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VIEWS: 4 PAGES: 84 POSTED ON: 5/1/2012 Public Domain
Legend: Red bold text – deleted items Blue bold text – added or moved items ***Starred Items*** - notes 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 ***Original Title Replaced*** A VERGENCE IN THE FORCE ***Original Crawl Replaced*** Turmoil has engulfed the Galactic Republic. The greedy Trade Federation has seized the peaceful planet of Naboo with a blockade of deadly warships. Desperate for help, the young Queen Amidala, newly crowned ruler of the Naboo, has called upon the Galactic Senate for immediate resolution. While this congress of the Republic endlessly debates the 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 toward the beautiful planet of Naboo, which is surrounded by hundreds of Trade Federation battleships. INT. REPUBLIC CRUISER - COCKPIT In the cockpit of the cruiser, the CAPTAIN and PILOT are flying the ship. Two JEDI, QUI-GON and OBI-WAN, stand behind them. QUI-GON: Captain. CAPTAIN: Yes, sir? QUI-GON: Tell them we wish to board at once. The CAPTAIN pushes a button. CAPTAIN: With all due respect, (looking at viewscreen) the Ambassadors for the Supreme Chancellor wish to board immediately. On the viewscreen, NUTE GUNRAY, a Neimoidian trade viceroy, waits for a reply. NUTE: Yes, of course...as you know, our blockade is perfectly legal, and we'd be happy to receive the Ambassadors. EXT. FEDERATION BATTLESHIP - DOCKING BAY - SPACE The small space cruiser approaches the FEDERATION BATTLESHIP. INT. FEDERATION BATTLESHIP - DOCKING BAY The cruiser enters the enormous main bay of the Federation battleship. Many BATTLE DROIDS look on. The cruiser touches down. INT. FEDERATION BATTLESHIP - DOCKING BAY HALL A PROTOCOL DROID, TC-14, waits at the door to the docking bay. The door opens, and 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. INT. FEDERATION BATTLESHIP - CONFERENCE ROOM TC-14 leads the JEDI into the conference room. TC-14: We are greatly honored by your visit, Ambassadors. Make yourselves comfortable. My master will be with you shortly. The droid exits the room and the door closes. OBI-WAN KENOBI and QUI- GON JINN lower their hoods. 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 anxieties, Obi-Wan. Keep your concentration here and now where it belongs. OBI-WAN: But Master Yoda said I should be mindful of the future... QUI-GON: ...but not at the expense of the moment. Be mindful of the living Force, young Padawan. OBI-WAN: Yes, Master. The jedi move to the conference room window, out of which the planet of Naboo can be seen. OBI-WAN: How do you think this 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're here to force a settlement. NUTE: Distract them. I will contact Lord Sidious. DOFINE: Are you brain-dead? I'm not going in there with two Jedi. (looks at TC-14) Send a droid. NUTE AND DOFINE look expectantly at TC-14, who looks concerned. INT. FEDERATION BATTLESHIP - CONFERENCE ROOM TC-14 reenters the conference room, carrying a tray with drinks. OBI-WAN: Is it in their nature to make us wait this long? QUI-GON: No. I sense an unusual amount of fear for something as trivial as this trade dispute. OBI-WAN takes a drink from TC-14. The droid moves over to QUI-GON, who takes a drink as well. INT. FEDERATION BATTLESHIP – BRIDGE DARTH SIDIOUS appears in holographic form. DARTH SIDIOUS: What is it? DOFINE: This scheme of yours has failed, Lord Sidious. The blockade is finished. We dare not go against thee Jedi. DARTH SIDIOUS: Viceroy, I don't want this stunted slime in my sight again. DOFINE bows and exits. DARTH SIDIOUS: This turn of events is unfortunate. We must accelerate our plans. Begin landing your troops. NUTE: My lord, is that legal? DARTH SIDIOUS: I will make it legal. NUTE: And the Jedi? DARTH SIDIOUS: The chancellor should never have brought them into this. Kill them immediately. NUTE: Yes. Yes, my lord, uh. As you wish. SIDIOUS fades out. INT. FEDERATION BATTLESHIP - DOCKING BAY - SPACE A gun turret lowers in the docking bay. CREW MEMBER: Captain, look! CAPTAIN: (as fighters are launched and the turret aims at them) Shields... The gun turret fires, hitting the cockpit. The ship explodes. INT. FEDERATION BATTLESHIP - CONFERENCE ROOM The jedi leap to their feet and ignite their lightsabers as TC-14 drops the drink tray. TC-14: Sorry! Gas begins to fill the room. QUI-GON: (to OBI-WAN) Dioxis. The JEDI turn off their lightsabers and begin to hold their breath. INT. FEDERATION BATTLESHIP - HALLWAY BATTLE DROIDS approach the conference room. A hologram of NUTE appears in the conference room hallway. NUTE: They must be dead by now. Destroy what's left of them. The hologram fades off, as a BATTLE DROID pushes a button and moves away from the door. Smoke is seen beyond the doorway. The BATTLE DROIDS ready for battle. As they wait, a figure stumbles out of the smoke. It is TC-14, carrying the tray of drinks. TC14: Oh, excuse me. BATTLE DROID 1: Check it out, Corporal. We'll cover you. BATTLE DROID 2: (nodding) Roger, roger. Two lightsabers ignite in the fog. BATTLE DROID 1: Uh-oh. Blast them. The DROIDS fire into the smoke. The lightsabers deflect the first shots, hitting the closest droids. OBI-WAN jumps into the hallway and cuts down a droid. QUI-GON takes out four droids in quick succession. INT. FEDERATION BATTLESHIP - BRIDGE NUTE and RUNE are watching a static-filled viewscreen. NUTE: What is going on down there? TEY HOW: We lost the transmission, sir. INT. FEDERATION BATTLESHIP - HALLWAY A droid is cut in half, and then another. OBI-WAN and QUI-GON each take out another droid. OBI-WAN uses a force push and three droids are knocked back onto the floor. INT. FEDERATION BATTLESHIP - BRIDGE NUTE and RUNE walk away from the viewscreen. RUNE: Have you ever encountered a Jedi Knight before, sir? NUTE: Well, no, but I don't...(to TEY HOW) Seal off the bridge. TEY HOW: Yes sir. RUNE: That won't be enough, sir. NUTE: I want droidekas up here at once!!! RUNE: We will not survive this. The doors to the bridge slam shut. INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE Spinning down the hall, the JEDI destroy several droids. OBI-WAN kicks a droid and then dispatches another with a deflected laser bolt, while QUI-GON makes his way to the bridge door and begins to cut through it. OBI-WAN slices the head off a droid, and then stabs it in the chest as it falls. INT. FEDERATION BATTLESHIP - BRIDGE Shot of QUI-GON's lightsaber cutting through from the other side. NUTE: Close the blast doors!!! The huge, very thick blast door slams shut, followed by a second door. INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE QUI-GON pauses to assess the situation. INT. FEDERATION BATTLESHIP - BRIDGE NUTE: That will hold them. INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE Yet another droid runs down the hall towards the jedi and takes a shot at OBI-WAN. OBI-WAN deflects the shot into the ceiling and destroys it by deflecting its second shot. OBI-WAN remains on the lookout as QUI- GON begins cutting through the doors again. INT. FEDERATION BATTLESHIP - BRIDGE Smoke and an orange glow appear on the blast doors. RUNE: They are still coming through! NUTE: This is impossible! INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE QUI-GON continues to cut through the door. INT. FEDERATION BATTLESHIP - BRIDGE On the door, chunks of molten metal begin to drop away. RUNE: (turning to NUTE) Where are those droidekas? INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE Two DESTROYERS roll down the hall towards the jedi. OBI-WAN: Master! Destroyers! QUI-GON withdraws his lightsaber from the door. The DESTROYERS stop, unfold, activate their shields, and open fire. The jedi struggle to deflect the laser bolts. OBI-WAN: They have shield generators! The DESTROYERS continue their assault. QUI-GON: It's a standoff! Let's go! OBI-WAN and QUI-GON retreat down the hall as the door explodes from the DESTROYER fire. The DESTROYERS deactivate their shields and pursue the jedi, firing as they go. INT. FEDERATION BATTLESHIP - BRIDGE RUNE: They're no match for droidekas. TEY HOW: Sir! NUTE turns to look at TEY HOW. TEY HOW: They've gone up the ventilation shaft. INT. FEDERATION BATTLESHIP - MAIN BAY QUI-GON and OBI-WAN drop down into the giant hanger bay. They creep over to a stack of containers and look out to the hanger floor. QUI-GON: Battle droids. OBI-WAN: It's an invasion army. Thousands of BATTLE DROIDS stand in columns, ready to board the giant TROOP TRANSPORTS. QUI-GON: This is 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. QUI-GON looks at OBI-WAN OBI-WAN: The negotiations were short. INT. FEDERATION BATTLESHIP - BRIDGE TEY HOW: Sir, a transmission from the planet. On the viewscreen, QUEEN AMIDALA appears. RUNE: It's Queen Amidala herself. NUTE: At last we are getting results. NUTE steps toward the viewscreen. NUTE: (cont'd) Again you come before us, your highness. AMIDALA: You will not be so pleased when you hear what I have to say, Viceroy...Your trade boycott of our planet has ended. NUTE and RUNE exchange glances. NUTE: I was not aware...of such failure. AMIDALA: I have word that the chancellor's ambassadors are with you now, and that you have been commanded to reach a settlement. NUTE: I know nothing of any Ambassadors...you must be mistaken. AMIDALA: Beware, Viceroy...the Federation has gone too far this time. NUTE: We would never do anything without the approval of the Senate. You assume too much. AMIDALA: We will see. The QUEEN fades off. RUNE: She's right, the Senate will never.... NUTE: (interrupting) It's too late now. RUNE: Do you think she suspect an attack? NUTE: I don't know, but we must move quickly to disrupt all communications down there. EXT. NABOO PALACE – DAY Establishing shot of the Palace, perched high atop a cliff. INT. NABOO PALACE - THRONE ROOM The QUEEN, EIRTAE, SACHE and her Governor, SIO BIBBLE, stand before a hologram of SENATOR PALPATINE. PALPATINE: Negotiations haven't started because the ambassadors aren't there? How could that be true? I have assurances from the Chancellor his Ambassadors did arrive. (garbled) (garbled)...negotiate...ambassadors...nobody would... The hologram of PALPATINE sputters and fades away. AMIDALA: Senator Palpatine?!? (turns to Panaka) What's happening? CAPTAIN PANAKA turns to his SARGEANT CAPT. PANAKA: Check the transmission generator. BIBBLE: A communications disruption can mean only one thing. Invasion. AMIDALA: 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 are the Chancellor's Ambassadors? CAPT. PANAKA steps forward. 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 Multiple landing craft fly in formation toward the surface of the planet Naboo. EXT. NABOO SWAMP The landing craft slowly descend and land on the planet. Battle droids on personal hovercraft patrol the area as troop transports emerge from the landing craft. A transport moves into the swamp, knocking down a tree in its path, as a battle droid watches a small hologram of RUNE and NUTE appear on the turret gun. BATTLE DROID: Yes, Viceroy? RUNE: Captain, we've searched the ship, and there is no trace of the Jedi. They may have gotten on one of your landing craft. BATTLE DROID: If they're down here, sir, we'll find them. NUTE: Use caution. These jedi are not to be underestimated. Animals flee as the troop transports continue to advance, knocking down trees as they go. The animals race through the swamp. QUI-GON flees from the transports as well. An odd, frog-like Gungan, JAR JAR BINKS, looks around in panic at the fleeing animals. QUI-GON continues to run, directly at JAR JAR. JAR JAR: Oh, no! QUI-GON: Get away! Get out of here! QUI-GON crashes into JAR JAR. QUI-GON: Get down! QUI-GON pulls JAR JAR down with him to the ground. The transport races overhead and passes them by. QUI-GON gets to his feet and JAR JAR does likewise, though in a more acrobatic manner. JAR JAR: Was'n dat? (QUI-GON takes off) Hey wait! JAR JAR chases after QUI-GON. JAR JAR: Oh, mooie-mooie! I love you! QUI-GON: You almost got us killed. Are you brainless? JAR JAR: I spake. QUI-GON: The ability to speak does not make you intelligent. Now get out of here. JAR JAR: No, no! Mesa stay. Mesa called Jar Jar Binks. Mesa your humble servant. QUI-GON: That won't be necessary. JAR JAR: Oh but it 'tis! 'Tis demanded by the gods, it 'tis. A laser bolt strikes the ground. In the distance, OBI-WAN appears, being fired upon by a battle droid on a personal hovercraft. JAR JAR: Oh, no! QUI-GON: Stay down! Jar Jar drops to the ground as QUI-GON ignites his lightsaber. JAR JAR: ...Whoo! QUI-GON destroys the hovercraft with a deflected laser bolt. A second craft approaches, firing as it moves in. QUI-GON destroys this one as well, and the wreckage of the craft tumbles to the ground. JAR JAR stands up to confront the two jedi. JAR JAR: You saved my again. OBI-WAN: What's this? QUI-GON: A local. Let's get out of here before more droids show up. OBI-WAN and QUI-GON take off. JAR JAR: More? More did you spake? JAR JAR tries to keep up. JAR JAR: (cont'd) Ex-squeeze me, but de mostest safest place would be Gunga City. Is where I grew up. 'Tis a hidden city. They all stop. QUI-GON: A city? JAR JAR: (Nodding his head) Uh-huh. QUI-GON: Can you take us there? JAR JAR: Uh, on second thought...no. Not really, no. QUI-GON: No? JAR JAR: 'Tis embarrassing...but, uh, my afraid my've been banished. My forgotten. Da bosses would do terrible tings to me. Teeee-rible tings to me if me goen back dare. A PULSATING SOUND is heard in the distance. QUI-GON: You hear that? JAR JAR puts his hand to his ear. JAR JAR: Yah. QUI-GON: That is the sound of a thousand terrible things heading this way. OBI-WAN: If they find us, they will crush us, grind us into tiny pieces, and blast us into oblivion. JAR JAR considers this information. JAR JAR: Oh...Yousa point is well seen. This way. JAR JAR turns to head off as OBI-WAN ducks to avoid his ears. JAR JAR: Hurry! EXT. NABOO SWAMP LAKE - TWILIGHT QUI-GON, OBI-WAN and JAR JAR approach a lake. QUI-GON: How much further? JAR JAR: Wesa goen underwater, okeyday? Ah my warning you, Gungans no liken outsiders, so don't spect a warm welcome. OBI-WAN: Oh don't worry. This hasn't been our day for warm welcomes. OBI-WAN is about to put on a breathing mask, when JAR JAR jumps... JAR JAR: Ar, ar, ar! Ooh, ooh, ooh, ooh, ooh! ...does a double somersault with a twist, and dives into the water. Putting their breath masks on, QUI-GON and OBI-WAN wade in after him. JAR JAR appears in the water. JAR JAR: (Blubbering slightly) Yousa follow me now, okeyday? JAR JAR, OBI-WAN, and QUI-GON disappear underwater. EXT. NABOO LAKE - UNDERWATER QUI-GON swims below the surface. Just ahead, JAR JAR swims past a rock outcropping, revealing Gunga City, an underwater city made up of large bubbles. OBI-WAN looks around as JAR JAR approaches the city. QUI-GON also looks around as the group touches down on a platform and JAR JAR enters the large bubble. The jedi pass through the membrane opening and remove their breathing masks. INT. OTOH GUNGA - CITY SQUARE JAR JAR: So good bein home. Several GUNGANS are surprised to see the group and begin walk away, talking amongst themselves as they go. GUNGAN: Oh me gusa. GUNGAN 2: Hata-hata. QUI-GON and OBI-WAN look around, then follow JAR JAR down a set of stairs. A growling KADDUS approaches the group, ridden by CAPTAIN TARPALS. TARPALS: Hey, yousa. Stopa dare! JAR JAR: Heyo-daleya, Captain Tarpals. Mesa back! TARPALS: Noah gain, Jar Jar. Yousa goen tada bosses. Yousa in big dudu dis time. JAR JAR: (deflated) Ohh. Another GUNGAN ON A KADDUS approaches JAR JAR. JAR JAR: Ay, ay. The GUNGAN zaps JAR JAR with his power pole. JAR JAR jumps and yelps. JAR JAR: How wude. The KADDUS grunts and JAR JAR gestures to TARPULS. INT. GUNGA CITY - HIGH TOWER BOARD ROOM The Bosses' Board Room has bubble walls, with a long circular judge's bench filled with GUNGAN OFFICIALS along one side. OBI-WAN and QUI-GON stand facing BOSS NASS. BOSS NASS: (Makes Tkk-tkk-tkk-tkk noise) Yousa cannot bees hair. Dis army of mackineeks up dare is new weesong. QUI-GON: A droid army is about to attack the Naboo. We must warn them. BOSS NASS: Wesa no like da Naboo. (tkk-tkk-tkk-tkk noise) Da Naboo tink day so smarty. Day tink day brains so big. OBI-WAN: Once those droids take control of the surface, they will take control of you. BOSS NASS: Mesa no tink so. Dey not know of uss-en. OBI-WAN: You and the Naboo form a symbiont circle. What happens to one of you will affect the other. You must understand this. BOSS NASS: Wesa no (blubbering) carrrre-n about da Naboo. QUI-GON: (waves his hand) Then speed us on our way. BOSS NASS: Wesa ganna speed yous away. QUI-GON: (waves his hand again) We could use a transport. BOSS NASS: Wesa give yousa una bongo. JAR-JAR: (surprised look) Hmm? BOSS NASS: Da speediest way tooda Naboo tis goen through...(ominous look) the planet core. Now...go. QUI-GON: Thank you for your help. We leave in peace. QUI-GON and OBI-WAN turn and begin to leave. OBI-WAN: Master, what's a bongo? QUI-GON: A transport, I hope. JAR JAR: Deysa setten yousa up. Goen through da planet core? Bad bombin'. Mnn...any help here would be hot. (slight laugh) QUI-GON turns back. OBI-WAN: Master, we're short on time. QUI-GON: We need a navigator to get us through the planet's core. This Gungan may be of help. QUI-GON walks back to BOSS NASS. QUI-GON: What is to become of Jar Jar Binks here? BOSS NASS: Hisen to be...pune-ished. BOSS NASS smiles and JAR-JAR moans and bows his head. QUI-GON: I saved his life. He owes me what you call a life debt. (Waves hand yet again) Your gods demand that his life belongs to me now. BOSS NASS: Binkssss...yousa havena liveplay with thisen hisen? JAR-JAR: Mm, uh-huh. BOSS NASS blubbers quite a bit, spittle flying. He raises his hand BOSS NASS: Begone wit him! QUI-GON bows his head slightly and turns to leave again. JAR-JAR is released from his handcuffs. JAR JAR: Count me outta dis one. Better dead here den dead in da core...