.

OBI-WAN: Just keep me steady . . . hold on ... not yet. . . now break left.

OBI-WAN fires as he swings across the back of the VULTURE DROIDS, BLASTING four of them away. ANAKIN heads for a trench along the surface of one of the Trade Federation Battleships. He flies into the trench, which ends in a conning tower with a small slit between two main struts.

OBI-WAN: (continuing) You'll never get through there, Anakin. It's too tight.

ARTOO BEEPS nervously.

ANAKIN: Easy, Artoo . . . we've done this before.

OBI-WAN: Use the Force, think yourself through, the ship will follow.

ARTOO SQUEALS in a panic. On the view screen Artoo's squeal reads out, "WE'RE NOT GOING TO MAKE IT."

ANAKIN: Wrong thought, Artoo.

ANAKIN slips through the narrow gap. The trailing VULTURE DROID FIGHTERS CRASH.

ANAKIN: (continuing) I'm through.

OBI-WAN continues to fire on the VULTURE DROID FIGHTERS, driving them into the EXPLOSION.
A CLONE fighter is hit and explodes, spewing debris. The CLONE PILOT spins off into space.
Finally, OBI-WAN peels off and swings around, pulling up alongside ANAKIN. CLONE FIGHT SQUAD SEVEN battles the DROIDS.

ODD BALL: There are too many of them.

CLONE PILOT 2: I'm on your wing. Break left. Break left. They're all over me. Get them off my . . .

ANAKIN: I'm going to go help them out!

OBI-WAN: No, no! They are doing their job so we can do ours. Head for the Command Ship!

Another CLONE fighter is hit, bursts into flames, and spins off into space. A VULTURE DROID FIGHTER raises its head to locate its target and fires missiles at them.

ANAKIN: Missiles! Pull up!

ANAKIN and OBI-WAN break right and left, and the missiles follow them. ANAKIN does a barrel roll spin, causing the missiles following him to collide and EXPLODE. Two missiles continue to chase OBI-WAN. He banks sharply to the right, then to the left, causing one of the missiles to overshoot.

OBI-WAN: They overshot us . . .

The second missile streaks next to Obi-Wan�s Fighter and EXPLODES. Obi-Wan's ship rocks, and R-4, SCREAMS as the Starfighter rips through the explosion. Debris flies all around them.

ANAKIN: They're coming around!

OBI-WAN: All right, Arfour. No, no. Nothing too fancy.

ANAKIN: Surge all power units. Artoo! Stand by the reverse thrusters.

ANAKIN spins his starfighter. The missiles spin and collide.

ANAKIN: We got 'em. Artoo!

Two missiles continue to track Obi-Wan.

OBI-WAN: Flying is for droids.

Suddenly, OBI-WAN shudders, and his ship starts to plummet toward the surface of the Trade Federation Cruiser. The trailing missiles fly into what looks like debris, and detonate. Five silver balls fly out of the debris and attach themselves to the ship. The balls pop open, revealing SMALL BUZZDROIDS that begin to crawl across the surface like spiders.

OBI-WAN: (continuing) I'm hit! Anakin?

ANAKIN: I see them . . . Buzz Droids.

The BUZZ DROIDS crawl across Obi-Wan's ship and start to tear it apart. SPARKS ERUPT where the BUZZ DROIDS break into the wiring. One of the BUZZ DROIDS goes after ARFOUR.

OBI-WAN: Arfour, be careful. You have one . . .

ARFOUR's head gets ripped off and flies away.

OBI-WAN: Oh dear. They're shutting down all the controls.

ANAKIN: Move to the right so I can get a clear shot at them.

OBI-WAN: The mission. Get to the Command Ship. Get the Chancellor! I'm running out of tricks here.

ANAKIN moves into position just off Obi-Wan's left side and angles his ship so his guns are pointing at the DROIDS crawling over Obi-Wan�s Starfighter. ANAKIN fires and vaporizes the TWO BUZZ DROIDS, along with the left wing of Obi-Wan's ship.

OBI-WAN: (continuing) In the name of ...

ANAKIN: Steady . . . steady . . .

OBI-WAN: Anakin, hold your fire . . . hold your fire. You're not helping here.

ANAKIN: I agree, bad idea. Swing right . . . ease over . . . steady . . .

OBI-WAN: Wait . . . wait . . . I can't see a thing! My cockpit's fogging. They're all over me, Anakin.

ANAKIN: Move to the right.

OBI-WAN: Hold on, Anakin. You're going to get us both killed! Get out of here. There's nothing more you can do.

ANAKIN: I'm not leaving without you, Master.

ANAKIN moves his ship next to OBI-WAN's and tries to physically knock the BUZZ DROIDS off. There are five left. He manages to get one off, but badly dents OBI-WAN's ship in the process. One of the BUZZ DROIDS tears apiece off of the front of Obi-Wan's ship. Flames burst out, and more smoke billows out, obscuring the Jedi's view.

ANAKIN knocks off three of the BUZZ DROIDS and the fourth crawls out onto Anakin's ship and starts attacking ARTOO. ARTOO fights the BUZZ DROID.

OBI-WAN: Blast it ... I can't see . . . my controls are gone.

ANAKIN: Get 'em, Artoo. Watch out!

OBI-WAN: Artoo, hit the buzz droid's center eye.

ARTOO extends an arm and aims a stream of electricity at the swerving BUZZ DROID. The BUZZ DROID is hit squarely in the eye and falls off the ship.

ANAKIN: Yeah, you got him!

OBI-WAN: Great, Artoo.

ANAKIN: Stay on my wing . . . the General's Command Ship is dead ahead. Easy . . . pull up ... Head for the hangar.

OBI-WAN: Have you noticed the shields are still up?

ANAKIN: Oh?!? Sorry, Master.

ANAKIN streaks ahead of OBI-WAN's disintegrating Jedi Fighter and blasts the shield generator. It SPARKS and EXPLODES.

OBI-WAN: Oh, I have a bad feeling about this.

9 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

The shield door drops away, and OBI-WAN crashes on the deck of the hangar bay, engulfed in a FANTAIL OF SPARKS. A set of blast doors starts SLAMMING shut across the hangar opening, as material is sucked into space.

ANAKIN maneuvers around the oncoming junk and flies into the hangar just as the blast doors SLAM shut.
OBI-WAN ignites his light saber and cuts his way out of the cockpit. He jumps dear just as his ship EXPLODES. BATTLE DROIDS rush at him from all directions.

ANAKIN jumps out of his ship and cuts his way through the BATTLE DROIDS to where OBI-WAN is fighting. ARTOO pops out of the ship and follows ANAKIN.

OBI-WAN: Artoo, locate the Chancellor.

ANAKIN: Tap into the ship's computers.

They cut down the last of the droids and follow ARTOO over to a computer wall socket. The two JEDI fight off FOUR MORE DROIDS as ARTOO tries to find the Chancellor. Finally, a HOLOGRAM of the Trade Federation ship appears.

OBI-WAN: The Chancellor's signal is coming from right there. The observation platform at the top of that spire.

ANAKIN: I sense Count Dooku . . .

OBI-WAN: I sense a trap.

ANAKIN: Next move?

OBI-WAN: Spring the trap.

The JEDI start to leave; ARTOO follows. The JEDI stop and turn to ARTOO.

ANAKIN: Artoo, go back. I need you to stay with the ship.

OBI-WAN: Here, take this, and wait for orders.

OBI-WAN tosses the comlink to ARTOO.

10 INT. BRIDGE-TRADE FEDERATION CRUISER

GENERAL GRIEVOUS enters the bridge of the TRADE FEDERATION cruiser followed by his TWO BODYGUARDS. He walks to the front of the bridge and stands in front of the NEIMOIDIAN CAPTAIN.

GENERAL GRIEVOUS: What's the situation, Captain?

CAPTAIN: TWO Jedi have landed in the main hangar bay.

GENERAL GRIEVOUS: Just as Count Dooku predicted.

11 INT. HANGAR-TRADE FEDERATION CRUISER

ANAKIN and OBI-WAN head for the elevator. A door opens in the hallway and two of GENERAL GRIEVOUS's BODYGUARDS confront the JEDI.

BODYGUARD I: General Kenobi, Anakin Skywalker. We've been waiting for you.

OBI-WAN: We are here to relieve you of Chancellor Palpatine, not join him.

As a dozen more droids join the group, the JEDI ignite their lightsabers and stand back-to-back.

OBI-WAN: Anakin. . .

ANAKIN: Ready.

ANAKIN and OBI-WAN use their lightsabers and cut a large circle in the floor.

12 INT. GENERATOR ROOM-TRADE FEDERATION CRUISER

The TWO JEDI cut their way down several floors into a large generator room. Huge EXPLOSIONS outside the ship have caused several large pipes overhead to break, and fluid is spewing everywhere. The Jedi get up and turn off their light sabers. ANAKIN dips his hand into the fluid and sniffs it.

OBI-WAN: . . . fuel. The slightest charge from our sabers will send this ship into oblivion. That's why they've stopped shooting.

ANAKIN: Well then, we're safe for the time being.

OBI-WAN: Your idea of safe is not the same as mine.

They run, EXPLOSIONS rattle the ship, and pipes continue to burst around them, spilling more fuel into the hallway. At the far end, SIX SUPER BATTLE DROIDS drop into the fuel. The SOUNDS OF SHIELD DOORS CLOSING AND LOCKING ECHO throughout the hallway. They pass several large power generators, which are topped with SPARKING excess power dischargers.

ANAKIN: They're sealing this section off.

OBI-WAN: Six droids coming our way!

The last of the DOORS CAN BE HEARD CLOSING in the distance.

ANAKIN: Keep moving. There must be vents . . . This way.

They move along a wall. ANAKIN climbs up the side to a small vent. The fuel gets closer to the SPARKING dischargers.

OBI-WAN: We'll never get through that. It's too small!

They move toward a second vent. OBI-WAN is swimming in the fuel as it reaches to within a couple yards of the ceiling. ANAKIN feels along the ceiling and finds another smaller vent. He closes his eyes and tries to sense an opening, then he moves on. OBI-WAN is forced into hand-to-hand combat with one of the SUPER BATTLE DROIDS. It pulls the Jedi under the fuel. Just before he is about to drown, OBI-WAN disables the SUPER BATTLE DROID by pushing him into an exhaust pipe.

The fuel is up to the Jedi's chins. ANAKIN finds a very, very small metal grate, then pounds on it until the tiny grate breaks loose.

ANAKIN: I found our escape vent.

OBI-WAN: Anakin, this is no time for jokes. We're in serious trouble here.

ANAKIN: Only in your mind. My Master. Look, no structure. . . .

ANAKIN grabs the side of the tiny hole and gives it a big yank, ripping a large panel loose revealing a "man-sized" work shaft. They scramble through it as the DROIDS swim closer.

13 INT. VENT SHAFT-TRADE FEDERATION CRUISER

The TWO JEDI pull themselves through the narrow vent shaft until they reach a small hatch in the side of the tube.

ANAKIN: Here's a way out.

As the SUPER BATTLE DROIDS reach the opening in the ceiling and the fuel gets to within a few feet of the power generator sparks, the JEDI work the keyboard on the pressure lock, opening the latch.

14 INT. SMALL PASSAGEWAY-TRADE FEDERATION CRUISER

The TWO JEDI climb into a small passageway and slam the hatch shut. They make their way through the ever-shrinking shaft until they reach the end.

15 INT. HALLWAY-TRADE FEDERATION CRUISER

A hatch opens in one of the main hallways of the Trade Federation Cruiser, and the JEDI squeeze out, SLAMMING the hatch. Behind them, ANAKIN seals the hatch with his laser sword.

OBI-WAN: That won't hold when the fuel hits those power dischargers.

ANAKIN: The blast will break the hull. This side's pressurized.

OBI-WAN: You still have much to learn, Anakin.

16 INT. VENT SHAFT-TRADE FEDERATION CRUISER

The SUPER BATTLE DROIDS climb up the vent shaft. SUPER BATTLE DROID R77 and SEVERAL OTHER DROIDS wait in the generator room as the fuel continues to rise toward the power discharger.

SUPER BATTLE DROID R77: I have a bad feeling about this.

17 INT. GENERATOR ROOM-TRADE FEDERATION CRUISER

The fuel hits the SPARKING power discharger, and there is a HUGE EXPLOSION.

18 EXT. TRADE FEDERATION CRUISER-BATTLE

A GREAT EXPLOSION and a flaming gas cloud spray out of the side of the Federation Cruiser.

19 INT. HALLWAY-TRADE FEDERATION CRUISER

A large bulge appears in the wall around the sealed hatch as the EXPLOSION hits. OBI-WAN jumps back, then stands amazed.

OBI-WAN: All right, you win. I have much to learn. Let's go!

ANAKIN grins at OBI-WAN, and they run down the hallway.

20 INT. WIDE HALLWAY-TRADE FEDERATION CRUISER

The two JEDI wait for an elevator to arrive. They turn around and see they are face to face with THREE DESTROYER DROIDS. The DROIDS start blasting away. Anakin deflects the bolts. OBI-WAN frantically pushes the elevator button several more times.

ANAKIN: Destroyers!!

Finally the door opens, and they rush inside under a hail of laser bolts. The elevator door slides shut. The JEDI turn to see BATTLE DROIDS standing behind them.

BATTLE DROID: Drop your weapons! I said drop 'em.

The JEDI activate their light sabers and destroy all the BATTLE DROIDS.

21 INT HANGAR-TRADE FEDERATION CRUISER

R2-D2 notices two SUPER BATTLE DROIDS entering the hangar. He moves and hides behind a Jedi Starfighter.

22 INT. ELEVATOR-TRADE FEDERATION CRUISER

The elevator begins to move and screeches to a stop.

OBI-WAN: Did you press the stop button?

ANAKIN: No, did you?

OBI-WAN: No!

ANAKIN: Well, there's more than one way out of here.

ANAKIN ignites his laser sword.

OBI-WAN: We don't want to get out, we want to get moving. Artoo . . . Artoo. Do you copy? Activate elevator . . . (looks at control panel) . . . 31174 . . .

ANAKIN cuts a hole in the elevator ceiling.

23 INT MAIN HANGAR-TRADE FEDERATION CRUISER

TWO SUPER BATTLE DROIDS are inspecting the Jedi starfighters. They overhear Obi-Wan's voice over the comlink and are distracted.

SUPER BATTLE DROID 1: What's that?

SUPER BATTLE DROID 2: Get back to work. It's nothing.

24 INT. ELEVATOR-TRADE FEDERATION CRUISER

OBI-WAN: Artoo?

ANAKIN climbs through the hole in the ceiling of the elevator.

OBI-WAN: (continuing) Always on the move.

OBI-WAN continues to talk on the comlink. Artoo quietly beeps a reply.

25 INT MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO tries to muffle the comlink as the TWO SUPER BATTLE DROIDS try to figure out where the voices are coming from. ARTOO extends an arm and plugs into a computer interface.

OBI-WAN: (OS) Artoo, switch on the comlink. Artoo, do you hear me? Artoo, we gave you a job to do! Artoo.

26 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

Suddenly, the elevator plummets down the shaft. ANAKIN quickly jumps and grabs onto the hallway entry door. He watches as the elevator recedes down the shaft and disappears. ANAKIN struggles to keep his grip on the closed door as SPARKING wires rain down on him.

27 INT. ELEVATOR-TRADE FEDERATION CRUISER

The elevator starts to descend rapidly.

OBI-WAN: Stop, stop! Artoo, we need to be going up.

28 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

Anakin struggles to hang on to the narrow edge of the elevator shaft. The door to the elevator shaft is pried open, and TWO BATTLE DROIDS appear in the doorway and look down at ANAKIN. They point their guns at him.

DROID 1: Hands up, Jedi! Don't move.

DROID 2: Roger, roger.

29 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

The TWO SUPER BATTLE DROIDS overhear OBI-WAN's comlink messages to ARTOO.

SUPER BATTLE DROID 1: There it is again.

OBI-WAN: (OS) Artoo, do you copy? Artoo, do you hear me? Artoo, we need to be going up, not down.

30 INT. ELEVATOR-TRADE FEDERATION CRUISER

The elevator races down as OBI-WAN holds on.

OBI-WAN: Stop. Artoo! We need to go up! Stop, stop!

The elevator stops with a jolt. OBI-WAN falls to the floor.

31 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

The TWO SUPER BATTLE DROIDS see ARTOO and walk toward the little droid.

SUPER BATTLE DROID 1: Hey you!

ARTOO plugs into the interface again and the elevator shoots up.

32 INT. ELEVATOR-TRADE FEDERATION CRUISER

OBI-WAN stands up after having fallen in the elevator.

OBI-WAN: Now, that's better . . .

33 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO is held up by TWO SUPER BATTLE DROIDS, who chuckle as the little Astro Droid curses and swings at them.

SUPER BATTLE DROID 1: You stupid little astro droid!

34 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

ANAKIN looks down and sees the elevator heading toward him at a high rate of speed. He looks at the BATTLE DROIDS leaning over him with their guns pointed at him. He calculates for a moment, then gives himself a push and flips himself up into the elevator shaft.

Before ANAKIN can arc into a descent down the shaft, the elevator races up through the shaft, cutting the DROIDS in two. ANAKIN lands on the elevator and quickly drops back through the hole in the ceiling. OBI-WAN is startled and ignites his lightsaber.

OBI-WAN: Oh, it's you . . .

35 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO activates his oil hose and sprays the SUPER BATTLE DROIDS. The SUPER BATTLE DROIDS slip on the oil.

36 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

ANAKIN: What was that all about?

OBI-WAN: Well, Artoo has been . . .

ANAKIN: No loose wire jokes . . . He's doing the best he can.

OBI-WAN: Did I say anything?

ANAKIN: He's trying!

OBI-WAN: I didn't say anything!

37 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO ignites his arm rockets and shoots out of their grip, spraying them both with oil and setting them on fire. The SUPER BATTLE DROIDS slip and slide until they fall, smoldering. ARTOO rolls away.

38 INT. GENERAL'S QUARTER'S-TRADE FEDERATION CRUISER

The elevator door opens and the TWO JEDI carefully make their way into the main room of the General's Quarters.
At the far end sits SUPREME CHANCELLOR PALPATINE. ANAKIN and OBI-WAN move toward the CHANCELLOR.
As they get closer to PALPATINE, they see a very distressed look on the Chancellor's face.

OBI-WAN: (bows) Chancellor.

ANAKIN: Are you all right?

PALPATINE: (quietly) Count Dooku.

PALPATINE makes a small gesture with his hand. OBI-WAN and ANAKIN turn around. The elevator DOORS CAN BE HEARD OPENING AND CLOSING as COUNT DOOKU strides into the room. He is above the Jedi, standing on a balcony, with two SUPER BATTLE DROIDS. The Jedi turn to see him. He looks down on the Jedi.

OBI-WAN: (quietly to Anakin) This time we will do it together.

ANAKIN: I was about to say that.

COUNT DOOKU jumps down to the main level.

PALPATINE: Get help! You're no match for him. He's a Sith Lord.

OBI-WAN: Chancellor Palpatine, Sith Lords are our specialty.

OBI-WAN and ANAKIN throw off their cloaks and ignite their lightsabers.

COUNT DOOKU: Your swords, please, Master Jedi. We don't want to make a mess of things in front of the Chancellor.

OBI-WAN and ANAKIN move toward DOOKU.

OBI-WAN: You won't get away this time, Dooku.

OBI-WAN and ANAKIN charge COUNT DOOKU. A great sword fight ensues.

COUNT DOOKU: I've been looking forward to this.

ANAKIN: My powers have doubled since the last time we met, Count.

COUNT DOOKU: Good. Twice the pride, double the fall.

DOOKU lunges at the JEDI and they fall back . . .

COUNT DOOKU: (continuing) Your moves are clumsy, Kenobi . . . too predictable. You'll have to do better.

As the battle proceeds, OBI-WAN and COUNT DOOKU are tired. ANAKIN is stronger as he becomes angry. ANAKIN continues to drive the attack on DOOKU. COUNT DOOKU throws OBI-WAN back using the Force.
ANAKIN and COUNT DOOKU move up the stairs. As they reach the upper landing of the General's Quarters, ANAKIN leaps over COUNT DOOKU. OBI-WAN reaches the top of the stairs, destroying TWO SUPER BATTLE DROIDS. COUNT DOOKU holds OBI-WAN in the air using the Force as he turns and kicks ANAKIN out of frame. OBI-WAN is choking.
ANAKIN hits the archway.
DOOKU sends OBI-WAN flying. The Jedi tumbles to the lower level unconscious. COUNT DOOKU spins around again and, using the Force, causes a section of the balcony to drop onto OBI-WAN. ANAKIN spins and kicks COUNT DOOKU, sending him over the balcony. ANAKIN Jumps, following him down to the main floor. COUNT DOOKU and ANAKIN continue the fight.

COUNT DOOKU: (continuing) I sense great fear in you, Skywalker. You have hate, you have anger, but you don�t use them.

Anakin regains his composure and attacks COUNT DOOKU as the Dark Lord continues his spin to meet him head on. Their fighting becomes even more intense.
Anakin attacks COUNT DOOKU with a new ferociousness.

39 INT. GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

Anakin and Dooku continue their fight. It is intense! Finally, in one last energized charge, ANAKIN cuts off COUNT DOOKU's hands. The Jedi catches the lightsaber as it drops from the severed Sith Lord's hand. COUNT DOOKU stumbles to the floor as ANAKIN puts the two lightsabers to his neck. PALPATINE is grinning as he watches COUNT DOOKU's defeat.

PALPATINE: Good, Anakin, good. I knew you could do it. Kill him. Kill him now!

ANAKIN: I shouldn't . . .

PALPATINE: Do it!!

ANAKIN cuts off COUNT DOOKU's head. A huge EXPLOSION somewhere deep in the ship rattles everything.

ANAKIN: ... I couldn't stop myself.

PALPATINE: You did well, Anakin. He was too dangerous to be kept alive.

ANAKIN drops COUNT DOOKU's lightsaber, moving to PALPATINE.

ANAKIN: Yes, but he was an unarmed prisoner.

ANAKIN raises his hands toward PALPATINE, who is strapped in the Admiral's Chair. The Chancellor's restraints pop loose.

ANAKIN: (continuing) I shouldn't have done that, Chancellor. It's not the Jedi way.

PALPATINE stands up, rubbing his wrists.

PALPATINE: It is only natural. He cut off your arm, and you wanted revenge. It wasn't the first time, Anakin. Remember what you told me about your mother and the Sand People. Now, we must leave before more security droids arrive.

The ship begins to list to one side. ANAKIN rushes over to OBI-WAN, lifts the control console from on top of him, and pulls him free. He kneels down and checks out his unconscious friend. PALPATINE heads for the elevators.

PALPATINE: (continuing) Anakin, there is no time. We must get off the ship before it's too late.

ANAKIN: He seems to be all right. No broken bones, breathing's all right.

PALPATINE: Leave him, or we'll never make it.

ANAKIN: His fate will be the same as ours.

ANAKIN picks up OBI-WAN, slings him over his shoulder, and heads for the elevators.

40 INT. BRIDGE-TRADE FEDERATION CRUISER

GENERAL GRIEVOUS: Prepare for attack.

PILOT: All batteries fire! Fire!

41 INT. BATTLESTATIONS-REPUBLIC CRUISER

Clone gunners fire on the Trade Federation cruiser and take fire in return. Gun emplacements are destroyed. Clone troopers go flying.

42 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

ANAKIN carries OBI-WAN to the elevator doors and hits the button. PALPATINE joins him.

ANAKIN: The elevator's not working, (into his comlink) Artoo . . .

ARTOO BEEPS a response to ANAKIN.

ANAKIN: (continuing) . . . Activate Elevator 3224.

Suddenly the ship shifts to its side as the elevator doors open. PALPATINE is thrown to the ground. ANAKIN jumps to the door frame of the elevator. ANAKIN looks into the elevator shaft.

ANAKIN: (continuing) Artoo ... do you copy? Artoo, come in!

43 INT. BRIDGE-TRADE FEDERATION CRUISER

Windows are blown out, droids and equipment are sucked into space.

PILOT: Reverse stabilizers.

44 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

As the ship rolls, spacecraft and equipment CRASH from one side of the ship to the other.
Several objects break through the metal blast doors, causing objects to be sucked into space. ARTOO starts to slide toward one of the small holes.

45 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

As the elevator shaft rotates, it has become a long hallway.
ANAKIN clings to the doorframe with OBI-WAN on his shoulder, as the Chancellor struggles to join him.

46 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO continues to skid and slide toward open space. He swerves around boxes and wrecked fighters. One of the BATTLE DROIDS stumbles and is consumed by the electronic shield in a zap. ARTOO BEEPS a reply as he dodges the laser blasts of the BATTLE DROIDS. One bolt hits very near him, and he SCREAMS in terror.

47 INT. BRIDGE-TRADE FEDERATION CRUISER

PILOT: Magnetize! Magnetize!

48 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO is about to be overtaken by a starfighter sliding behind him. He falls into a heap of broken battle droid parts and the fighter bounces over him.

49 EXT. SPACE-CORUSCANT

The TRADE FEDERATION CRUISER heads straight down toward the planet.

50 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

ANAKIN jumps into the horizontal elevator shaft with OBI-WAN still on his shoulder.

ANAKIN: We can't wait. Come on, we have to be fast.

PALPATINE climbs into the elevator shaft also. They start running. The ship begins to roll again, and the Jedi and the Chancellor are forced to jump from one side of the elevator to the other.

51 INT. BRIDGE-TRADE FEDERATION CRUISER

GENERAL GRIEVOUS: Fire the emergency booster engines.

PILOT: Leveling out, sir.

52 INT. ELEVATOR SHAFT ON SIDE-TRADE FEDERATION CRUISER

ANAKIN still carrying OBI-WAN on his back, and PALPATINE run down the elevator shaft as it starts to move upright. ANAKIN cuts a control box on one of the doors, but before the doors can open, the ship moves to an angle, causing ANAKIN and PALPATINE to start sliding down the shaft. ANAKIN grabs some wires in the control box with one hand. PALPATINE grabs onto the Jedi's leg. As the ship rights itself, they are left hanging in the bottomless elevator shaft.

53 INT. ELEVATOR SHAFT, VERTICAL-TRADE FEDERATION CRUISER

ANAKIN, OBI-WAN, and PALPATINE hang precariously on the side of the bottomless elevator shaft. OBI-WAN regains consciousness and tries to look around.

ANAKIN: Easy. . . . We're in a bit of a situation.

OBI-WAN: Did I miss something?

OBI-WAN looks down and sees PALPATINE and the bottomless pit. They hear ARTOO BEEPING on Obi-Wan's comlink. The ship begins to roll, causing the vertical shaft to move into a forty-five-degree angle. They hear the elevator brakes release and look up to see the elevator heading toward them.

ANAKINN: Hold on.

OBI-WAN: What is that?

OBI-WAN and ANAKIN look up to watch the elevator approach them at high speed, then OBI-WAN turns to ANAKIN.

OBI-WAN: (continuing) Oops.

ANAKIN: Artoo, Artoo, shut down the elevator!

OBI-WAN: Too late! Jump!

They fall about three hundred feet before the tilt of the ship catches up with them, and they hit the side of the shaft and slide at great speed just ahead of the elevator. The shaft continues to rotate until it is completely horizontal.
ANAKIN and OBI-WAN take out and throw grappling hooks. The hooks catch and they continue to fall. All the doors in the elevator shaft open up, and the group swings through the open door into a hallway. The elevator roars by.

54 INT. ELEVATOR LOBBY-TRADE FEDERATION CRUISER

ANAKIN, OBI-WAN, and PALPATINE fly through the elevator door and land.

OBI-WAN: Let's see if we can find something in the hangar bay that's still flyable. Come on.

ANAKIN: Artoo, get down here. Artoo, do you copy?

55 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

As the Federation Cruiser continues to rotate, ARTOO SQUEALS and pokes a periscope out of a pile of broken BATTLE DROID PARTS. He looks around then rockets up out of the debris.

56 INT. HALLWAY TO HANGAR BAY-TRADE FEDERATION CRUISER

OBI-WAN and ANAKIN lead PALPATINE down a hallway toward the hangar bay.

57 INT. DOORWAY TO HANGAR BAY-TRADE FEDERATION CRUISER

It is extremely windy as bits and pieces are continually sucked into space. The hangar bay doors are closed, but great stresses are being exerted as the ship twists, re-entering the atmosphere of Coruscant. They stop in a doorway leading into the hangar bay.

OBI-WAN: None of those ships will get us anywhere.

ANAKIN: I agree.

PALPATINE: What are we going to do?

ANAKIN: I don't know.

OBI-WAN: Don't look at me. I don't know.

ANAKIN and PALPATINE both look to OBI-WAN. He shrugs his shoulders. Anakin's Fighter has been sucked out of the hangar bay and is totaled. Suddenly, the ship turns on its side.

ANAKIN: Here, Chancellor, lock this around your waist, and hold on.

OBI-WAN: We'll head toward the bridge and see if we can find an escape pod.

ANAKIN hands PALPATINE the end of a cable that is attached to his utility belt. PALPATINE attaches it around his waist. ANAKIN and OBI-WAN throw their utility cables to some pipes in the ceiling and swing to a second set of pipes.

58 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

OBI-WAN grabs onto the pipes that run along what was the ceiling and is now the wall. As he moves out into the hangar, TWO SUPER BATTLE DROIDS start firing at him. The Jedi ignites his lightsaber and deflects the bolts back at the DROIDS, blowing them up. ANAKIN and PALPATINE follow OBI-WAN along the pipes running along the ceiling of the hangar. PALPATINE struggles against the escaping air of the pressurized hangar. PALPATINE loses his grip as a pipe breaks, causing a rush of steam, but ANAKIN manages to maintain his grasp on the pipe as the CHANCELLOR dangles on the other end of the utility cable. They are surrounded by SPARKS and EXPLOSIONS as the ship twists and tries to break apart. ANAKIN moves out of the steam and struggles to pull PALPATINE back to safety. ANAKIN is almost pulled loose in the buffeting winds. The ceiling behind them buckles, causing pipes to break, creating geysers of steam. Some bits of pipe go hurling into the blast doors and out into space. They make it through a hangar doorway and close it behind them.

59 INT. HANGAR DOORWAY-TRADE FEDERATION CRUISER

OBI-WAN, ANAKIN and PALPATINE are out of breath.

ANAKIN/OBI-WAN: Well, that was close.

They laugh.

60 INT. BRIDGE-TRADE FEDERATION CRUISER

BODYGUARD: General, we found the Jedi. They're in hallway 328.

GENERAL GRIEVOUS: Activate ray shields.

61 INT. HALLWAY-TRADE FEDERATION CRUISER

They run down the hallway. Suddenly, ray shields drop around them, putting them in an electronic box in the middle of the hallway.

ANAKIN: Ray shields!

OBI-WAN takes a deep breath to express his total disappointment.

OBI-WAN: Wait a minute, how'd this happen! We're smarter than this.

ANAKIN: Apparently not, Master. This is the oldest trap in the book . . . Well ... I was distracted.

OBI-WAN: Oh, so all of a sudden it's my fault.

ANAKIN: You're the Master. I'm just a hero.

OBI-WAN: I'm open to suggestions here.

PALPATINE: Why don't we let them take us to General Grievous. Perhaps with Count Dooku's demise, we can negotiate our release.

The Jedi look at each other in disbelief.

ANAKIN: I say . . . patience.

OBI-WAN: Patience! That's your plan, is it?

ANAKIN: Yes, Artoo will be along in a few moments and he'll release the ray shields . . .

ARTOO comes skidding across the hallway and bashes into the opposite wall. He takes a moment to compose himself.

ANAKIN: (continuing) See! No problem.

Suddenly several doorways open, revealing TWO DESTROYER DROIDS. SIXTEEN SUPER BATTLE DROIDS emerge from behind the DESTROYER DROIDS.
ARTOO turns and zaps one of the SUPER BATTLE DROIDS who then kicks ARTOO over.

SUPER BATTLE DROID: Don't move, dummy. Ouch! Zap this.

OBI-WAN: Do you have a plan B?

62 EXT. BRIDGE-TRADE FEDERATION CRUISER

OBI-WAN, ANAKIN PALPATINE, and ARTOO are captured by GENERAL GRIEVOUS. They stand before the ALIEN DROID GENERAL.

GENERAL GRIEVOUS: Oh yes. General Kenobi, the Negotiator. We've been waiting for you. That wasn't much of a rescue.

A BATTLE DROID walks to GENERAL GRIEVOUS and hands him the JEDI'S lightsabers.

OBI-WAN: That depends upon your point of view. Hah!

GENERAL GRIEVOUS: And Anakin Skywalker ... I was expecting someone with your reputation to be a little older.

ANAKIN: General Grievous . . . Supreme Commander of the Droid Armies. You're shorter than I expected.

GENERAL GRIEVOUS: Ahhhh, Jedi scum . . .

OBI-WAN: Anakin, try not to upset him. We have a job to do.

GENERAL GRIEVOUS: Your lightsabers will make a fine addition to my collection.

OBI-WAN: Not this time. And this time you won't escape.

ANAKIN: Artoo.

ARTOO creates a distraction by extending all his arms, shooting out electrical pulses, and bouncing around.
OBI-WAN, hands restrained with electrobonds, spins around, reaches out and, using the Force, yanks his lightsaber out of the General's hand, ignites it, and cuts his bonds. He continues to spin around and cuts Anakin free.

GENERAL GRIEVOUS: Crush them! Make them suffer!

ANAKIN uses the Force to yank his lightsaber out of the General's hand.

The DROIDS that surround them begin to FIRE. OBI-WAN and ANAKIN jump into the line of fire. The bridge degenerates into chaos. OBI-WAN and ANAKIN are locked in a pitched battle between electro staffs and laser swords with GENERAL GRIEVOUS's TWO BODYGUARDS.

CHANCELLOR PALPATINE is taken away by two BATTLE DROIDS. GENERAL GRIEVOUS walks around the bridge directing the BATTLE DROIDS.

GENERAL GRIEVOUS: Stay and watch your stations.

OBI-WAN fights one of General Grievous's BODYGUARDS. The BODYGUARD carries an electrified staff about five feet long. When the laser sword hits it, electrical bolts fly everywhere and surround the laser sword. OBI-WAN is unable to cut the staff. The Jedi gets whacked pretty good a couple of times and is knocked halfway across the bridge.
OBI-WAN pulls himself together and attacks again, cutting off the DROID BODYGUARD'S head. The DROID BODYGUARD keeps attacking. ANAKIN struggles to defend himself against the other manic DROID BODYGUARD. He cuts the DROID BODYGUARD in half. TWO BATTLE DROIDS try to take the CHANCELLOR away.
ANAKIN follows them down the hallway and cuts them down, rescuing the Chancellor.
OBI-WAN finishes off the headless BODYGUARD. It crumbles to the floor in pieces.
ALARMS SOUND as the giant spacecraft begins to list and fall out of orbit. A PILOT yells at GENERAL GRIEVOUS.

PILOT: Sir, we are falling out of orbit. All aft control cells are dead.

GENERAL GRIEVOUS: Stay on course . . . Don't bother with them. Keep the ship in orbit.

OBI-WAN and ANAKIN destroy the remaining DROIDS. GENERAL GRIEVOUS retrieves one of the BODYGUARD'S staffs and faces OBI-WAN. ANAKIN leaps over a console and lands behind GENERAL GRIEVOUS.

GENERAL GRIEVOUS: You lose, General Kenobi.

One of the PILOTS stands next to the General.

PILOT: The ship is breaking up!

GENERAL GRIEVOUS: We've run out of time.

OBI-WAN tries to get at GENERAL GRIEVOUS. ANAKIN runs at the General from the opposing side. GENERAL GRIEVOUS turns and throws his electrified staff at the window. It breaks, causing chaos as everything that is not nailed down is sucked into space. GENERAL GRIEVOUS is the first one sucked out into space. He fires a cable from his arm that attaches to the ship. He swings in and lands firmly on the side of the ship.
OBI-WAN, ANAKIN, and PALPATINE hold on for dear life. A blast shield closes around where the window used to be.

63 INT. BRIDGE-TRADE FEDERATION CRUISER

OBI-WAN continues to fight the BATTLE DROIDS. The DROIDS have backed him into a corner. OBI-WAN hides behind a control panel as the DROIDS blast away at him. He jumps up and over the DROIDS, cutting most of them down before he lands. He destroys the DROIDS and joins ANAKIN.
ANAKIN and OBI-WAN cut through the rest of the DROIDS as if they were made of butter. PALPATINE stands in shock as he watches the carnage. Droid parts are firing everywhere. OBI-WAN and ANAKIN stand back to back and cut down the last of the DROIDS just as there is a huge shudder, followed by more alarms. SPARKS begin to fly outside the windows.

PALPATINE: The hull is burning up!

64 EXT. HULL-TRADE FEDERATION CRUISER-SPACE

GENERAL GRIEVOUS detaches his cable and crawls along the exterior hull of the Federation Cruiser, using his magnetized hands and feet. He reaches a row of escape pods and enters an airlock.

65 INT. POD BAY-TRADE FEDERATION CRUISER-SPACE

GENERAL GRIEVOUS enters the escape pod bay through the hatch. The Droid General goes to a control panel and opens an escape pod.

GENERAL GRIEVOUS: Time to abandon ship.

GENERAL GRIEVOUS pulls a row of switches, and one by one the escape pods are jettisoned.

66 INT. ESCAPE POD-SPACE

He gets in one, the hatch closes, and the escape pod blasts away from the damaged Cruiser.

67 INT. BRIDGE-TRADE FEDERATION CRUISER

OBI-WAN and ANAKIN go over to the navigator's chair.

ANAKIN: All the escape pods have been launched.

OBI-WAN: Grievous. Can you fly a cruiser like this?

ANAKIN: You mean, do I know how to land what's left of this thing?

ANAKIN sits in the pilot's chair and sees on a screen the back half of the ship break away. There is a great jolt, and the ship tilts forward.

OBI-WAN: Well?

ANAKIN: Under the circumstances, I'd say the ability to pilot this thing is irrelevant. Strap yourselves in.

OBI-WAN and PALPATINE strap themselves into chairs. ANAKIN struggles with the controls of the ship. The ship starts to glow, and pieces break off. ARTOO moves in on Palpatine 's controls and assists in flying the cruiser.

OBI-WAN: Steady . . . Attitude . . . eighteen degrees.

ARTOO beeps.

ANAKIN: Pressure rising. We've got to slow this wreck down. Open all hatches, extend all flaps, and drag fins.

OBI-WAN: Temp steady. Hatches open, flaps extended, drag fins . . .

A large part of the ship breaks away.

ANAKIN: We lost something.

OBI-WAN: Not to worry, we're still flying half the ship.

ANAKIN: Now we're really picking up speed . . . I'm going to shift a few degrees and see if I can slow us down.

OBI-WAN: Careful . . . we're heating up-twelve thousand . . . thirteen thousand . . .

ANAKIN: What's our speed?

OBI-WAN: Eight plus sixty-forty. Eight plus sixty-twenty. Eight plus sixty. Temp ten thousand, nine thousand . . . we're in the atmosphere . . .

ANAKIN points to one of the controls. ARTOO beeps madly.

ANAKIN: Grab that . . . Keep us level.

OBI-WAN: Steady. Steady.

ANAKIN: Easy, Artoo. Hang on, this may get a little rough. We lost our heat shields.

OBI-WAN: Five thousand. Three thousand . . . two thousand. Fireships on the left and the right.

FlRESHIP PILOT: We'll take you in.

OBI-WAN: Copy that. Landing strip's straight ahead.

ANAKIN: We're coming in too hot.

OBI-WAN: Easy-easy.

The ship leaves a contrail as it streaks across the Coruscant skyline. PALPATINE and OBI-WAN hold on for dear life as the ship shakes and rattles toward an industrial landing platform.

68 EXT. CORUSCANT-INDUSTRIAL LANDING PLATFORM-AFTERNOON

A large landing platform in the industrial part of the city is surrounded by Emergency Fire Speeders. The smoking ship approaches as five Fireships spray it with foam. The ship finally makes a rather hard landing.

OBI-WAN: Another happy landing.

69 EXT. CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-LATE AFTERNOON

The small Jedi Shuttle carrying PALPATINE and the JEDI arrives at the landing platform. There are a DOZEN SENATORS, including BAIL ORGANA, JAR JAR BINKS, and C-3PO, waiting for them. PALPATINE, R2-D2, and ANAKIN get out. OBI-WAN and MACE stay in the doorway of the Jedi Shuttle.

ANAKIN: (to Obi-Wan) Are you coming, Master?

OBI-WAN: Oh no. I'm not brave enough for politics. I have to report to the Council. Besides, someone needs to be the poster boy.

ANAKIN: Hold on, this whole operation was your idea. You planned it. You led the rescue operation. You have to be the one to take the bows this time.

OBI-WAN: Sorry, old friend. Let us not forget that you rescued me from the Buzz Droids. And you killed Count Dooku. And you rescued the Chancellor, carrying me unconscious on your back, and you managed to land that bucket of bolts safely . . .

ANAKIN: All because of your training, Master. You deserve all those speeches of your greatness.

OBI-WAN: . . . the endless speeches . . . Anakin, let's be fair. Today, you are the hero and you deserve your glorious day with the politicians.

ANAKIN: All right. But you owe me . . . and not for saving your skin for the tenth time . . .

OBI-WAN: Ninth time . . . that business on Cato Nemoidia doesn't count. I'll see you at the briefing.

ANAKIN smiles and walks away from OBI-WAN.
The CHANCELLOR and his entourage approach MACE.

MACE WlNDU: Chancellor Palpatine, what a welcome sight! Are you all right?

PALPATINE: Yes, thanks to your two Jedi Knights. They killed Count Dooku, but General Grievous has escaped once again.

MACE WlNDU: General Grievous will run and hide as he always does. He is a coward.

PALPATINE: That maybe true, but with Count Dooku dead, he is the leader of the Droid Army, and I assure you, the Senate will vote to continue the war as long as Grievous is alive.

MACE WlNDU: Then the Jedi Council will make finding Grievous our highest priority.

BAIL, ANAKIN, and the crowd walk away from the platform toward the Senate Building Grand Hallway.

BAIL ORGANA: Skywalker, the Republic cannot praise you enough.

ANAKIN and BAIL ORGANA, walking in the hallway.

ANAKIN: Thank you, Senator Organa. The kidnapping was a bold move by the Separatists, but it was a mistake that Obi-Wan and I were able to take advantage of.

ARTOO and THREEPIO follow behind the crowd.

C-3PO: It couldn't possibly be as bad as all that.

ARTOO beeps.

C-3PO: (continuing) Well, there, I agree with you. In fact, I could do with a tune-up myself.

70 INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-LATE AFTERNOON

ANAKIN is at the back of the crowd of SENATORS, talking with BAIL ORGANA. R2-D2 and C-3PO scoot along ahead of them.

BAIL ORGANA: The end of Count Dooku will surely bring an end to this war, and an end to the Chancellor's draconian security measures.

ANAKIN: I wish that were so, but the fighting is going to continue until General Grievous is spare parts . . . The Chancellor is very clear about that.

Behind a row of large columns, a SHADOWY FIGURE follows the JEDI and the SENATOR. ANAKIN senses the figure.

BAIL ORGANA: I'll do everything I can with the Senate.

ANAKIN: Excuse me.

BAIL ORGANA: Certainly.

ANAKIN stops, and BAIL goes off after PALPATINE and the others. ANAKIN goes behind one of the giant columns to meet up with the SHADOWY FIGURE, who is revealed to be SENATOR PADME AMDALA. They embrace and kiss.

PADME: Oh, Anakin! Thank goodness, you're back.

ANAKIN: I missed you, Padme. I've missed you so.

PADME: There were whispers . . . that you'd been killed. I've been living with unbearable dread.

ANAKIN: I'm back, I'm all right. It feels like we've been apart for a lifetime. And it might have been ... If the Chancellor hadn't been kidnapped. I don't think they would have ever brought us back from the Outer Rim sieges.