(smacks head with hand) Yee gods, whata mesa sayin? JAR-Jar follows the jedi. EXT. NABOO CITY - UNDERWATER - SUB (FX) Establishing shot of the underwater city. A submarine exits one of the bubbles and propels itself away from the city, leaving the glow of the settlement in the distance. It heads down into the depths. INT. SUB COCKPIT - UNDERWATER OBI-WAN pilots the sub, JAR JAR sits next to him, and QUI-GON is in back. JAR JAR: Dis is nutsen. (turns head to look out window) Oh, gooberfish! OBI-WAN: Why were you banished, Jar Jar? JAR JAR: It's a longo tale-o, buta, a small part of it would be...mesa...clumsy. OBI-WAN: You were banished because you because you were clumsy? JAR JAR: Uhhh...Yousa might'n be sayin dat. As the sub continues through the deep, a very large OPEE SEA KILLER comes out of the dark, turns, and begins to swim after them. The sub heads down farther into the deep, pursued by the giant creature. JAR JAR: Mesa cause maybe one or two-y lettle bitty axadentes, huh? Yud-say, boom da gasser, den crashin der boss's heyblibber, den banished. The OPEE SEA KILLER catches up and extends its tongue out. The tongue spears the sub, causing a large crashing noise. The jedi and JAR JAR turn to see what has caught them. JAR JAR: Wuh-oh! With a growl, the OPEE SEA KILLER pulls the sub into its mouth. JAR JAR: Big gooberfish! Huge-o teeth! The OPEE SEA KILLER begins to swim off with the sub, but an even larger sea creature (the SANDO AQUA MONSTER) approaches, roars, and sinks its teeth into the OPEE SEA KILLER, which yelps in pain and lets the sub go free. QUI-GON: (turning to face front) There's always a bigger fish. JAR-JAR: Mesa tink we goen back now. The sub continues on its way as the SANDO AQUA MONSTER grasps the OPEE SEA KILLER and tears its head off. The sub continues down deeper. EXT. FEDERATION BATTLESHIP – SPACE Small fighters fly past camera towards the Federation Battleship INT. FEDERATION BATTLESHIP - BRIDGE NUTE and RUNE stand before a hologram of DARTH SIDIOUS. NUTE: The invasion is on schedule, My Lord. DARTH SIDIOUS: I have the Senate bogged down in procedures. They will have no choice but to accept your control of the system. NUTE: The Queen has great faith that the Senate will side with her. DARTH SIDIOUS: Queen Amidala is young and naive. You will find controlling her will not be difficult. NUTE: Yes, 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 The craft continues on. JAR JAR looks back at QUI-GON. JAR JAR: Where wesa goin? QUI-GON: Don't worry. The Force will guide us. JAR JAR: Ohh, maxi big, da Force. Well dat smells stinkowiff. An alarm sounds in the cockpit. OBI-WAN: We're losing power. JAR JAR: Ohhh, no. The sub comes to a halt as the lights go out. JAR JAR: Wesa dyin' here. (puts hands on head) Oh, ho ho. QUI-GON: Just relax. We're not in trouble yet. JAR JAR: What yet? Monsters out dare. Leak'n in here. (gesturing) All sink'n and no power? Whena yousa tinkin wesa in trouble? OBI-WAN shorts a circuit and there is a small flash of sparks. OBI-WAN: Power's back. JAR JAR: Huh? The lights come on, revealing an ugly COLO CLAW FISH right in front of them. JAR JAR: Aah, monster's back! (unintelligible blubbering) The large COLO CLAW FISH roars and opens its mouth. OBI-WAN tilts the sub, and the sub turns around and speeds away. The large fish pursues. JAR JAR whimpers. QUI-GON: (to JAR JAR) Relax. QUI-GON puts his hand on JAR JAR's shoulder. JAR JAR relaxes into a coma, still whimpering slightly. OBI-WAN: (to QUI-GON) You overdid it. The COLO CLAW FISH growls and continues to pursue. As the sub is about to exit the tunnel, yet another large sea creature appears and opens its mouth. OBI-WAN takes quick evasive action and steers the sub above the creature. The creature then catches the COLO CLAW FISH in its mouth as the sub continues on. JAR JAR: (almost awake, slightly blubbering) Horrrrrible. QUI-GON: (pointing) Head for that outcropping. JAR JAR: (shaking awake and blubbering more) Oh, boy. The sub continues on. EXT. GRASSY PLAIN - APPROACHING THEED - DAY (FX) The long columns of the DROID ARMY move across the grassy plain leading to Theed, the Naboo capital. EXT. THEED PLAZA - DAY (FX) DROID ARMY fighters fly over the city. The QUEEN watches helplessly from a large window in the palace (followed by close-up of same shot). Through the window, the DROID ARMY can be seen entering the city. A BATTLE DROID on a personal hovercraft flies by the window. NUTE and RUNE exit a transport that has just landed in the plaza. BATTLE DROID: (approaching) Viceroy, we have captured the queen. NUTE: (to RUNE) Ah, victory! They walk off. INT. NABOO LAKE - UNDERWATER - SUB (FX) The sub continues its underwater journey. EXT. THEED - ESTUARY - DAY A shot of paradise by the lake. There is a LOUD RUSH OF BUBBLES, scattering a few squawking water fowl, and the sub bobs to the surface. JAR JAR: Mmm, dis'n loverly. OBI-WAN switches off the sub's protective force field. QUI-GON stands up to look around. What he sees is that the sub is not too far from the edge of a waterfall. JAR JAR: Uh-oh! QUI-GON: Get this thing started. OBI-WAN tries to start the engine. The long prop behind the sub slowly begins to rotate. OBI-WAN: There isn't enough power! QUI-GON takes a cable out of his belt. He shoots the thin cable, and it stretches out towards a wall, lodges in the wall, and the cable is pulled tight. The sub is anchored by the cable as JAR JAR blubbers. The edge of the waterfall is shown. The back end of the sub appears over the edge. OBI-WAN jumps into the water. QUI-GON goes in after him. The cable is about to come out of the wall. OBI-WAN moves along the cable. QUI-GON also moves along the cable. OBI-WAN reaches the wall, with QUI-GON a little more than halfway there. JAR JAR swims underwater. The cable gives out and the sub goes over the edge. It tumbles down the side of the waterfall, heads for the bottom, and breaks up on a rock outcropping below. OBI-WAN and QUI-GON help JAR JAR out of the water. EXT. THEED - PALACE - DAY The waterfalls of Theed sparkle in the noonday sun. QUI-GON and OBI- WAN head up the stairs with JAR JAR trailing. JAR JAR blubbers. The camera pans up to reveal the splendor of THEED. INT. THEED - PALACE STAIR QUEEN AMIDALA, HER HANDMAIDENS, SIO BIBBLE, CAPTAIN PANAKA, and NABOO GUARDS are led down the stairs at gunpoint by BATTLE DROIDS, as well as NUTE and RUNE. BIBBLE: How will you explain this invasion to the Senate? NUTE: The Queen and I will sign a treaty that will legitimize our occupation here. I have assurances it will be ratified by the Senate. AMIDALA: I will not co-operate. NUTE: Now, now, your Highness. In time, the suffering of your people will persuade you to see our point of view. (turning to approaching BATTLE DROID) Commander. BATTLE DROID: Yes Sir. NUTE: Process them. BATTLE DROID: (to other droid) Captain, take them to Camp Four. BATTLE DROID 2: Roger roger. The Naboo party is led farther down the stairs. EXT. PALACE - PLAZA - DAY The Naboo party is led down the exterior stairs of the palace by the BATTLE DROIDS. The plaza is filled with tanks and BATTLE DROIDS, which they pass on their way to the detention camp. (Shot of them walking right to left, possibly from a balcony) QUI-GON, OBI-WAN, and JAR JAR creep up to the corner of a column, and QUI-GON sees them walking below. The JEDI and JAR JAR sneak across, around a corner, and crouch behind a low wall on the walkway above the street. QUI-GON and OBI-WAN ready their lightsabers. The BATTLE DROIDS continue to lead their captives. The jedi jump from walkway down to the plaza below as JAR JAR gets caught on the walkway. JAR JAR: Whoops! OBI-WAN kicks two droids and the rescue attempt is on. JAR JAR finally drops from the walkway ("Whoo-hoo") as the jedi each cut through a droid. QUI-GON slices a droid and its upper half slides across the street. QUI-GON destroys another droid, then puts away his lightsaber and uses a force push to disable two more droids. OBI-WAN's lightsaber finishes off one droid, then another, and he spins his lightsaber in front of him. QUI-GON: (to the others) We should leave the street, your highness. CAPT. PANAKA: Get their weapons. JAR JAR: Whoa! Yousa guys bombad. The group moves to an alleyway. QUI-GON: We're ambassadors for the Supreme Chancellor. BIBBLE: Your negotiations seem to have failed, Ambassador. QUI-GON: The negotiations never took place. It's urgent that we make contact with the republic. CAPT. PANAKA: They've knocked out all our communications. QUI-GON: Do you have transports? CAPT. PANAKA: In the main hanger. This way. THEY continue down the alleyway. INT. CENTRAL HANGER - HALLWAY - DAY BATTLE DROIDS are in the hanger, guarding many Naboo spacecraft and pilots. CAPT. PANAKA: There are too many of them. QUI-GON: That won't be a problem. (to Amidala) Your Highness, under the circumstances, I suggest you come to Coruscant with us. AMIDALA: Thank you, Ambassador, but my place is 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: There is something else behind all this, Your Highness. There's no logic in the Federation's move here. My feelings tell me they will destroy you. BIBBLE: Our only hope is for the Senate to side with us. Senator Palpatine will need your help. AMIDALA: Either choice presents great danger...(looks at PADME) to us all. 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 to the Senate. (to Bibble as the JEDI start for the doorway) Be careful, Governor. INT. CENTRAL HANGER - DAY The jedi lead the group into the hanger. They head towards the BATTLE DROIDS. CAPT. PANAKA: (gesturing) We'll need to free those pilots. OBI-WAN: I'll deal with that. OBI-WAN heads toward the group of captured pilots while the others approach the BATTLE DROIDS. BATTLE DROID: Halt. QUI-GON: I'm Ambassador to the Supreme Chancellor. I'm taking these people to Coruscant. BATTLE DROID: Where are you taking them? QUI-GON: To Coruscant. BATTLE DROID: Coruscant? Uh, that doesn't compute. Uh, wait, uh, (gesturing) You're under arrest! QUI-GON draws his lightsaber and cuts down the droid and another close by. OBI-WAN kicks two droids, slices two more, and ducks a laser bolt. CAPT. PANAKA: (off screen, as QUI-GON cuts down a droid) Come on. Move! The rest of the party boards the NABOO spacecraft, QUI-GON makes a gesture and a droid goes flying as several other droids open fire. QUI-GON deflects a laser bolt, hitting a droid, and another is hit. OBI-WAN cuts down two more droids. OBI-WAN: (to the pilots) Go! The pilots leap to their feet and run along with OBI-WAN. OBI-WAN runs up as QUI-GON cuts down another droid. The pilots run by, and OBI-WAN also destroys a droid. The jedi take out a couple more droids, and the pilots board the spacecraft as the jedi attack and a pair of droid legs wander around. OBI-WAN cuts down a droid, QUI-GON cuts down a droid, and the jedi look around to see that there are no more enemies to vanquish. OBI-WAN boards the spacecraft as the pair of droid legs continue to wander. INT. NABOO SPACECRAFT - COCKPIT The PILOT (RIC OLIE), and CAPTAIN PANAKA enter the cockpit and ready the ship for takeoff. EXT. THEED - HANGER ENTRY - DAY (FX) The ship exits the hanger and heads up into the sky. INT. NABOO SPACECRAFT – DROID HOLD OBI-WAN stands in the droid hold with JAR JAR. OBI-WAN: (to JAR JAR) Now stay here, and keep out of trouble. OBI-WAN exits. JAR JAR turns and addresses a group of astromech droids, including R2-D2. JAR JAR: Hello, boyos. DROIDS: (various beeps and whistles) INT. NABOO SPACECRAFT - COCKPIT QUI-GON joins RIC OLIE and PANAKA in the cockpit. EXT. SPACE (FX) The spacecraft speeds away from the planet of Naboo. INT. NABOO SPACECRAFT - COCKPIT RIC OLIE: There's the blockade. Many Trade Federation ships are seen out the cockpit window. OBI-WAN enters the cockpit and along with QUI-GON appears concerned. The Federation ships begin to fire on the Naboo craft. EXT. SPACE (FX) The spacecraft continues to speed away from the planet of Naboo, taking heavy fire. A laser bolt scores a direct hit, causing flames to erupt from a port on the hull. INT. NABOO SPACECRAFT - COCKPIT Displays in the cockpit indicate the damage as alarms sound. RIC OLIE: The shield generator's been hit! INT. NABOO SPACECRAFT – DROID HOLD An alarm light pulsates in the droid hold. A yellow droid leaves its station and heads for the hovertube. Another yellow droid and then a red droid leave their stations as well. A blue R2 unit bumps into JAR JAR, who turns around in surprise. R2-D2: (beeps) JAR JAR: How wude! R2-D2: (going up tube) (whistles) EXT. SPACE (FX) R2 reaches the outside of the ship, extends its extra leg, and heads over to where the other droids are working on repairing the ship. A droid is blasted into space. INT. NABOO SPACECRAFT - COCKPIT On a display, another droid is sent packing. OBI-WAN: We're losing droids fast. The ship rocks as QUI-GON looks concerned. CAPT. PANAKA: (offscreen)If we can't get the shield generator fixed, we'll be sitting ducks. EXT. SPACE (FX) Another droid bites the dust. INT. NABOO SPACECRAFT - COCKPIT RIC OLIE: The shields are gone. EXT. SPACE (FX) R2-D2 mugs to the camera and whistles and beeps, then does some mechanic work. INT. NABOO SPACECRAFT - COCKPIT A display shows power coming back online. RIC OLIE looks at the display. RIC OLIE: The power's back! EXT. SPACE (FX) R2-D2 does some more work, whistles and beeps some more, and mugs to the camera yet again. INT. NABOO SPACECRAFT - COCKPIT RIC OLIE: That little droid did it. He bypassed the main power drive. Deflector shields up, at maximum. EXT. SPACE (FX) The Naboo spacecraft rushes past the Federation battleship. R2 turns and heads back towards the hovertube. The Naboo ship heads away from the Federation ship and into space. INT. NABOO SPACECRAFT - COCKPIT RIC OLIE: (offscreen) 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. OBI-WAN: (pointing at display) Here, Master. Tatooine. It's small, out of the way, poor. The Trade Federation have no presence there. CAPT. PANAKA: How can you be sure? QUI-GON: It's controlled by the Hutts. CAPT. PANAKA: You can't take Her Royal Highness there! The Hutts are gangsters. If they discovered her... QUI-GON: ...It'd be no different than if we landed on a system controlled by the Federation...except that the Hutts aren't looking for her, which gives us the advantage. EXT. SPACE – FEDERATION BATTLESHIP (FX) Brief shot of the Federation ship orbiting NABOO. INT. FEDERATION BATTLESHIP - CONFERENCE ROOM NUTE and RUNE sit around a conference table with a hologram of DARTH SIDIOUS. DARTH SIDIOUS: And Queen Amidala, has she signed the treaty? NUTE: She has disappeared, My Lord. One Naboo cruiser got past the blockade. DARTH SIDIOUS: (snarling) 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) ...This is my apprentice, Darth Maul. He will find your lost ship. The hologram fades off. NUTE: This is getting out of hand...now there are two of them. RUNE: We should not have made this bargain. EXT. SPACE – NABOO SPACESHIP (FX) Brief shot of the Naboo cruiser. INT. NABOO SPACECRAFT – QUEEN'S 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, Your Highness. 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 beeps. CAPTAIN PANAKA leans over and reads the number off the droid: CAPT. PANAKA: R2-D2, Your Highness. AMIDALA: Thank you, R2-D2. R2-D2: (chirps and woos) AMIDALA: (to Padme) Padme. Clean this droid up as best you can. It deserves our gratitude. R2-D2: (beeps, whistles) AMIDALA: (to Panaka) Continue, Captain. CAPTAIN PANAKA looks to OBI-WAN and QUI-GON. QUI-GON: (stepping forward) Your Highness, with your permission, we're heading for a remote planet called Tatooine. It's in a system far beyond the reach of the Trade Federation. CAPTAIN PANAKA: I do not agree with the Jedi on this. QUI-GON: You must trust my judgment, Your Highness. INT. NABOO SPACECRAFT - MAIN AREA PADME sits in the Main Area, cleaning a beeping R2-D2. JAR JAR: (offscreen) Hido! (Padme looks up) Sorry. Husa are yousa? PADME: I'm Padme. JAR JAR: Mesa Jar Jar Binks. PADME: You're a Gungan, aren't you? JAR JAR: (nodding) Uh-huh. PADME: How'd you end up here with us? JAR JAR: My no know...mesa day starten pitty okeyday witda brisky morning munchen. Den boom....getten berry scared, and grabben dat Jedi, and pow! Mesa here. Huh. Mesa getten berry berry scared. PADME smiles, ARTOO beeps. EXT. SPACE – NABOO SPACESHIP (FX) Brief shot of the Naboo cruiser approaching Tatooine. INT. NABOO SPACECRAFT - COCKPIT OBI-WAN and RIC OLIE look out at the planet. RIC OLIE: That's it. Tatooine. OBI-WAN: There's a settlement. QUI-GON: Land near the outskirts. We don't want to attract attention. EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY (FX) The Naboo spacecraft lands in the desert with a swirl of dust. INT. NABOO SPACECRAFT – HYPERDRIVE ROOM OBI-WAN is working on the hyperdrive. QUI-GON (dressed as a farmer) enters the room. OBI-WAN: The Hyperdrive generator's gone, master. We'll need a new one. QUI-GON: That'll complicate things. Be wary...I sense a disturbance in the Force. OBI-WAN: I feel it also, Master. QUI-GON: Don't let them send any transmissions. QUI-GON exits the room, OBI-WAN looks thoughtful. EXT. TATOOINE - DESERT - SPACESHIP - DAY QUI-GON, JAR JAR, and R2 begin the long trek across the desert towards MOS ESPA. JAR JAR : Dis sun do'in murder to mesa skin. CAPT. PANAKA: (offscreen) Wait! QUI-GON and JAR JAR stop and turn. PANAKA and PADME approach. CAPT. PANAKA: Wait... PANAKA and PADME come up to them. CAPT. PANAKA: Her Highness commands you to take her handmaiden with you. QUI-GON: No more commands from Her Highness today, Captain. The spaceport is not going to be pleasant. CAPT. PANAKA: The Queen wishes it. She's curious about the planet. QUI-GON: (sighing) This is not a good idea. Stay close to me. QUI-GON, JAR JAR, and PADME leave PANAKA behind. R2 chirps and beeps and follows as PANAKA heads back. The party continues on towards the spaceport. EXT. MOS ESPA - STREET - DAY The group enters the main street of Mos Espa. QUI-GON: ...moisture farms, for the most part. Some indigenous tribes and scavengers. The few spaceports like this one are havens for those that don't wish to be found... PADME: ....like us. JAR JAR: Dissen berry berry bad. (steps in ooze) Ooooh...icky icky goo! They continue up the street. QUI GON and PADME continue forward as a large beast of burden passes behind them, snorting QUI-GON: We'll try one of the smaller dealers. They head for a little junk shop. INT. WATTO'S JUNK SHOP WATTO, a pudgy blue alien who flies on short little wings, is making notes on an electronic pad. A bell rings, he looks up, and flies towards the group. WATTO: (speaking Huttese) Good day to you. What do you want. What can I get you? QUI-GON: I need parts for a J-type 327 Nubian. WATTO: (speaking English) Ah yes, Nubian. We have lots of that. (Huttese) Boy, get in here now! QUI-GON: My droid has a readout of what I need. WATTO: (grunts) A disheveled boy, ANAKIN SKYWALKER, runs in from the junk yard. He is about nine years old, very dirty, and dressed in rags. WATTO: (Huttese) What took you so long? Where have you been? ANAKIN: (Huttese) I was cleaning the fan switches! Cleaning the power converters. WATTO: (Huttese) Watch the store. I've got some selling to do. (to QUI- GON) Sooooo...let a-me take-a thee out back, huh. Ni you'll find what you need. On the way out, QUI-GON takes a part out of JAR JAR's hand. JAR JAR: Hmm? QUI-GON: Don't touch anything. (drops the part) JAR JAR: Hmmm! JAR JAR makes a rude face to QUI-GON's back, sticks out his long tongue, and blubbers. QUI-GON follows WATTO out the door. JAR JAR walks off and heads towards a group of deactivated droids. JAR JAR: Hmm. ANAKIN sits on the counter, pretending to clean a part, staring at PADME. ANAKIN: Are you an angel? PADME: (turning to look) What? ANAKIN: An angel. I heard the deep space pilots talk about them. They're the most beautiful creatures in the universe. They live on the Moons of Iego I think. PADME: You're a funny little boy. How do you know so much? ANAKIN: I listen to all the traders and star pilots who come through here. I'm a pilot, you know, and someday I'm gonna fly away from this place. PADME: You're a pilot? ANAKIN: Mm-hmm. All my life. PADME: How long have you been here? 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. PADME: You're a slave? ANAKIN: (angry) I'm a person, and my name is Anakin. PADME: I'm sorry. (looking around)I don't fully understand. This is a strange place to me. JAR JAR: (offscreen) Hmmm. Hmmm. JAR JAR pushes the nose on what appears to be a LITTLE DROID, and it instantly comes to life, grows legs and arms, and jumps away. JAR JAR: Whaaaa! Waa..whe..where's yousa goin? JAR JAR attempts to follow the droid but falls down a step. JAR JAR: Oh oh. The droid squeaks a little laugh. PADME and ANAKIN look on. JAR JAR: Hmm. JAR JAR blubbers and grabs the droid. JAR JAR: Got cha! ANAKIN: Hey! JAR JAR: (as he's kicked by the droid) What? ANAKIN: Hit the nose! JAR JAR: (letting go) Oh! Uh. JAR JAR hits the nose, and the DROID collapses back into its original state. A noise comes from offscreen. PADME and ANAKIN look up in response. EXT. WATTO'S JUNK YARD - BEHIND SHOP - DAY WATTO and QUI-GON walk through the junkyard. A LITTLE DROID struggles lifting some equipment. WATTO: ...a T-14 hyperdrive generator. Thee in luck. I'm-a the only one hereabouts who has one...but, uh, thee might as well buy a new ship. It would be cheaper, I think, huh?...(chuckles) Saying of which, uh, how's a-thee going to pay for all of this? QUI-GON: I have 20,000 Republic dactaries. WATTO: Republic credits? Republic credits are no good out here. I need something more real. QUI-GON: I don't have anything else but credits (waving hand )will do fine. WATTO: No they won't-a. QUI-GON: Credits will (waving hand again) do fine. WATTO: No, they won't-a! What, you think you're some kinda Jedi, waving your hand around like that? I'm a Toydarian. Mind tricks don't-a work on a-me. Only money. No money, no parts, no deal. (R2 beeps) And no one else has a T-14 hyperdrive, I promise you that. (groans) QUI-GON, defeated, nods and walks back towards the shop. R2 follows. INT. WATTO'S JUNK SHOP - DAY ANAKIN and PADME continue their conversation. ANAKIN: ...wouldn't have lasted long anyways if I wasn't so good at building things. JAR JAR is struggling not to drop several items as he passes in front of them JAR JAR: Oh! Oh! Ahh-ah! Uh! (as QUI-GON enters) Ah, ah! Whoa, ah! QUI-GON: We're leaving. Jar Jar! JAR JAR: Whaaa! (crashing sound) PADME takes her leave. PADME: I'm glad to have met you, Anakin. ANAKIN: I was glad to meet you too. JAR JAR follows PADME and R2 out of the shop JAR JAR: What? Wha...oh. (spins around and finally follows in correct direction) WATTO enters from the junk yard, shaking his head and groaning WATTO: (Huttese) Outlanders! Outlanders. They think we know nothing. ANAKIN: (Huttese) They seemed nice to me. WATTO: (Huttese) Clean the racks. Then you can go home. Who cares what you think? Get back to work. ANAKIN: Yippee! ANAKIN runs to finish his work. WATTO looks thoughtfully out the front of the shop. EXT. TATOOINE - DESERT - SPACESHIP - DAY Brief long shot of PANAKA heading into the ship. INT. NABOO SPACECRAFT – COCKPIT OBI-WAN sits in the cockpit. PANAKA is looking at an instrument QUI-GON: (on transmitter) And you're sure there's nothing left on board? OBI-WAN: A few containers of supplies. The queen's wardrobe, maybe, but, not enough for you to barter with. Not in the amount you're talking about. EXT. MOS ESPA - STREET - ALCOVE - DAY QUI-GON stands in an alcove, talking to OBI-WAN on a transmitter. QUI-GON: All right. I'm sure another solution will present itself. I'll check back later. QUI-GON switches off. JAR JAR, PADME, and R2 watch him turn to go back out to the street. JAR JAR: Noah gain! Noah gain. Da beings hereabouts, cawazy. Wesa be wobbed un crunched. QUI-GON: Not likely. We have nothing of value, that's our problem. R2: (whistles) The group heads out into the street. 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. He stops for a moment in front of a stall selling dead frogs hanging on a wire. JAR JAR: Hmm? Ah, mooie mooie. He looks around to see if anyone is looking, 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, hey! (Huttese) Are you going to pay for that? You planning to pay for that? JAR JAR: (turning to look) Huh? Wanga? VENDOR: (Huttese) It costs seven wupiupi. Pay up or spit it out. JAR JAR: (muffled) Wupiupi? JAR JAR spits out the frog, and the frog snaps away, ricochets around the market, and lands in SEBULBA's soup, splashing him. SEBULBA: Chubaa! ("What the...???") JAR JAR: Oops. (whistles and continues walking) SEBULBA growls and jumps up from the table and kicks JAR JAR in the chest, knocking him over. JAR JAR: Ah, hah! SEBULBA: (Huttese) Is this yours? JAR JAR: Who, mesa? Ahh! SEBULBA grabs JAR JAR by the throat. QUI-GON stops to look. SEBULA: (offscreen) Gool kadda pon pom? ("You think this is funny?") JAR JAR: (about to be hit by SEBULBA) Ouch! Ouch! ANAKIN walks up to SEBULBA in a very self-assured way. ANAKIN: (Huttese) Careful, Sebulba. He's a big time outlander. He's well-connected. I'd hate to see you diced killed before we race again. SEBULBA: (Huttese) Next time we race, boy, it will be the end of you. I'll smash up more than your pod. If you weren't a slave, I'd squash you now. ANAKIN: (as SEBULBA kicks JAR JAR and scuttles away) (Huttese) Yeah, it'd be a pity if you had to pay for me. Go ahead. You'd just have to pay for me. (to an approaching QUI-GON) Hi. QUI-GON: Hi there. ANAKIN: Your buddy here was about to be turned into orange goo. He picked a fight with a Dug, an expecially dangerous Dug called Sebulba. JAR JAR: Mesa haten crunchen. Das da last ting mesa want. QUI-GON: Nevertheless, the boy is right...you're heading into trouble. (to ANAKIN) Thanks, my young friend. QUI-GON turns to leave, ANAKIN watches him go. JAR JAR: (offscreen) But...but...but mesa doen nutten! JAR JAR follows the others as SEBULBA watches from the café table. He growls and takes a bite from the frog. EXT. TATOOINE - DESERT - SPACESHIP - DAY The wind swirls dust into the air. OBI-WAN stands in front of the Naboo spacecraft as the wind whips at his robe. CAPTAIN PANAKA joins him. OBI-WAN: This storm will slow them down. CAPT. PANAKA: Looks pretty bad. PANAKA's transmitter beeps. He answers it. CAPT. PANAKA: Panaka. MAN ON TRANSMITTER: Receiving a message from home. PANAKA: We'll be right there. (transmitter beeps off) OBI-WAN and PANAKA turn and head back to the ship. EXT. MOS ESPA - STREET - FRUIT STAND - DAY QUI-GON looks around at the increasing wind. JAR JAR stands behind him. ANAKIN: (offscreen, to QUI-GON) Here, you'll like these pallies. (gesturing to QUI-GON) Here. QUI-GON accepts the gift. QUI-GON: Thank you. As he puts them in his pocket, ANAKIN notices his lightsaber. JIRA: (offscreen) Oh, my bones are aching. (to ANAKIN) Storm's coming up, Ani. You'd better get home quick. ANAKIN: (to QUI-GON) Do you have shelter? QUI-GON: We'll head back to our ship. ANAKIN: Is it far? PADME: It's on the outskirts. ANAKIN: You'll never reach the outskirts in time...sandstorms are very, very dangerous. Come on. I'll take you to my place. The GROUP follows ANAKIN as he heads down the windy street. R2 beeps and whistles. 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 The group enters a small living space. ANAKIN shakes off the sand. ANAKIN: Mom! Mom! I'm home. Anakin's mother, SHMI SKYWALKER, a warm, friendly woman of forty, enters from her work area JAR JAR: (offscreen) Ahh, dissen cozy. ANAKIN: These are my friends, Mom. R2: (beeps) JAR JAR: Hello. QUI-GON: I'm Qui-Gon Jinn. ANAKIN: (to PADME) I'm building a droid. You wanna see? QUI-GON: (to SHMI) Your son was kind enough to offer us shelter. ANAKIN: (to PADME) Come on. I'll show you Threepio. JAR JAR: (to something hanging on the wall) Oh, mooie mooie. ANAKIN leads PADME into the other room. ARTOO follows, beeping all the way. INT. ANAKIN'S HOVEL - BEDROOM - DAY R2 enters from the main room, beeping and whistling. ANAKIN uncovers his partially created droid. ANAKIN: Isn't he great? He's not finished yet. PADME: He's wonderful. R2: (beeps) ANAKIN: (offscreen) You really like him? He's a protocol droid to help Mom. Watch! ANAKIN pushes a switch, and C3PO sits up. C3PO: Oh. Oh. Uh...where is everybody? ANAKIN: Oops. (grabs C3PO's eye) Yeah. (puts eye in socket) THREEPIO: Oh, hello. I am C-3PO, Human Cyborg Relations. How might I serve you? PADME: (to ANAKIN) He's perfect. C3PO: Oh? Perfect? ANAKIN: When the storm is over, I'll show you my racer. I'm building a Podracer! C3PO stands up and ARTOO lets out a beep and whistle. C3PO walks, somewhat unsteady on his feet. C3PO: I'm not sure this floor is entirely stable. (to R2) Oh, hello. I don't believe we have been introduced. R2: (beeps) C3PO: R2-D2. A pleasure to meet you. I am C3PO, human-cyborg relations. R2: (chirps, beeps) THREEPIO: I beg your pardon, but what do you mean, naked? R2: (beeps) THREEPIO: My parts are showing? My goodness. Oh. R2: (sniggers) EXT. TATOOINE - DESERT - SPACESHIP - DAY The wind swirls dust into the air. The Naboo ship is in the distance. INT. NABOO SPACECRAFT - QUEENS CHAMBERS AMIDALA, EIRTAE, RABE, PANAKA and OBI-WAN watch a weak transmission of a SIO BIBBLE hologram. BIBBLE: ...the death toll is catastrophic...we must bow to their wishes. You must contact me. OBI-WAN: (as hologram fades) It's a trick. Send no reply... Send no transmission of any kind. OBI-WAN leaves the QUEEN's chambers. INT. ANAKIN'S HOVEL - MAIN ROOM - DAY QUI-GON stands off by himself, talking to OBI-WAN on the transmitter. QUI-GON: It sounds like bait to establish a connection trace. INT. NABOO SPACECRAFT - COCKPIT OBI-WAN: What if it is true...and the people are dying? INT. ANAKIN'S HOVEL - MAIN ROOM - DAY QUI-GON: Either way, we're running out of time. QUI-GON shuts off the transmitter and heads back to the main area. EXT. CORUSCANT - SPACE - FX Quick shot of planet as a ship flies by. EXT. CORUSCANT - BALCONY OVERLOOKING CITY - NIGHT A ship flies through the ciy. Another ship flies by as DARTH SIDIOUS and DARTH MAUL walk along a balcony. 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 in taking the Queen to Naboo to 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. EXT. MOS ESPA - SANDSTORM - DAY The wind continues to pick up speed and send sand flying. INT. ANAKIN'S HOVEL - MAIN ROOM - DAY QUI-GON, ANAKIN, JAR JAR, and PADME are seated around a makeshift table, having dinner as the wind howls outside. SHMI serves a drink. SHMI: All slaves have a transmitter placed inside their bodies somewhere. ANAKIN: I've been working on a scanner to try and locate mine. SHMI: Any attempt to escape... ANAKIN: ...and they blow you up...boom! (slams fist on table JAR JAR: How wude! PADME: I can't believe there's still slavery in the galaxy. The Republic's anti-slavery laws are... SHMI: (sitting) The Republic doesn't exist out here. We must survive on our own. JAR JAR sticks his tongue out and grabs some food from a bowl. PADME looks up as JAR JAR gulps. JAR JAR: Xcuse me. JAR JAR grins. ANAKIN: Has anybody ever seen a Podrace? PADME shakes her head no. QUI-GON: (offscreen) They have Podracing on Malastare. Very fast, very dangerous. ANAKIN: I'm the only human who can do it. QUI-GON: You must have Jedi reflexes if you race pods. 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: Don't do that again. JAR JAR: (yelps) QUI-GON lets go of the tongue, and it snaps back into JAR JAR's mouth. JAR JAR blubbers. ANAKIN: (to QUI-GON) You're a Jedi Knight, aren't you? PADME looks on. QUI-GON: What makes you think that? ANAKIN: I saw your laser sword. Only Jedis carry that kind of weapon. QUI-GON: Perhaps I killed a Jedi and took it from him. ANAKIN: I don't think so. No one can kill a Jedi. QUI-GON smiles faintly. 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? ANAKIN looks at PADME. She looks down and he looks back to QUI-GON. QUI-GON leans forward. QUI-GON: I can see there's no fooling you, Anakin. We're on our way to Coruscant, the central system in the Republic, on a very important mission. ANAKIN: How did you end up out 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 first we must acquire 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. ANAKIN: I built a racer. It's the fastest ever. There's a big race tomorrow, on Boonta Eve. You could enter my pod. SHMI: Anakin! Watto won't let you. ANAKIN: Watto doesn't know I've built it. (to Qui-Gon) You could make him think it was yours, and get him to let me pilot it for you. SHMI: I don't want you to race. It's awful. I die every time Watto makes you do it. ANAKIN: But Mom, I love it. The prize money would more than pay for the parts they need. SHMI: Anakin. GUI-GON: Your mother's right. Is there anyone friendly to the Republic who can help us? SHMI: (shakes her head) No. SHMI looks down. ANAKIN considers the situation. ANAKIN: Mom, you say the biggest problem in this universe is nobody helps each other. SHMI sighs. ANAKIN looks defeated. PADME: (to SHMI) I'm sure Qui-Gon doesn't want to put your son in danger. We'll find some other way. SHMI: No. There is no other way. I may not like it, but...he can help you...he was meant to help you. QUI-GON looks thoughtful. EXT. MOS ESPA - JUNK DEALER PLAZA - DAY The storm has passed and the streets are full again. The group walks towards the shop. PADME: (to QUI-GON) Are you sure about this? (as QUI-GON looks back) Trusting our fate to a boy we hardly know? The Queen will not approve. QUI-GON: The Queen doesn't need to know. QUI-GON goes to enter the shop PADME: (sitting outside next to JAR JAR) Well, I don't approve. QUI-GON enters the shop. A bell dings. INT. WATTO'S JUNK SHOP - DAY WATTO: (to QUI-GON) The boy tells me you wanna sponsor him in the race. How can you do this? Not on Republic credits, I think, huh? QUI-GON pulls a small object out of his pocket, and a hologram of the Naboo spacecraft appears. ANAKIN looks on. QUI-GON: My ship will be the entry fee. ANAKIN looks at the hologram. WATTO: Oh, not bad...not bad, huh? A Nubian, huh? Ehhhh... QUI-GON: It's in good order, except for the parts I need. WATTO: What would-a the boy ride? He smashed up-a my Pod in the last race. It will take some long time to fix it, uh. ANAKIN: It wasn't my fault...really. Sebulba flashed me with his vents. I actually saved the Pod...mostly. WATTO: Mmm. That you did, huh. (chuckling) The boy's good, no doubts there, huh? QUI-GON: Well I have acquired a Pod in a game of chance. The fastest ever built. (looks knowingly at ANAKIN, who returns the look) WATTO: I hope you didn't kill anyone I know for it, huh? (laughs) So, you supply the pod and the entry fee, I supply the boy...(as ANAKIN listens) we split the winnings, um, fifty-fifty, I think, huh? QUI-GON: 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...and if we lose, you keep my ship. (ANAKIN watches QUI-GON) Either way, you win. WATTO groans and thinks about this. QUI-GON looks at ANAKIN, who looks back. QUI-GON looks back to WATTO. WATTO: Deal! WATTO and QUI-GON slap hands. QUI-GON and ANAKIN share a smile and QUI-GON leaves. WATTO: (Huttese) Your friend is a foolish one, methinks. Your friend's a bigger fool than I thought. EXT. NABOO SPACECRAFT - TATOOINE DESERT - DAY Long establishing shot of the spacecraft with animals nearby. INT. NABOO SPACECRAFT – HYPERDRIVE ROOM OBI-WAN: (talking on transmitter) What if this plan fails, Master? We could be stuck here a very long time. QUI-GON: (on transmitter) Well, it's too dangerous to call for help and... EXT MOS ESPA - SLAVE QUARTERS - PORCH - DAY QUI-GON stands on the porch of the slave quarters. QUI-GON: (cont., talking into transmitter) ...a ship without a power supply isn't going to get us anywhere. And...there's something about this boy. QUI-GON puts the comlink away as SHMI comes onto the porch QUI-GON: You should be very proud of your son. (view of ANAKIN in distance working on podracer) He gives without any thought of reward. SHMI: Well, he knows nothing of greed. He has a... QUI-GON: He has special powers. SHMI: (nodding) Yes. QUI-GON: He can see things before they happen. That's why he appears to have such quick reflexes. It's a Jedi trait. SHMI: He deserves better than a slave's life. C3PO: (in distance) Why, certainly. QUI-GON: Had he been born in the Republic, we would have identified him early. The Force is unusually strong with him, that much is clear. Who was his father? SHMI: There was no father. I carried him, I gave birth, I raised him. I can't explain what happened. Can you help him? QUI-GON: I don't know. I didn't actually come here to free slaves. SHMI looks thoughtful. 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), another (UNNAMED) girl, WALD (a Greedo Type, six years old) run up, giggling, to join ANAKIN, JAR JAR, ARTOO, and PADME, who are working on the podracer. KID: Hey Ani. KID 2: Hi Ani. KID 3: Hi. R2 beeps. KITSTER: Wow, a real Astro Droid...(more R2 beeps) how did you get so lucky? ANAKIN: That isn't the half of it. I'm entered in the Boonta Race tomorrow! KITSTER: What? With this? WALD: (Alien Language) You're such a joker, Ani. (laughs) AMEE: You've been working on that thing for years. UNNAMED GIRL: It's not going to run. SEEK: Come on, let's go and play ball. Keep racing Ani, you're gonna be bug squash. The kids take off, giggling. KITSTER sticks around. JAR JAR is fiddling with one of the energy binder plates. ANAKIN: Hey, Jar Jar. (JAR JAR drops tool) Keep away from those energy binders. If your hand gets caught in the beam, it's gonna go numb for hours. JAR JAR: Ok. JAR JAR bends down to get the tool. He grabs it and gets up, putting his head right in the energy field. JAR JAR blubbers. JAR JAR (unclear) My tongue is fat. My tongue. Wrench. Where is da wrench? Oh, dare it is. (reaches hand into podracer). Hey. Uh-oh. (hand is stuck). Uh, Ani, I'm stuck. Ani... C3PO: (to R2) You know, I find that Jar Jar creature to be a little odd. R2: (beeps) KITSTER: (to ANAKIN) You don't even know if this thing's gonna run. ANAKIN: It will. QUI-GON: (approaching) I think it's time we found out. Here, use this power charge. (hands charge to ANAKIN) ANAKIN: Yes, sir! QUI-GON: (to Kitster) Come on, Kitster. Let's move away. JAR JAR is still stuck. JAR JAR: (still unclear) My...my mouth. Ani, I'm stuck. (blubbers as R2 and 3PO move away) ANAKIN prepares the power charge in the podracer, while PADME comes to help JAR JAR. JAR JAR: (to PADME, still unclear) Uh, hey. My tongue is fat. Ani! R2: (to C3PO) (beeps) C3PO: You're quite right. He's very odd indeed. R2: (beeps) PADME frees JAR JAR from the pod. JAR JAR: (still unclear) Oh. Th...Thank you. (gives thumbs up to ANAKIN) Go. ANAKIN toggles a switch. The podracer starts up as ANAKIN grabs the controls. The engine turns and flames leap from the exhaust. The podracer hovers above the sand, rocking with the power of the engines. PADME smiles. QUI-GON looks on. ANAKIN: (shouting above the noise of the engine) It's working! It's working! EXT. MOS ESPA - SLAVE QUARTERS - PORCH - DAY Medium-long shot of SHMI watching from the porch, followed by close up of SHMI. EXT. SLAVE QUARTERS - BALCONY - NIGHT ANAKIN sits on the balcony rail of his hovel as QUI-GON tends to a cut. QUI-GON: Stay still, Ani. Let me clean this cut. ANAKIN: (looking at the stars) There's so many! Do they all have a system of planets? QUI-GON: Most of them. ANAKIN: Has anyone been to 'em all? QU-IG0N: Hmm...Not likely. ANAKIN: I wanna be the first one to see 'em all... SHMI: (from inside quarters) Ani, bedtime! ANAKIN: (as QUI-GON sticks him with a needle) Ow! QUI-GON: There we are. Good as new. SHMI: (appearing through doorway) Ani, I'm not gonna tell you again. ANAKIN: (to QUI-GON) What are you doing? QUI-GON: Checking your blood for infections. Go on, you have a big day tomorrow. (as ANAKIN heads in) Sleep well, Ani. QUI-GON calls OBI-WAN on his transmitter. QUI-GON: Obi-Wan? OBI-WAN: (on transmitter) Yes, Master? QUI-GON: I need an analysis of this blood sample I'm sending you. INT. NABOO SPACECRAFT - COCKPIT OBI-WAN: Wait a minute... EXT. SLAVE QUARTERS - BALCONY - NIGHT QUI-GON: I need a midi-chlorian count. QUI-GON puts the blood sample into the transmitter and waits for a response. INT. NABOO SPACECRAFT - COCKPIT OBI-WAN: The reading is off the chart...over twenty thousand. EXT. SLAVE QUARTERS - BALCONY - NIGHT OBI-WAN: (cont. on transmitter) Even Master Yoda doesn't have a midi- chlorian count that high. QUI-GON: No Jedi has. INT. NABOO SPACECRAFT - COCKPIT OBI-WAN: What does that mean? EXT. SLAVE QUARTERS - BALCONY - NIGHT QUI-GON: I'm not sure. QUI-GON looks up and sees SHMI in the doorway watching him. Embarrassed, she goes back into the kitchen. EXT. TATOOINE - SPACE Darth Maul's ship approaches the planet. EXT. TATOOINE - DESERT MESA - NIGHT The sinister looking Sith spacecraft lands on top of a desert mesa, scattering dust. DARTH MAUL comes down the landing platform. He walks to the edge of the mesa and studies the landscape with a pair of electrobinoculars. Through the binoculars, he looks out at the lights of two different settlements in the distance, then pushes buttons on his electronic armband. He turns back to watch three PROBE DROIDS float out of the ship. They head off past him in search of the JEDI. EXT. MOS ESPA - SLAVE QUARTERS - BACK YARD - SUNRISE KITSTER approaches on an EOPIE, a strange camel-like creature. 