ANAKIN starts to give her another kiss. She steps back.

PADME: Wait, not here . . .

He grabs her again.

ANAKIN: Yes, here! I'm tired of all this deception. I don't care if they know we're married.

PADME: Anakin, don't say things like that. You're important to the Republic ... to ending this war. I love you more than anything, but I won't let you give up your life as a Jedi for me . . .

ANAKIN: I've given my life to the Jedi order, but I'd only give up my life, for you.

PADME: (playfully) I wouldn't like that. I wouldn't like that one bit. Patience, my handsome Jedi . . . Come to me later.

ANAKIN embraces her, then looks at her.

ANAKIN: Are you all right? You're trembling. What's going on?

PADME: I'm just excited to see you.

ANAKIN: That's not it. I sense more . . . what is it?

PADME: Nothing . . . nothing . . .

ANAKIN: You're frightened. (a little angry) Tell me what's going on!

PADME begins to cry.

PADME: You've been gone five months . . . it's been very hard for me. I've never felt so alone. There's . . .

ANAKIN: . . . Is there someone else?

PADME: (peeved, angry) No! Why do you think that? Your jealousy upsets me so much, Anakin. I do nothing to betray you, yet you still don't trust me. Nothing has changed.

ANAKIN: (sheepish) I'm afraid of losing you, Padme . . . that's all.

PADME: I will never stop loving you, Anakin. My only fear is losing you.

ANAKIN: It's just that I've never seen you like this . . .

PADME: Something wonderful has happened.

They look at each other for a long moment.

PADME: (continuing) I'm . . . Annie, I'm pregnant.

ANAKIN is stunned. He thinks through all of the ramifications of this. He takes her in his arms.

ANAKIN: That's . . . that's wonderful.

PADME: What are we going to do?

ANAKIN: We're not going to worry about anything right now, all right? This is a happy moment. The happiest moment of my life.

71 EXT. UTAPAU-LANDING PLATFORM-DAY

A small NEIMOIDIAN SHUTTLE lands. BATTLE DROIDS surround the ramp as GENERAL GRIEVOUS descends onto the platform. SUPER BATTLE DROID G21 approaches.

SUPER BATTLE DROID G21: The planet is secure, sir. The population is under control.

GENERAL GRIEVOUS: Good. Where is the Separatist Council?

SUPER BATTLE DROID G21: This way, sir ...

GENERAL GRIEVOUS takes the elevator to an upper level. He enters a conference room and presses a series of buttons on the table, and bows.

72 INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY

A hologram of Darth Sidious appears.

GENERAL GRIEVOUS: Yes, Lord Sidious.

DARTH SlDIOUS: General Grievous, I suggest you move the Separatist leaders to Mustafar.

GENERAL GRIEVOUS: It will be done, My Lord.

DARTH SlDIOUS: The end of the war is near, General, and I promise you, victory is assured.

The hologram of Sidious talks to GRIEVOUS about the death of Count Dooku.

GENERAL GRIEVOUS: But the loss of Count Dooku?

DARTH SlDIOUS: His death was a necessary loss, which will ensure our victory. Soon I will have a new apprentice . . . one far younger and more powerful than Lord Tyranus.

73 INT. CORUSCANT-PADME'S APARTMENT-TWILIGHT

PADME stands in the balcony brushing her hair. ANAKIN leans against the wall, watching her lovingly.

ANAKIN: . . . every second I was thinking of you. Protecting the endless, nameless Outer Rim settlements became a torture . . . the battles were easy, the longing became unbearable . . . I've never been so happy as I am at this moment.

PADME: Annie, I want to have our baby back home on Naboo. We could go to the lake country where no one would know . . . where we would be safe. I could go early-and fix up the baby's room. I know the perfect spot, right by the gardens.

ANAKIN: You are so beautiful!

PADME: It's only because I'm so in love . . .

ANAKIN: No, it's because I'm so in love with you.

PADME: So love has blinded you?

ANAKIN: Well, that's not exactly what I meant . . .

PADME: But it's probably true!

They laugh.

ANAKIN: I haven't laughed in so long . . .

PADME: Neither have I.

74 INT. POLIS MASSA-MEDICAL CENTER-DREAM

The view is strangely distorted and disorienting. PADME is on a table in an alien medical chamber. She is giving birth and is screaming.

PADME: Anakin, help me! Help, Anakin! Anakin, I love you. I love you.

She screams and dies.

75 INT. CORUSCANT-PADME'S APARTMENT-BEDROOM-NIGHT

ANAKIN awakens in a panic. He is covered in sweat. He looks over in the bed and sees PADME sound asleep next to him. ANAKIN gets out from under the sheets and sits on the side of the bed. He is breathing heavily. He puts his head in his hands and weeps. He regains his composure and leaves the room down a set of stairs. PADME awakens, realizes Anakin is gone.

PADME: Anakin??

She gets out of bed and goes downstairs to look for him.

76 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-NIGHT

ANAKIN walks down a flight of stairs onto a large veranda. The vast city planet of Coruscant, smoldering from the battle, is spread out before him. He is distraught.
PADME descends the stairs and joins ANAKIN on the veranda. She takes his hand. He doesn't look at her.

PADME: What's bothering you?

ANAKIN: Nothing . . .

ANAKIN touches the japor snippet around PADME'S neck, that Anakin gave her when he was a small boy.

ANAKIN: (continuing) I remember when I gave this to you.

PADME: Anakin, how long is it going to take for us to be honest with each other?

ANAKIN: It was a dream.

PADME: Bad?

ANAKIN: Like the ones I used to have about my mother just before she died.

PADME: And?

ANAKIN: It was about you.

They look at each other. A moment of concern passes between them.

PADME: Tell me.

ANAKIN: It was only a dream.

PADME gives him a long, worried look. ANAKIN takes a deep breath.

ANAKIN: (continuing) You die in childbirth . . .

PADME: And the baby?

ANAKIN: I don't know.

PADME: It was only a dream.

ANAKIN takes PADME in his arms.

ANAKIN: . . . I won't let this one become real, Padme.

They embrace, then part.

PADME: Anakin, this baby will change our lives. I doubt the Queen will continue to allow me to serve in the Senate, and if the Council discovers you are the father, you will be expelled from the Jedi Order.

ANAKIN: I know �.

PADME: Anakin, do you think Obi-Wan might be able to help us?

ANAKIN: (suspicious) Have you told him anything?

PADME: No, but he's your mentor, your best friend . . . he must suspect something.

ANAKIN: He's been a father to me, but he's still on the Council. Don't tell him anything!

PADME: I won't, Anakin.

ANAKIN: I don't need his help . . . Our baby is a blessing, not a problem.

77 INT. CORUSCANT-JEDI TEMPLE-YODAS QUARTERS-DAY

YODA and ANAKIN sit in Yoda 's room, deep in thought.

YODA: Premonitions . . . premonitions . . . Hmmmm . . . these visions you have . . .

ANAKIN: They are of pain, suffering, death . . .

YODA: Yourself you speak of, or someone you know?

ANAKIN: Someone . . .

YODA: . . . close to you?

ANAKIN: Yes.

YODA: Careful you must be when sensing the future, Anakin. The fear of loss is a path to the dark side.

ANAKIN: I won't let these visions come true, Master Yoda.

YODA: Death is a natural part of life. Rejoice for those around you who transform into the Force. Mourn them, do not. Miss them, do not. Attachment leads to jealousy. The shadow of greed, that is.

ANAKIN: What must I do, Master Yoda?

YODA: Train yourself to let go of everything you fear to lose.

78 INT. CORUSCANT-JEDI TEMPLE-HALLWAY-DAY

ANAKIN hurries down a temple hallway, heading toward a Jedi Briefing Room. SEVERAL JEDI are exiting.

79 INT. CORUSCANT-JEDI TEMPLE-BRIEFING ROOM-DAY

ANAKIN rushes into the Briefing Room. By the time he reaches the Chamber, the last of the Jedi are leaving. Only OBI-WAN remains at the front of the lecture hall. He is shutting off some holograms and electronic charts and maps.

OBI-WAN: You missed the report on the Outer Rim sieges.

ANAKIN: I'm sorry, I was held up. I have no excuse.

OBI-WAN: In short, they are going very well. Saleucami has fallen, and Master Vos has moved his troops to Boz Pity.

ANAKIN: What's wrong then?

OBI-WAN: The Senate is expected to vote more executive powers to the Chancellor today.

ANAKIN: Well, that can only mean less deliberating and more action. Is that bad? It will make it easier for us to end this war.

OBI-WAN: Anakin, be careful of your friend Palpatine.

ANAKIN: Be careful of what?

OBI-WAN: He has requested your presence.

ANAKIN: What for?

OBI-WAN: He would not say.

ANAKIN: He didn't inform the Jedi Council? That's unusual, isn't it?

OBI-WAN: All of this is unusual, and it's making me feel uneasy. You're probably aware that relations between the Council and the Chancellor are stressed.

ANAKIN: I know the Council has grown wary of the Chancellor's power, mine also for that matter. Aren't we all working together to save the Republic? Why all this distrust?

OBI-WAN: The Force grows dark, Anakin, and we are all affected by it. Be wary of your feelings.

80 INT. CORUSCANT-CHANCELLOR'S OFFICE-DAY

ANAKIN stands with PALPATINE at his window overlooking the vastness of Coruscant. Several buildings have been destroyed. A brown haze hangs over the landscape.

PALPATINE: Anakin, this afternoon the Senate is going to call on me to take direct control of the Jedi Council.

ANAKIN: The Jedi will no longer report to the Senate?

PALPATINE: They will report to me . . . personally. The Senate is too unfocused to conduct a war. This will bring a quick end to things.

ANAKIN: I agree, but the Jedi Council may not see it that way.

PALPATINE: There are times when we must all endure adjustments to the constitution in the name of security.

ANAKIN: With all due respect, sir, the Council is in no mood for more constitutional amendments.

PALPATINE: Thank you, my friend, but in this case I have no choice . . . this war must be won.

ANAKIN: Everyone will agree on that.

PALPATINE: Anakin, I've known you since you were a small boy. I have advised you over the years when I could ... I am very proud of your accomplishments. You have won many battles the Jedi Council thought were lost . . . and you saved my life. I hope you trust me, Anakin.

ANAKIN: Of course.

PALPATINE: I need your help, son.

ANAKIN: What do you mean?

PALPATINE: I fear the Jedi. The Council keeps pushing for more control. They're shrouded in secrecy and obsessed with maintaining their autonomy . . . ideals. I find simply incomprehensible in a democracy.

ANAKIN: I can assure you that the Jedi are dedicated to the values of the Republic, sir.

PALPATINE: Nevertheless, their actions will speak more loudly than their words. I'm depending on you.

ANAKIN: For what? I don't understand.

PALPATINE: To be the eyes, ears, and voice of the Republic . . .

ANAKIN thinks about this.

PALPATINE: (continuing) Anakin . . . I'm appointing you to be my personal representative on the Jedi Council.

ANAKIN: Me? A Master? I am overwhelmed, sir, but the Council elects its own members. They will never accept this.

PALPATINE: I think they will . . . they need you more than you know.

81 INT. CORUSCANT-BAIL ORGANA'S OFFICE-DAY

PADME, BAIL ORGANA, and SENATORS MON MOTHMA, FANG ZAR, TERR TANEEL, and GIDDEAN DANU sit in Senator Organa 's office.

BAIL ORGANA: Now that he has control of the Jedi Council, the Chancellor has appointed Governors to oversee all star systems in the Republic.

FANG ZAR: When did this happen?

BAIL ORGANA: The decree was posted this morning.

PADME: Do you think he will dismantle the Senate?

MON MOTHMA: Why bother? As a practical matter, the Senate no longer exists.

GIDDEAN DANU: The constitution is in shreds. Amendment after amendment . . . executive directives, sometimes a dozen in one day.

BAIL ORGANA: We can't let a thousand years of democracy disappear without a fight.

EVERYONE looks at each other, a little worried at the implications of what was just said.

TERR TANEEL: What are you suggesting?

BAIL ORGANA: I apologize. I didn't mean to sound like a Separatist.

MON MOTHMA: We are not Separatists trying to leave the Republic. We are loyalists, trying to preserve democracy in the Republic.

BAIL ORGANA: It has become increasingly clear to many of us that the Chancellor has become an enemy of democracy.

PADME: I can't believe it has come to this! Chancellor Palpatine is one of my oldest advisors. He served as my Ambassador when I was Queen.

GlDDEAN DANU: Senator, I fear you underestimate the amount of corruption that has taken hold in the Senate.

MON MOTHMA: The Chancellor has played the Senators well. They know where the power lies, and they will do whatever it takes to share in it. Palpatine has become a dictator and we have helped him to do it.

BAIL ORGANA: We can't sit around debating any longer, we have decided to do what we can to stop it. Senator Mon Mothma and I are putting together an organization . . .

PADME: Say no more. Senator Organa. I understand. At this point, it's better to leave some things unsaid.

BAIL ORGANA: Yes. I agree and we must not discuss this with anyone, without everyone in this group agreeing.

MON MOTHMA: That means those closest to you . . . even family ... no one can be told.

They ALL nod their heads. PADME considers this for a moment.

PADME: Agreed.

82 INT. CORUSCANT-JEDI TEMPLE-HALLWAY OUTSIDE COUNCIL CHAMBERS-DAY

ANAKIN stands pensively in front of the Jedi Council Chambers. The door opens.

83 INT. CORUSCANT-JEDI TEMPLE-COUNCIL CHAMBERS-DAY

ANAKIN enters and stands in the middle of the room. He is surrounded by the Jedi Council MACE WINDU, EETH KOTH OBI-WAN, YODA, the HOLOGRAMS of PLO KOON and KI-ADI-MUNDI.

MACE: Anakin Skywalker, we have approved your appointment to the Council as the Chancellor's personal representative.

ANAKIN: I will do my best to uphold the principles of the Jedi Order.

YODA: Allow this appointment lightly, the Council does not. Disturbing is this move by Chancellor Palpatine.

ANAKIN: I understand.

MACE: You are on this Council, but we do not grant you the rank of Master.

Anakin reacts with anger.

ANAKIN: What? ! How can you do this?? This is outrageous, it's unfair . . . I'm more powerful than any of you. How can you be on the Council and not be a Master?

MACE: Take a seat, young Skywalker.

ANAKIN: Forgive me, Master.

ANAKIN goes and sits in one of the empty chairs. Everyone is embarrassed. KI-ADI-MUNDI WHO APPEARS AS A HOLOGRAM, speaks.

Kl-ADI-MUNDI: We have surveyed all systems in the Republic, and have found no sign of General Grievous.

YODA: Hiding in the Outer Rim, Grievous is. The outlying systems, you must sweep.

OBI-WAN: It may take some time . . . we do not have many ships to spare.

MACE: We cannot take ships from the front line.

OBI-WAN: And yet, it would be fatal for us to allow the droid armies to regroup.

YODA: Master Kenobi, our spies contact, you must, and then wait.

Kl-ADI-MUNDI: What about the droid attack on the Wookiees?

MACE: It is critical we send an attack group there, immediately!

OBI-WAN: He's right, that is a system we cannot afford to lose. It's the main navigation route for the southwestern quadrant.

ANAKIN: I know that system well. It would take us little time to drive the droids off that planet.

MACE: Skywalker, your assignment is here with the Chancellor, and Kenobi must find General Grievous.

YODA: Go, I will. Good relations with the Wookiees, I have.

MACE: It is settled then. Yoda will take a battalion of clones to reinforce the Wookiees on Kashyyyk. May the Force be with us all.

ANAKIN is disappointed.

84 INT. CORUSCANT-JEDI TEMPLE-MASSIVE MAIN HALLWAY AND ALCOVE-LATE AFTERNOON

ANAKIN and OBI-WAN walk through one of the massive Jedi Temple hallways. ANAKIN is furious.

ANAKIN: What kind of nonsense is this, put me on the Council and not make me a Master!?? That's never been done in the history of the Jedi. It's insulting!

OBI-WAN: Calm down, Anakin. You have been given a great honor. To be on the Council at your age . . . It's never happened before. Listen to me, Anakin. The fact of the matter is you're too close to the Chancellor. The Council doesn't like it when he interferes in Jedi affairs.

ANAKIN: I swear to you, I didn't ask to be put on the Council . . .

OBI-WAN: But it's what you wanted! Your friendship with Chancellor Palpatine seems to have paid off.

ANAKIN: That has nothing to do with this.

OBI-WAN: Anakin, regardless of how it happened, you find yourself in a delicate situation.

ANAKIN: You mean divided loyalties.

OBI-WAN: I warned you there was tension between the Council and the Chancellor. I was very clear. Why didn't you listen? You walked right into it.

ANAKIN: The Council is upset I'm the youngest to ever serve.

OBI-WAN: No, it is not. Anakin, I worry when you speak of jealousy and pride. Those are not Jedi thoughts. They're dangerous, dark thoughts.

ANAKIN: Master, you of all people should have confidence in my abilities. I know where my loyalties lie.

OBI-WAN: I hope so . . .

ANAKIN: I sense there's more to this talk than you're saying.

OBI-WAN: Anakin, the only reason the Council has approved your appointment is because the Chancellor trusts you.

ANAKIN: And?

OBI-WAN: Anakin, look, I am on your side. I didn't want to see you put in this situation.

ANAKIN: What situation?

OBI-WAN: (takes a deep breath) The Council wants you to report on all of the Chancellor's dealings. They want to know what he's up to.

ANAKIN: They want me to spy on the Chancellor? That's treason!

OBI-WAN: We are at war, Anakin. The Jedi Council is sworn to uphold the principles of the Republic, even if the Chancellor does not.

ANAKIN: Why didn't the Council give me this assignment when we were in session?

OBI-WAN: This assignment is not to be on record. The Council asked me to approach you on this personally.

ANAKIN: The Chancellor is not a bad man, Obi-Wan. He befriended me. He's watched out for me ever since I arrived here.

OBI-WAN: That is why you must help us, Anakin. Our allegiance is to the Senate, not to its leader who has managed to stay in office long after his term has expired.

ANAKIN: Master, the Senate demanded that he stay longer.

OBI-WAN: Yes, but use your feelings, Anakin. Something is out of place.

ANAKIN: You're asking me to do something against the Jedi Code. Against the Republic. Against a mentor . . . and a friend. That's what's out of place here. Why are you asking this of me?

OBI-WAN: The Council is asking you.

85 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY

A JEDI GUNSHIP heads for the huge Clone landing platform.

86 INT. CORUSCANT-JEDI GUNSHIP-DAY

YODA, MACE, and OBI-WAN ride in the GUNSHIP as it heads for the Clone landing platform. Mace and Obi-Wan are sitting.

OBI-WAN : Anakin did not take to his assignment with much enthusiasm.

YODA: Too much under the sway of the Chancellor, he is. Much anger there is in him. Too much pride in his powers.

MACE: It's very dangerous, putting them together. I don't think the boy can handle it. I don't trust him.

OBI-WAN: He'll be all right. I trust him with my life.

MACE:I wish I did.

OBI-WAN: With all due respect, Master, is he not the Chosen One? Is he not to destroy the Sith and bring balance to the Force?

MACE: So the prophecy says.

YODA: A prophecy . . . that misread could have been.

OBI-WAN: He will not let me down. He never has.

YODA: I hope right you are. And now destroy the Droid armies on Kashyyyk, I will. May the Force be with you.

The GUNSHIP lands and the ramp lowers. YODA exits the GUNSHIP. MACE and OBI-WAN stand and give him a brief bow then take off in the GUNSHIP.

87 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-SUNSET

Padme's Speeder pulls up to the landing platform. CAPTAIN TYPHO escorts PADME onto the veranda, where TWO HANDMAIDENS (ELLE and MOTEE) are waiting. PADME turns to CAPTAIN TYPHO.

PADME: Thank you, Captain.

CAPTAIN TYPHO: Rest well. My Lady.

CAPTAIN TYPHO gets back into the Speeder, and it disappears into the cityscape. The HANDMAIDENS, Motee and Elle, approach PADME as the SHADOW OF A FIGURE moves in the background. C-3PO is standing nearby.

PADME: I'll be up in a while.

MOTEE: Yes, my lady.

C-3PO stands, confused, as the HANDMAIDENS turn and exit.

C-3PO: Is there anything I might do for you, my lady?

PADME: Yes, make sure all the security droids are working. Thank you, Threepio.

The golden droid turns and exits.

PADME stands and watches the sunset. The SHADOWY FIGURE moves toward her. She senses something.

ANAKIN: Beautiful, isn't it?

PADME jumps and turns around.

PADME: You startled me.

He sits next to her on the bench.

ANAKIN: How are you feeling?

PADME: He keeps kicking.

ANAKIN: He?! Why do you think it's a boy?

PADME: (laughs) My motherly intuition.

She puts his hand on her belly.

ANAKIN: Whoa! With a kick that strong, it's got to be a girl.

They laugh.

PADME: I heard about your appointment. Anakin. I'm so proud of you.

ANAKIN: I may be on the Council, but . . . they refused to accept me as a Jedi Master.

PADME: Patience. In time, they will recognize your skills.

ANAKIN: They still treat me as if I were a Padawan learner. . . they fear my power, that's the problem.

PADME: Anakin . . .

ANAKIN: Sometimes, I wonder what's happening to the Jedi Order . . . I think this war is destroying the principles of the Republic.

PADME: Have you ever considered that we may be on the wrong side?

ANAKIN: (suspicious) What do you mean?

PADME: What if the democracy we thought we were serving no longer exists, and the Republic has become the very evil we have been fighting to destroy?

ANAKIN: I don't believe that. And you're sounding like a Separatist!

PADME: Anakin, this war represents a failure to listen . . . Now, you're closer to the Chancellor than anyone. Please, please ask him to stop the fighting and let diplomacy resume.

ANAKIN: (growing angry) Don't ask me to do that, Padme. Make a motion in the Senate, where that kind of a request belongs. I'm not your errand boy. I'm not anyone's errand boy!

PADME: What is it?

ANAKIN: Nothing.

PADME: Don't do this . . . don't shut me out. Let me help you.

ANAKIN: You can't help me . . . I'm trying to help you.