3PO stands by ANAKIN's pod as KITSTER continues to approach. R2: (beeps) 3PO: I know. And we haven't got much time. Well, we'll both have to do our best. EXT. MOS ESPA - SLAVE QUARTERS - PORCH - SUNRISE R2: (offscreen) (whistles) Padme exits the hovel and walks towards the back yard. 3PO: (offscreen) My, is that really necessary?...Oh... EXT. MOS ESPA - SLAVE QUARTERS - BACK YARD - SUNRISE 3PO is cleaning the pod and R2 is applying racing stripes as PADME enters the back yard. R2: (beeps) 3PO: I'm quite sure you do, but it's especially important today. R2: (whistles) 3PO: (to PADME) Hello, Miss Padme. PADME: I hope you're about finished. PADME goes over to ANAKIN, who is sleeping in a sitting position. She touches his arm. ANAKIN lifts his head, looks down, and shakes clear the cobwebs. PADME: Your mother wants you to come in and clean up. We have to leave soon. ANAKIN stands up, and he and PADME walk to the pod as KITSTER arrives. KITSTER: (waving) Hi Ani. ANAKIN: Hook 'em up, Kitster. I won't be long. (to Padme) Where's Qui- Gon? PADME: He and Jar Jar left already. They're with Watto at the arena. ANAKIN: Ok. (as he heads off) Thanks. PADME walks off. R2: (beeps) 3PO: R2, please be careful. After all, we want this to be the shiniest podracer on the track today. EXT. MOS ESPA - ARENA – RACE AREA - DAY RACE CREWS mill about at the race area. A beast bellows in the distance and a JAWA says something to another JAWA. INT. MOS ESPA - ARENA - MAIN HANGER - DAY The hanger is a large building with a dozen or so Podracers being readied for the race. WATTO, QUI-GON, and JAR JAR walk through the activity. WATTO: I wanna see-a your spaceship the moment the race is over. QUI-GON: Patience, 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, huh? (laughs) I warn you, no funny business. QUI-GON: You don't think Anakin can win? WATTO: Don't ah get-a me wrong-o. I have-a great faith in the boy. He's a credit to your race, but, uh, Sebulba there is-a going to win, I think. (laughs) WATTO heads off to the side. SEBULBA is seated close by, having his shoulders and neck massaged by TWIN YOBANAS. JAR JAR: (noticing SEBULBA) Oh, no! SEBULBA: (speaks HUTTESE to one of the TWINS) QUI-GON: (to WATTO) Why do you think that? WATTO: He always wins. (laughs) I'm-a betting heavily (pushing past JAR JAR) on Sebulba. QUI-GON: (considering) I'll take that bet. WATTO: You what? QUI-GON: I'll wager my new racing pod against...say...the boy and his mother. WATTO: No pod is worth two slaves, not by a long shot. QUI-GON: The boy, then. WATTO: Hmm. Uh Well...(JAR JAR looks at QUI-GON then back at WATTO) We'll let-a fate decide, huh? (pulls cube from pocket) I just-a happen to have a chance cube here. Blue, it's the boy, red-uh...his mother. QUI-GON nods acceptance. WATTO tosses the cube down. QUI-GON follows the cube with his eyes and lifts his hand slightly; the cube lands on blue. JAR JAR smiles. WATTO looks angrily at QUI-GON, who raises his hands, palms up. WATTO: You won this small-a toss, outlander, but you won't win-a the race, so it makes little difference. WATTO leaves and QUI-GON turns to watch him go. ANAKIN, PADME, KITSTER and SHMI are approaching on EOPIES, with R2 and 3PO trailing. The EOPIES lay down and groan as WATTO passes ANAKIN on his way out. WATTO: (speaks Huttese) My lucky day! (laughs) (Huttese) Better stop your friend's betting, or I'll end up owning him, too. (laughs) WATTO leaves. ANAKIN and PADME watch him go. ANAKIN: (to approaching QUI-GON) What'd he mean by that? QUI-GON: I'll tell you later. (to SHMI, helping her down) Good morning. R2 (to 3PO): (beeps) THREEPIO: Oh my! Space travel sounds rather perilous. R2: (beeps) THREEPIO: I can assure you they will never get me onto one of those dreadful starships. KITSTER: (to Anakin) This is so wizard, Ani! I'm sure you'll do it this time. PADME: Do what? KITSTER: Finish the race, of course! PADME: You've never won a race? ANAKIN: Well...not exactly. PADME: Not even finished? ANAKIN: (putting arm around KITSTER) Kitster's right. I will this time. QUI-GON: (coming up behind ANAKIN) Of course you will. QUI-GON looks at PADME, who looks back, concerned. EXT. MOS ESPA - STREET - DAY One of Darth Maul's PROBE DROIDS floats down the main street of Tatooine. It comes up close to camera, making an electronic noise, and ducks around a building. 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. A two-headed announcer, FODE/BEED, describes the scene. BEED: (Huttese) (Huttese)...podracers. FODE : That's absolutely 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. BEED: (as R2, ANAKIN, and KITSTER lead their pod onto the track past a racer) (Huttese) FODE: I see Ben Quadinaros from the Tund system. BEED: (Huttese) FODE : Two time winner, Boles Roor. BEED: (Huttese) (Huttese)...Sebulba! SEBULBA jumps onto his pod and waves to the audience. He asks for more cheers and blows a few kisses. The crowd goes wild. SEBULBA: (standing on pod, arms raised, as workers ready his pod) (Huttese) FODE: And in the front row, nearside pole position, Mawhonic! Mawhonic bows, and the crowd is seen in the distance. An alien close to camera jumps up and raises its arms. FODE: A hearty hello to Clegg Holdfast and his Voltec KT9 Wasp! CLEGG: (stroking his mouth) Hmmm, hmm. Hmm. FODE: And back again, it's the mighty Dud Bolt, with that incredible racing machine, the Vulptereen 327. More crowd approval, including a little raised-arm dancing by one alien. FODE: And hoping for a big win today, Ody Mandrell, with his record- setting pit droid team. The first pit droid knocks the second into the third. The second looks at the first, who points at the third. The third winds up and throws a stone at the second, but it ducks and the stone hits the first. FODE: And a late entry, young Anakin Skywalker, a local boy. ANAKIN waves and the crowd cheers. FODE: I see the flags are moving out onto the track. The crowd cheers all the podracers, lined up in rows on the track. A member of each team walks onto the track, carrying a colorful flag. C3PO carries a flag for ANAKIN's team. JAR JAR is standing by the pod when an EOPIE emits flatulence. JAR JAR: Huh? (sniffs) The EOPIE turns to look back at JAR JAR and snorts at him. JAR JAR blubbers. JAR JAR: Pee yousa! SHMI approaches ANAKIN at the pod. SHMI: Be safe. ANAKIN: I will, Mom. I promise. SHMI gives ANAKIN a little smile and leaves. SEBULBA approaches ANAKIN'S pod and pulls off a small part. SEBULBA: Uh-oh. Heh heh heh heh. (approaching ANAKIN) (Huttese) You won't walk away from this one, (twirling skin flap) you worthless slave scum. ANAKIN: (Huttese) Don't count on it, slime ball. SEBULBA: (Huttese) You're bantha fodder. (laughs and adjusts goggle eyepiece before leaving) QUI-GON: (approaching ANAKIN) You all set, Ani? ANAKIN: Yep. QUI-GON: Right. (lifts ANAKIN into pod) ANAKIN: Whoa! ANAKIN settles into the pod. QUI-GON: Remember, concentrate on the moment. Feel, don't think. Use your instincts. ANAKIN: I will. QUI-GON: (handing him a helmet) May the Force be with you. ANAKIN puts on the helmet as trumpets sound. BEED: (Huttese) (Huttese) ...Jabba the Hutt. The announcers raise their hands and emit a strange noise. In the royal box, JABBA THE HUTT comes forward, followed by another Hutt and BIB FORTUNA. JABBA: Mmm, hmm. The crowd cheers. JABBA: (Huttese) Welcome. Begin the race. To celebrate the eve of Boonta...let the race begin! Powerful energy binders shoot between the engines of a pod. Fan turbines turn. Crew members run for safety as a pod starts up. More crew members continue to run as BEED says something in Huttese. FODE: Hey, it looks like they're clearing the grid. SHMI looks nervously to QUI-GON as he and JAR JAR enter a viewing platform. PADME is already on board. SHMI: Is he nervous? QUI-GON: He's fine. PADME: (to QUI-GON) You Jedi are far too reckless. The Queen is not... QUI-GON: The Queen trusts my judgment, young handmaiden. You should too. PADME: You assume too much. FODE: (as viewing platform moves up the viewing tower) Start your engines. ANAKIN pulls goggles over his eyes and flips a switch. His engines begin to fire and a diagram of the engines appears on a scope. The engines rev up as flames shoot out. ANAKIN grabs the control handles of the pod. Turbines begin to turn. The air appears blurry as more and more engines hum, roar, and fire. GASGANO (a long-limbed alien) pushes buttons on his pod and his engines fire up. DUD BOLT sits in his pod. TEEMTO PAGALIES (alien in the circular pod) pushes a button and revs his engine. SEBULBA makes an adjustment. ANAKIN waits. We see ANAKIN's POV of the starting grid. JAR JAR: Oh, dissen gonna be messy. Me no watch'n! Another shot of the engines. R2, KITSTER, and WALD watch intently. SEBULBA readies himself. We see a brief shot of the starting tower. ANAKIN readies himself. We see a shot of WATTO and WEAZEL looking on. WATTO: Oh! Jabba bites off the head of a frog and spits it at a gong, signaling the start of the race. On a bridge over the track, a great green light at the center turns on, as well as the first of three smaller blue lights. SEBULBA takes off. TEEMTO PAGALIES follows. The Podracers shoot forward as BEED says something in Huttese, but ANAKIN'S pod moves forward only slightly and then dies. ANAKIN: (fighting with controls) Oh, no! We see ANAKIN's POV of other racers leaving the starting grid. ANAKIN looks down and flips a switch, then looks over and tries another one. FODE: (laughing) Wait. Little Skywalker has stalled. KITSTER has his hands on his head and WALD is upset. WALD: Choo-ba! WATTO and WEAZEL laugh and point. The camera zooms in on ANAKIN trying to restart his pod. Meanwhile, out on the course, the pods race past camera. FODE: Well, it looks like Quadinaros is having engine trouble also. QUADINAROS pounds his instrument panel and curses in an alien tongue. JAR JAR: Come on, Ani! ANAKIN is still trying to get the pod going. He pushes a lever forward and the engines come to life. He pushes the controls forward and off he goes. FODE: And there goes Skywalker. JAR JAR: Go Ani Go! FODE: He will be hard pressed to catch up with the leaders. SEBULBA's pod rams the pod of MAWHONIC. MAWHONIC shakes his fist at SEBULBA and yells something. SEBULBA yells back something in Huttese and rams his pod into MAWHONIC's pod again. One of MAWHONIC's engines goes crashing across the landscape. SEBULBA gives a triumphant laugh. ANAKIN pushes his pod forward. He can see that he's catching up. With a burst of speed he passes several other racers. SEBULBA is in the lead. He looks around to see where the others are, and leads them into a narrow canyon. Further back, ANAKIN looks back to check his position. In the canyon, a humanoid watches the action from a balcony. ANAKIN approaches the canyon, enters it, and negotiates the turns. SEBULBA leads the others around a turn past a service ramp. Several pods come off the last turn and exit the canyon. SEBULBA heads for large rock formations up ahead. ANAKIN works his controls and speeds past another racer. SEBULBA leads a group through another canyon and into a dark tunnel. ANAKIN and some other racers pursue into the tunnel. ANAKIN pushes forward and maneuvers around some obstacles. RATTS TYERELL turns and yelps as he heads directly for a rock formation, and succumbs with a fiery crash. ANAKIN pushes forward and out of the tunnel with flames from the crash just behind him. He speeds on. TUSKEN RAIDERS watch the approaching pods and speak in their Tusken dialect. One takes aim and fires, and another two fire as well. ANAKIN's pod is grazed by the shots. QUI-GON and the others on the platform watch, concerned. FODE: Looks like a few Tusken Raiders are camped out on the canyon dune turn. THE TUSKEN RADIDERS on the ridge above the course raise their guns and shout. The leading pods scream across the plains. On the starting grid, BEN QUADINAROS is still pounding his instrument panel in frustration and yelling. The energy field between his engines goes out suddenly and the four engines go off in all directions, with one exploding on the rock wall and another flying straight up into the air. FODE: Ooh, there goes Quadinaros' power coupling. On the plains, the racers continue to speed forward. BEN QUADRINAROS, still in the seat of his pod, and still complaining, comes to a rest on the ground just as the approaching podracers flash past him. The crowd turns to watch the passing pods. BEED: (shot of crowd, then of WATTO and another alien) (Huttese) (Huttese)...Sebulba! SEBULBA waves to the crowd as he passes. On the start tower, the second lamp is lit. BEED: (shot of tower, then of ODY MANDRELL making pit stop) (Huttese) Ody Mandrell...(Huttese) ODY MANDRELL, in the pits, lectures two of his pit droids in an alien tongue. A third pit droid runs up and runs into the second droid. The droids squeak at each other and ODY slams his fist into the pod. A pit droid runs between the engines and squeaks at a fourth droid, which steps forward and is sucked into the engine while making a noise. The droid is spit out the other end of the engine and falls to the ground, laughing. ODY puts his hand to his head. ODY MANDRELL: Oh, no. JABBA THE HUT: Oh! (flicks small animal off ledge) SMALL ANIMAL: (screams) As more pods fly past ODY MANDRELL's smoking engine, C3PO, KITSTER, WALD, and R2 seem concerned. THREEPIO: Where is Master Anakin? R2: (beeps) WALD shades his eyes and looks out towards the plains. On the platform, PADME spots ANAKIN. PADME: Look. Here he comes. ANAKIN speeds towards the starting grid chased by other racers. FODE: It looks like Skywalker is moving up in the field. KITSTER: (as the pods race by) Yay! Yippee! ANAKIN flies through the starting grid. An alien with several arms sells dead animals to the crowd. R2: (to THREEPIO) (beeps) THREEPIO: He has to complete two more circuits? Oh dear! ANAKIN pushes the controls forward and continues chasing the pods ahead of him. SEBULBA swings into view. CLEGG HOLDFAST looks at SEBULBA and bares his teeth. SEBULBA drops back and a vent opens on the side of his engine. Flames leap from the vent onto CLEGG's engines, setting them on fire as SEBULBA speeds on. An alarm sounds as CLEGG rides in the cockpit full of smoke and fire. We see a shot of CLEGG's buring engines as he approaches the narrow canyon. He drifts to the side, and just prior to impact, we cut to SEBULBA laughing as he continues through the canyon. SEBULBA continues through the rock formations. Pods scream around a turn as a flying contraption comes into view. It discharges four floating worker droids, which head off towards the wreckage of a pod. ANAKIN pushes forward. He chases down a few more pods, then passes yet another. Up ahead, the worker droids are cleaning up the pod wreckage. ANAKIN continues forward, comes around a corner, and narrowly misses the flying contraption and some of the worker droids. As he speeds by he flies through one of the worker droids, and the droid's head crashes to the ground. The crowd cheers. FODE: Oh no, it's Bumpy Roose into the pits. A pod pulls into the pits as a few other pods race by. BUMPY ROOSE's pod comes to a rest near several pit droids. As the engines turn, a droid in the background waves the pod forward, and it begins to move off. An alien with several arms sells dead animals to the crowd. ANAKIN continues forward. He draws close to GASGANO. GASGANO pushes a few buttons and notices ANAKIN approaching on his screen. ANAKIN reaches GASGANO and struggles to get around him. ANAKIN looks for an opening, but GASGANO blocks his way. ANAKIN is still looking for an opening. His pod continues to chase GASGANO. GASGANO pushes another button and shoots forward, but ANAKIN accelerates and makes his move past GASGANO as they fly over a ridge and towards rock formations. ANAKIN looks to the side and notices TEEMTO PAGALIES approaching. TEEMTO leans his head out the side of his pod and gets a bug in the face. TEEMTO's engine slams into ANAKIN's. ANAKIN's pod tilts and TEEMTO wipes something from his brow. They race on, and ANAKIN does a flip to get to the other side of TEEMTO and then speeds on past him. ANAKIN pushes forward and drops into a canyon. In the canyon he pursues the leading pods ahead of him. ANAKIN looks towards the other pods. He chases them around the canyon turns. SEBULBA leads the group out of the canyon. ANAKIN's pod catches up to another pod. SEBULBA sees a trailing pod on his viewscreen. SEBULBA reaches into his cockpit with a grunt, and... SEBULBA: Ha! ...throws a tool at the pod behind him. It enters the engine of the pod driven by MARS GUO. The engine bursts into flames. MARS GUO: Rarrr! The engine crashes into the ground, causing the other engine to also crash and pod debris to fly everywhere. ANAKIN pulls back on his controls and a large chunk of debris flies over his head. ANAKIN ducks and maneuvers out of the way, but in doing so causes the cable connecting one of his engines to detach from the pod. This sends his cockpit spinning out of control. The cockpit is seen spinning at the end of one cable. FODE: Skywalker's spinning out of control! QUI-GON and the others on the platform can barely stand to watch. JAR JAR gasps. The crowd cheers. ANAKIN continues to spin. His instrument panel indicates he is spinning. ANAKIN flips a switch and his cockpit levels out. The engines struggle and a few pods pass him by. ANAKIN looks to the side and watches another pass him. The cable flies around, unattached. ANAKIN pulls out a large magnetic tool and reaches it out to the cable, which is pulled close to the tool. ANAKIN continues holding the tool and the cable finally makes contact. ANAKIN pulls the cable in (first in a close shot, then a long shot) and reattaches it. ANAKIN looks back to his instrument panel. The instrument panel indicates full power to the engine and the energy field between the engines ignites as he heads into the canyon. ANAKIN pushes forward once more. He passes by several pods in the narrow canyon. SEBULBA heads through the canyon into the tunnel area. ANAKIN and another pod purse him in. ANAKIN peers through the dim light and exits the tunnel, pursued by TEEMTO PAGALIES. SEBULBA races around a wide curve followed by ANAKIN. A TUSKEN RAIDER takes aim from high above the course and takes a shot, which strikes the side of ANAKIN's pod. He pushes forward around the curve. Another TUSKEN RAIDER fires and hits TEEMTO's pod, and TEEMTO sees that he will crash. The pod breaks apart and the circular cockpit spins off with a whirling noise. FODE: Oh, I don't care what universe you're from. That's gotta hurt! A TUSKEN RAIDER celebrates in the distance, while closer to camera, another RAIDER points out to the track. JAWAS are heading out to the pod wreckage. The RAIDER takes aim, but his shot misses as the JAWAS haul off some of the wreckage. The RAIDER takes another shot. It also misses. The RAIDER shakes a fist in anger. ANAKIN pulls even with SEBULBA. SEBULBA looks to the side in surprise. ANAKIN looks over at SEBULBA. SEBULBA shakes a fist, then flips a switch. A vent on his pod opens and flames fly out. The glow from the flames highlight ANAKIN in his cockpit, and