They look in each other's eyes.

ANAKIN: (continuing) I sense . . . there are things you are not telling me.

PADME is startled at this.

PADME: I sense there are things you are not telling me.

PADME smiles. ANAKIN is a little embarrassed.

PADME: (continuing) Hold me . . . like you did by the lake on Naboo, so long ago . . . when there was nothing but our love ... No politics, no plotting ... no war.

88 INT. CORUSCANT-GALAXIES OPERA HOUSE-NIGHT

ANAKIN lands his speeder and exits.
ANAKIN runs up the stairs at the Galaxies Opera House.
ANAKIN runs through the hallway and enters Palpatine's box, where the CHANCELLOR is sitting with Mas Amedda and Sly-Moore, watching the Man Calamari Ballet doing "Squid Lake."

ANAKIN: You wanted to see me, Chancellor.

PALPATINE: Yes, Anakin! Come closer. I have good news. Our Clone Intelligence Units have discovered the location of General Grievous. He is hiding in the Utapau system.

ANAKIN: At last, we'll be able to capture that monster and end this war.

PALPATINE: I would worry about the collective wisdom of the Council if they didn't select you for this assignment. You are the best choice by far � but, they can't always be trusted to do the right thing.

ANAKIN: They try.

PALPATINE: Sit down, (to his aides) Leave us.

ANAKIN sits next to PALPATINE. The Chancellor leans over to him.

PALPATINE: (continuing) Anakin, you know I'm not able to rely on the Jedi Council. If they haven't included you in their plot, they soon will.

ANAKIN: I'm not sure I understand.

PALPATINE: You must sense what I have come to suspect . . . the Jedi Council want control of the Republic . . . they're planning to betray me.

ANAKIN: I don't think . . .

PALPATINE: Anakin, search your feelings. You know, don't you?

ANAKIN: I know they don't trust you . . .

PALPATINE: Or the Senate . . . or the Republic . . . or democracy for that matter.

ANAKIN: I have to admit my trust in them has been shaken.

PALPATINE: Why? They asked you to do something that made you feel dishonest, didn't they?

ANAKIN doesn't say anything. He simply looks down.

PALPATINE: (continuing) They asked you to spy on me, didn't they?

ANAKIN: I don't know ... I don't know what to say.

PALPATINE: Remember back to your early teachings. Anakin. "All those who gain power are afraid to lose it." Even the Jedi.

ANAKIN: The Jedi use their power for good.

PALPATINE: Good is a point of view, Anakin. And the Jedi point of view is not the only valid one. The Dark Lords of the Sith believe in security and justice also, yet they are considered by the Jedi to be. . .

ANAKIN: . . . evil.

PALPATINE: . . . from a Jedi's point of view. The Sith and the Jedi are similar in almost every way, including their quest for greater power. The difference between the two is the Sith are not afraid of the dark side of the Force. That is why they are more powerful.

ANAKIN: The Sith rely on their passion for their strength. They think inward, only about themselves.

PALPATINE: And the Jedi don't?

ANAKIN: The Jedi are selfless . . . they only care about others.

PALPATINE smiles.

PALPATINE: Or so you've been trained to believe. Why is it, then, that they have asked you to do something you feel is wrong?

ANAKIN: I'm not sure it's wrong.

PALPATINE: Have they asked you to betray the Jedi code? The Constitution? A friendship? Your own values? Think. Consider their motives. Keep your mind clear of assumptions. The fear of losing power is a weakness of both the Jedi and the Sith.

ANAKIN is deep in thought.

PALPATINE: (continuing) Did you ever hear the tragedy of Darth Plagueis "the wise"?

ANAKIN: No.

PALPATINE: I thought not. It's not a story the Jedi would tell you. It's a Sith legend. Darth Plagueis was a Dark Lord of the Sith, so powerful and so wise he could use the Force to influence the midi-chlorians to create life ... He had such a knowledge of the dark side that he could even keep the ones he cared about from dying.

ANAKIN: He could actually save people from death?

PALPATINE: The dark side of the Force is a pathway to many abilities some consider to be unnatural.

ANAKIN: What happened to him?

PALPATINE: He became so powerful . . . the only thing he was afraid of was losing his power, which eventually, of course, he did. Unfortunately, he taught his apprentice everything he knew, then his apprentice killed him in his sleep. (smiles) Plagueis never saw it coming. It's ironic he could save others from death, but not himself.

ANAKIN: Is it possible to learn this power?

PALPATINE: Not from a Jedi.

89 EXT. KASHYYYK-DAY

A WOOKIEE CATAMARAN flanked by WOOKIEE HELICOPTERS approaches the tree housing the HOLOGRAM AREA.

90 INT. KASHYYYK-HOLOGRAM AREA-DAY

YODA and various JEDI speak via hologram. The discussion includes OBI-WAN, MACE, AGEN KOLAR, YODA- KI-ADI-MUNDI and PLO KOON.

Kl-ADI-MUNDI: (holo) Palpatine thinks General Grievous is on Utapau. We have had no reports of this from our agents.

MACE: (holo) How could the Chancellor have come by this information and we know nothing about it? We have had contact with Baron Papanoida and he said no one was there.

ANAKIN: A partial message was intercepted in a diplomatic packet from the Chairman of Utapau.

YODA: Act on this, we must. The capture of General Grievous will end this war. Quickly and decisively we should proceed.

OBI-WAN: Does everyone agree?

All the JEDI concur.

ANAKIN: The Chancellor has requested that I lead the campaign.

They all look at ANAKIN a bit disturbed.

MACE: (a little peeved) The Council will make up its own mind who is to go, not the Chancellor.

Kl-ADI-MUNDI: Yes, this decision is ours to make.

ANAKIN is embarrassed and becomes sullen.

YODA: A Master is needed, with more experience.

MACE: Given our resources, I recommend we send only one Jedi . . . Master Kenobi.

ANAKIN: He was not so successful the last time he met Grievous.

OBI-WAN throws ANAKIN a dirty look.

ANAKIN: (continuing) No offense, my Master, but I'm only stating a fact.

OBI-WAN: Oh no, you're quite right, but I do have the most experience with his ways of combat.

YODA: Obi-Wan, my choice is.

Kl-ADI-MUNDI: I concur. Master Kenobi should go.

YODA: I agree.

All the JEDI concur.

MACE: Very well. Council is adjourned.

ANAKIN is angry.

MACE: (continuing) Obi-Wan, prepare two clone brigades as quickly as you can. If this report is true, there's no telling how many battle droids he may have with him.

91 INT. KASHYYYK-HOLOGRAM AREA-DAY

YODA gets out of his chair and walks to the edge of the platform.

CLONE COMMANDER GREE: The droids have started up their main power generators.

YODA: Then now the time is, Commander.

CLONE COMMANDER GREE: Yes, sir.

The battle begins.

92 EXT. KASHYYYK-BEACH HEAD-DAY

A WOOKIEE CHIEFTAIN lets out a roar as the Wookiee army rushes to face the DROID ARMY. CORPORATE ALLIANCE TANK DROIDS race across the water against the WOOKIEES and CLONE TROOPERS on the beach. DROID GUNSHIPS provide air support, while a SPIDER DROID emerges from the watery depths. A brave WOOKIEE places an explosive on a SEPARATIST TANK and jumps off just before the TANK EXPLODES. From the Hologram Area, Yoda observes the ongoing battle.

93 EXT. CORUSCANT-PADME'S APARTMENT-EARLY MORNING

Padme's apartment building is surrounded by the smog-shrouded city of Coruscant.

94 INT. CORUSCANT-PADME'S APARTMENT-LIVING ROOM-EARLY MORNING

PADME and OBI-WAN sit on one of the couches.

OBI-WAN: Has Anakin been to see you?

PADME: Several times . . . I was so happy to hear he was accepted on the Jedi Council.

OBI-WAN: I know ... he deserves it. He is impatient, strong willed, very opinionated, but truly gifted.

They laugh.

PADME: You're not just here to say hello. Something is wrong, isn't it?

OBI-WAN: You should be a Jedi, Padme.

PADME: You're not very good at hiding your feelings.

OBI-WAN: It's Anakin . . . He's becoming moody and detached. He's been put in a difficult position as the Chancellor's representative . . . but I think it's more than that. I was hoping he may have talked to you.

PADME: Why would he talk to me about his work?

OBI-WAN studies her.

OBI-WAN: Neither of you is very good at hiding your feelings either.

PADME: Don't give me that look.

OBI-WAN: I know how he feels about you.

PADME: (nervous) What did he say?

OBI-WAN: Nothing. He didn't have to.

PADME is a little flustered. She stands and Obi-Wan follows. She walks to the balcony.

PADME: I don't know what you're talking about.

OBI-WAN: I know you both too well. I can see you two are in love. Padme, I'm worried about him.

PADME looks down and doesn't answer.

OBI-WAN: (continuing) I fear your relationship has confused him. He's changed considerably since we returned . . .

They stand on the balcony and look off at the early morning city. OBI-WAN starts to leave. PADME stays looking off into the distant city.

OBI-WAN: (continuing) Padme, I'm not telling the Council about any of this. I ... I hope I didn't upset you. We're all friends, I care about both of you . . .

PADME: Thank you, Obi-Wan.

OBI-WAN: Please do what you can to help him.

95 INT. CORUSCANT-PADME'S APARTMENT-DAY

PADME, MON MOTHMA, and five other Senators (BANA BREEMU, FANG ZAR. CHI EEKWAY, GIDDEAN DANU, BAIL ORGANA) sit in Padme's living room. C-3PO serves drinks to the guests.

PADME: We cannot let this turn into another war.

BAIL ORGANA: Absolutely, that is the last thing we want.

MON MOTHMA: We are hoping to form an alliance in the Senate to stop the Chancellor from further subverting the constitution, that's all.

PADME: I know a Jedi I feel it would be wise to consult.

BANA BREEMU: That would be dangerous.

MON MOTHMA: We don't know where the Jedi stand in all this.

PADME: I only wish to discuss this with one . . . one I trust.

GiDDEAN DANU: Going against the Chancellor without the support of the Jedi is risky.

PADME: The Jedi aren't any happier with the situation than we are . . .

CHI EEKWAY: Patience, Senator.

FANG ZAR: We have so many Senators on our side, surely that will pursuade the Chancellor.

BANA BREEMU: When you present the "petition of the two thousand" to the Chancellor, things may change.

BAIL ORGANA: Let us see what we can accomplish in the Senate, before we include the Jedi.

PADME takes a deep breath in frustration and disappointment.

96 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY

ANAKIN and OBI-WAN walk onto a landing platform overlooking a docking bay where THOUSANDS OF CLONE TROOPS and armored weapons, tanks, etc., are being loaded onto a massive REPUBLIC ASSAULT SHIP.

ANAKIN: You're going to need me on this one, Master.

OBI-WAN: Oh, I agree. However it may turn out just to be a wild bantha chase.

OBI-WAN starts to turn and leave.

ANAKIN: Master!

OBI-WAN stops and ANAKIN walks over to him.

ANAKIN: (continuing) Master, I've disappointed you. I have not been very appreciative of your training . . . I have been arrogant and I apologize . . . I've just been so frustrated with the Council. Your friendship means everything to me.

OBI-WAN: You are strong and wise, Anakin, and I am very proud of you. I have trained you since you were a small boy. I have taught you everything I know. And you have become a far greater Jedi than I could ever hope to be, and you have saved my life more times than I can remember. But be patient, Anakin. It won't be long before the Council makes you a Jedi Master.

OBI-WAN starts down the ramp, then turns back.

OBI-WAN: (continuing) Don't worry. I have enough clones with me to take three systems the size of Utapau. I think I'll be able to handle the situation . . . even without your help.

ANAKIN: Well, there's always a first time.

OBI-WAN laughs.

They talk for a few more minutes before ANAKIN watches OBI-WAN depart.

ANAKIN: Obi-Wan, may the Force be with you.

OBI-WAN: Good-bye, old friend. May the Force be with you.

OBI-WAN heads down a ramp toward the waiting Republic cruiser.

97 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY

The Republic cruiser lifts off and heads for space.

98 INT. REPUBLIC BATTLE CRUISER-HANGAR-SPACE

CLONE TROOPERS stand at attention in rows on the floor of the hangar deck, waiting to board landing craft. OBI-WAN stands next to his BLUE JEDI FIGHTER- talking to SEVERAL CLONE COMMANDERS with their helmets off. A hologram of the planet Utapau is projected by R4-G9 into the middle of the hangar.

CLONE COMMANDER CODY: Fortunately, most of the cities are concentrated on this small continent here . . . on the far side.

OBI-WAN: I'll keep them distracted until you get there. Just don't take too long.

CLONE COMMANDER CODY: Come on, boss, when have I ever let you down?

They laugh.

OBI-WAN: (laughing) Cato Nemoidia . . . for starters.

OBI-WAN climbs into his Jedi Fighter.

CLONE COMMANDER CODY: That was Anakin who was late. I believe.

OBI-WAN: Very well, the burden is on me not to destroy all the droids before you get there.

CLONE COMMANDER CODY: I'm counting on you.

99 EXT. JEDI FIGHTER-SPACE

OBI-WAN blasts the BLUE JEDI FIGHTER out of the Republic Battle Cruiser and into the hyperspace ring. He heads for the planet Utapau.

100 EXT. CORUSCANT-CITYSCAPE-CHANCELLOR'S TRANSPORT-DAY

The Chancellor's Transport races through the city and heads for the Senate Office Building landing platform. Waiting on the landing platform is a LONE JEDI. The Transport lands, and CHANCELLOR PALPATINE emerges with FOUR ROYAL GUARDS and MAS AMEDDA. The FOUR ROYAL GUARDS move off in another direction as PALPATINE greets ANAKIN, who has been waiting for him.

PALPATINE: Well, Anakin, did you see your friend off?

ANAKIN: He will soon have Grievous's head.

PALPATINE: We can only hope the Council didn't make a mistake.

ANAKIN: The Council was very sure in its decision.

They exit the landing platform.

101 INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-DAY

They enter the main hallway of the Senate Office Building. They pass SEVERAL SENATORS, including REPRESENTATIVE JAR JAR BINKS from Naboo.

JAR JAR: Helloo Annie. Good en to see yousa . . .

The Gungan waves to Anakin.

ANAKIN: Hi, Jar Jar.

JAR JAR: Oopsin da Chancellor!! So sorry, Your Highness, sir.

Anakin turns back to the Chancellor.

PALPATINE: There are rumors in the Senate about Master Kenobi. Many believe he is not fit for this assignment.

ANAKIN: Not fit? Why would anyone think that?

PALPATINE: They say his mind has become fogged by the influence of a certain female Senator.

ANAKIN: That's ridiculous. Who?!?

PALPATINE: (slyly) No one knows who she is ... only that she is a Senator.

ANAKIN: That's impossible. I would know.

PALPATINE: Sometimes the closest are the ones who cannot see.

ANAKIN becomes worried.

PALPATINE: (continuing) Idle Senate gossip is rarely true and never accurate. I'm sure your Master will do fine.

102 INT. POLIS MASSA-MEDICAL CENTER-DREAM

PADME calls out in pain. OBI-WAN is near her and softly speaks to her.

OBI-WAN: Save your energy.

PADME: I can't!

OBI-WAN: Don't give up, Padme. Don't give up . . .

103 INT. CORUSCANT-PADME'S APARTMENT-LANDING ROOM-DAY

ANAKIN is in the living room, working. He sits on the couch where Obi-Wan was sitting. PADME enters and crosses behind him.

ANAKIN: I sense someone familiar . . . Obi-Wan's been here, hasn't he?

PADME: He came by this morning.

ANAKIN: What did he want?

PADME looks at him for a moment. ANAKIN seems tense.

PADME: He's worried about you.

ANAKIN: You told him about us, didn't you?

She continues to walk to the bedroom, he follows.

PADME: He's your best friend, Anakin. He says you're under a lot of stress.

ANAKIN: And he's not?

PADME: You have been moody lately.

ANAKIN: I'm not moody . . .

PADME: Anakin! Don't do this again.

ANAKIN: I don't know ... I feel . . . lost.

PADME: Lost? What do you mean? You're always so sure of yourself. I don't understand.

ANAKIN: Obi-Wan and the Council don't trust me.

PADME: They trust you with their lives. Obi-Wan loves you as a son.

ANAKIN: Something's happening . . . I'm not the Jedi I should be. I am one of the most powerful Jedi, but I'm not satisfied ... I want more, and I know I shouldn't.

PADME: You expect too much of yourself.

They stop in front of the window in the bedroom. ANAKIN puts his hand on her belly.

ANAKIN: I have found a way to save you.

PADME: Save me?

ANAKIN: From my nightmares.

PADME: Is that what's bothering you?

ANAKIN: I won't lose you, Padme.

PADME: I'm not going to die in childbirth, Annie. I promise you.

ANAKIN: No, I promise you! I am becoming so powerful with my new knowledge of the Force, I will be able to keep you from dying.

PADME looks ANAKIN in the eye.

PADME: You don't need more power, Anakin. I believe you can protect me against anything, just as you are.

They embrace and kiss.

104 EXT. UTAPAU-SPACE

OBI-WAN blasts out of the BLUE JEDI FIGHTER's hyperspace ring and heads for the planet Utapau. The BLUE FIGHTER skims over the planet's surface, flat except for a few giant sinkholes.

105 INT. UTAPAU-LANDING PLATFORM-DAY

OBI-WAN lands his ship on a Platform projecting out of the side of a giant sinkhole. All is quiet. A local administrator, TION MEDON, comes out to greet the ship. OBI-WAN climbs out of his Fighter as a SHORT GROUND CREW looks over his ship. On a ledge above the landing platform, GRIEVOUS's BODYGUARDS watch as OBI-WAN talks to TION MEDON.

TlON MEDON: Greetings, young Jedi. What brings you to our remote sanctuary?

OBI-WAN: Unfortunately, the war.

TlON MEDON: There is no war here unless you've brought it with you.

OBI-WAN: With your kind permission, I should like some fuel and to use your city as a base as I search nearby systems for General Grievous.

A GROUND CREW rushes out and refuels Obi-Wan�s Fighter. TION MEDON leans close to OBI-WAN and speaks quietly.

TlON MEDON: He is here! We are being held hostage. They are watching us.

OBI-WAN: I understand.

TlON MEDON: The tenth level . . . thousands of Battle Droids . . .

OBI-WAN: Tell your people to take shelter. If you have warriors, now is the time.

OBI-WAN starts back toward his Starfighter as TION MEDON leaves the Landing Platform. GRIEVOUS's BODYGUARDS retreat from the overhead platform. OBI-WAN climbs back into his BLUE JEDI FIGHTER. His Astro Unit (R4-G9) turns to him:

OBI-WAN: (continuing) Geenine, take the Fighter back to the ship. I'm staying here. Tell Cody I've made contact.

The little Astro Droid BEEPS a reply.

106 EXT. UTAPAU-OBSERVATION DECK-DAY

On a high balcony, TION MEDON looks down on the landing platform. A few steps behind him stands one of GENERAL GRIEVOUS's BODYGUARDS. They watch the canopy lower.

TlON MEDON: I told you, all he wanted was fuel.

BODYGUARD: What was his name?

TlON MEDON: He didn't say.

They watch as the BLUE JEDI FIGHTER takes off.

107 INT. UTAPAU-LANDING PLATFORM-HALLWAY-DAY

OBI-WAN also watches his ship take off. He is hiding in the hallway. He quietly moves farther into the city.

108 EXT. UTAPAU STAIRWAY-SINKHOLE RIM-DAY

OBI-WAN quickly rushes up a stairway cut into the side of the sinkhole. It's hard to see him. In an alcove, he carefully surveys the city, then quickly moves on.

109 INT. UTAPAU-CITY-DRAGON CORRAL-DAY

OBI-WAN makes his way through the city, looking up at the tenth level with electro-binoculars from his utility belt. He tries to figure out how he is going to get up there. He hears strange bellowing cries and he investigates.
He comes across a corral filled with about half a dozen DRAGON-LIKE LIZARDS. SEVERAL WRANGLERS are standing around.
OBI-WAN walks up to the WRANGLERS and uses the Force with his slight hand movements.

OBI-WAN: I need transportation.

WRANGLER: (subtitled, in native tongue) You need transportation.

OBI-WAN: Get it for me.

WRANGLER: (subtitled, in native tongue) I will get it for you.

One of the WRANGLERS turns to the others and chatters away in his strange tongue. OBI-WAN walks along the line of DRAGON/LIZARDS, checking out each one. He looks at their teeth, legs, etc. Finally he pats one on the neck.

OBI-WAN: This one.

The WRANGLER brings the chosen one over to him.

WRANGLER: Boga. She answers to Boga.

OBI-WAN: Good girl, Boga.

OBI-WAN swings onto the back of the LIZARD. The beast rears up and scurries outside to the edge of the sinkhole.

110 EXT. UTAPAU-SINKHOLE WALL-LIZARD-DAY

The LIZARD BOGA rears up on her hind legs again, then climbs the wall of the sheer cliff and starts moving up toward the tenth level. The city appears to be deserted. OBI-WAN is alert to any movement.

111 INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY

GENERAL GRIEVOUS stands before the COUNCIL OF SEPARATISTS, including NUTE GUNRAY, RUNE HAAKO. POGGLE THE LESSER, SHU MAI, SAN HILL PO NUDO, WAT TAMBOR, and PASSEL ARGENTE. OBI-WAN hides above the assembly and watches intently.

GENERAL GRIEVOUS: It won't be long before the armies of the Republic track us here. I am sending you to the Mustafar system in the Outer Rim. It is a volcanic planet which generates a great deal of scanning interference. You will be safe there.

NUTE GUNRAY: Safe? Chancellor Palpatine managed to escape your grip, General, without Count Dooku. I have doubts about your ability to keep us safe.

GENERAL GRIEVOUS: Be thankful, Viceroy, you have not found yourself in my grip . . . Your ship is waiting.

OBI-WAN is deep in thought.

112 INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY

The JEDI removes his cloak and jumps down behind the GENERAL.

OBI-WAN: Hello, there!

GENERAL GRIEVOUS: General Kenobi, you are a bold one. I find your behavior bewildering . . . Surely you realize you're doomed, (to droids) Kill him!

About a HUNDRED BATTLE DROIDS surround OBI-WAN, GENERAL GRIEVOUS, and his BODYGUARDS. OBI-WAN looks around, then walks right up to GENERAL GRIEVOUS.
They stare at each other for a moment.

GENERAL GRIEVOUS: Enough of this.

The BODYGUARDS raise their power staffs to knock OBI-WAN away, but OBI-WAN ducks as the deadly staffs whistle over his head. The Jedi's lightsaber ignites, and OBI-WAN deftly cuts one BODYGUARD in two. His staff flies into the air and is caught by GENERAL GRIEVOUS. The other THREE BODYGUARDS attack OBI-WAN with an intense fury.
OBI-WAN uses the Force to release apiece of equipment from the ceiling. It drops on the BODYGUARDS, smashing them. OBI-WAN walks toward GRIEVOUS, slashing the last BODYGUARD to pieces. BATTLE DROIDS move toward OBI-WAN.

GENERAL GRIEVOUS: Back away. I will deal with this Jedi slime myself.

OBI-WAN: Your move.

GENERAL GRIEVOUS: You fool. I have been trained in your Jedi arts by Count Dooku himself. Attack, Kenobi.

His arms separate and grab all four lightsabers on his belt. His four arms create a flashing display of swordsmanship.

OBI-WAN: You forget I trained the Jedi that defeated Count Dooku!

OBI-WAN is hard-pressed to defend himself against the deadly onslaught. They fight across the control room as the BATTLE DROID SHARPSHOOTERS try to pick off the Jedi. OBI-WAN mounts a ferocious counterattack and cuts off one of GRIEVOUS's hands. A loud EXPLOSION is heard echoing throughout the sinkhole. GENERAL GRIEVOUS and OBI-WAN glance to the entrance of the control center and see CLONE TROOPS in the distance, attacking DROIDS in the sinkhole. On the far wall of the sinkhole, CLONES can be seen rappelling onto balconies.

OBI-WAN: I may not defeat your droids, but my troops certainly will.

GENERAL GRIEVOUS: Army or not, you must realize you are doomed.

OBI-WAN: I don't think so.

TWENTY CLONES suddenly rappel into the entrance of the control center, ray guns blazing. Chaos. Laser bolts fly everywhere as the DROIDS return fire. OBI-WAN attacks GENERAL GRIEVOUS, who defends himself rigorously with one of his bodyguard's electro-staffs. OBI-WAN uses the Force to hurl GENERAL GRIEVOUS backwards. He falls onto a lower platform and OBI-WAN jumps down after him.

113 INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY

More CLONES rappel into the control center and blast away at the remaining DROIDS.
The JEDI cuts down several DROIDS as he races to the entrance of the control center. OBI-WAN spots GENERAL GRIEVOUS racing toward one of the landing platforms in the midst of the battle. GENERAL GRIEVOUS jumps onto a WHEEL SCOOTER and takes off down the wall of the sinkhole. OBI-WAN whistles for his LIZARD BOGA, who runs to him. OBI-WAN jumps on.

114 EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY

The chase begins. Obi-Wan drops his lightsaber while riding Boga.

115 EXT. CORUSCANT-SENATE OFFICE BUILDING-SUNSET

The sun is setting as the lights come on in the massive Senate Office Building. The sky is red.

116 INT. CORUSCANT-CHANCELLOR'S OFFICE-SUNSET

PALPATINE listens to a delegation from the Senate, which includes PADME and five other Senators: NEE ALAVAR, FANG ZAR, MALEDEE, SWEITT CONCORKILL, and MON CALAMARI. ANAKIN stands to one side of PALPATINE.

PALPATINE: I understand your reservations completely, Senator, and I assure you the appointment of Governors will in no way compete with the duties of the Senate.

PADME: May I take it then, that there will be no further amendments to the Constitution?

PALPATINE: I want this terrible conflict to end as much as you do, My Lady, and when it does I guarantee an immediate return to democracy . . .

PADME: You are pursuing a diplomatic solution to the war, then.

PALPATINE: You must trust me to do the right things, Senator. That is why I am here.

FANGZAR: But surely . . .

The Chancellor turns on FANG ZAR.

PALPATINE: I have said I will do what is right, that should be enough for your . . . committee.

PADME: On behalf of the "delegation of two thousand," I thank you, Chancellor.

PALPATINE: I thank you for bringing this to my attention, Senator.

PADME gives ANAKIN a frustrated look, then turns and exits with the other FIVE SENATORS. PALPATINE turns to ANAKIN.

PALPATINE: (continuing) Their sincerity is to be admired, although I sense there is more to their request than they are telling us.

ANAKIN: What do you mean?

PALPATINE: They are not to be trusted.

ANAKIN: Surely Senator Amidala can be trusted . . .

PALPATINE: These are unstable times for the Republic, Anakin. Some see instability as an opportunity. Senator Amidala is hiding something. I can see it in her eyes.

ANAKIN: I'm sure you're mistaken.

PALPATINE: I'm surprised your Jedi insights are not more sensitive to such things.

ANAKIN: I simply don't sense betrayal in Senator Amidala.

PALPATINE studies ANAKIN carefully and gives him a skeptical look.

PALPATINE: Yes, you do, but you don't seem to want to admit it. There is much conflict in you, Anakin.

117 INT. CORUSCANT-JEDI WAR ROOM-EARLY EVENING

KI-ADI-MUNDI, ANAKIN, YODA, MACE, CLONE COMMANDER CODY, and AAYLA SECURA talk via holograms.

CLONE COMMANDER CODY: Master Windu, may I interrupt? General Kenobi has made contact with General Grievous, and we
have begun our attack.

MACE WlNDU: Thank you, Commander. Anakin, deliver this report to the Chancellor. His reaction will give us a clue to his
intentions.

ANAKIN: Yes, Master.

ANAKIN leaves the room. COMMANDER CODY's hologram disappears.

MACE WINDU: I sense a plot to destroy the Jedi. The dark side of the Force surrounds the Chancellor.

Kl-ADI-MUNDI: If he does not give up his emergency powers after the destruction of Grievous, then he should be removed from
office.

MACE WiNDU: That could be a dangerous move ... the Jedi Council would have to take control of the Senate in order to secure a peaceful transition . . .

Kl-ADI-MUNDI: . . . and replace the Congress with Senators who are not filled with greed and corruption.

YODA: To a dark place this line of thought will carry us. Hmmmmm. . . . great care we must take.

118 INT. CORUSCANT-CHANCELLOR'S OFFICE-EARLY EVENING

ANAKIN brings news to PALPATINE.

ANAKIN: Chancellor, we have just received a report from Master Kenobi. He has engaged General Grievous.

PALPATINE: We can only hope that Master Kenobi is up to the challenge.

ANAKIN: I should be there with him.

PALPATINE: It is upsetting to me to see that the Council doesn't seem to fully appreciate your talents. Don't you wonder why they won't make you a Jedi Master?

ANAKIN: I wish I knew. More and more I get the feeling that I am being excluded from the Council. I know there are things about the Force that they are not telling me.

PALPATINE: They don't trust you, Anakin. They see your future. They know your power will be too strong to control. Anakin, you must break through the fog of lies the Jedi have created around you. Let me help you to know the subtleties of the Force.

They walk into the hallway.

ANAKIN: How do you know the ways of the Force?

PALPATINE: My mentor taught me everything about the Force . . . even the nature of the dark side.

They stop.

ANAKIN: You know the dark side?!?

PALPATINE: Anakin, if one is to understand the great mystery, one must study all its aspects, not just the dogmatic, narrow view of the Jedi. If you wish to become a complete and wise leader, you must embrace a larger view of the Force. Be careful of the Jedi, Anakin. (pausing) They fear you. In time they will destroy you. Let me train you.

ANAKIN: I won't be a pawn in your political game. The Jedi are my family.

PALPATINE: Only through me can you achieve a power greater than any Jedi. Learn to know the dark side of the Force, Anakin, and you will be able to save your wife from certain death.

ANAKIN: What did you say?

PALPATINE: Use my knowledge, I beg you . . .

ANAKIN: You're a Sith Lord!

ANAKIN ignites his lightsaber.

PALPATINE: I know what has been troubling you . . . Listen to me. Don't continue to be a pawn of the Jedi Council! Ever since I've known you, you've been searching for a life greater than that of an ordinary Jedi . . . a life of significance, of conscience.

ANAKIN: You're wrong!

PALPATINE: Are you going to kill me?

ANAKIN: I would certainly like to.

PALPATINE: I know you would. I can feel your anger. It gives you focus, makes you stronger.

ANAKIN raises his lightsaber to PALPATINE's throat. There is a tense moment, then ANAKIN relaxes, and then turns off his lightsaber.

ANAKIN: I am going to turn you over to the Jedi Council.

PALPATINE: Of course you should. But you're not sure of their intentions, are you? What if I am right and they are plotting to take over the Republic?

ANAKIN: I will quickly discover the truth of all this.

PALPATINE: You have great wisdom, Anakin. Know the power of the dark side. The power to save Padme.

ANAKIN stares at him for a moment.
PALPATINE turns and moves to his office.

PALPATINE: (continuing) I am not going anywhere. You have time to decide my fate. Perhaps you'll reconsider and help me rule the galaxy for the good of all . . .

PALPATINE sits behind his desk.

119 EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY

OBI-WAN gives the LIZARD a swift kick with the heel of his boot, and they take off down the vertical side of the sheer cliff. As GENERAL GRIEVOUS reaches the landing platform where his shuttle is waiting. OBI-WAN drops onto the top of the starship with his LIZARD. GENERAL GRIEVOUS spins his scooter around and takes off up the vertical cliff face with OBI-WAN and his LIZARD in hot pursuit. The sinkhole is engulfed in a great battle between CLONES and DROIDS. The PEOPLE OF UTAPAU cower in whatever shelter they can find.

120 EXT. UTAPAU-MAIN CITY PLAZA-DAY

A LARGE GROUP OF UTAPAUAN TROOPS on LIZARDS attack the DROID ARMY.

OBI-WAN and GENERAL GRIEVOUS race through the city at breakneck speed. Passing through battle zones, narrowly escaping EXPLOSIONS, laser bolts, and TROOPS from both sides.

GENERAL GRIEVOUS lays the Scooter down as he goes around sharp turns. Obi-Wan's LIZARD breathes hard as she tries to keep up. They destroy droids, equipment, and clone troops as the JEDI and the GENERAL cut a swath of destruction through the city.

121 EXT. UTAPAU-WINDMILLS-DAY

GENERAL GRIEVOUS works his way out onto the rim of the sinkhole, passing some wind blades. The evil Droid General releases the brakes on the lethal blades, and they begin to spin, cutting off Obi-Wan's access to the General. Obi-Wan's LIZARD pulls up short in front of the blades. GENERAL GRIEVOUS laughs and talks into a comlink.

GENERAL GRIEVOUS: Prepare to move out of orbit. I will be up in a few moments.

OBI-WAN sizes up the situation, looking for a way to get to GENERAL GRIEVOUS.

The GENERAL accelerates off the edge, activating his claws, drops, and clings to another nearby grouping of windmills. Obi-Wan's LIZARD attempts to jump to follow and barely makes it, almost falling into the precipice below.

122 INT. UTAPAU-CITY TUNNEL SYSTEM-DAY

GENERAL GRIEVOUS roars through the stone block tunnel system, riding up on the curved walls as he goes around corners or passes oncoming traffic. OBI-WAN races after the Droid, his LIZARD moving onto the ceiling as they pass traffic. OBI-WAN catches up with GENERAL GRIEVOUS, and they charge through the tunnel, side by side. OBI-WAN grabs the Droid's electronic staff.

123 EXT. UTAPAU-SECRET LANDING PLATFORM-DAY

Extending from the wall of a small sinkhole is a secret landing platform with a small Federation Fighter sitting in the middle of it. OBI-WAN and GENERAL GRIEVOUS race out of the tunnel system and onto the landing platform.

OBI-WAN yanks on the staff, then jumps off his LIZARD onto the General's scooter, knocking both warriors to the ground. GENERAL GRIEVOUS pulls out a laser pistol and fires at OBI-WAN. The Jedi reaches out his hand, grabs the General's electro-staff and spins the staff, blocking the laser bolts.

OBI-WAN charges GENERAL GRIEVOUS, swinging the staff and hitting the Droid in the stomach, knocking the gun away. GENERAL GRIEVOUS is hit by the staff, and the Force bends his forearm. He pulls OBI-WAN close to him, and they engage in a furious fight. The electro-staff is knocked away. The two engage in hand-to-hand combat. OBI-WAN struggles to avoid the deadly blows of the brutal, unstoppable Droid.

GENERAL GRIEVOUS's stomachplate is loose. OBI-WAN grabs it and rips it off, revealing the alien life form's guts encased in a bag in the Droid's chest. GENERAL GRIEVOUS grabs OBI-WAN, hoists him over his head, and tosses him across the platform. OBI-WAN dangles off the edge of the platform. He clutches the rim, trying to hold on. The DROID then grabs the staff and charges OBI-WAN. At the last second, OBI-WAN reaches out his hand and uses the Force to retrieve the Droid's laser pistol.

The JEDI fires several blasts in the stomach area of the alien Droid, and he EXPLODES from the inside out. The smoldering Droid falls to the ground. OBI-WAN has killed GENERAL GRIEVOUS. He pulls himself up onto the platform and walks by the destroyed carcass.

OBI-WAN: So uncivilized . . .

OBI-WAN brushes himself off. He throws the pistol onto the platform, picks up the electro-staff, and jumps on BOGA. The trusty beast rears up and takes off into the tunnel system.

124 INT. JEDI GUNSHIP-LANDING PLATFORM-EARLY EVENING

MACE and the JEDI (AGEN KOLAR, KIT FISTO, AND SAESEE TIIN) are preparing to board a JEDI GUNSHIP to the CHANCELLOR's office. ANAKIN enters the hangar.

ANAKIN: Master Windu, I must talk to you.

MACE WiNDU: What is it, Skywalker? We are in a hurry. We have just received word that Obi-Wan has destroyed General Grievous. We are on our way to make sure the Chancellor returns emergency powers back to the Senate.

ANAKIN: He won't give up his power. I've just learned a terrible truth. I think Chancellor Palpatine is a Sith Lord.

MACE WINDU: A Sith Lord?

ANAKIN: Yes. The one we have been looking for.

MACE WiNDU: How do you know this?

ANAKIN: He knows the ways of the Force. He has been trained to use the dark side.

MACE WiNDU: Are you sure?

ANAKIN: Absolutely.

MACE WiNDU: Then our worst fears have been realized. We must move quickly if the Jedi Order is to survive.

ANAKIN: Master, the Chancellor is very powerful. You will need my help if you are going to arrest him.

MACE WiNDU: For your own good, stay out of this affair. I sense a great deal of confusion in you, young Skywalker. There is much fear that clouds your judgment.

ANAKIN: I must go, Master.

MACE WiNDU: No. If what you told me is true, you will have gained my trust, but for now remain here.

ANAKIN: Yes, Master.

MACE WiNDU: Wait for us in the Council Chamber until we return.

ANAKIN: Yes, Master.

ANAKIN watches as the JEDI leave in their ship.

125 INT. CORUSCANT-JEDI COUNCIL/PADME'S APARTMENT-EARLY EVENING

(INTERCUT)

PADME is alone in her apartment, thinking of Anakin. ANAKIN sits alone in the Jedi Council Chamber thinking of PADME.

PALPATINE: (V.O.) You do know, don't you, if the Jedi destroy me, any chance of saving her will be lost.

PADME: I truly, deeply love you. Before I die. I want you to know.

C-3PO: My Lady, are you. . . . Are you all right?

ANAKIN: I can't do this ... I can't let her die.

ANAKIN rushes out of the Council Chamber and to his speeder. The hangar door opens and he lifts off.

126 EXT. CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-EARLY EVENING

The sky is still blue as a JEDI GUNSHIP lands on the Senate Office Building landing platform.
FOUR JEDI exit the SHUTTLE and enter the Senate Office Building. MACE WINDU, AGEN KOLAR, KIT FISTO, and SAESEE TIIN, like gunfighters out of the Old West, walk through the massive hallway, four across.

127 INT. CORUSCANT-LOBBY TO CHANCELLOR'S OFFICE-EARLY EVENING

The FOUR JEDI enter the lobby, raising their arms, and send the Chancellor's aide, DAR WAC, flying against the wall, along with TWO REPUBLIC GUARDS. They storm into the Chancellor's office.

128 INT. CORUSCANT-CHANCELLOR�S OFFICE-EARLY EVENING

MACE arrives with THREE JEDI to arrest PALPATINE.

PALPATINE: Master Windu. I take it General Grievous has been destroyed then. I must say, you're here sooner than expected.

MACE WINDU: In the name of the Galactic Senate of the Republic, you are under arrest, Chancellor.

MACE WINDU and the other JEDI ignite their lightsabers.

PALPATINE: Are you threatening me, Master Jedi?

MACE: The Senate will decide your fate.

PALPATINE: (burst of anger) I am the Senate!

MACE: Not yet!

PALPATINE stands, a laser sword appears out of his cloak sleeve, and he spins toward the JEDI.

PALPATINE: It's treason, then.

A close shot of PALPATINE as the fight begins. Close shots of THREE JEDI getting cut down by PALPATINE. PALPATINE and MACE continue to fight.

Jedi Master MACE WINDU and the Sith Lord fight their way down the hallway and into the main office area. PALPATINE is able to use the Force to slam MACE against the wall, but he recovers before the Chancellor can cut him down.

ANAKIN lands his speeder, jumps out, and runs down a long corridor toward the Chancellor's office.

In the heat of battle, MACE cuts the window behind the Chancellor's desk, and it crashes away. MACE is forced out onto the ledge, which is twenty stories up. They fight over the precipice. ANAKIN arrives to see PALPATINE and MACE fighting.

They stop as MACE forces PALPATINE to drop his sword. PALPATINE and MACE start yelling at each other.

MACE WINDU: You are under arrest, My Lord.

PALPATINE: Anakin! I told you it would come to this. I was right. The Jedi are taking over.

MACE WlNDU: You old fool. The oppression of the Sith will never return. Your plot to regain control of the Republic is over . . . you have lost . . .

PALPATINE: No! No! You will die!

PALPATINE raises his hands, and lightning bolts shoot out. They are blocked by MACE's lightsaber. PALPATINE is pushed back against the window sill.

PALPATINE: He is a traitor, Anakin.

MACE WlNDU: He's the traitor. Stop him!

PALPATINE: Come to your senses, boy. The Jedi are in revolt. They will betray you, just as they betrayed me.

MACE WlNDU: Aarrrrggghhhhh . . .

PALPATINE: You are not one of them, Anakin. Don't let him kill me.

MACE WlNDU: Aarrrrggghhhhh . . .

PALPATINE: I am your pathway to power. I have the power to save the one you love. You must choose. You must stop him.

MACE WlNDU: Don't listen to him, Anakin.

PALPATINE: Help me! Don't let him kill me. I can't hold on any longer. Ahhhhhhh . . . ahhhhhhh . . . ahhhhhhh . . .

MACE pushes PALPATINE out to the edge of the ledge. As the Jedi moves closer, the bolts from Palpatine's hands begin to arch back on him. The Chancellor's face begins to twist and distort. His eyes become yellow as he struggles to intensify his powers.

PALPATINE: I can't ... I give up. Help me. I am weak ... I am too weak. Don't kill me. I give up. I'm dying. I can't hold on any longer.

MACE WlNDU: You Sith disease. I am going to end this once and for all.

ANAKIN: You can't kill him, Master. He must stand trial.

MACE WlNDU: He has too much control of the Senate and the Courts. He is too dangerous to be kept alive.

PALPATINE: I'm too weak. Don't kill me. Please.

ANAKIN: It is not the Jedi way . . .

MACE raises his sword to kill the CHANCELLOR.

ANAKIN: (continuing) He must live . . .

PALPATINE: Please don't, please don't . . .

ANAKIN: I need him . . .

PALPATINE: Please don't . . .

ANAKIN: NO!!!

Just as MACE is about to slash PALPATINE, ANAKIN steps in and cuts off the Jedi's hand holding the lightsaber.

As MACE stares at ANAKIN in shock, PALPATINE springs to life.
The full force of Palpatine's powerful Bolts blasts MACE. He attempts to deflect them with his one good hand, but the force is too great. As blue rays engulf his body, he is flung out the window and falls twenty stories to his death. No more screams. No more moans. PALPATINE lowers his arm.

PALPATINE: Power! Unlimited power!

His face has changed into a horrible mask of evil. ANAKIN looks on in horror. PALPATINE cackles.

ANAKIN: What have I done?

ANAKIN sits.

PALPATINE: You are fulfilling your destin, Anakin. Become my apprentice. Learn to use the dark side of the Force.

ANAKIN: I will do whatever you ask.

PALPATINE: Good.

ANAKIN: Just help me save Padme's life. I can't live without her. I won't let her die. I want the power to stop death.

PALPATINE: To cheat death is a power only one has achieved, but if we work together, I know we can discover the secret.

ANAKIN kneels before PALPATINE.

ANAKIN: I pledge myself to your teachings. To the ways of the Sith.

PALPATINE: Good. Good. The Force is strong with you. A powerful Sith you will become. Henceforth, you shall be known as Darth . . . Vader.

ANAKIN: Thank you. my Master.

PALPATINE: Rise, Darth Vader.

Palpatine moves over to his desk.

129 EXT. KASHYYYK-MEETING HALL-DAY

YODA winces, closes his eyes, and holds his head. He feels a disturbance in the Force.

130 INT. CORUSCANT-CHANCELLOR'S OFFICE-EVENING

PALPATINE is putting on his dark cloak: he is now fully DARTH SIDIOUS.

PALPATINE: Because the Council did not trust you, my young apprentice, I believe you are the only Jedi with no knowledge of this plot. When the Jedi learn what has transpired here, they will kill us, along with all the Senators.

ANAKIN: I agree. The Jedi's next move will be against the Senate.