he drops back to avoid the flames. SEBULBA laughs. SEBULBA races out of a canyon and onto the final plain. ANAKIN is in hot pursuit. ANAKIN is now nearly caught up to SEBULBA on the plain. On the viewing platform, JAR JAR points to the approaching pods. JAR JAR: Here he comes! Ah-hoo! (raises hands into air) FODE: (shot of crowd cheering) At the start of the third and final lap Sebulba's in the lead followed closely by Skywalker! KITSTER: (watching with WALD and droids) Go, Ani! SEBULBA races along a narrow winding ledge, followed closely by ANAKIN. The camera follows them from overhead as they follow the ledge. ANAKIN looks towards SEBULBA. He pursues SEBULBA around rock formations. He pushes forward and follows SEBULBA into the narrow canyon. ANAKIN draws even with SEBULBA, and SEBULBA curses (?) and rams into ANAKIN. ANAKIN rocks with the impact as his pod tilts back and forth, and the energy field from his engines deflects several poles on the ground, which fly past his head as they are disturbed. SEBULBA curses (?) again and rams ANAKIN again, causing ANAKIN to shake with the impact again. On the viewing platform, PADME and SHMI look concerned. FODE: Skywalker's been forced onto the service ramp! At the service ramp, spectators flee as ANAKIN's pod approaches. He crashes through the gate and is shaken by the cockpit as his engines wind down. SEBULBA watches him head up the ramp and into the air. SEBULBA: Ah, whoa, oh! SEBULBA turns his attention back to the course. ANAKIN reaches the top of his ascent and heads back down. He flips a few switches as he heads back down towards the course and SEBULBA. ANAKIN pulls back on his controls and his pod continues down, now without engine power. SEBULBA suddenly looks up. SEBULBA: Huh? ANAKIN restarts the engines with push forward and comes back onto the course ahead of SEBULBA. He leads SEBULBA around a turn. FODE: (slapping his head) It's Skywalker! ALIEN: (crowd shot, with alien giving the thumbs down sign) Sebulba! FODE: Amazing! A quick control thrust, and he's back on course! JAR JAR: (from platform) Did he crash-ed? ANAKIN and SEBULBA scream around a turn and out onto a plain. They fly over a ridge and past two JAWAS. JAWA: (Jawa noises) SEBULBA says something in Huttese and accelerates, drawing close to ANAKIN. His large engines come right up on ANAKIN's cockpit. ANAKIN looks back. The engines are right behind him. ANAKIN turns to look ahead. A loose part on his engine rattles. SEBULBA's engines are right on top of ANAKIN. ANAKIN speeds through rock formations. The engine part continues to rattle. Warnings appear on his instrument panel. The part finally flies off. ANAKIN pitches to the side. Flames appear from one of his engines. ANAKIN looks at the engine with concern. SEBULBA gains on ANAKIN as ANAKIN's engine trails smoke. ANAKIN eases off the controls, and SEBULBA laughs triumphantly. SEBULBA's pod accelerates and passes ANAKIN. ANAKIN now trails SEBULBA. FODE: Skywalker's in trouble! Sebulba takes the lead! PADME and SHMI look at the viewing panel with concern. ANAKIN's engine is still shooting flame. ANAKIN's instrument panel doesn't have good news for him. ANAKIN reaches down. He pulls a lever, closing a vent door on the damaged engine. ANAKIN grits his teeth and the engine fire is extinguished. ANAKIN checks the instruments, and one of the displays goes dark. He flicks a switch, and the instrument panel indicates the remaining fuel for the one good engine. ANAKIN takes a cord, plugs it in, and begins to flip another switch. ANAKIN looks up hopefully at the engine. The instrument display indicates that half of his remaining fuel has been transferred to the bad engine. ANAKIN looks back down and desperately toggles the switch. The engine struggles to fire. ANAKIN looks up at the engine then back down, and continues to toggle the switch. The engine still struggles, but finally ignites. The instrument panel indicates that the engines are at full power. ANAKIN grabs the controls and thrusts forward. He flies past camera, and races forward through the rock formations to catch SEBULBA. SEBULBA is just entering the canyon, but ANAKIN is not far behind. ANAKIN handles the curved canyon track and gains on SEBULBA. ANAKIN's engine rotates furiously. ANAKIN watches SEBULBA ahead of him. SEBULBA leads ANAKIN into the tunnel. FODE: He's catching Sebulba. BEED: (Huttese) JAR JAR: (watching on platform) Careful, Ani. Careful, Ani! ANAKIN continues forward. SEBULBA: (looking back) (Huttese) SEBULBA rotates his pod to fit through the narrow canyon exit and heads onto the final plain, with ANAKIN in hot pursuit. ANAKIN pulls even, SEBULBA sees him, and rams ANAKIN's pod with his own. The impact shakes ANAKIN's cockpit. Their pods bump again briefly. SEBULBA's cockpit gets too close and it attaches to ANAKIN's cockpit. The impact rocks ANAKIN's cockpit again. The two cockpits will not break free of each other. KITSTER makes a face as he watches a spectator's viewing screen. The crowd cheers. SHMI shakes her head. The cockpits are still latched together. SEBULBA tries accelerating but the pods won't dislodge. The cockpits and engines are right up against each other. FODE: That little human being is out of his mind! BEED: (Huttese) FODE: They're side by side! BEED: (shot of QUI-GON and JAR JAR) (Huttese) ANAKIN is struggling to get loose. SEBULBA tries his best to break free. SEBULBA: Whoa! The pods separate slightly. ANAKIN looks back to his controls and slams forward a control stick. The engines fire and the cockpits break free completely. SEBULBA waves his arms as his pod goes out of control. SEBULBA: Whoa-waaaaaah! SEBULBA's engines break free from the cockpit. One engine smashes into a rock and disintegrates into pieces before exploding on the ground, while ANAKIN and the other engine go flying by. The other engine crashes to the ground. ANAKIN speeds towards the finish line, and SEBULBA, still in the cockpit, slides along the sandy plain. SEBULBA: Aaaaah! (sliding to a stop) Poo doo! The crowd erupts with cheering. ANAKIN waves to the crowd. QUI-GON, PADME, JAR-JAR, and SHMI watch from the platform. ANAKIN speeds around the arena, and he goes past KITSTER, WALD, R2, and 3PO, who are celebrating. KITSTER: Yay! Yippee! Yay-yay! WALD: (greedo language) KITSTER and WALD share an aborted high five and do a little awkward dancing. R2 beeps. 3PO: (to R2) I can't believe it. FODE: The crowds are going nuts! Ooh Ah Ooh Ah (dances in tandem with partner) The crowd goes wild. They continue the "ooh ah" cheer as ANAKIN stands up from his cockpit. QUI-GON arrives at the cockpit with SHMI and JAR JAR. JAR-JAR: Yipay, Ani! (blubbers) QUI-GON raises ANAKIN up. ANAKIN: Mom, I did it. (with arms upraised) Yeah! WATTO: (Arguing with WEAZEL) (Huttese) BIB FORTUNA wakes a snoring JABBA. JABBA: (Huttese) INT. MOS ESPA - ARENA - MAIN HANGER In the hanger, PADME, JAR JAR, SHMI, and QUI-GON celebrate with ANAKIN. JAR JAR lifts ANAKIN up high. JAR JAR: Good going, Ani! JAR JAR puts him down, and PADME comes up to hug him. PADME: We owe you everything, Ani. SHMI comes in to give him a kiss. SHMI: Mmmm. ANAKIN: (at same time, not entirely pleased) Awww. SHMI: It's so wonderful, Ani. You have brought hope to those who have none. (mussing his hair) I'm so very proud of you. EOPIE: (in background) (bellows) SHMI kisses ANAKIN again, and he makes a face. ANAKIN: Awww. INT. MOS ESPA - ARENA - PRIVATE BOX - DAY In WATTO's box, he hands over money to a couple of fellow gamblers. WATTO: (Huttese) (sighs) WATTO turns to see QUI-GON entering the box. WATTO: You! You swindled me! You knew the boy was-a going-a to win! Somehow you knew it! I lost everything. QUI-GON: Whenever you gamble, my friend, eventually you'll lose. (walking to edge of box) Bring the parts to the main hanger. I'll come by your shop later on so you can release the boy. WATTO: You can't have him. It wasn't a fair bet. QUI-GON turns and studies WATTO. He steps forward to continue the conversation just as one of DARTH MAUL'S PROBE DROIDS files by. QUI-GON: Would you like to discuss it with the Hutts? WATTO: (groans) QUI-GON: I'm sure they can settle this. WATTO: (defeated) Take him. QUI-GON nods acceptance and leaves the box. WATTO is distraught. EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY JAR JAR and PADME head towards the ship as OBI-WAN and PANAKA pass the other way. JAR JAR: Hidoe! R2: (beeps) QUI-GON: (on EOPIE, to approaching OBI-WAN) Well, we have all the essential parts we need. 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 us these parts. Get this hyperdrive generator installed. OBI-WAN: Yes, Master. That shouldn't take long. QUI-GON: (to Eopie) Come on. Hup! EOPIE: (grunts) OBI-WAN heads off, leading a second EOPIE. EXT. TATOOINE - STREET - DAY WORKER DROIDS float above the street, carrying wreckage from the recently completed podrace. Down on the street, a group of kids cheer as ANAKIN wrestles with GREEDO. ANAKIN pounds on GREEDO. GREEDO shoves ANAKIN off as QUI-GON approaches. QUI-GON: What's this all about? ANAKIN: He said I cheated. QUI-GON: Did you? ANAKIN: No! QUI-GON: (to GREEDO) Do you still think he cheated? GREEDO: (alien language) Yes, I do. QUI-GON: Well, Ani...You know the truth. You will just have to tolerate his opinion, fighting will not change it. ANAKIN studies QUI-GON. QUI-GON looks from ANAKIN to GREEDO, and then moves off down the street. ANAKIN follows. GREEDO wanders over to WALD, who has been watching the goings-on. WALD: (alien language) Better watch yourself, Greedo. One day you'll upset the wrong guy. WALD runs across the street as QUI-GON and ANAKIN continue on in the distance. EXT. TATOOINE - STREET - SLAVE QUARTERS - DAY QUI-GON and ANAKIN walk down the street towards ANAKIN's home. QUI-GON takes a handful of credits from beneath his poncho and hands them to the boy. QUI-GON: Hey. These are yours. ANAKIN: Yes! They approach the slave quarters. INT. ANAKIN'S HOVEL - MAIN ROOM - DAY SHMI is working at a table filled with electronics as ANAKIN enters the door, followed by QUI-GON. ANAKIN: Mom, we sold the pod. Look at all the money we have! SHMI: Oh my goodness, but that's so wonderful, Ani. QUI-GON: (to SHMI) And he has been freed. ANAKIN: (to QUI-GON) What?!? QUI-GON: You're no longer a slave. SHMI looks pleased but sad. ANAKIN: (turning to SHMI) Did you hear that? SHMI: Now you can make your dreams come true, Ani. You are free. (sighs, then looks at Qui-Gon) Will you take him with you? Is he to become a Jedi? QUI-GON: Yes. Our meeting was not a coincidence. Nothing happens by accident. ANAKIN: You mean I get to come with you in your starship? QUI-GON : Anakin...(kneeling down)...training to become a Jedi is not an easy challenge. And even if you succeed, it's a hard life. ANAKIN: But I wanna go. It's what I've always dreamed of doing. (turning to SHMI) Can I go, Mom? SHMI: Anakin, this path has been placed before you. The choice is yours alone. ANAKIN studies his mother, who gives him a small smile. ANAKIN: I wanna do it. SHMI looks disappointed but not upset. QUI-GON: Then pack your things. We haven't much time. ANAKIN: (running to his room) Yippee! SHMI looks down. ANAKIN is running for his room, but slows to a stop, turning around. ANAKIN: (to QUI-GON) What about Mom? SHMI looks at ANAKIN. QUI-GON studies him. ANAKIN: Is she free too? QUI-GON: I tried to free your mother, Ani, but Watto wouldn't have it. ANAKIN: (walking over to SHMI) You're coming with us, aren't you, Mom? ANAKIN looks at QUI-GON, who looks back. ANAKIN lowers his head as he realizes he won't get what he wants. SHMI draws him close. SHMI: Son, my place is here. My future is here. It is time for you to let go. ANAKIN: I don't want things to change. SHMI: But you can't stop the change...any more than you can stop the suns from setting. (holding his face) Oh, I love you. ANAKIN and SHMI hug. SHMI sighs. They finish the hug and SHMI grasps ANAKIN by the arms. SHMI: Now, hurry. She guides ANAKIN away and he runs into his room. SHMI stands and looks at QUI-GON. SHMI: Thank you. QUI-GON: I'll watch after him. You have my word. (puts hand on her shoulder) Will you be all right? SHMI: (turning to look at him) (softly) Yeah. INT. ANAKIN'S HOVEL – BEDROOM - DAY ANAKIN switches on THREEPIO as he finishes packing. THREEPIO: Oh! Oh, my. Oh. Hello, Master Anakin. ANAKIN: Well, Threepio, I've been freed...and I'm goin' away in a starship. THREEPIO: Uh, Master Anakin, you are my maker, and I wish you well. However, I should prefer it if I were a little more completed. 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. THREEPIO: Sell me? ANAKIN: (leaving room) Bye. THREEPIO: Oh, my. EXT. MOS ESPA - STREET - SLAVE QUARTERS - DAY QUI-GON leads ANAKIN down the street. SHMI watches them go. ANAKIN suddenly stops, looks back, and looks at QUI-GON. QUI-GON turns around to watch ANAKIN, and ANAKIN runs back to his mother. They hug and she gives him a kiss on the cheek. ANAKIN: I can't do it, Mom. I just can't do it. SHMI: Ani... 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. (sighs) ANAKIN: I will come back and free you, Mom...I promise. SHMI smiles, puts her hand on ANAKIN's face, sighs, and drops her head. She gathers herself and looks back up at ANAKIN. SHMI: Now...be brave, and don't look back...don't look back. SHMI stands and ANAKIN heads off again. SHMI crosses her arms and watches him go. QUI-GON turns and walks down the street as ANAKIN follows. EXT. MOS ESPA - STREET - DAY One of Darth Maul's PROBE DROIDS floats down the main street of Tatooine. It comes up close to camera, making an electronic noise, and ducks around a building. EXT. TATOOINE – STREET – DAY ANAKIN runs to join QUI-GON, who is walking down the street. A PROBE DROID follows behind them. Suddenly, QUI-GON reaches into his tunic, turns, ignites his lightsaber, and cuts the PROBE DROID in half. ANAKIN: What is it? QUI-GON kneels down to inspect the droid. QUI-GON: A probe droid. Very unusual... The two halves of the droid spark and smoke. QUI-GON: ...not like anything I've seen before. Come on. QUI-GON and ANAKIN start running. The camera pans up to reveal a starship being worked on by droids. EXT. TATOOINE - DESERT MESA - DAY DARTH MAUL watches his PROBE DROID approach. The DROID speaks in a droid language to DARTH MAUL. The SITH LORD walks to his speeder bike and gets on. He moves forward and goes over the cliff towards Mos Espa. The DROID watches him go. EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY QUI-GON and ANAKIN run toward the Naboo spacecraft. ANAKIN is having a hard time keeping up. ANAKIN: (with MAUL approaching in the background) Qui-Gon, sir, wait! I'm tired! QUI-GON turns to see ANAKIN and MAUL 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, both he and QUI-GON have ignited their lightsabers. QUI-GON: (to ANAKIN) Go! (parries) (attacks) Tell them to take off! ANAKIN races towards the ship. QUI-GON thrusts but is blocked. MAUL spins and goes on the offensive, driving QUI-GON back. ANAKIN reaches the ship and heads up the ramp. MAUL swings and misses QUI-GON, who has ducked out of the way. QUI-GON blocks MAUL's follow through, and MAUL continues to attack, his robe swirling around him. QUI-GON parries and counter-attacks, and MAUL's robe swirls some more. INT. NABOO SPACECRAFT - COCKPIT CAPTAIN PANAKA, ANAKIN, and PADME rush into the cockpit where OBI-WAN and RIC OLIE are checking the instruments. CAPT. PANAKA: Qui-Gon's in trouble. OBI-WAN: (looking out towards QUI-GON) Take off. (Pointing) Over there. Fly low. In the distance the small figures of QUI-GON and MAUL can be seen doing battle. EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY The Naboo ship begins to lift off. QUI-GON takes a swing at MAUL, who avoids the attack by doing a flip over QUI-GON as the Naboo ship approaches. MAUL blocks QUI-GON's attack as he lands, and the Naboo ship comes in close. QUI-GON looks up at the ship, and with a great leap, lands on the extended ramp. He heads in as the ship continues on. DARTH MAUL can only watch them go, turning off his lightsaber as he does. INT. NABOO SPACECRAFT - HALLWAY QUI-GON is lying on the floor with R2 nearby. He turns off his lightsaber. R2 beeps. ANAKIN and OBI-WAN rush into the hallway. ANAKIN: (to QUI-GON) Are you all right? QUI-GON: I think so. OBI-WAN: What was it? QUI-GON: I'm not sure, but it was well trained in the Jedi arts. R2: (beeps) QUI-GON: My guess is it was after the Queen. ANAKIN: What are we going to do about it? QUI-GON: (Sighs) We shall be patient. Anakin Skywalker, meet Obi-Wan Kenobi. ANAKIN and OBI-WAN shake hands. ANAKIN: Hi. R2 beeps and OBI-WAN nods his head. ANAKIN: You're a Jedi too? R2: (beeps) ANAKIN: Pleased to meet you. R2: (whistles and beeps) OBI-WAN gives ANAKIN a small smile and looks at QUI-GON. QUI-GON laughs. EXT. SPACE - NABOO SPACECRAFT (FX) The ship streaks away from TATOOINE. EXT. NABOO PALACE - THEED - NIGHT Exterior shot of the palace. INT. NABOO PALACE – STAIR LANDING - THEED - NIGHT NUTE sits in a mechanical walking chair, which walks alongside SIO BIBBLE. DROID GUARDS follow behind them. NUTE: Your Queen is lost, your people are starving, and you, Governor, are going to die much sooner than your people, I'm afraid. BIBBLE: This invasion will gain you nothing. We're a democracy. The people have decided. NUTE: (to DROID) Take him away. Two DROID GUARDS lead SIO BIBBLE down the stairs. Another DROID GUARD approaches NUTE. DROID GUARD: My troops are in position to begin searching the swamps for these rumored underwater villages. They will not stay hidden for long. NUTE nods approval. INT. NABOO SPACECRAFT - MAIN AREA The ship lights are dim as PADME walks into the main room. She walks past a muttering JAR JAR asleep in a chair. She goes to a control console and pushes a button, activating a hologram recording of SIO BIBBLE. BIBBLE: The death toll is catastrophic. We must bow to their wishes. You must contact me. The hologram fades off. PADME is lost in thought. Suddenly she looks up, to see ANAKIN sitting in the corner, looking very dejected. PADME: You all right? ANAKIN: It's very cold. PADME grabs a jacket and walks past the muttering JAR JAR again, over to ANAKIN. PADME: You come from a warm planet, Ani. A little 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'll happen. ANAKIN: I made this for you...