PALPATINE: Every single Jedi, including your friend Obi-Wan Kenobi, is now an enemy of the Republic. You understand that, don't you?

ANAKIN: I understand, Master.

PALPATINE: We must move quickly. The Jedi are relentless; if they are not all destroyed, it will be civil war without end. First, I want you to go to the Jedi Temple. We will catch them off balance. Do what must be done, Lord Vader. Do not hesitate. Show no mercy. Only then will you be strong enough with the dark side to save Padme.

ANAKIN: What about the other Jedi spread across the galaxy?

PALPATINE: Their betrayal will be dealt with. After you have killed all the Jedi in the Temple, go to the Mustafar system. Wipe out Viceroy Gunray and the other Separatist leaders. Once more, the Sith will rule the galaxy, and we shall have peace.

131 INT. CORUSCANT-JEDI TEMPLE ENTRY-NIGHT

ANAKIN goes to the Jedi Temple with a battalion of Clone Troopers.

132 EXT. UTAPAU-TENTH LEVEL-LANDIXG PLATFORM-DAY

The battle between the CLONES and the DROIDS rages throughout the sinkhole. OBI-WAN rides up to CLONE COMMANDER CODY.

OBI-WAN: Commander, contact your troops. Tell them to move to the higher levels.

CLONE COMMANDER CODY: Very good, sir.

CLONE COMMANDER CODY starts to move away, then remembers something and returns to OBI-WAN.

CLONE COMMANDER CODY: (continuing) Oh, by the way, I think you'll be needing this.

He hands OBI-WAN his lightsaber, and the LIZARD rears up.

OBI-WAN: Thank you, Cody, (smiling) Now let's get a move on. We've got a battle to win here.

CLONE COMMANDER CODY: Yes, sir!

OBI-WAN and the LIZARD ride off down the wall of the giant sinkhole.
The battle rages throughout the city. CLONE COMMANDER CODY (2224,) takes out his comlink and listens to the HOLOGRAM OF DARTH SIDIOUS as, far below, OBI-WAN can been seen battling DROIDS on a landing platform.

DARTH SlDIOUS: Commander Cody, the time has come. Execute Order Sixty-Six.

CLONE COMMANDER CODY: It will be done, My Lord.

The HOLOGRAM disappears, and CLONE COMMANDER CODY gestures to a nearby Clone Trooper.

CLONE COMMANDER CODY: Blast him!

The battle rages all around OBI-WAN. DROIDS and CLONES are everywhere. OBI-WAN is riding on a LIZARD, cutting down DROIDS as he races across the battlefield. Suddenly a volley of laser blasts from behind him knocks him and his LIZARD off the wall of the sinkhole. He looks around just in time to see his CLONE TROOPS are firing on him.
OBI-WAN falls hundreds of feet to the bottom of the water-filled sinkhole.

133 EXT. MYGEETO-DAWN

The sky slowly awakens on the crystal world of Mygeeto. A battle rages. Clone troops battle the droid armies across a long bridge. KI-ADI-MUNDi uses his light saber to deflect enemy fire. CLONE COMMANDER BACARA (1138) exits a Gunship near the entrance to the city. He rallies his TROOPS to attack the city, then gets a message on his comlink. He stops and moves to one side as a HOLOGRAM OF DARTH SIDIOUS appears on the comlink in the palm of his hand. He moves further into the shadows.

DARTH SlDIOUS: Commander 1138 . . .

CLONE COMMANDER BACARA: Yes, sir.

DARTH SlDIOUS: The time has come. Execute Order Sixty-Six.

CLONE COMMANDER BACARA: It will be done, My Lord.

DARTH SIDIOUS fades, and the CLONE COMMANDER snaps the comlink closed and looks to the main plaza of the city, where KI-ADI-MUNDI is leading the charge. The clones stop. KI-ADI-MUNDI turns around and is blasted by clone fire. He's killed before he can defend himself.

134 EXT. FELUCIA-FOREST-DAY

A column of CLONE WALKERS marches across the forest floor. The STRANGE CALLS of the alien forest creatures of FELUCIA suddenly stop. The Jedi AAYLA SECURA and her CLONE TROOPS brace for an ambush.

AAYLA: Steady. . . . steady . . .

They all look around for signs of the enemy. CLONE COMMANDER BLY moves up behind the Jedi.

AAYLA: (continuing) Bly, do you think they're Droids?

BLY: No.

BLY blasts AAYLA in the back. The OTHER CLONES fire on her as she hits the ground.

Another Jedi, BARRISS OFFEE, is cutting down a patrol of DROIDS when a CLONE WALKING TANK and SEVEN CLONE TROOPERS round a corner and blast the Jedi away.

135 EXT. KASHYYYK-MEETING HALL-DAY

YODA drops his gimer stick, clutches his chest, and rests against a wall.

136 EXT. KASHYYYK-EDGE OF VILIAGE-DAY

The battle appears to be over. WOOKIEES stack destroyed Droids while CLONES assess the damage to their equipment. A Jedi, LUMINARA UNDULI, talks with EIGHT CLONE OFFICERS standing in a circle around her. Suddenly they reveal their hidden pistols and blast her before she can react.

The Jedi QUINLAN VOS is riding on top of a CLONE TURBO TANK. The main cannon of a second tank slowly swings to point right at him and a COUPLE OF CLONES.
The cannon fires, and QUINLAN VOS and the CLONES disappear in a huge EXPLOSION.

137 INT. CATO NEIMOIDIA-COCKPIT CLONE FIGHTER-DAY

The CLONE PILOT watches a hologram of DARTH SIDIOUS.

DARTH SIDIOUS: Execute Order Sixty-Six.

CLONE PILOT: It will be done, My Lord.

138 INT. CATO NEIMOIDIA-JEDI STARFIGHTER-DAY

PLO KOON heads his ship toward a battle on a landing platform.

PLO KOON: There they are. Land on the nearest platform.

139 EXT. CATO XEIMOIDIA-JEDI STARFIGHTER-DAY

The FOUR CLONE PILOTS with PLO KOON drop back and blast him out of the sky.

140 EXT. SALEUCAMI-FOREST

Three Speeder Bikes race through the forest. A Jedi, STASS ALLIE is in the lead. The TWO CLONES following her drop back and blast her, causing her to crash in a huge EXPLOSION.

141 INT. CORUSCANT-CHANCELLOR'S OFFICE-NIGHT

DARTH SIDIOUS stands alone in his private office, illuminated only from a hologram projector beam from above. A small HOLOGRAM OF COMMANDER GREE stands in front of him.

CLONE COMMANDER GREE: Yes, My Lord.

DABTH SIDIOUS: The time has come. Execute Order Sixty-Six.

142 EXT. KASHYYYK-MEETING HALL BALCONY-DAY

A vista of waterways, high green mesas, and giant tree cities serves as a backdrop for the fierce battle, CLONES AND WOOKIEES against TRADE FEDERATION DROID ARMIES, with treaded tank-like vehicles. CLONE COMMANDER GREE holds his comlink.

CLONE COMMANDER GREE: It will be done, My Lord.

CLONE COMMANDER GREE snaps his comlink shut.

YODA watches from the balcony. The battle rages as CLONES and WOOKIEES attack DROIDS coming across the water on CORPORATE ALLIANCE TANK DROIDS. CHEWBACCA and TARFFUL stand on either side of the Jedi Master as he watches the battle below. CLONE COMMANDER GREE and ONE OFFICER walk onto the balcony toward YODA. YODA stands looking over the battlefield below. When they are close enough, the CLONES reveal their weapons and fire.

But faster than the CLONES can reveal their weapons, YODA ignites his lightsaber, leaps in the air, and beheads both CLONES. CHEWBACCA and TARFFUL fire their weapons as more CLONES enter the hall. The Wookiees call out to YODA to follow them. CHEWBACCA picks YODA up and carries him away.

143 EXT. CORUSCANT-JEDI TEMPLE-NIGHT

A JEDI is surrounded and gunned down by CLONE TROOPERS.

144 INT. CORUSCANT-JEDI TEMPLE-NIGHT

ANAKIN walks through the Jedi Temple, where he finds and kills SHAAK TI.
He exits Shaak Ti's room and enters a hallway, where the battle is taking place.

145 INT. CORUSCANT-JEDI TEMPLE-BATTLE-NIGHT

ANAKIN enters a room full of YOUNGLINGS huddled in a corner.

YOUNGLINGS: Master Skywalker, there are too many of them. What are we going to do?

ANAKIN looks back at them with a stern expression on his face and ignites his lightsaber.

146 INT. CORUSCANT-PADME'S APARTMENT-PRE-DAWN

C-3PO and PADME look out the apartment window.

C-3PO: The Chancellor's office indicated Master Anakin returned to the Jedi Temple. Don't worry, My Lady. I am sure he will be all right.

PADME bursts into tears.

147 EXT. CORUSCANT-CITYSCAPE-PRE-DAWN

The city planet is covered in a hazy glow. A column of black smoke can be seen rising in the distance. BAIL ORGANA's Speeder flies overhead, straight toward the smoke.

148 EXT. CORUSCANT-JEDI TEMPLE-LANDING PLATFORM-PRE-DAWN

The Jedi Temple is on fire. Large plumes of smoke billow toward the sky as BAIL ORGANA lands his Speeder on a Jedi Temple platform. FOUR CLONE TROOPERS stand guard at the entrance to the Temple. They lower their guns as BAIL gets out of his Speeder and walks toward them.

BAIL ORGANA: What's going on here?!?

CLONE SERGEANT: There's been a rebellion. Don't worry, sir, the situation is under control.

The CLONES bar the Senator from entering the Temple.

CLONE SERGEANT: (continuing) I'm sorry, sir. No one is allowed entry.

The CLONES point their guns at BAIL and cock them.

CLONE SERGEANT: (continuing) It's time for you to leave, sir.

BAIL ORGANA: And so it is.

BAIL reluctantly heads hack toward his Speeder. Suddenly, several SHOTS RING OUT. BAIL turns and sees a ten-year-old Jedi, ZETT JUKASSA, fighting the CLONES. Several more CLONES join in the fight, followed by CLONE COMMANDER APPO (1119), who points at BAIL.

CLONE COMMANDER APPO: Get him! Shoot him!

SEVERAL CLONES start firing at BAIL. The Senator jumps for cover behind his Speeder, starting the engines and pulling out his laser
pistol.

The YOUNG JEDI cuts down several CLONES, including APPO, before he is overrun and shot.

The Speeder takes off with BAIL clinging to the side. The CLONES fire at it as it disappears into the cityscape.

149 EXT. CORUSCANT-CITYSCAPE-PRE-DAWN

BAIL ORGANA struggles to pull himself into the Speeder as it races along through the cityscape. Finally, he climbs in, just as the Speeder is about to hit a building. BAIL steers clear of the building and races away.

150 EXT. UTAPAU-UNDERWATER SINKHOLE-DAY

The Jedi dives below the surface amid a barrage of laser fire. He dives deeper under the water, fumbling in his utility belt for a breathing device. He finds it and puts it in his mouth. He swims underwater until the CLONE TROOPS give up and stop filing.

151 EXT. UTAPAU-UNDERWATER CAVES-DAY

OBI-WAN removes the breathing apparatus after coming up from underwater. He starts to climb the rock wall.

OBI-WAN climbs the wall to the second cave just as TWO LITTLE SEEKER DRONES pop out of the water with their searchlights glowing. OBI-WAN presses himself against the wall of the smaller cave as the TWO SEEKER DRONES search the grotto. One of the SEEKERS begins to enter the cave in which OBI-WAN is hiding. OBI-WAN presses further into the wall. The light shines on the opposite wall and moves to the back of the cave, illuminating a huge NOS MONSTER. OBI-WAN holds his breath. The SEEKER is confused for a moment, then the NOS MONSTER lunges at the SMALL DROID and consumes it in one bite.

The NOS MONSTER'S lunge takes him past OBI-WAN, out of the cave, and into the water.

The SECOND SEEKER shines its light on the NOS MONSTER as the evil creature tries to grab the LITTLE DRONE. OBI-WAN slinks off toward the back of the cave. He comes upon a nest of BABY NOS MONSTERS. They SCREECH and make horrible sounds. OBI-WAN jumps over them and continues on his way through the tunnel system.

152 EXT. KASHYYYK-LAKE ON VILLAGE EDGE-DUSK

CLONES in modified one-man AT-ST's and Swamp Speeders flash their searchlights across the gloomy lake. The light of one of the AT-ST's spots something floating in the water. It is what's left of a Wookiee catamaran. The body of a dead Wookiee (TARFFUL) is lying across the stern of the wreckage of the flying boat. There is some movement on the boat. The CLONE SERGEANT on the AT-ST fires a warning shot past the boat.

AT-ST CLONE SERGEANT: Everyone out of there!

A CRAZY LITTLE CREATURE about two feet high pops its head over the rail. The creature is covered with mud. His long hair is frizzed out in all directions.

CREATURE: Wookiee good . . . eat Wookiee. (crazy little laugh)

CLONE SERGEANT: Did you find something?

CREATURE: It's nothing, nothing. (laughs)

CLONE SERGEANT: It's nothing, nothing. All these Wookiees are dead. Move to the east.

CLONE TROOPER: Yes, sir.

Suddenly, CHEWBACCA climbs up behind the AT-ST CLONE, dripping wet, and throws the CLONE SERGEANT into the water. CHEWIE BARKS.

CREATURE: Right you are, Chewbacca. Faster that will be.

TARFFUL jumps up in the boat, and the CREATURE takes off his hair. It is Yoda.

YODA: Stink, this mud does. A moment to bathe, give me.

YODA, covered with mud, jumps into the water. TARFFUL climbs onto the AT-ST with CHEWBACCA. YODA is out of the water and putting his robes back on.

YODA: (continuing) Not far, are we, from the emergency ship. Quickly . . .

YODA whistles and a large ALIEN FLYING INSECT called CAN-CELL appears. YODA jumps on the insect's back and they take off. The WOOKIEES follow on the AT-ST. The CLONES continue to search the swamp.

153 EXT. KASHYYYK-HILLS OVERLOOKING LAKE-DUSK

The AT-ST marches up the hill and stops. The WOOKIEES jump down. YODA lands on CAN-CELL nearby. CHEWBACCA goes to a tree and pulls down one of its branches.
The ground opens up, and a small WOOKIEE ESCAPE POD rises into the field. YODA opens the door of the pod.

YODA: Good-bye. Chewbacca and Tarfful, miss you I will. Good friends you are. For your help, much gratitude and respect, I have.

The Wookiees BARK as the Jedi climbs into the WOOKIEE POD and takes off into the dusk sky.

154 EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND STARSHIP LANDING PLATFORM-DAY

BAIL ORGANA walks out of a tunnel onto a huge underground platform with two of his AIDES. He is stopped by TWO ROYAL GUARDS.

ROYAL GUARD: Identification . . .

BAIL ORGANA: Senator Bail Organa of Alderaan.

BAIL and his AIDES hand them their ID cards. The ROYAL GUARDS check them over and give them back, then BAIL and his CREW walk on board his Starship.

155 EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND LANDING PLATFORM-DAY

The platform rises to the surface of the Office Building. The ALDERAAN STARCRUISER takes off and disappears into the crisp morning sky.

156 INT ALDERAAN-STARCRUISER-HALLWAY-DAY

BAIL ORGANA is greeted by CAPTAIN ANTILLES and TWO ALDERAAN TROOPERS.

BAIL ORGANA: Were you able to get hold of a Jedi homing beacon?

CAPTAIN ANTILLES: Yes, sir. We've encountered no opposition. The clones are still a bit confused. It appears no one is in command.

BAIL ORGANA: That will change soon. Hopefully we will be able to intercept a few Jedi before they walk into this catastrophe.

157 EXT. UTAPAU-SINKHOLE WALL-LATE DAY

OBI-WAN hides from a group of CLONE TROOPERS.

CLONE CAPTAIN: Did you find Kenobi?

CLONE TROOPER: No one could have survived that fall.

He watches them pass.

CLONE CAPTAIN: Start loading your men on the ship.

CLONE TROOPER: Yes, sir.

OBI-WAN tries to sneak back to the secret platform, down a flight of stairs.

158 EXT. UTAPAU-SECRET LANDING PLATFORM-LATE DAY

OBI-WAN makes his way out of the cave and onto General Grievous's secret landing platform. He runs to the Starfighter and climbs into the one-man ship. The Starfighter takes off and disappears into the sky.

159 EXT. UTAPAU-SPACE

OBI-WAN flies away from the planet Utapau in General Grievous's tiny Starfighter.

160 INT. GENERAL GRIEVOUS'S STARFIGHTER-SPACE

OBI-WAN activates the controls on the Starfighter. He punches in several coordinates and codes. A BEEPING SOUND is heard. It quickly speeds up until it is a steady tone. OBI-WAN speaks into his comlink.

OBI-WAN: Emergency Code Nine Thirteen ... I have no contact on any frequency. Are there any Jedi out there? . . . anywhere . . .

A BURST OF STATIC is heard- and a FUZZY HOLOGRAM image appears.

BAIL: (hologram) . . . Kenobi . . .

OBI-WAN: (continuing) I've locked on. Repeat.

The FUZZY HOLOGRAM image comes into focus, and it is BAIL ORGANA.

BAIL ORGANA: Master Kenobi??

OBI-WAN: Senator Organa! My Clone Troops turned on me ... I need help.

BAIL ORGANA: We have just rescued Master Yoda. It appears this ambush has happened everywhere. We're sending you our coordinates.

161 INT. CORUSCANT-PADME�SAPARTMENT-PRE-DAWN

PADME stands before the window of her living room, watching the plume of smoke from the Jedi Temple. C-3PO enters from the bedroom.

C-3PO: My Lady, there's a Jedi fighter docking on the veranda.

PADME turns and rushes to the bedroom.

162 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-PRE-DAWN

THREEPIO walks out to ANAKIN's ship and talks with ARTOO. ARTOO beeps.

THREEPIO: Hush! Not so loud!

PADME rushes onto the veranda as ANAKIN exits his GREEN JEDI FIGHTER. They embrace.

PADME: Are you all right? I heard there was an attack on the Jedi Temple . . . you can see the smoke from here.

ANAKIN: I'm fine. I'm fine. I came to see if you and the baby are safe.

PADME: Captain Typho's here, we're safe. What's happening?

C-3PO continues to talk to R2-D2 on the GREEN FIGHTER.

C-3PO: What is going on?

ARTOO SQUEAKS and BEEPS.

C-3PO: (continuing) You can't be anymore confused than I am.

ANAKIN: The situation is not good. The Jedi have tried to overthrow the Republic . . .

PADME: I can't believe that!

ANAKIN: I couldn't either at first, but it's true. I saw Master Windu attempt to assassinate the Chancellor myself.

C-3PO leans over and whispers to ARTOO.

C-3PO: Something important is going on! I heard a rumor they are going to banish all droids.

ARTOO BEEPS rather loudly. C-3PO puts his fingers to his lips.

C-3PO: (continuing) Shhhhhh . . . not so loud.

ARTOO BEEPS quietly.

C-3PO: (continuing) Whatever it is, we'll be the last to know.

PADME: Anakin, what are you going to do?

ANAKIN looks down for a moment and then walks away from Padme.

ANAKIN: I will not betray the Republic . . . my loyalties lie with the Chancellor and with the Senate . . . and with you.

ANAKIN turns and walks back to Padme.

PADME: What about Obi-Wan?

ANAKIN: I don't know . . . Many Jedi have been killed. We can only hope that he's remained loyal to the Chancellor.

PADME: How could this have happened?

ANAKIN: The Republic is unstable, Padme. The Jedi aren't the only ones trying to take advantage of the situation. There are also traitors in the Senate.

PADME stands and reacts ever so slightly.

PADME: What are you saying?

ANAKIN: You need to distance yourself from your friends in the Senate. The Chancellor said they will be dealt with when this conflict is over.

PADME: What if they start an inquisition? I've opposed this war. What will you do if I become a suspect?

ANAKIN: That won't happen. I won't let it.

PADME: Oh, Anakin, I'm afraid.

ANAKIN takes PADME in his arms.

ANAKIN: Have faith, my love. Everything will soon be set right. The Chancellor has given me a very important mission. The Separatists have gathered in the Mustafar system. I'm going there to end this war. Wait for me until I return . . . things will be different, I promise.

They kiss.

ANAKIN: (continuing) Please, wait for me.

PADME: I will.

ANAKIN gets into his Fighter as THREEPIO backs away.

C-3PO: (to Artoo) Well, he is under a lot of stress, Artoo.

ARTOO beeps.

C-3PO: (continuing) Take care, my little friend.

ARTOO BEEPS a good-bye, and the fighter takes off. PADME is left alone on the veranda. She starts to cry. THREEPIO comes up to her.

C-3PO: (continuing) My Lady, is there anything I might do?

PADME: No thank you, Threepio.

G-3PO: A snack, perhaps?

PADME: No.

THREEPIO starts to move off.

C-3PO: I feel so helpless.

163 EXT. ALDERAAN-STARCRUISER-SPACE

OBI-WAN's ship docks with Bail Organa's Starcruiser.

164 INT. ALDERAAN-STARCRUISER-HALLWAY-DAY

The door to the main hallway slides open. OBI-WAN enters and is greeted by YODA and BAIL ORGANA. The three walk down the hallway.

BAIL ORGANA: You made it.

YODA: Master Kenobi, dark times are these. Good to see you. it is.

OBI-WAN: You were attacked by your Clones, also?

YODA: With the help of the Wookiees, barely escape, I did.

OBI-WAN: How many other Jedi managed to survive?

YODA: Heard from no one, have we.

BAIL ORGANA: I saw thousands of troops attack the Jedi Temple. That's why I went looking for Yoda.

OBI-WAN: Have we had any contact from the Temple?

YODA: Received a coded retreat message, we have.

BAIL ORGANA: It requests all Jedi to return to the Temple. It says that the war is over . . .

OBI-WAN: Well, then we must go back! If there are other stragglers, they will fall into the trap and be killed.

BAIL ORGANA: It's too dangerous to return.

YODA: Suggest dismantling the coded signal, do you?

OBI-WAN: Yes, Master. There is too much at stake here, and we need a clearer picture of what has happened.

YODA: I agree. In a dark place we find ourselves ... a little more knowledge might light our way.

165 EXT. MUSTAFAR-LAVA FIELDS-DAY

Workers move across the lava beds, gathering the magma. A column of aliens riding giant MUSTAFAR FLEAS marches forward.

166 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

A HOLOGRAM of DARTH SIDIOUS is in the center of the room. NUTE GUNRAY and the REST OF THE SEPARATIST COALITION watch SIDIOUS.

NUTE GUNRAY: The plan has gone as you had promised, My Lord.

DARTH SIDIOUS: You have done well, Viceroy. When my new apprentice, Darth Vader, arrives, he will take care of you.

The hologram disappears.

167 INT. CRUISER-COCKPIT

The Republic Cruiser heads toward Coruscant. OBI-WAN, BAIL, YODA, and TWO PILOTS sit in the cockpit.

PILOT: We are receiving a message from the Chancellor's office, sir.

BAIL ORGANA: Send it through.

PILOT: Yes, sir.

The PILOT pushes some buttons. MAS AMEDDA appears on screen.

MAS AMEDDA: Senator Organa . . . the Supreme Chancellor of the Republic requests your presence at a special session of Congress.

BAIL ORGANA: Tell the Chancellor I will be there.

MAS AMEDDA: Very well. He will be expecting you.

MAS AMEDDA's image disappears from the screen.

BAIL ORGANA: It could be a trap.

OBI-WAN: No, I don't think so. The Chancellor will not be able to control the thousands of star systems without keeping the Senate intact.

YODA: If a special session of Congress there is, easier for us to enter the Jedi Temple it will be.

168 EXT. CORUSCANT-SENATE LANDING PLATFORM-LATE DAY

OBI-WAN, BAIL, and YODA land on Coruscant. The elevator door opens, and they step out.

GUARD: Welcome back, Senator. May I see your clearance?

BAIL ORGANA: Certainly.

GUARD: Thank you, you may proceed. We will take custody of the Jedi.

OBI-WAN: It would be better if we stayed with the Senator.

GUARD: It would be better if they stayed with you.

BAIL and his AIDES go into the Senate. YODA and OBI-WAN head for the Jedi Temple.

169 EXT. MUSTAFAR-JEDI STARFIGHTER-SPACE

ANAKIN's Jedi Starfighter heads for the hazy blood-red planet of Mustafar.

170 EXT. MUSTAFAR-LANDING PLATFORM-DAY

ANAKIN flies over the volcanoes of Mustafar and lands his Jedi Starfighter on a complex of Landing Platforms. His cockpit opens as R2-D2 pops from the ship with a happy BEEP.

ANAKIN: Artoo . . . stay with the ship.

ARTOO lets out a sad little BEEP and moves back toward the ship.

171 EXT. MUSTAFAR-LANDING PLATFORM-DAY

ANAKIN, putting on his hood, walks across a walkway upon arriving on Mustafar.

172 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

ANAKIN appears in the doorway of the control center.

NUTE GUNRAY: Welcome, Lord Vader. We've been expecting you.

Everyone in the room looks to him as he raises his hand toward a control panel, and all the exits close. The confused SEPARATISTS look around in bewilderment.

173 EXT. CORUSCANT-JEDI TEMPLE-LATE DAY

Smoke from the smoldering shell of the Jedi Temple fills the air with a brown haze.

174 INT. CORUSCANT-JEDI TEMPLE-MAIN ENTRANCE-LATE DAY

A DOZEN CLONE TROOPERS stand guard at the entrance of the Jedi Temple. Suddenly there is a flash of a lightsaber, a flurry of confusion, and all of the Clone Troopers are dead on the floor. YODA and OBI-WAN stand in the middle of the carnage.

OBI-WAN: There are several battalions of Clone Troopers on every level. Many are dressed as Jedi.

YODA: Dismantle the coded signal quickly. That group back there, soon discovered will be.

175 EXT. CORUSCANT-SENATE BUILDING-SUNSET

The awesome Senate Building looms over the city. The endless traffic continues to clutter the skyline.

176 INT. CORUSCANT-SENATE CHAMBER-SUNSET

The Chancellor is in the podium in the center of the vast arena giving a speech. MAS AMEDDA stands to the right of SIDIOUS. BAIL ORGANA walks through the hallway of the Main Senate Chamber. He enters the Senate Pod of Naboo and sits next to PADME. JAR JAR, CAPTAIN TYPHO and TWO HANDMAIDENS are in the pod also.

PALPATINE: . . . and the Jedi Rebellion has been foiled.

BAIL ORGANA: I was held up. What's happening?

PADME: The Chancellor has been elaborating on a plot by the Jedi, to overthrow the Senate.

BAIL ORGANA: That's not true!

PADME: He's been presenting evidence all afternoon.

BAIL ORGANA: And the Senate will go along with it, just like they always do.

PALPATINE: The remaining Jedi will be hunted down and defeated. (applause) Any collaborators will suffer the same fate.

(applause)

These have been trying times, but we have passed the test.

177 INT. CORUSCANT-JEDI TEMPLE-HALLWAY-SUNSET

YODA and OBI-WAN make their way through the Temple, avoiding the HUNDREDS OF CLONE TROOPERS. They use the Force to distract the CLONES when they can.
YODA and OBI-WAN walk through the ruins of the Temple until they come across the bodies of some students.

OBI-WAN: Not even the younglings survived.

YODA: Killed not by clones, this Padawan. By a lightsaber, he was.

OBI-WAN: . . .Who?? Who could have done this?

178 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

ANAKIN ignites his lightsaber, NUTE and the OTHERS panic. The DROIDS at the controls and the GUARDS grab their weapons, but it is too late. They are cut down in a flash. The Separatists bang on the doors, and NUTE and RUNE HAAKO flee under a table.

ANAKIN, stone-faced, moves through the room like the grim reaper. Bodies drop everywhere. SCREAMS are cut short as the head of the Banking Clan dies.

Then POGGLE THE LESSER loses his head; WAT TAMBOR, SHU MAI, and the REST OF THE SEPARATISTS run into the conference room.

179 INT. CORUSCANT-SENATE CHAMBER-SUNSET

PALPATINE: The attempt on my life has left me scarred and deformed, but I assure you my resolve has never been stronger.

Applause.

180 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

In the hallway, ANAKIN cuts down DROIDS and SEPARATISTS alike. He is unstoppable. ANAKIN turns his head-his eyes are yellow.

181 INT. CORUSCANT-SENATE CHAMBER-SUNSET

PALPATINE continues his speech at the podium.

PALPATINE: The war is over. (applause) The Separatists have been defeated, (applause) and the Jedi rebellion has been foiled. We stand on the threshold of a new beginning.

There is a long period of APPLAUSE.

PADME: Well, this is the moment we discover if he intends to return the Republic to a democracy.

PALPATINE: In order to ensure our security and continuing stability, the Republic will be reorganized into the first Galactic Empire, for a safe and secure society which I assure you will last for ten thousand years.

There is a loud, sustained CHEER from the Senate. BAIL ORGANA and PADME sit, dumbfounded.

PALPATINE: (continuing) An empire that will continue to be ruled by this august body, and a sovereign ruler chosen for life . . .

The Senate CHEERS again. BAIL and PADME are devastated. PADME begins to cry.

PALPATINE: (continuing) An empire ruled by the majority . . . Ruled by a new constitution . . .

The Senate APPLAUDS.

PADME: So this is how liberty dies, with thunderous applause . . .

BAIL ORGANA: We cannot let this happen.

He starts to stand up. PADME stops him.

PADME: Not now! There will be a time.

182 INT. MUSTAFAR-MAIN CONTROL CENTER-CONFERENCE ROOM-DAY

After everyone in the Main Control Room is dead, ANAKIN moves to the small conference room where WAT TAMBOR. SHU MAI, and some OTHER SEPARATISTS are hiding. RUNE HAAKO tries to run but is trapped by a dead-end as ANAKIN advances.

RUNE HAAKO: Stop! Enough, this is not right!

RUNE is cut down. NUTE GUNRAY crawls out from under the table and opens the Main Door, allowing DESTROYER DROIDS to enter. WAT TAMBOR is cut down, along with SHU MAI. DESTROYER DROIDS appear in the doorway and blast away, causing total destruction. When the firing is over, ANAKIN is gone. Blown away? No. ANAKIN drops from the ceiling behind the TWO DROIDS and cuts them to pieces before they know what hit them.

183 INT. MUSTAFAR-MAIN CONTROL CENTER-HALLWAY-DAY

NUTE GUNRAY is the last Separatist leader alive. ANAKIN moves on to find NUTE GUNRAY hiding in an alcove.

NUTE GUNRAY: The war is over. Lord Sidious promised us peace ... we only want . . .

NUTE GUNRAY is cut down in midsentence.

184 INT. CORUSCANT-JEDI TEMPLE-COMPUTER ROOM-NIGHT

OBI-WAN stands in a large computer area as YODA looks on, in the hatchway to the Main Control Center.

OBI-WAN: I've recalibrated the code warning all surviving Jedi to stay away.

YODA: Good . . . For the Clones to discover the recalibration, a long time it will take. To change it back, longer still. Hurry.

185 INT. CORUSCANT-JEDI TEMPLE-CONTROL CENTER-NIGHT

OBI-WAN enters the Main Control Center with YODA and heads for the hologram area.

OBI-WAN: Wait, Master. There is something I must know . . .

YODA: If into the security recordings you go, only pain will you find.

OBI-WAN: I must know the truth, Master.

OBI-WAN moves to a panel and flips some switches. He sees a HOLOGRAM of ANAKIN slaughtering JEDI, including the YOUNG ONES. OBI-WAN and YODA react.

OBI-WAN: (continuing) It can't be . . . It can't be . . .

As ANAKIN surveys the carnage, a DARK-ROBED SITH LORD enters. ANAKIN turns to DARTH SIDIOUS and kneels before him.

ANAKIN: The traitors have been taken care of, Lord Sidious.

DARTH SlDIOUS: Good . . . good . . . You have done well, my new apprentice. Do you feel your power growing?

ANAKIN: Yes, My Master.

DARTH SlDIOUS: Now, Lord Vader, now go and bring peace to the Empire.

OBI-WAN watches in horror. Tears well up in his eyes.

OBI-WAN: I can't watch any more.

OBI-WAN switches off the hologram. The TWO JEDI stand in silence for a few moments.

YODA: Destroy the Sith, we must.

OBI-WAN: Send me to kill the Emperor. I will not kill Anakin.

YODA: To fight this Lord Sidious, strong enough, you are not.

OBI-WAN: He is like my brother ... I cannot do it.

YODA: Twisted by the dark side, young Skywalker has become. The boy you trained, gone he is . . . Consumed by Darth Vader.

OBI-WAN: How could it have come to this?

YODA: To question, no time there is.

OBI-WAN: I do not know where the Emperor has sent him. I don't know where to look.

YODA: Use your feelings, Obi-Wan, and find him, you will. Visit the new Emperor, my task is. May the Force be with you.

OBI-WAN: May the Force be with you, Master Yoda.

186 INT. CORUSCANT-PADME'S APARTMENT-AFTERNOON

A DC0052 Intergalactic Speeder pulls up to the veranda landing of Padme's apartment.

187 EXT. CORUSCANT -PADME'S APARTMENT-VERANDA-AFTERNOON

The cockpit of the sleek yellow Galactic Speeder opens, and a HOODED FIGURE emerges and walks onto the veranda. An ALARM GOES OFF deep in the apartment. The FIGURE stops before a security curtain that protects the veranda. C-3PO enters the veranda and approaches the FIGURE.

C-3PO: Hello, might I help you . . . Oh, it's you, Master Kenobi. Come in, quickly.

The security curtain disappears, and the FIGURE lifts his hood. It is OBI-WAN. The alarm stops sounding.

OBI-WAN: Has Anakin been here . . . ?

C-3PO: Yes . . . right after the attack on the Jedi Temple.

PADME comes down the stairs in a robe. THREEPIO leaves.

PADME: Master Kenobi . . .

She embraces Obi-Wan.

PADME: (continuing) Oh, Obi-Wan, thank goodness . . . you're alive.

OBI-WAN: The Republic has fallen. Padme . . . The Jedi Order is no more . . .

PADME: I know, it's hard to believe everything to which we've dedicated our lives is gone.

OBI-WAN: I believe we have been part of a plot hundreds of years in the making.

PADME: The Senate is still intact, there is some hope.

OBI-WAN: No. Padme . . . It's over . . . The Sith now rule the galaxy as they did before the Republic.

PADME: The Sith!?!

OBI-WAN: I'm here looking for Anakin . . . When was the last time you saw him?

PADME: Yesterday.

OBI-WAN: And do you know where he is now?

PADME: (looks down) No.

OBI-WAN: Padme, I need your help. He's in grave danger.

PADME: From the Sith?

OBI-WAN: From himself . . . Padme, Anakin has turned to the dark side.

PADME: You're wrong! How could you even say that?

OBI-WAN: I have seen a security hologram of him killing younglings.

PADME: Not Anakin! He couldn't!

OBI-WAN: He was deceived by a lie. We all were. It appears that the Chancellor is behind everything, including the war. Palpatine is the Sith Lord we've been looking for. After the death of Count Dooku, Anakin became his new apprentice.

PADME: I don't believe you ... I can't.

OBI-WAN: Padme, I must find him.

PADME: You're going to kill him, aren't you?

OBI-WAN: He has become a very great threat.

As PADME moves to sit down, she reveals her pregnancy.

PADME: I can't . . .

OBI-WAN: Anakin is the father, isn't he?

PADME looks away.

OBI-WAN: (continuing) I'm so sorry.

OBI-WAN turns and leaves as PADME stares transfixed, not knowing what to do. She is worried and tormented. OBI-WAN takes off in the Speeder. She studies the japor snippet that is hanging around her neck.

188 INT. MUSTAFAR-LANDING PLATFORM-DAY

R2-D2 waits forlornly for his Master in front of the Jedi Starfighter.

189 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

ANAKIN surveys the slaughter with a crazed look in his eyes.

190 INT. MUSTAFAR-CONTROL CENTER-BALCONY-DAY

ANAKIN stares out at Mustafar, standing on the control room balcony.

191 EXT. CORUSCANT-LANDING PLATFORM-SUNSET

A small Naboo Skiff rests on a landing platform in the vast congestion of Coruscant. PADME gets out of her Speeder, followed by CAPTAIN TYPHO and C-3PO.

CAPTAIN TYPHO: My Lady, let me come with you.

PADME: There is no danger. The fighting is over, and . . . this is personal.

TYPHO bows.

CAPTAIN TYPHO: As you wish, My Lady . . . but I strongly disagree.

PADME: I'll be all right, Captain.

He goes to the speeder and gets in.

PADME: (continuing) This is something I must do myself. Besides, Threepio will look after me.

C-3PO: Oh, dear.

TYPHO takes off and PADME and THREEPIO board the small NABOO SKIFF. A shadow moves out from under the SKIFF. It is OBI-WAN. He quickly jumps on the retracting ramp as the SKIFF takes off.

192 INT. NABOO SKIFF

THREEPIO chatters away as PADME breaks down in tears, the painful reality sinking in.

C-3PO: Green light. Do you know that I think I'm beginning to get the hang of this flying business.

OBI-WAN stows away on Padme's ship. The ship lifts from the landing platform and heads into the traffic lanes.

193 INT. CORUSCANT-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-SUNSET

A HOLOGRAM OF ANAKIN appears before PALPATINE in his office at the bottom of the Senate Arena.

DARTH VADER: The Separatists are taken care of, My Master.

DARTH SlDIOUS: It is finished, then. You have restored peace and justice to the galaxy. You have done well, Lord Vader.

DARTH VADER: Thank you, My Master.

194 INT. MUSTAFAR-COXFERENCE ROOM-DAY

A Hologram of Sidious speaks with Anakin in the Mustafar control room.

DARTH SlDIOUS: Send a message to the ships of the Trade Federation. Tell them the Separatist leaders have been wiped out. Grievous and Dooku have been destroyed. All droid units must shut down immediately.

DARTH VADER: Very good, My Lord.

ANAKIN sees Padme's ship arriving on the screen and goes out to meet her.

195 EXT. MUSTAFAR-LANDING PLATFORM-DAY

The sleek NABOO SKIFF lands on the Mustafar landing platform near Anakin's GREEN STARFIGHTER. ANAKIN runs up to the SKIFF as the ramp lowers. PADME runs to him.

ANAKIN: Padme, I saw your ship . . .

They embrace.

PADME: Oh, Anakin!

ANAKIN: It's all right, you're safe now. What are you doing out here?

PADME: I was so worried about you. Obi-Wan told me terrible things.

ANAKIN: What things?

PADME: He said you have turned to the dark side . . . that you killed younglings.

ANAKIN: Obi-Wan is trying to turn you against me.

PADME: He cares about us.

ANAKIN: Us??!

PADME: He knows . . . He wants to help you.

ANAKIN: Is Obi-Wan going to protect you? He can't ... he can't help you. He's not strong enough.

PADME: Anakin, all I want is your love.

ANAKIN: Love won't save you, Padme. Only my new powers can do that.

PADME: At what cost? You are a good person. Don't do this.

ANAKIN: I won't lose you the way I lost my mother! I've become more powerful than any Jedi has ever dreamed of and I've done it for you. To protect you.

PADME: Come away with me. Help me raise our child. Leave everything else behind while we still can.

ANAKIN: Don't you see, we don't have to run away anymore. I have brought peace to the Republic. I am more powerful than the Chancellor. I can overthrow him, and together you and I can rule the galaxy. Make things the way we want them to be.

PADME: I don't believe what I'm hearing . . . Obi-Wan was right. You've changed.

ANAKIN: I don't want to hear any more about Obi-Wan. The Jedi turned against me. Don't you turn against me.

PADME: I don't know you anymore. Anakin, you're breaking my heart. I'll never stop loving you, but you are going down a path I
can't follow.

ANAKIN: Because of Obi-Wan?

PADME: Because of what you've done . . . what you plan to do. Stop, stop now. Come back! I love you.

ANAKIN: (seeing Obi-Wan) Liar!

PADME turns around and. sees OBI-WAN standing in the doorway of the Naboo Cruiser.

PADME: No!

ANAKIN: You're with him. You've betrayed me! You brought him here to kill me!

PADME: NO! Anakin. I swear ... I ...

ANAKIN reaches out, and PADME grabs her throat as she starts to choke.

OBI-WAN: Let her go, Anakin.

ANAKIN: What have you and she been up to?

OBI-WAN: Let her go!

ANAKIN releases his grip on the unconscious PADME and she crumples to the ground.

ANAKIN: You turned her against me.

OBI-WAN: You have done that yourself.

ANAKIN: You will not take her from me.

ANAKIN throws off his cloak.

OBI-WAN: Your anger and your lust for power have already done that.

OBI-WAN flings off his cloak.

OBI-WAN: (continuing) You have allowed this Dark Lord to twist your mind until now . . . until now you have become the very thing you swore to destroy.

They circle each other until OBI-WAN is near PADME. He places his hand on her.

ANAKIN: Don't lecture me, Obi-Wan. I see through the lies of the Jedi. I do not fear the dark side as you do. I have brought peace, justice, freedom, and security to my new Empire.

OBI-WAN: Your new Empire?

ANAKIN: Don't make me kill you.

OBI-WAN: Anakin, my allegiance is to the Republic ... to democracy.

ANAKIN: If you're not with me, you're my enemy.

OBI-WAN: Only a Sith Lord deals in absolutes. I will do what I must.

(ignites his lightsaber)

ANAKIN: You will try.

ANAKIN ignites his lightsaber.

ANAKIN lashes out at OBI-WAN, and they begin a ferocious sword fight. ANAKIN throws CONTAINERS at OBI-WAN using the Force.
They work their way off the landing platform and into the main entry hallway. ANAKIN kicks OBI-WAN, and OBI-WAN drops to a lower level.
ARTOO BEEPS his concern and rushes to the unconscious PADME's aid.

196 INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT

YODA enters, using the Force to throw two RED GUARDS against the wall, knocking them unconscious. DARTH SIDIOUS turns his chair toward YODA. MAS AMEDDA stands behind SIDIOUS's desk.

YODA: I hear a new apprentice, you have. Emperor, or should I call you Darth Sidious.

DARTH SlDIOUS: Master Yoda, you survived.

YODA: Surprised?

DARTH SlDIOUS: Your arrogance blinds you, Master Yoda. Now you will experience the full power of the dark side.

The Dark Lord raises his arms, and LIGHTNING BOLTS shoot out, surrounding YODA.
YODA is picked up and thrown across the room, hitting the wall and sliding down in a crumpled heap. DARTH SIDIOUS chuckles.

197 INT. MUSTAFAR-PASSAGES TO MAIN CONTROL CENTER-DAY

ANAKIN and OBI-WAN move their fight toward the main control center. As the laser swords fly, bits of the hallway are cut up. OBI-WAN and ANAKIN jump and use every trick in the Jedi book.

198 EXT. MUSTAFAR-LANDING PLATFORM-NABOO CRUISER-DAY

R2-D2, tries to drag PADME on board the Naboo Cruiser. C-3PO pokes his head out of the ship's doorway.

C-3PO: What are you doing? You're going to hurt her. Wait!!

C-3PO starts down the ramp.

199 INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT

MAS AMEDDA leaves the room. PALPATINE approaches a stunned YODA.

DARTH SlDIOUS: I have waited a long time for this moment, my little green friend. At last, the Jedi are no more.

YODA: Not if anything I have to say about it, Lord Sidious.

YODA uses the Force to throw DARTH SIDIOUS back, knocking him clear over his desk and onto the floor in a heap.

YODA: (continuing) At an end your rule is and not short enough it was, I must say.

DARTH SIDIOUS flies through the air, cape flapping, heading toward the exit. At the last second, YODA flies into the exit and stops the Dark Lord.

YODA: (continuing) If so powerful you are, why leave??

YODA ignites his lightsaber.

DARTH SlDIOUS: You will not stop me. Darth Vader will become more powerful than either of us.

DARTH SIDIOUS ignites his lightsaber.