(he pulls something from his pocket) so you'd remember me. I carved it out of a japor snippet. It'll bring you good fortune. PADME: It's beautiful. But I don't need this to remember you by. ANAKIN looks thoughtfully at PADME. PADME: Many things will change when we reach the capital, Ani...but my caring for you will remain. ANAKIN: I care for you too, only I... PADME: ...miss your mother. ANAKIN looks at her, unable to speak. EXT. SPACE - PLANET CORUSCANT (FX) The ship approaches Coruscant. It flies above the atmosphere as many other ships fly in all different directions. EXT. CORUSCANT - CITYSCAPE - NABOO SPACECRAFT - DAY (FX) The spacecraft flies through the endless cityscape of Coruscant, the capital of the galaxy. INT. NABOO SPACECRAFT - COCKPIT ANAKIN looks out the cockpit window with RIC OLIE. RIC OLIE: Coruscant...the entire planet is one big city. There's Chancellor Valorum's shuttle. And look over there. Senator Palpatine is waiting for us. EXT. CORUSCANT - SENATE LANDING PLATFORM - DAY SENATOR PALPATINE stands alone on the landing platform as Supreme Chancellor VALORUM and his GUARDS exit a ship. PALPATINE turns his head to watch the Naboo spacecraft approach. It touches down on the platform. VALORUM and his GUARDS reach PALPATINE as the Naboo party comes down the ramp. QUI-GON, OBI-WAN, JAR JAR, ANAKIN, and PANAKA approach PALPATINE and VALORUM, and the jedi bow. OBI-WAN makes way for AMIDALA to approach. PALPATINE: (to AMIDALA) It is a great gift to see you alive, Your Majesty. With the communications breakdown, we've been very concerned. I'm anxious to hear your report on the situation. May I present Supreme Chancellor Valorum. VALORUM: Welcome, Your Highness. It's an honor to finally meet you in person. AMIDALA: Thank you, Supreme Chancellor. VALORUM: (as they begin to walk) I must relay to you how distressed everyone is over the current situation. I've called for a special session of the senate to hear your position. ANAKIN: I'm grateful for your concern, Chancellor. PALPATINE: There is a question of procedure, but I'm confident we can overcome it. PALPATINE, AMIDALA, the HANDMAIDENS (including PADME), JAR JAR and ANAKIN head off. VALORUM stays behind to talk with the jedi. QUI-GON: (to VALORUM) I must speak with the Jedi Council immediately. The situation has become much more complicated. ANAKIN suddenly stops and turns around, noticing that OBI-WAN and QUI-GON are staying with the SUPREME CHANCELLOR. As JAR JAR walks by ANAKIN, PADME turns around and calls to ANAKIN. PADME: Ani, come on. ANAKIN looks back to QUI-GON, and he gestures to ANAKIN that he should go ahead. ANAKIN continues on, followed by PANAKA and JAR JAR. They all enter the air taxi. JAR JAR leans over to ANAKIN. JAR JAR: Da Queens a bein' grossly nice, mesa tinks. (he looks ahead) Pitty hot! The air taxi moves away from the platform and off into the city. It goes around a building and heads towards another building, housing PALPATINE's quarters. INT. PALPATINE'S QUARTERS – LIVING AREA - DAY ANAKIN and JAR JAR watch as PANAKA passes by and enters PALPATINE's living area. PANAKA walks through the room as AMIDALA and PALPATINE discuss the situation. PALPATINE: There is no civility, only politics. The Republic is not what it once was. The Senate is full of greedy, squabbling delegates. There is no interest in the common good...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 by baseless accusations of corruption. The bureaucrats are in charge now. AMIDALA: What options have we? PALPATINE: Our best choice would be to push for the election of a stronger Supreme Chancellor, one who could control the bureaucrats, and give us justice. You could call for a vote of no confidence in Chancellor Valorum. AMIDALA: He has been our strongest supporter. PALPATINE: Our only other choice would be to submit a plea to the courts. AMIDALA: The courts take even longer to decide things than the Senate. Our people are dying, Senator. We must do something quickly to stop the Federation. PALPATINE: To be realistic, Your Majesty, I think we're going to have to accept Federation control for the time being. PALPATINE looks ominously at AMIDALA AMIDALA: That is something I cannot do. EXT. TEMPLE OF THE JEDI - DAY (FX) A unique building with tall spires stands out against the Coruscant skyline. Two small transports pass 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: (to the council) He was trained in the Jedi arts. My only conclusion can be that it was a Sith Lord. KI-ADI: Impossible! The Sith have been extinct for a millennium. MACE WINDU: I do not believe the Sith could have returned without us knowing. YODA: Ah, hard to see, the dark side is. MACE WINDU: We will use all our resources to unravel this mystery. We will discover the identity of your attacker. May the Force be with you. QUI-GON and OBI-Wan bow. OBI-WAN turns to leave, but QUI-GON continues to face the Council. YODA: (sighing) 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. Two of the JEDI look at each other. MACE WINDU: You refer to the prophesy of the one who will bring balance to the Force...you believe it's this boy? QUI-GON: I don't presume to... YODA: (interrupting) But you do! Revealed your opinion is. QUI-GON: I request the boy be tested, Master. YODA: Oh? Trained as a Jedi, you request for him, hmmm? QUI-GON: Finding him was the will of the Force...I have no doubt of that. KI-ADI looks at YODA, who looks at MACE. MACE WINDU: (sighing) Bring him before us, then. QUI-GON bows and leaves, with OBI-WAN following. YODA looks at MACE, who returns the look. INT. QUEENS QUARTERS - HALLWAY - DAY ANAKIN is standing before a guard outside the QUEEN's door. GUARD: (into transmitter) The boy's here to see Padme. RABE: (on transmitter) Let him in. The doors open, and ANAKIN enters the Queen's quarters. RABE: I'm sorry Ani, but Padme's not here right now. The doors close. INT. QUEENS QUARTERS ANAKIN stands with RABE. The Queen speaks out from the next room. AMIDALA: (offscreen) Who is it? RABE: Anakin Skywalker to see Padme, Your Highness. The QUEEN moves into the doorway. ANAKIN bows as she addresses him. AMIDALA: I've sent Padme on an errand. ANAKIN: I'm on my way to the Jedi temple to start my training, I hope. I may never see her again, so I came to say goodbye. AMIDALA: We will tell her for you. We are sure her heart goes with you. ANAKIN bows again. ANAKIN: Thank you, Your Highness. The QUEEN turns to walk away. EXT. CORUSCANT - GALACTIC SENATE BUILDING - DAY (FX) A large, distinctive looking domed building stands out amid the cityscape of Coruscant. A small transport flies by. 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. A CAMERA DROID flies by. VALORUM: The Chair recognizes the Senator from the sovereign system of Naboo. SENATOR PALPATINE stands and activates the Naboo platform. The platform, which also carries AMIDALA, PANAKA, and two aides, moves forward into the center. PALPATINE: Supreme Chancellor, delegates of the Senate. A tragedy has occurred which started right here with the taxation of trade routes, and has now engulfed our entire planet in the oppression 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. PALPATINE: To state our allegations, I present Queen Amidala, recently elected ruler of the Naboo, who speaks on our behalf. There is a murmuring from the rest of the senators. QUEEN AMIDALA stands to address the assembly. AMIDALA: Honorable representatives of the Republic. I come to you under the gravest of circumstances. The Naboo system has been invaded by the Droid Armies of the Trade... LOTT DOD: (interrupting) I object! There is no proof. This is incredible. We recommend a commission be sent to Naboo to ascertain the truth. AKS MOE: (from the Malastare platform) The Congress of Malastare concurs with the honorable delegate from the Trade Federation. A commission must be appointed. (Alien language) The system of Malastare concurs. A commission must be sent. VALORUM: The point... MAS AMEDDA: (interrupting) Excuse me, Chancellor. PALPATINE: (to AMIDALA) Enter the bureaucrat. 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 disappear. VALORUM: The point is conceded...Will you defer your motion to allow a commission to explore the validity of your accusations? 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. The Naboo platform drifts slowly away from the Chancellor. AMIDALA: If this body is not capable of action, I suggest new leadership is needed. PALPATINE tries not to give away his excitement. AMIDALA: I move for a vote of no confidence in Chancellor Valorum's leadership. The assembled Senators begin to voice their opinions. A large alien with long blue head appendages stands up and two WOOKIES gesture from a platform higher up. CHANCELLOR VALORUM is stunned. He slowly sits down. A chant of "Vote now!" can be heard in the Senate. Aliens in green and black clothes can be seen chanting and dancing in their platform, and several E.T. aliens can be seen in a lower platform. MAS AMEDDA stands to address the Senate. MAS AMEDDA: Order! PALPATINE: (to AMIDALA) Now they will elect a new Chancellor, a strong Chancellor, one who will not let our tragedy continue. EXT. PALACE OF THE JEDI - BALCONY - SUNSET OBI-WAN and QUI-GON walk through a doorway to a balcony outside the Jedi palace. OBI-WAN: The boy will not pass the Council's test, Master. He's too old. QUI-GON: Anakin will become a Jedi...I promise you. OBI-WAN: Do not defy the Council, Master, not again. They stop briefly. QUI-GON: I shall do what I must, Obi-Wan. They begin to walk again. OBI-WAN: If you would just follow the code, you would be on the council. 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. ANAKIN: A ship... ANAKIN is seen from over MACE's shoulder, as MACE looks at the viewing screen. ANAKIN: (continuing) A cup...a ship...a speeder. MACE WINDU lowers the viewing screen and looks toward YODA. YODA returns the look. MACE nods. YODA: Hmm. YODA puts a finger to his lips and studies ANAKIN. YODA: How feel you? ANAKIN: Cold, sir. YODA: Afraid are you? ANAKIN: No, sir. YODA: See through you, we can. MACE WINDU: Be mindful of your feelings... KI-ADI: Your thoughts dwell on your mother. YODA continues to study ANAKIN. ANAKIN: I miss her. YODA: Mmm. Afraid to lose her, I think, mmm? ANAKIN: (a little angry) What has 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 looks from YODA to MACE. MACE puts his hand to his chin and studies ANAKIN. ANAKIN looks back to YODA. YODA: I sense much fear in you. EXT. CORUSCANT (FX) Ships fly between the buildings of the city. A shot of more ships flying around a large building. A shot of the cityscape as seen from a balcony. INT. PALPATINE'S QUARTERS - SUNSET QUEEN AMIDALA is standing, staring out the window. JAR JAR approaches from behind. JAR JAR: Yousa tinken yousa people ganna die? AMIDALA: I don't know. JAR JAR: Gungans get pasted too, eh? AMIDALA: I hope not. JAR JAR: Gungans no die'n without a fight.... wesa warriors. Wesa gotta grand army. Dat's why you no liken us, mesa tinks. CAPT. PANAKA: (offscreen) Your Highness? AMIDALA turns to see PALPATINE and CAPTAIN PANAKA come into the room. CAPT. PANAKA: Your Highness. (he bows) Senator Palpatine has been nominated to succeed Valorum as Supreme Chancellor. PALPATINE: A surprise, to be sure, but a welcome one. Your Majesty, if I am elected, I promise to put an end to corruption. AMIDALA: Who else has been nominated? CAPT. PANAKA: Bail Antilles of Alderaan and Ainlee Teem of Malastare. PALPATINE: I feel confident our situation will create a strong sympathy vote for us...(sits) I will be Chancellor. AMIDALA: I fear by the time you have control of the bureaucrats, Senator, there'll be nothing left of our people, our way of life. PALPATINE: I understand your concern, Your Majesty, unfortunately, the Federation has possession of our planet. AMIDALA: Senator...this is your arena. I feel I must return to mine. PALPATINE studies her. AMIDALA: I've decided to go back to Naboo. PALPATINE: Go back? (stands) But, Your Majesty, be realistic. They'll force you to sign the treaty. AMIDALA: I will sign no treaty, Senator. My fate will be no different than that of our people. (to PANAKA) Captain! CAPT. PANAKA: Your Highness? AMIDALA: Ready my ship. PALPATINE: Please, Your Majesty, stay here, where it's safe. AMIDALA: It is clear to me now that the Republic no longer functions. I pray you will bring sanity and compassion back to the Senate. AMIDALA exits the room. PALPATINE watches her go. EXT. TEMPLE OF THE JEDI – COUNCIL CHAMBERS – NIGHT Shot of the Council Chambers at night. A ship flies by. INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - NIGHT ANAKIN, OBI-WAN, and QUI-GON stand before the TWELVE MEMBERS OF THE JEDI COUNCIL. KI-ADI: The Force is strong with him. QUI-GON: He's to be trained, then. MACE WINDU: No, he will not be trained. QUI-GON is shocked. QUI-GON: No? ANAKIN studies MACE, looking slightly angry. MACE WINDU: He is too old. QUI-GON: He is the chosen one...you must see it. YODA: Hmm. Clouded, this boy's future is. QUI-GON thinks for a moment and comes to a decision. He walks forward. QUI-GON: I will train him, then. QUI-GON moves past OBI-WAN, who looks disturbed. QUI-GON puts his hands on ANAKIN's shoulders. QUI-GON: I take Anakin as my Padawan learner. YODA: An apprentice you have, Qui-Gon. Impossible to take on a second. MACE WINDU: The code forbids it. QUI-GON: Obi-Wan is ready. OBI-WAN: (steps forward) I am ready to face the trials. YODA: Our own counsel we will keep on who is ready. QUI-GON: He is headstrong, and he has much to learn of the living Force, but he is capable. There is little more he can learn from me. OBI-WAN looks at QUI-GON. QUI-GON returns the look. YODA: Young Skywalker's fate will be decided later. MACE WINDU: Now is not the time for this. The Senate is voting for a new Supreme Chancellor, and Queen Amidala is returning home, which will put pressure on the Federation and could widen the confrontation. KI-ADI: And draw out the Queen's attacker. MACE WINDU: Go with the Queen to Naboo and discover the identity of this dark warrior. This is the clue we need to unravel the mystery of the Sith. YODA: May the Force be with you. OBI-WAN and ANAKIN bow. Along with QUI-GON, they leave the council. EXT. CORUSCANT - SENATE LANDING PLATFORM - NIGHT A large transport flies over the landing platform where the Naboo spacecraft is parked. Another transport departs the platform and a group of people walks toward the Naboo ship. QUI-GON and OBI-WAN take a walk on the platform. OBI-WAN: It's not disrespect, Master. It's 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. He's not dangerous. The Council will decide Anakin's future. That should be enough for you. Now get on board. OBI-WAN turns and leaves, revealing ARTOO and ANAKIN. R2: (whimper) ANAKIN: Qui-Gon, sir, I don't want to be a problem. QUI-GON: (kneeling down) You won't be, Ani...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'll be safe. ANAKIN: Master, sir, I heard Yoda talking about midi-chlorians. I've been wondering...what are midi-chlorians? QUI-GON: Midi-chlorians are a microcopic lifeform that resides within all living cells. ANAKIN: They live inside me? QUI-GON: Inside your cells, yes. And we are symbionts with them. 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 us, telling us the will of the Force. When you learn to quiet your mind, you'll hear them speaking to you. ANAKIN: I don't understand. QUI-GON: With time and training, Ani, you will...you will. QUI-GON gets up, and he and ANAKIN turn to greet AMIDALA and PANAKA. QUI-GON: Your Majesty, it is our pleasure to continue to serve and protect you. AMIDALA: I welcome your help. Senator Palpatine fears that the Federation means to destroy me. QUI-GON: I assure you I will not allow that to happen. AMIDALA enters the ship, followed by her HANDMAIDENS and PANAKA. JAR JAR cannot contain his excitement. JAR JAR: Wesa goen ho-o-o-o-o-o-me! ANAKIN: (approaching ramp) Come on, R2. R2: (whistles) EXT - SPACE - CORUSCANT Shot of the Naboo ship flying away from Coruscant, and disappearing into hyperspace. EXT. NABOO PALACE – NIGHT Shot of the Palace at night. INT. NABOO PALACE - THRONE ROOM - THEED - NIGHT NUTE and RUNE stand before a hologram of DARTH SIDIOUS. DARTH SIDIOUS: Is the planet secure? NUTE: 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'm sending my apprentice, Darth Maul, to join you. NUTE: Yes, my Lord. DARTH SIDIOUS fades off. RUNE: (to NUTE) A Sith here? EXT - SPACE A shot of the Naboo ship coming out of hyperspace. INT. SPACE - NABOO SPACECRAFT COCKPIT ANAKIN sits next to RIC OLIE, looking at various buttons and gauges. RIC OLIE: Those are the forward stabilizers. ANAKIN: And those two control the pitch? RIC OLIE: (smiling slightly) You catch on pretty quick. INT. NABOO SPACECRAFT - QUEEN'S CHAMBERS SABE and EIRTAE stand behind QUEEN AMIDALA. CAPT. PANAKA: (offscreen) As soon as we land, the Federation will arrest you, and force you to sign the treaty. QUI-GON: I agree. I'm not sure what you wish to accomplish by this. AMIDALA: I will take back what's ours. CAPT. PANAKA: There are two few of us, Your Highness. We have no army. QUI-GON: And I can only protect you. I can't fight a war for you. AMIDALA: Jar Jar Binks... JAR JAR: Mesa, Your Highness? AMIDALA: Yes. I need your help. EXT – SPACE - NABOO A shot of the Naboo ship approaching Naboo. INT. NABOO CRUISER COCKPIT - DAY RIC OLIE, CAPT. PANAKA, and OBI-WAN are gathered in the cockpit. RIC OLIE: I have one battleship on my scope. OBI-WAN: (looking at instrument panel) It's a droid control ship. PANAKA: They've probably spotted us. OBI-WAN: We haven't much time. EXT. NABOO FOREST - DAY The Naboo spacecraft flies over a vast forest and lands in-between the trees. OBI-WAN approaches QUI-GON. OBI-WAN: Jar Jar is on his way to the Gungan city, Master. QUI-GON: Good. OBI-WAN: Do you think the Queen's idea will work? QUI-GON: The Gungans will not be easily be swayed...and we cannot use our power to help her. OBI-WAN thinks for a moment. OBI-WAN: I'm...I'm sorry for my behavior, Master. It's not my place to disagree with you about the boy. (thinks some more) And I am grateful you think I'm ready to take the trials. QUI-GON: You've been a good apprentice, Obi-Wan...And you're a much wiser man than I am. I foresee you will become a great Jedi Knight. EXT. NABOO SWAMP LAKE - DAY JAR JAR exits the swamp lake and stumbles slightly, making a JAR JAR noise. He shakes himself dry, blubbering as he does so. He approaches CAPTAIN PANAKA, OBI-WAN, and QUI-GON. JAR JAR: Der-sa nobody dare. The Gungan city is deserted. Some kinda fight, mesa tinks. OBI-WAN: Do you think they have been taken to the camps? CAPT. PANAKA: More likely they were wiped out. JAR JAR: Mesa no tink so. QUI-GON: Do you know where they are, JAR JAR? JAR JAR: When in trouble, Gungans go to sacred place. Mesa show you. Come on. Mesa show you! QUI-GON, OBI-WAN, and PANAKA follow JAR JAR. EXT. NABOO SACRED TEMPLE RUINS - DAY JAR JAR, QUEEN AMIDALA, ANAKIN, 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 massive carved heads. BOSS NASS and several other COUNCIL MEMBERS stand on the top of a three-quarter- submerged head. GUNGAN GUARD: (to BOSS NASS) Your Honor, Queen Amidala of the Naboo. AMIDALA and her party come forward. JAR JAR: (to BOSS NASS) Uh, h-hello dadee, Big Boss Nass, Your Honor. BOSS NASS: Jar Jar Binks. Who's da uss-en uthers? AMIDALA: I am Queen Amidala of the Naboo. I come before you in peace. BOSS NASS: Ah, Naboo biggen. Yousa bringen da Mackineeks. (pointing) Yousa all bombad. AMIDALA: We have searched you out because we wish to form an alliance. Suddenly, PADME steps forward. PADME: Your Honor... BOSS NASS: (makes clicking sound) Whosa dis? PADME: I am Queen Amidala. JAR JAR: (looking at PADME) Hmmm? R2: (whistles) ANAKIN looks in disbelief at PADME. PADME: (in direction of AMIDALA) This is my decoy... R2: (makes R2 noise) PADME: (cont.) my protection... R2: (makes R2 noise) PADME: ...my loyal bodyguard. (as OBI-WAN and QUI-GON give each other a knowing look)...I'm sorry for my deception, but it was necessary to protect myself. Although we do not always agree, Your Honor, our two great societies have always lived in peace. BOSS NASS: Ahhh. PADME: The Trade Federation has destroyed all that we have worked so hard to build. If we do not act quickly, all will be lost forever. I ask you to help us...