YODA: Faith in your new apprentice, misplaced may be, as is your faith in the dark side of the Force.

Their swords CLASH. The battle is extremely fast and furious.


200 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

View screens EXPLODE around ANAKIN and OBI-WAN as they work their way into the Control Room. The fighting is intense. OBI-WAN is on the defensive as he jumps up on the table view screen in the center of the room.

ANAKIN: Don't make me destroy you, Master. You're no match for the dark side.

OBI-WAN: I've heard that before, Anakin . . . but I never thought I'd hear it from you.

ANAKIN forces OBI-WAN back into the Conference Room where the quarters are much closer. Sparks fly everywhere. ANAKIN jumps onto the conference table. OBI-WAN slides across the table, knocking ANAKIN over. OBI-WAN grabs ANAKIN�s lightsaber as he falls. OBI-WAN uses the Force to summon his dropped lightsaber. ANAKIN does the same.

201 INT. CORUSCANT-SENATE CHAMBER-MAIN ARENA-NIGHT

PALPATINE seeks refuge in the vast Senate Chamber. He gets into the Chancellor's Podium and it starts to rise up into the Arena. YODA makes a giant leap into the control pod. The sword fighting is intense in the confined space.

202 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

The battle intensifies.

OBI-WAN: (continuing) The flaw of power is arrogance.

OBI-WAN stands looking at his former apprentice for a moment.

ANAKIN: You hesitate . . . the flaw of compassion.

OBI-WAN and ANAKIN lock sabers. OBI-WAN puts out his hand to use the Force to push ANAKIN away. ANAKIN puts out his hand to block OBI-WAN.
Both combatants are blasted backwards onto the control panels.
They regain their footing and the battle continues. ANAKIN kicks OBI-WAN away.
They battle around the room, and eventually the door to the exterior is knocked open. They continue battling out onto the balcony.

203 INT. CORUSCANT-SENATE CHAMRER-MAIN ARENA-NIGHT

YODA unleashes a ferocious assault on PALPATINE, causing him to almost go over the edge. The Dark Lord drops his lightsaber but recovers with a BLAST OF ENERGY from his hands that surrounds YODA. YODA is deflecting the Sith Lord's lightning bolts.

The energy bolts begin to arc back on the Emperor. It looks as if the Dark Lord is doomed.

YODA: Destroy you I will, just as Master Kenobi, your apprentice will destroy.

YODA jumps to a lower Senate Pod. PALPATINE reaches out with one hand, and a Senate pod is released from its mooring and heads toward the Podium. PALPATINE uses the Force to hurl pod after pod at YODA, who ducks and jumps from one flying pod to another.

YODA leaps away from the pods. He uses the Force to hold one pod suspended in the air. The pod spins and YODA throws it back at PALPATINE, who leaps away at the last moment.

YODA leaps after him, but PALPATINE quickly turns and aims the full force of his energy bolts at the tiny green Jedi, catching him in mid-air and throwing him back hard against the Podium. The force causes YODA to drop his lightsaber. YODA blocks the lightning and throws PALPATINE backwards off the podium. YODA is knocked off the Podium and falls several hundred feet to the base of the Podium. PALPATINE follows in his pod, searching for YODA.

204 EXT. MUSTAFAR-MAIN CONTROL CENTER BALCONY-DAY

ANAKIN forces OBI-WAN down a narrow balcony outside the Control Room. He rips objects off the wall and throws them at OBI-WAN as he pushes him further and further along the walkway.

The balcony ends, and OBI-WAN is trapped. He looks over the balcony and into a river of lava.

ANAKIN cuts apiece of the balcony railing off, along with a control panel.
ALARMS SOUND, and a protective ray shield around the superstructure disappears. It tumbles into the molten abyss, disappearing in a puff of smoke. A small pipe connects the Control Center to the Main Collection Plant. OBI-WAN has no choice but to tightrope-walk out across the lava river while fighting ANAKIN.

205 EXT. MUSTAFAR-MAIN CONTROL CENTER BALCONY, PIPE ACROSS LAVA RIVER, MAIN COLLECTION PLANT-DAY

ANAKIN, following OBI-WAN, jumps down onto the flexing pipe, lands, and resumes fighting.

206 INT. MUSTAFAR-PIPE ACROSS LAVA RIVER-DAY

OBI-WAN and ANAKIN work their way across the small pipe, fighting ferociously as they go. OBI-WAN slips, throws his lightsaber up in the air, grabs on to the pipe, swings around, grabs on to an upper pipe, retrieves his lightsaber, and lands back on the original pipe. They continue to fight across the pipe until they reach the Main Collection Plant.

207 INT. CORUSCANT-SENATE OFFICE BUILDING-WIRING CHUTE-NIGHT

YODA squishes his way through a mass of wires in a small chute. He talks on his comlink.

YODA: Hurry. Careful timing we will need.

BAIL ORGANA: (in speeder) There aren't many troops on this side. Activate your homing beacon when you're ready.

208 INT. CORUSCANT-SENATE CHAMBER-MAIN ARENA-NIGHT

A Senate pod with COMMANDER THIRE (4477) and SEVERAL OTHER CLONE TROOPERS climb up to where MAS AMEDDA and PALPATINE are waiting. Beneath the Main Podium, TWENTY CLONE TROOPERS search for Yoda 's body.

CLONE COMMANDER THIRE: There is no sign of his body, sir.

MAS AMEDDA: Then he is not dead.

PALPATINE: Double your search.

CLONE COMMANDER THIRE: Yes sir. Right away, sir.

PALPATINE: (to Mas Amedda) Tell Captain Kagi to prepare my shuttle for immediate takeoff.

MAS AMEDDA: Yes, Master.

PALPATINE: I sense Lord Vader is in danger.

PALPATINE walks into the Arena hallway. COMMANDER THIRE descends down to the floor of the Arena, where an intense search is taking place. SEVERAL CURIOUS SENATORS rubberneck in scattered pods.

209 EXT. MUSTAFAR-COLLECTION PANELS-DAY

OBI-WAN and ANAKIN battle on the top of the multispired collection panels, jumping from one to the other. At the end of the collection cluster, a huge spray of lava covers the attachments that hold up the collectors. The frame begins to melt. It's raining lava. Both ANAKIN and OBI-WAN run for cover under the collection cluster. They continue to fight in the lava rain, darting from cover to attack, then quickly retreating to cover.
Support for the entire structure begins to fall away, and the collection cluster falls into the lava river. The Jedi continue their fight, climbing to the highest point on the tower as the rest begins to melt away as it rides the swift current down the river.

It bends toward the lava as they get out toward the end. The fighting gets fierce. OBI-WAN gets to the end and is trapped. The tower slowly starts to sink under the lava.

210 EXT. CORUSCANT-SENATE OFFICE BUILDING-NIGHT

BAIL ORGANA, in his open Cockpit Speeder, flies along next to the roof eave of the huge Senate Building. He slows and moves closer to a long row of recessed lights. Suddenly YODA falls out of one of the light recesses and lands in the Speeder. BAIL guns it and heads away from the Senate Building.

211 INT. CORUSCANT-BAIL ORGANA'S SPEEDER-NIGHT

YODA straightens himself out.

YODA: Into exile I must go. Failed, I have.

YODA and BAIL fly into the traffic of the city.

212 EXT. MUSTAFAR-COLLECTION PANELS-DAY

OBI-WAN realizes he is getting very close to the edge of the lava falls. He grabs a rope and leaps from the collection arm. ANAKIN follows.
ANAKIN and OBI-WAN continue their sword fight hanging from cables as they swing past each other.

213 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY

C-3PO carefully lifts PADME into his arms. R2-D2 nervously looks on. BEEPING.

C-3PO: I am being careful. I've got a good hold on her, but . . . I'm worried about my back. I hope it's able to hold up under this weight.

C-3PO carries PADME into the Naboo Skiff.

214 EXT. MUSTAFAR-COLLECTION PANELS-DAY

From their cables, ANAKIN and OBI-WAN both spot something that causes them to stop fighting. The lava river ahead drops off in a tremendous lava fall.

SNAPPING AND METAL GROANS are heard as the main part of the collector starts to break away and move toward the lava fall. OBI-WAN looks around and sees a small floating platform making its way toward the tower.

OBI-WAN does a double hack-flip and lands squarely on the floating platform. He immediately leans to one side and moves away from the tower.

ANAKIN realizes he is doomed as the entire tower heads for the falls. In the distance he sees some CONSTRUCTION DROIDS. He swings back to the tower, climbs up and makes a running leap and miraculously lands on A WORKER DROID. The DROID is confused and chatters to his CO-WORKER. The giant collector goes over the lava flow and disappears in the mist of sparks below.

OBI-WAN heads for the bank of the lava river, but Anakin's DROID is faster. He catches up with his old Master.

OBI-WAN and ANAKIN continue the swordfight. They battle away, balancing on the tiny platform and puzzled DROID. ANAKIN, standing on the Droid, approaches OBI-WAN on the work platform.

OBI-WAN: I have failed you, Anakin. I was never able to teach you to think.

ANAKIN and OBI-WAN confront each other on the lava river.

ANAKIN: I should have known the Jedi were plotting to take over . . .

OBI-WAN: From the Sith!!! Anakin, Chancellor Palpatine is evil.

ANAKIN: From the Jedi point of view! From my point of view, the Jedi are evil.

OBI-WAN: Well, then you are lost!

ANAKIN: This is the end for you, My Master. I wish it were otherwise.

ANAKIN jumps and flips onto OBI- WAN's platform. The fighting continues again until OBI-WAN jumps toward the safety of the black sandy edge of the lava river. He yells at Anakin.

OBI-WAN: It's over, Anakin. I have the high ground.

ANAKIN: You underestimate my power!

OBI-WAN: Don't try it.

ANAKIN follows, and OBI-WAN cuts his young apprentice at the knees, then cuts off his left arm in the blink of an eye. ANAKIN tumbles down the embankment and rolls to a stop near the edge of the lava.

ANAKIN struggles to pull himself up the embankment with his mechanical hand. His thin leather glove has been burned off. He keeps sliding down in the black sand.

OBI-WAN: (continuing) . . . You were the Chosen One! It was said that you would, destroy the Sith, not join them. It was you who would bring balance to the Force, not leave it in Darkness.

OBI-WAN picks up Anakin's light saber and begins to walk away. He stops and looks back.

ANAKIN: I hate you!

OBI-WAN: You were my brother, Anakin. I loved you.

ANAKIN'S clothing blows into the lava river and ignites. Suddenly ANAKIN bursts into flames and starts SCREAMING.

215 INT. MUSTAFAR-VOLCANO EDGE-DAY

OBI-WAN looks in horror as ANAKIN becomes engulfed in flames. OBI-WAN can't watch him as he struggles to climb the embankment, covered in flames.

He runs back to Padme's ship as ANAKIN drops, smoldering, near the top of the lava pit.

216 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY

OBI-WAN makes his way to the SKIFF. He looks for Padme. THREEPIO sticks his head out the door of the SKIFF.

C-3PO: Master Kenobi! We have Miss Padme on board. Please, please hurry. We should leave this dreadful place.

OBI-WAN runs on board the Naboo Skiff.

217 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY

PADME lies on a cot or bed inside the ship. OBI-WAN walks over and checks on her.

PADME: Obi-Wan? Is Anakin all right?

OBI-WAN looks at her sadly and does not answer. He brushes her hair back. Padme drops back into unconsciousness. ARTOO watches over her.
OBI-WAN rides in the co-pilot's station. He sits looking pensive. THREEPIO drives.

218 EXT. MUSTAFAR-VOLCANO EDGE-DAY

ANAKIN crawls up the bank, his body smoking. A shuttle flies overhead and lands.

219 EXT. MUSTAFAR-LANDING PLATFORM-IMPERIAL SHUTTLE-DAY

An Imperial Shuttle closes its wings and settles on the highest of the Mustafar Landing Platforms. A PLATOON OF CLONE TROOPERS exits the craft, followed by DARTH SIDIOUS.

220 INT. MUSTAFAR-VOLCANO PIT-DAY

DARTH SIDIOUS walks in front of the CLONE TROOPERS on his way to get to Anakin at the edge of the lava pit.

221 EXT. MUSTAFAR-VOLCANO PIT-DAY

DARTH SIDIOUS discovers what remains of ANAKIN and checks him out. He turns to the CLONES.

DARTH SIDIOUS: Anakin! Anakin! There he is. He's still alive. Get a medical capsule, immediately.

CLONE CAPTAIN: Yes sir. Right away.

Several of the CLONES rush off as DARTH SIDlOUS puts his hand on ANAKIN's forehead.

222 INT. POLIS MASSA-OBSERVATION DOME-NIGHT

On the isolated asteroid of Polis Massa, YODA meditates.

YODA: Failed to stop the Sith Lord, I have. Still much to learn, there is ...

QUI -GON: (V.O.) Patience. You will have time. I did not. When I became one with the Force I made a great discovery. With my training, you will be able to merge with the Force at will. Your physical self will fade away, but you will still retain your consciousness. You will become more powerful than any Sith.

YODA: Eternal consciousness.

QUI-GON: (V.O.) The ability to defy oblivion can be achieved, but only for oneself. It was accomplished by a Shaman of the Whills. It is a state acquired through compassion, not greed.

YODA: . . . to become one with the Force, and influence still have . . . A power greater than all, it is.

QUI-GON: (V.O.) You will learn to let go of everything. No attachment, no thought of self. No physical self.

YODA: A great Jedi Master, you have become, Qui-Gon Jinn. Your apprentice I gratefully become.

YODA thinks about this for a minute, then BAIL ORGANA enters the room and breaks his meditation.

BAIL ORGANA: Excuse me, Master Yoda. Obi-Wan Kenobi has made contact.

223 EXT. MUSTAFAR-LANDING PLATFORM-DAY

The CLONES have placed ANAKIN in a medical capsule. They float the wounded Sith Lord into the belly of the IMPERIAL CRUISER. DARTH SIDIOUS follows the capsule into the ship. The ship takes off.

224 EXT. POLIS MASSA-LANDING PLATFORM-NIGHT

OBI-WAN lands the Naboo Cruiser on the landing platform of the isolated post of Polis Massa. YODA and BAIL ORGANA, along with a FEW GROUND CREW, are waiting as the ramp lowers and OBI-WAN emerges, carrying the unconscious PADME in his arms, followed by ARTOO and THREEPIO.

BAIL ORGANA: We'll take her to the medical center, quickly.

225 EXT. LANDING PLATFORM-CORUSCANT-IMPERIAL REHAB CENTER-DAY

The shuttle lands. DARTH SIDIOUS and CLONE TROOPERS leave the shuttle. ANAKIN's body is carried along in a floating medical capsule.

226 INT. POLIS MASSA-MEDICAL CENTER-NIGHT

POLIS MEDICS work, on PADME in an operating theater. OBI-WAN and one of the MEDICAL DROIDS enter an observation room where BAIL and YODA are waiting.

MEDICAL DROID: Medically, she is completely healthy. For reasons we can't explain, we are losing her.

OBI-WAN: She's dying?

MEDICAL DROID: We don't know why. She has lost the will to live. We need to operate quickly if we are to save the babies.

BAIL ORGANA: Babies??!!

MEDICAL DROID: She's carrying twins.

YODA: Save them, we must. They are our last hope.

The MEDICAL DROID rushes back to the operating room. ARTOO and THREEPIO watch, greatly puzzled. ARTOO BEEPS.

C-3PO: It s some kind of reproductive process, I think.

227 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY

ANAKIN, in the medical capsule, is lifted onto a table in the Rehab Center. DROIDS go to work on him. ANAKIN has new legs and a new arm.

228 INT. POLIS MASSA-MEDICAL CENTER-NIGHT

The TWINS are being delivered as BAIL ORGANA, YODA, ARTOO, and THREEPIO watch. OBI-WAN is in the operating theater with PADME. He takes her hand.

OBI-WAN: Don't give up, Padme.

PADME winces from the pain. The MEDICAL DROID is holding the BABY.

MEDICAL DROID: It's a boy.

PADME: Luke . . .

PADME can only offer up a faint smile. She struggles to touch the baby on the forehead.

MEDICAL DROID: ... and a girl.

PADME: . . . Leia.

R2-D2, THREEPIO and BAIL ORGANA watch from an adjoining space.

229 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY

VADER, dressed in his black body armor, lies on the table. Nose plugs are inserted and the mask drops from above, sealing tightly. The helmet is fitted and VADER begins breathing.

230 INT. POLIS MASSA-MEDICAL CENTER-NIGHT

OBI WAN leans over PADME and softly speaks to her.

OBI-WAN: You have twins, Padme They need you . . . hang on.

PADME: I can't . . .

PADME winces again and takes OBI-WAN's hand. She is holding Anakin's japor snippet.

OBI-WAN: Save your energy.

PADME: Obi-Wan . . . there . . . is good in him. I know there is ... still . . .

A last gasp, and she dies. Obi-Wan studies the necklace.

231 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY

DARTH SIDIOUS hovers around the periphery of a group of MEDICAL DROIDS who are working on ANAKIN. DARTH SIDIOUS paces in the foreground. A DROID approaches the Dark Lord.

MEDICAL DROID: My Lord, the construction is finished ... he lives.

DARTH SIDIOUS: Good. Good.

The DROID moves back to the table where DARTH VADER lies. The table begins to move upright. DARTH SIDIOUS moves in next to DARTH VADER.

DARTH SIDIOUS: (continuing) Lord Vader, can you hear me?

DARTH VADER, with his dark mask and helmet, moves up into the frame until he is in a CLOSEUP.

DARTH VADER: Yes, My Master.

DARTH VADER looks around the room.

DARTH VADER: (continuing) Where is Padme? Is she safe, is she all right?

DARTH SIDIOUS moves closer to the half droid/half man.

DARTH SIDIOUS: I'm afraid she died. ... it seems in your anger, you killed her.

A LOW GROAN emanates from Vader's mask. Suddenly everything in the room begins to implode, including some of the DROIDS.

DARTH VADER: I couldn't have! She was alive! I felt her! She was alive! It's impossible! No!!!

VADER SCREAMS, breaks his bonds to the table, and steps forward, waving his hands, causing objects to fly around the room. SIDIOUS deflects the objects, but some of the DROIDS aren't so lucky. VADER'S PAINFUL SCREAMS echo throughout the Center.

232 EXT. NABOO-ALDERAAN STARCRUISER

BAIL ORGANA's Starcruiser approaches the city of Theed.

233 INT. ALDERAAN CRUISER-CONFERENCE ROOM

BAIL ORGANA, YODA, and OBI-WAN sit around a conference table.

YODA: Pregnant, she must still appear. Hidden, safe, the children must be kept.

OBI-WAN: We must take them somewhere the Sith will not sense their presence.

YODA: Split up, they should be.

BAIL ORGANA: My wife and I will take the girl. We've always talked of adopting a baby girl. She will be loved with us.

OBI-WAN: And what of the boy?

YODA: To Tatooine. To his family, send him.

OBI-WAN: I will take the child and watch over him. Master Yoda, do you think Anakin's twins will be able to defeat Darth Sidious?

YODA: Strong the Force runs, in the Skywalker line. Hope, we can . . . Done, it is. Until the time is right, disappear we will.

BAIL leaves the conference room. YODA stops OBI-WAN.

YODA: (continuing) Master Kenobi, wait a moment. In your solitude on Tatooine, training I have for you.

OBI-WAN: Training??

YODA: An old friend has learned the path to immortality.

OBI-WAN: Who?

YODA: One who has returned from the netherworld of the Force to train me . . . your old Master, Qui-Gon Jinn.

OBI-WAN: Qui-Gon? But, how could he accomplish this?

YODA: The secret of the Ancient Order of the Whills, he studied. How to commune with him. I will teach you.

OBI-WAN: I will be able to talk with him?

YODA: How to join the Force, he will train you. Your consciousness you will retain, when one with the Force. Even your physical self, perhaps.

234 INT. ALDERAAN STARCRUISER-HALLWAY- SPACE

BAIL ORGANA, followed by ARTOO and THREEPIO, approaches CAPTAIN ANTILLES and TWO CREW MEMBERS.

BAIL ORGANA: Captain Antilles.

CAPTAIN ANTILLES: Yes, Your Highness.

BAIL ORGANA: I'm placing these droids in your care. Treat them well. Clean them up. Have the Protocol Droid's mind wiped.

C-3PO: Oh, no.

235 EXT. NABOO-MAIN SQUARE-DAWN

SIO BIBBLE walks with other MOURNERS.
LARGE CROWDS line the street as a flowered, covered coffin is drawn by SIX BEAUTIFUL WHITE BEASTS. SOLDIERS AND FAMILY
ATO DIGNITARIES follow the casket.
PADME's hand clutches the japor snippet.

236 EXT. DAGOBAH-DAY

A small escape pod hurls toward the swamp planet and disappears in the mist. The pod has landed, and YODA descends the ramp, surveying the unfamiliar terrain.

237 EXT. IMPERIAL STAR DESTROYER-SPACE

A Star Destroyer is surrounded by ATTACK CRUISERS. On the bridge of the Star Destroyer stands the EMPEROR and GOVERNOR
TARKIN.

DARTH VADER walks along the bridge to join the EMPEROR and GOVERNOR TARKIN. The camera PANS to reveal the huge frame
structure which is the beginning of the DEATH STAR.

238 EXT. ALDERAAN-STARCRUISER-SPACE

The ship approaches the surface of Alderaan.

239 EXT. ALDERAAN-LATE AFTERNOON

The QUEEN OF ALDERAAN sits on a balcony looking out over the awesome mountains of Alderaan. BAIL ORGANA brings a small baby to her. She takes her and rocks her.

240 EXT. TATOOINE-SUNSET

OBI-WAN rides up to the moisture farm homestead on an EOPIE. He dismounts, takes the BABY out of a papoose on his back, and walks toward AUNT BERU, who walks over to greet him. They talk for a moment, and OBI-WAN turns the baby over to the young homesteader. AUNT BERU walks to UNCLE OWEN who is standing on the ridge near the homestead. OBI-WAN leaves as OWEN, BERU, and the BABY watch the twin suns set.

IRIS OUT. END TITLES.