(kneeling) no, I beg you to help us. We are your humble servants. Slowly, the rest of the group kneels as well. JAR JAR: (briefly) Hm? PADME: Our fate is in your hands. BOSS NASS studies the group. BOSS NASS: Mmmmmmm. The rest of the Gungans appear unsure of what they see. JAR JAR softly whimpers. PADME looks hopefully at BOSS NASS. OBI-WAN also looks hopeful. BOSS NASS sighs. ANAKIN looks up at QUI-GON. BOSS NASS: (offscreen) Ha! BOSS NASS laughs. QUI-GON studies BOSS NASS. BOSS NASS: Yousa no tinken yousa greater den da Gungans? (laughs as PADME looks on) Me-e-esa lika dis. (OBI-WAN smiles at QUI-GON) Maybe, wesa...bein friends. (blubbers and slobbers) PADME smiles as the GUNGANS begin to cheer. QUI-GON smiles. JAR JAR: Yippee...Ya-hoo! INT. NABOO PALACE - THRONE ROOM - DAY NUTE, RUNE, and DARTH MAUL talk to a hologram of DARTH SIDIOUS. NUTE: We've sent out patrols. We 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 aggressive. (to MAUL) Lord Maul, be mindful. Let them make the first move. DARTH MAUL: Yes, my Master. EXT. NABOO EDGE OF SWAMP/ GRASS PLAINS - DAY A GUNGAN SENTRY sits on top of an ancient half-buried statue, searching the landscape with a pair of binoculars. ANAKIN stands at the foot of the statue. GUNGAN LOOKOUT: Deysa comin! ANAKIN: All right! ANAKIN runs over to PADME and the JEDI, who are discussing a battle plan. ANAKIN: They're here! PADME: Good, they made it. Speeders arrive carrying the reconnaissance party as BOSS NASS walks with JAR JAR. BOSS NASS: Yousa doen grand. JAR JAR: Haw haw... BOSS NASS: Jar Jar bring uss-en and tha Naboo together. JAR JAR: Aw-ho, no, no-ho, no-ho... BOSS NASS: So, wesa make you Bombad General. JAR JAR: General??! Oh..oh... JAR JAR faints. QUI-GON: (to PANAKA, in distance) Captain? BOSS NASS laughs and walks off. PANAKA: (to PADME, in distance) Your Highness. PADME: (in distance) What is the situation? CAPT. PANAKA: Almost everyone's in camps. A few hundred police and guards have formed an underground resistance movement. I brought back as many of the leaders as I could. The Federation Army's also much larger than we thought, and much stronger. (turning to PADME) Your Highness, this is a battle I do not think that we can win. PADME: The battle is a diversion. The Gungans must draw the Droid Army away from the cities. R2... R2: (beeps) R2 projects a holograph. PADME: We can enter the city using the secret passages on the waterfall side. Once we get to the main entrance, Captain Panaka will create a diversion. Then we can enter the palace and capture the Viceroy. Without the Viceroy, they will be lost and confused. (to QUI-GON) What do you think, Master Jedi? QUI-GON: The Viceroy will be well guarded. CAPT. PANAKA: The difficulty is 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 out-san part. 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 orbiting the planet. QUI-GON: A well-conceived plan. However, there's great risk. The weapons on your fighters may not penetrate the shields. OBI-WAN: And there's an even bigger danger. If the Vicroy escapes, Your Highness, he will return with another droid army. PADME: Well, that is why we must not fail to get to the Viceroy. Everything depends on it. ANAKIN looks on as R2 beeps and whistles. INT. THEED - PALACE - THRONE ROOM - DAY A Hologram of DARTH SIDIOUS walks backwards through the palace. DARTH SIDIOUS: ...she is more foolish than I thought. NUTE, RUNE, and DARTH MAUL are following the hologram. NUTE: We are sending all troops to meet this army assembling near the swamp. It appears to be made up of primitives. DARTH SIDIOUS: This will work to our advantage. NUTE: I have your approval to proceed then, My Lord. DARTH SIDIOUS: Wipe them out...all of them. EXT. NABOO SWAMP LAKE - DAY (FX) Through a dense fog, GUNGAN riders appear and move forward. The GUNGAN ARMY advances out onto the grassy plain as a lone warrior blows on a battle horn. The full scope of the ARMY is revealed, including giant lizard-like FAMBAAS with large shield generators mounted on their backs. GENERAL CEEL is at the head of the column. GENERAL CEEL: Halt! The ARMY comes to a stop. GENERAL CEEL: Starting up the shield. A GUNGAN WARRIOR on a FAMBAA slaps a button. A blue ray shoots out of the generator and blasts into a large dish on the back of a second FAAMBA. The energy leaps towards the sky and spreads like an umbrella over the assembled WARRIORS. JAR JAR watches as the energy field descends. The shield touches down on the ground. On the green hills in the distance, a few small animals scatter as a rumbling is heard. FEDERATION TANKS and TROOP TRANSPORTS appear over the ridge of the hill. They disturb the grass below as they slowly advance on the GUNGAN shield. The FEDERATION vehicles come to a stop. A BATTLE DROID on one of the tanks lowers its binoculars. BATTLE DROID: Open fire! Fire erupts from a tank turret. Another tank beyond takes a shot. A group of tanks open fire. Their shots impact on the shield. More shots impact but do not go through. EXT. THEED - CENTRAL PLAZA - DAY PADME, followed by R2, QUI-GON, and OBI-WAN, stealthily makes her way through the plaza. PADME reaches the corner of a building and stops, using a small red laser light to signal across the plaza. A blue laser light signals back. The owner of the blue light is revealed to be CAPTAIN PANAKA. PANAKA signals to PADME to move out. QUI-GON leans down to ANAKIN. QUI-GON: Once we get inside, you find a safe place to hide and stay there. ANAKIN: Sure. QUI-GON: Stay there... A NABOO TANK and several NABOO troops enter the plaza near PANAKA. The TANK opens fire, hitting a FEDERATION TANK. BATTLE DROID: (as TANK explodes) There they are. BATTLE DROID 2: (mumbles unclearly) The NABOO TANK withdraws as the NABOO TROOPS and BATTLE DROIDS exchange blaster fire. PADME and the others enter the plaza as the BATTLE DROIDS advance on the NABOO TROOPS, not noticing PADME and her compatriots. As they rush forward, the JEDI ignite their lightsabers. The JEDI deflect laser fire as PADME opens fire and OBI-WAN cuts down a DROID. The DROIDS continue to advance on the NABOO troops. BATTLE DROID: Roger roger. CAPTAIN PANAKA and his TROOPS come out firing. PADME opens the hanger door and they enter the hanger. The NABOO TANK continues to fire as it retreats. The BATTLE DROIDS continue to move forward and one is hit by laser fire. INT. THEED - PALACE THRONE ROOM - DAY NUTE and RUNE watch the plaza battle on a large view screen. NUTE: I thought the battle was going to take place far from here...(as DARTH MAUL joins them) this is too close. INT. THEED - CENTRAL HANGER - DAY BATTLE DROIDS are scattered about the hanger. Suddenly laser fire begins to pick them off. PADME, the JEDI, ANAKIN, and others rush into the hanger, the JEDI deflecting laser bolts as they advance. Another BATTLE DROID is hit. QUI-GON deflects a blast. QUI-GON: (to ANAKIN) Ani, find cover. ANAKIN looks at QUI-GON and heads off. QUI-GON: Quick! PADME: (to pilots) Get to your ships! THE JEDI and PADME continue to move forward as the pilots stream into the hanger. ANAKIN takes cover briefly as an explosion goes off nearby. A NABOO PILOT gets in a fighter. Two more climb ladders and get in their ships. A NABOO TROOPER screams as a laser bolt hits him. A BATTLE DROID is hit. ANAKIN moves on from the container he was hiding behind. Several NABOO FIGHTERS take off and exit the hanger. R2 whistles as he is picked up and appears in a fighter, beeping. ANAKIN runs for a ladder and begins to climb. A NABOO TROOPER screams as he is hit. The QUEEN DECOY moves out and fires, hitting a BATTLE DROID. ANAKIN jumps into the cockpit as R2 continues to beep and whistle. More fighters exit the hanger. As the fighters head out from the hanger, one is hit by a laser blast and crashes with a large explosion on the ground below. CAPTAIN PANAKA and other NABOO FIGHTERS duck as a NABOO FIGHTER passes overhead. R2 beeps as ANAKIN watches from the cockpit of his fighter. QUI-GON and PADME continue to advance. Another BATTLE DROID is hit. EXT. NABOO STARFIGHTERS - NABOO - SPACE The Naboo fighters leave the planet and heads toward the space station. A number of FEDERATION FIGHTERS head out from the space station to engage. BRAVO LEADER: Fighters straight ahead. BRAVO TWO: Roger, Bravo Leader. BRAVO THREE: Roger, Bravo Leader. The fighters engage the enemy as the space station looms in the background. EXT. NABOO GRASS PLAINS - DAY (FX) The FEDERATION TANKS continue firing on the GUNGAN SHIELD. The shield is too strong for the attack. A BATTLE DROID puts down its binoculars. BATTLE DROID: Cease fire. The FEDERATION TANKS take a few last shots and the GUNGAN ARMY watches as the shots impact on the shield. The ARMY is restless and the troops and animals shift positions slightly. JAR JAR: Steady. Steady. Suddenly the door on a FEDERATION TRANSPORT opens, and a large machinery arm carrying many folded up BATTLE DROIDS is lowered to the ground. Row by row the troops are readied for deployment. GUNGAN WARRIORS activate personal shields. A warrior loads an explosive blue sphere onto a catapult. The GUNGAN ARMY looks out to the deployed troops beyond the shield. EXT. NABOO STARFIGHTERS – DROID CONTROL SHIP - SPACE The battle in space rages on around the FEDERATION DROID CONTROL SHIP. INT. DROID CONTROL SHIP - BRIDGE DOFINE stands on the bridge with other FEDERATION flunkies. DOFINE: Activate the droids. TEY HOW: Yes sir. TEY HOW presses a button on the console. EXT. NABOO GRASS PLAINS - DAY (FX) The assembled BATTLE DROIDS, still in folded position, twitch upon receiving the signal. They unfold their fingers, raise their arms, and get to their feet. The entire battalion of DROIDS stands. The DROID heads move into upright position, and they pull laser rifles from over their shoulders. They turn to face the GUNGAN ARMY. CAPTAIN TARPALS, standing near JAR JAR, swallows nervously. CAPT. TARPALS: (to JAR JAR) Ouch time... The BATTLE DROIDS begin to march forward. They approach the shields. The first wave reaches the shield and walks right through, opening fire as they do so. The GUNGANS deflect the laser blasts with their personal shields and begin to throw small blue explosive spheres at the BATTLE DROIDS. Two DROIDS are hit and fall back as the spheres short circuit them. GENERAL CEEL: (gesturing) Fire! A GUNGAN releases a catapult arm, which flings a large sphere forward. JAR JAR's mount bucks him off. JAR JAR: Whoa-ohh! The blue spheres descend from the sky. A BATTLE DROID is struck. JAR JAR watches as another WARRIOR slings a sphere towards the DROIDS. He reaches down to grab a sphere in a sling. The BATTLE DROIDS continue to advance as a few are struck down. JAR JAR swings the sling violently, nearly taking out several nearby WARRIORS. JAR JAR: Ahh! (falling down) Whoa! The BATTLE DROID ARMY has nearly reached the GUNGAN FRONT LINE, firing rapidly as they go. The large GUNGAN catapults continue to send the large blue spheres into the main section of BATTLE DROIDS. INT. THEED - CENTRAL HANGER - DAY CAPTAIN PANAKA, PADME, and several NABOO TROOPS come together in the hanger. PADME: (to PANAKA) My guess is the Viceroy's in the throne room. PANAKA: (as ANAKIN pokes his head up from the cockpit) Red group! Blue Group! Everybody this way. ANAKIN: (standing) Hey, wait for me! QUI-GON: (walking by with TROOPS and OBI-WAN) Anakin, stay where you are. You'll be safe there. ANAKNI: But, I... QUI-GON: (pointing) Stay in that cockpit. The TROOPS approach the main doors. Suddenly, the doors begin to open. DARTH MAUL is seen in the hall beyond. CAPTAIN PANAKA, PADME, and the TROOPS come to an abrupt halt. MAUL looks up with hatred at the group. QUI-GON: (Advancing) We'll handle this. PADME: (turning to leave) We'll take the long way. The TROOPS scatter as the JEDI continue to walk forward. DARTH MAUL removes the hood from his head. All three remove their capes. R2 (from the fighter) beeps and turns to look to the side. ANAKIN also looks, and sees three DESTROYERS roll up and activate their shields. The NABOO TROOPS run for cover as laser bolts fly around them. ANAKIN looks back to PADME, who finds cover behind a column. ANAKIN: (in cockpit) We gotta do something, R2. DARTH MAUL ignites his dual-sided lightsaber, first one end and then the other. QUI-GON and OBI-WAN draw their lightsabers and ignite them in response. MAUL growls lowly and moves forward as OBI-WAN leaps over him. OBI-WAN attacks from behind but MAUL parries. MAUL now fights with a JEDI on each side of him. PADME and the TROOPS continue to fire from behind cover. PANAKA blasts away, but the shots are useless against the DESTROYER shields. A NABOO TROOP is hit and the DESTROYER lasers continue to keep the TROOPS pinned down. R2 beeps and whistles. The DESTROYERS keep firing, protected by their shields. ANAKIN: (in cockpit, to R2) I'm trying to. I don't know where the trigger is! ANAKIN pushes a large button and the lights on the display panel turn on. R2 beeps and whistles as the ship moves up into the air slightly. ANAKIN looks around as the fighter moves forward. ANAKIN: Oops, wrong one. Maybe it's this one.... ANAKIN pulls a lever, and the cockpit cover slams shut. ANAKIN: Nope...Wait, here it is. ANAKIN pulls a trigger arm to him and depresses the top button. The fighter spits out laser fire, taking out one of the DESTROYERS. ANAKIN: Yeah! ANAKIN concentrates on his targets. A second DESTROYER is blown away. PADME looks out to see that ANAKIN's ship is heading for the hangar exit. As he moves forward he finishes off the last DESTROYER. PADME: (to TROOPS as she moves out) Let's go! The TROOPS follow her. ANAKIN: Uh, it's on automatic pilot. A set of side doors open and PADME heads through the doorway. The troops pour through the doorway after her. R2 beeps as the fighter accelerates. It flies up and away from the hanger as a FEDERATION TANK fires at it in vain. ANAKIN: (to R2) Try to override it. R2: (beeps) ANAKIN puts on a helmet and his fighter flies up among the clouds. EXT. NABOO STARFIGHTER - COCKPIT - SPACE ANAKIN's fighter flies into space above Naboo, towards the FEDERATION BATTLESHIP. INT. THEED - CENTRAL HANGER - DAY Back in the hanger, DARTH MAUL is defending himself against the two JEDI. He knocks down QUI-GON with a kick and spins away from OBI-WAN. MAUL uses the force to send a piece of debris into a door switch, opening the door behind him. He spins his lightsaber as the door opens. OBI-WAN attacks and QUI-GON rushes up to make it two against one as they pass through the open door. MAUL kicks OBI-WAN in the face and jumps away from QUI-GON. OBI-WAN goes tumbling across the floor. MAUL retreats from QUI-GON into a large area with flowing energy columns. QUI-GON drives MAUL back and OBI-WAN attacks as MAUL forces QUI-GON off to the side. QUI-GON comes back to help OBI-WAN. MAUL spins away again and retreats to the edge of a circular platform. We see a long shot of MAUL at the edge of the platform. MAUL stares menacingly at the JEDI. QUI-GON in on guard, staring back. OBI-WAN pauses and then fakes an attack. The attack comes from QUI-GON instead, but MAUL does a backflip over to a catwalk. QUI-GON and OBI-WAN jump the gap and land on either side of MAUL. He blocks both of their lightsabers with his own. INT. THEED - PALACE - HALLWAY - DAY PADME, CAPTAIN PANAKA, and the TROOPS race down a hallway. BATTLE DROIDS on a stair landing open fire on them. They head for cover behind columns on either side of the hall. The BATTLE DROIDS move forward and find cover behind columns as well. CAPT. PANAKA and several TROOPS crouch behind the columns and return laser fire. A BATTLE DROID prepares to fire, but PADME blasts it. Another DROID is hit as the battle in the hall continues. A DROID pops out from behind a column and opens fire. PADME: (to PANAKA) We don't have time for this, Captain. PADME blasts another DROID. EXT. / INT. NABOO STARFIGHTER - COCKPIT - SPACE ANAKIN's fighter flies into space above Naboo, towards the FEDERATION BATTLESHIP. ARTOO beeps a worried concern. ANAKIN: Look! There they are. That's where the autopilot's taking us. EXT. NABOO GRASS PLAINS - DAY DESTROYER DROIDS roll through the protective shield and unfold, firing on the GUNGANS. The GUNGANS advance on their mounts but a laser blast causes an explosion and the GUNGANS are thrown from their seats. More GUNGANS advance on their animals, throwing spears and blue spheres. The GUNGANS move forward on their animals, supported by large catapults. A lone GUNGAN WARRIOR uses his shield to hit a BATTLE DROID with a deflected laser bolt. The upper half of the DROID flies off and lands on JAR JAR's back. JAR JAR: Huh? Waahh! Aah! Aah! JAR JAR runs around, out of control. He throws the partial DROID to the ground. JAR JAR: Aah! He jumps on the DROID. JAR JAR: Aaah! Hmm! Dumb droid. (makes unintelligible noise) He kicks the DROID but his foot gets caught. JAR JAR: Get off! Get off! Get off! Get off! He tries to kick off the droid, but the impact causes the droid to fire and hit another droid. JAR JAR: Ohh! (softly) Oh, mooie! He does it again. JAR JAR: Whoo-hoo! He turns around to see a DESTROYER. He ducks for cover. JAR JAR: Ooh, ahhh! The droid fires again, taking a leg out from the DESTROYER. It falls to the ground. INT/EXT NABOO STARFIGHTER - COCKPIT -SPACE The NABOO FIGHTERS fly over the FEDERATION BATTLESHIP, taking heavy fire. NABOO PILOT: The deflector shield is too strong. Large guns mounted on the FEDERATION BATTLESHIP track and fire on the small NABOO craft. One of the pilot's ships is hit, and it explodes into a brilliant fireball. Two other NABOO ships fly past the wreckage. The ships approach the BATTLESHIP and fly directly through a large exploding radar dish. R2 whistles as an enemy ship races by. ANAKIN: This is tense! (rocked by shaking cockpit) ANAKIN flies right between several enemy ships. ANAKN: (as the ships pass by) Whoa! Artoo, get us off this autopilot! It's gonna get us both killed. ARTOO beeps a reply. ANAKIN: (looking at instrument panel) You did it, R2! (R2 beeps again) Okay, let's go left. He moves the controls left and the cockpit pitches him to the side. His fighter turns in an arc near the BATTLESHIP. R2 beeps some more. ANAKIN: (reading R2's message on his scope) Go back? Qui-Gon told me to stay in this cockpit, so that's what I'm gonna do. Two NABOO fighters are chased by several FEDERATION fighters. The fighters are pursued between structural elements of the BATTLESHIP. ANAKIN: I'll try spinning, that's a good trick. ANAKIN moves the controls to the left again. ANAKIN: (as cockpit spins in circles) Whaaaaaa! ANAKIN's fighter, still spinning, is chased by two enemy fighters. R2 beeps some more. ANAKIN: I know we're in trouble. Just hang on. INT. THEED - PALACE - HALLWAY - DAY The BATTLE DROIDS and NABOO TROOPS are still engaged in their fierce hallway battle, fighting for position. As PADME fires from behind a column, CAPT. PANAKA looks towards the windows. He fires, blowing the windows out. A BATTLE DROID advances as it fires. PANAKA: (to PADME) Go! PADME moves for the window opening and PANAKA follows as their TROOPS provide cover. A BATTLE DROID moves behind a column as another one pops out to fire. PADME crosses the hallway, followed by PANAKA, shooting as he goes. They reach the other side and several TROOPS go with them. They reach the window opening and start to climb out. PANAKA: (to troops) Ascension guns! The remaining TROOPS keep firing from the hallway to keep the BATTLE DROIDS occupied. A DROID is hit as several others fire back. EXT. THEED - PALACE - DAY PADME, CAPTAIN PANAKA, and several NABOO TROOPS climb out onto a narrow ledge. PANAKA looks up at a ledge above. The team aims their guns up at the ledge. They fire and cables shoot up, embedding into the structure above. PADME begins to ascend, and the others do as well, though one unfortunate TROOP lags slights behind. Fortunately he catches up as the group rises up and reaches the upper ledge. They begin to disengage from the cables. PANAKA moves away from the window as PADME gets into position and points her gun at the window. INT. THEED - PALACE - HALLWAY - DAY An explosion comes from the window in the hall. PANAKA, PADME, and the others enter the hall from the window and set off again. INT. THEED - POWER GENERATOR PIT MAUL is once again between OBI-WAN and QUI-GON as they fight on a high catwalk in the POWER GENERATOR PIT, surrounded by brilliant flowing purple energy columns. QUI-GON attacks but is blocked. OBI-WAN attacks and MAUL forces OBI-WAN's lightsaber to the floor with his own. He kicks OBI-WAN in the face and OBI-WAN hits the floor, then rolls off the catwalk and falls to a lower catwalk. His lightsaber lands on the catwalk as OBI-WAN grabs the catwalk and dangles from the edge. QUI-GON strikes MAUL twice, and MAUL also tumbles off the high catwalk, falling down onto a different catwalk. QUI-GON readies himself and drops down onto the catwalk next to MAUL. MAUL kicks QUI-GON and gets to his feet. We see a long shot as QUI-GON makes several moves and MAUL blocks them all. MAUL counter-attacks and QUI-GON ducks to avoid the blow, then comes back up to block another MAUL attack. Now in a close shot, QUI-GON pushes forward again, driving MAUL back. OBI-WAN pulls himself up, gets onto the lower catwalk, and grabs his lightsaber. He looks up to see QUI-GON and MAUL dueling up above him. OBI-WAN leaps and reaches the catwalk as QUI-GON and MAUL have just about reached a narrow hallway leading to the POWER GENERATOR MELTING PIT. OBI-WAN reignites his lightsaber and runs after them. QUI-GON and MAUL fight at the entrance to the hallway. The hallway contains several pink energy fields that turn on and off at regular intervals. QUI-GON forces MAUL into the hallway. INT. THEED - POWER GENERATOR - HALLWAY MAUL parries and spins away from QUI-GON as the two combatants continue to move down the hall. QUI-GON presses the attack, trying a leg sweep that MAUL leaps over. OBI-WAN can be seen approaching in the distance as QUI-GON continues to attack. MAUL backs away again and an energy field closes off between the two enemies. QUI-GON turns off his lightsaber as several other energy fields close behind him. OBI-WAN continues to approach but is forced to stop short as an energy field closes directly in front of him. MAUL glares at QUI-GON as the energy field crackles. He glances up to see how high the field goes. QUI-GON stares back. MAUL tests the field with his lightsaber but the energy is simply absorbed, so MAUL shuts his lightsaber down and stares at QUI-GON. QUI-GON goes to his knees. OBI-WAN turns off his lightsaber as he watches QUI-GON and MAUL in the distance. MAUL paces back and forth, watching QUI-GON. QUI-GON watches MAUL pace, then closes his eyes to meditate. EXT. NABOO GRASS PLAINS DAY A large laser bolt strikes the main GUNGAN SHIELD GENERATOR, causing it to explode in flames. The shield begins to lift and the generator animal bellows. GENERAL CEEL whistles and the GUNGANS begin to retreat as laser blasts fly around them. The FEDERATION TANKS start their advance, firing as they go. JAR JAR flees. JAR JAR: (muffled) Retreat! Retreat! JAR JAR dives under a wagon of energy balls. JAR JAR: Dis is nutsen. The GUNGAN driver atop the wagon yells and whips his animal, causing it to move forward. The wagon drives ahead, revealing JAR JAR lying in the grass. JAR JAR: (quietly) Uh-oh...oh! JAR JAR leaps and just barely grabs on to the back of the wagon. He struggles to climb up the back. JAR JAR: (looking into wagon) Uh-oh. Big boomers. The back of the wagon opens, throwing JAR JAR off the wagon. JAR JAR: Oh! JAR JAR lands on the ground. He moves an ear away from his head and gasps when he sees what is happening. The large energy balls have gotten free of the wagon and are rolling down the hill towards him. JAR JAR leaps to his feet. JAR JAR: Uh-oh! (avoiding a ball) Aaah! JAR JAR makes various noises as he runs down the hill, chased by the energy balls. As he runs down the hill, he can see many GUNGAN WARRIORS fleeing the FEDERATION TANKS. The energy balls reach the bottom of the hill and one hits a tank, causing it to wreck. JAR JAR heads towards the bottom of the hill, still being chased by the energy balls. JAR JAR: Hey! Hey! (to approaching GUNGAN) Gimme a lift! Aahh! The GUNGAN grabs his hand and swings him up to the KAADU. JAR JAR: Oh! The two GUNGANS ride away from the TANKS, but a shot from a tank hits the ground nearby and they fly off the KAADU. JAR JAR: Aaahhh! JAR JAR flies through the air and lands on a FEDERATION TANK TURRET. JAR JAR: Oof...(holding on) Ohhhhh. CAPT. TARPULS: (riding a KAADU next to TANK) Jar Jar! Use-n da booma! JAR JAR: What? Mesa no have-a booma! CAPT. TARPULS: Here. Taken dis one. TARPULS throws a small energy ball to JAR JAR, who juggles it. JAR JAR: (attempting to control ball) Whoo, whoo, whoo, whoo, whoo, ahh! The energy ball gets away from JAR JAR and slams into a BATTLE DROID that has come up out of the TANK. JAR JAR struggles to hang on to the turret. JAR JAR: Ahh! Ahh! Ahh! The TANK pitches to the left and drags one side into the ground, turning it around. JAR JAR: Whoo-ooh! (as he is nearly swung from the turret) Oh! Oh! Oh! (regaining hold on turret) Aahhh! JAR JAR blubbers as the TANK heads in the wrong direction, causing other TANKS and DROIDS to clear out of the way. The TANK runs over a DROID that doesn't get out of the way fast enough. TARPULS approaches again on his KAADU. TARPULS: Jar Jar! Jump, Jar Jar...(as Jar Jar whimpers) Jump! TARPULS has a hold of JAR JAR's leg, but JAR JAR loses his grip and they both tumble to the ground. JAR JAR: Oh ooh! They roll to a stop and JAR JAR shakes his head and blubbers as BATTLE DROIDS approach. INT. THEED - PALACE - HALLWAY TO THRONE ROOM PADME, PANAKA, and the NABOO TROOPS race down the hall. Suddenly, DESTROYER DROIDS roll up and unfold, brandishing their weapons. The TROOPS stop and ready their weapons. PADME: Put down your weapons. They win this round. Another DESTROYER rolls up and unfolds while BATTLE DROIDS join the party. The TROOPS put down their weapons. EXT. NABOO STARFIGHTER - COCKPIT – SPACE ANAKIN is being chased by several enemy fighters. One closes and blasts away at ANAKIN. ARTOO shrieks as the laser bolts fly by and one glances off the starfighter. ANAKIN: We're hit, R2! (spinning out of control) Aah! The view out of ANAKIN'S spinning cockpit shows the FEDERATION BATTLESHIP looming larger. R2 whistles. ANAKIN's still spinning fighter enters the hanger door of the BATTLESHIP. ANAKIN: (regaining control) Aaaahhh! ANAKIN's ship dodges a parked transport ship and heads for an opening. He flies out of the opening and between rows of transport ships. Two BATTLE DROIDS look up from their desks in a control tower in time to see ANAKIN streak by. R2 beeps. ANAKIN: I'm trying to stop! (as ship makes contact with floor) I'm trying to stop! ANAKIN'S fighter heads for a wall, but slows and turns, eventually skidding to a stop. R2 beeps. ANAKIN: Everything's overheated. R2: (beeps as BATTLE DROIDS approach) ANAKIN: Oops. This is not good. ANAKIN flips a set of switches but nothing happens. He pushes a button twice but still nothing. INT. THEED - POWER GENERATOR – HALLWAY / MELTING PIT MAUL continues to pace, watching QUI-GON. QUI-GON is still meditating, with OBI-WAN watching in the distance. OBI-WAN ignites his lightsaber. The energy field turns off and QUI-GON opens his eyes. He leaps up as he ignites his lightsaber, attacking MAUL once more. MAUL is driven back. OBI-WAN watches them duel as the energy fields turn off. Once the last one is off, he runs forward to help QUI-GON. QUI-GON presses his attack against MAUL in the MELTING PIT ROOM. OBI- WAN stops suddenly as an energy field comes on again, keeping him out of the room. He can only watch. Now MAUL drives QUI-GON back. QUI-GON stops his advance, and OBI-WAN continues to watch. QUI-GON disengages briefly, and then is on the defensive again. MAUL blocks an attack aimed at his side. OBI-WAN continues to watch. QUI-GON disengages once more as MAUL spins his lightsaber. QUI-GON looks concerned, and MAUL backs up slightly. They attack each other again, with MAUL pushing QUI-GON back. OBI-WAN is still watching. MAUL blocks an attack and strikes QUI-GON in the face with the hilt of his lightsaber, knocking QUI-GON back. MAUL then drives his lightsaber into QUI-GON's stomach. OBI-WAN: Noooooo! MAUL removes the lightsaber and QUI-GON drops to his knees. He sways for a moment and then falls to the floor as MAUL spins back to OBI-WAN. OBI-WAN looks at QUI-GON, who is crumpled on the floor. OBI-WAN looks from QUI-GON to MAUL, who stares back as he paces. EXT. NABOO GRASS PLAINS - DAY The BATTLE DROIDS are rounding up the GUNGAN TROOPS. JAR JAR and TARPULS are surrounded as they get to their feet. TARPULS: No giben up, General Jar Jar. Mesa tink of something. BATTLE DROID: Hands up. JAR JAR: (putting hands up) My give up. My give up. TARPULS: (puts hand on head, groans) INT. THED - THRONE ROOM - DAY PADME, CAPTAIN PANAKA, and the NABOO TROOPS are marched into the THRONE ROOM from the hallway. They are brought by BATTLE DROIDS up to NUTE and RUNE. PADME and PANAKA glare at them. 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. DECOY: (offscreen) Viceroy! (approaching with more TROOPS) Your occupation here has ended. The DECOY fires, striking one of the BATTLE DROIDS. Another fires back but is hit and destroyed. NUTE: (to the other DROIDS) After her! This one's a decoy! The BATTLE DROIDS chase after the now fleeing DECOY and NABOO TROOPS. Several are hit by laser bolts as they head for the hallway. PADME sits on the throne and hits a button, opening a panel in the arm of the throne. She grabs two laser pistols. PADME: Captain! She tosses one of the pistols to CAPTAIN PANAKA, who grabs it and shoots one of the remaining BATTLE DROIDS standing next to NUTE. PADME shoots down two more DROIDS. NUTE and RUNE are concerned as laser bolts fly around them. PANAKA shoots another DROID. NUTE an RUNE look on as the NABOO TROOPS rush about the room. PANAKA: Jam the doors! PADME comes up to NUTE and RUNE as two TROOPS go over to the control panel and shut the THRONE ROOM doors. PADME: Now, Viceroy, we will discuss a new treaty. INT. THEED - POWER GENERATOR - MELTING PIT OBI-WAN waits for the energy field to turn off. DARTH MAUL continues to pace. OBI-WAN and MAUL turn on their lightsabers, the energy field turns off, and OBI-WAN charges MAUL and they exchange blows. OBI-WAN ducks an attack and blocks another over his shoulder. They attack and parry back and forth, and eventually separate. MAUL spins his lightsaber menacingly, and attacks again. OBI-WAN leaps over a swipe at his feet. He begins to move MAUL back under the force of his attack. The combatants move in close to each other, and with a swift stroke, OBI-WAN cuts MAUL's lightsaber into two pieces. He follows up with a kick to MAUL's chest, and does a flying leap over MAUL. MAUL does a flip to get to his feet, still armed with one half of his lightsaber, and retreats with OBI-WAN pressing his advantage. The enemies attack each other again. They trade attacks and then MAUL kicks OBI-WAN in the face, sending OBI-WAN into a summersault. OBI-WAN adjusts his grip on his lightsaber. OBI-WAN swings at MAUL as MAUL executes a spinning jump past OBI-WAN. They size each other up. MAUL charges forward, spinning in a circle as he attacks. OBI-WAN attacks as well as MAUL ducks and OBI-WAN's lightsaber clashes off MAUL's. They each attack again, OBI-WAN misses high, and then their lightsabers come together and OBI-WAN tries to push forward as MAUL holds his ground. MAUL gives a push and their lightsabers separate, giving MAUL the chance to force push OBI-WAN. OBI-WAN falls backward, his lightsaber lands on the floor, and he falls into the pit, grabbing a light on the inner wall of the pit at the last moment. MAUL walks forward and looks down into the pit. He kicks OBI-WAN's lightsaber and it tumbles past him. OBI-WAN looks down to see his lightsaber head for the unseen bottom. INT. NABOO STARFIGHTER - COCKPIT - FEDERATION HANGER ANAKIN sees red lights appear on the fighter's instrument panel. R2 beeps. The lights turn green. ANAKIN: Yes! We have power. Shields up. The ship levitates and its shields come on. BATTLE DROIDS begin to fire at the ship, but the shots bounce harmlessly off the shield. ANAKIN: Take this! ANAKIN pushes a button. He looks up and the shots from his fighter begin to pick off the BATTLE DROIDS. ANAKIN: (Cont'd) ...and this! He pulls the controls towards him, and two torpedoes launch. ANAKIN: (in the shaking cockpit) Whoa! The two torpedoes streak past the BATTLE DROIDS and impact on the main reactor. The reactor support is blown away and the reactor crashes down in a large explosion. ANAKIN: Oops! INT. FEDERATION BATTLESHIP - BRIDGE TEY HOW turns to CAPTAIN DOFINE. TEY HOW: We're losing power. There seem to be a problem with the main reactor. DOFINE: Impossible...Nothing can get through our shield. INT. NABOO FIGHTER - COCKPIT – FEDERATION HANGER ANAKIN pulls a lever and grabs the controls. ANAKIN: Let's get outta here. The fighter's engines fire, knocking over a BATTLE DROID standing too close. R2 beeps as the fighter moves forward, with the wing of the ship slicing a DROID in half. Explosions tear through the hanger as BATTLE DROIDS attempt to run away, but are caught in the flames. EXT. THEED - SPACE – FEDERATION BATTLESHIP Explosions begin to appear on the surface of the BATTLESHIP. BRAVO TWO: What's that? It's blowing up from the inside. More explosions appear, coming from inside the BATTLESHIP. RIC OLIE: We didn't hit it. INT. NABOO FIGHTER - COCKPIT – FEDERATION HANGER ANAKIN's fighter races past FEDERATION TRANSPORTS and large explosions. ANAKIN: Now this is Podracing! R2: (whistles) EXT. THEED - SPACE – FEDERATION BATTLESHIP BRAVO THREE: Look, one of ours, out of the main hold! ANAKIN: Whooo! ANAKIN's fighter exits the hanger, surrounded by explosions. The NABOO FIGHTERS race away as more explosions rock the FEDERATION BATTLESHIP. ANAKIN: Whoo! BRAVO THREE: Yeah! BRAVO TWO: Hee hee! INT. FEDERATION BATTLESHIP - BRIDGE DOFINE shields his eyes as sparks fly on the bridge. Suddenly the entire bridge explodes. EXT. THEED - SPACE – FEDERATION BATTLESHIP The central structure of the BATTLESHIP explodes, and a large part of the surrounding ring is blown away from the remaining piece of the ship. EXT. NABOO GRASS PLAINS - DAY The GUNGAN TROOPS are held captive by the BATTLE DROIDS. Suddenly, all of the DROIDS fall into slumped over positions. JAR JAR: Wasn they doing? CAPTAIN TARPULS: The control ship has been destroyed. Look! TARPULS gives the nearest BATTLE DROID a shove and it falls to the ground. The head of a DROID near JAR JAR falls off. JAR JAR: They all broke-ed. He pushes the DROID and it falls over. The GUNGANS all begin to hoot and holler in celebration. INT. THEED - POWER GENERATOR - MELTING PIT DARTH MAUL swings his lightsaber along the edge of the pit, causing a shower of sparks. A few of the sparks land on OBI-WAN, who still clings to the light fixture. He looks up at MAUL and MAUL looks back. OBI-WAN turns his attention to where QUI-GON lies on the floor, and senses his lightsaber by his side. OBI-WAN concentrates, and brings his gaze back to MAUL. MAUL suddenly looks concerned, and OBI-WAN turns his focus to QUI-GON's lightsaber, which begins to rattle and move. With a burst of strength, OBI-WAN flies up out of the pit. QUI-GON's lightsaber flies through the air, ignites, and lands in OBI-WAN's outstretched hand. OBI-WAN flips over the surprised DARTH MAUL and swings with all his might. A fine mist of blood escapes MAUL as he groans with surprise. He begins to fall backwards as OBI-WAN watches him. MAUL falls into the pit and his lightsaber turns off. As he falls down the pit, his body separates into two halves. OBI-WAN stands at the edge of the pit, watching MAUL disappear. He turns off his lightsaber and rushes to QUI-GON's side. He lifts QUI- GON's head off the floor. QUI-GON: It's...it's too late. It's... OBI-WAN: No! QUI-GON: Obi-Wan...promise...promise me you will train the boy. OBI-WAN: Yes, Master. QUI-GON: (reaching for OBI-WAN's face) He...is the chosen one...he...will bring balance...train him. OBI-WAN nods, and QUI-GON dies. OBI-WAN holds QUI-GON's head to his own. OBI-WAN cradles his Master as they lay on the floor. EXT. NABOO - COURTYARD - DAY The large, grand cruiser of the Supreme Chancellor comes down and lands in the courtyard. A ramp opens up from the bottom of the ship. AMIDALA, PANAKA, ANAKIN, and OBI-WAN stand in front of NUTE GUNRAY and RUNE HAAKO. AMIDALA: Now, Viceroy...you're going to have to go back to the Senate and explain all this. CAPT. PANAKA: (stepping forward) I think you can kiss your Trade franchise goodbye. PANAKA walks off. NUTE and RUNE follow, with OBI-WAN, ANAKIN, and a few NABOO TROOPS bring up the rear. Coming from the opposite direction are GRAND CHANCELLOR PALPATINE and several REPUBLIC GUARDS. YODA and several other JEDI MASTERS are walking down the ship's ramp. OBI-WAN and ANAKIN bow to PALPATINE. PALPATINE: (to OBI-WAN) We are indebted to you for your bravery, Obi- Wan Kenobi. (turning to ANAKIN) And you, young skywalker. We will watch your career with great interest. PALPATINE leaves ANAKIN behind and approaches AMIDALA. He smiles at seeing her and bows his head. AMIDALA: Congratulations on your election, Chancellor. PALPATINE: Your boldness has saved our people, Your Majesty. It's you who should be congratulated. Together, we shall bring peace and prosperity to the Republic. EXT. – NABOO PALACE – LATE DAY Establishing shot of the PALACE. INT. TURRET ROOM - NABOO PALACE - LATE DAY YODA paces before OBI-WAN, who is kneeling in the center of the room. YODA: Confer on you, the level of Jedi Knight the Council does. But agree with your taking this boy as your Padawan learner, I do not. OBI-WAN: Qui-Gon believed in him. YODA: (sighing) The Chosen One the boy may be; nevertheless, grave danger I fear in his training. OBI-WAN: Master Yoda, I gave Qui-Gon my word. I will train Anakin. YODA grunts in disgust and turns away. OBI-WAN: (Cont'd) Without the approval of the Council if I must. YODA: Qui-Gon's defiance I sense in you. Need that, you do not. (breathes in) Agree with you the council does. (turning to face OBI- WAN) Your apprentice, Skywalker will be. OBI-WAN bows and YODA groans. EXT. THEED - FUNERAL TEMPLE - DUSK Establishing shot of the FUNERAL TEMPLE. INT. THEED - FUNERAL TEMPLE QUI-GON's body goes up in flames as the JEDI COUNCIL, the QUEEN, SIO BIBBLE, CAPTAIN PANAKA, the HANDMAIDENS, NABOO TROOPES, OTHER JEDI, PALPATINE, OBI-WAN (standing with ANAKIN), JAR JAR, BOSS NASS, and R2 watch. His body burns as BOSS NASS, ANAKIN, OBI-WAN, AMIDALA, and PALPATINE look on. QUI-GON's form is barely recognizable through the flames. R2 whimpers and JAR JAR bows his head. OBI-WAN turns to ANAKIN. ANAKIN: What will happen to me now? OBI-WAN: The council have granted me permission to train you. You will be a Jedi, I promise. ANAKIN and OBI-WAN turn back to watch QUI-GON. The flames continue to rise from his body. To one side, MACE WINDU turns to YODA. MACE WINDU: There's no doubt the mysterious warrior was a Sith. YODA: Mmm. Always two there are...no more...no less. A master...and an apprentice. MACE WINDU: But which was destroyed...the master or the apprentice? The camera pans from BOSS NASS, to ANAKIN, OBI-WAN, PADME, and finally, to PALPATINE. EXT. THEED - CENTRAL PLAZA - DAY A loud horn blows among the cheers of an assembled crowd. The GUNGAN blowing the horn walks alongside a fellow GUNGAN. Several more GUNGANS blow their horns, and other GUNGANS beat on drums. The full scope of the GUNGAN DRUM CORPS is revealed. Fighters stream overhead and flower petals float in the air as the GUNGAN PARADE walks down a street lined with NABOO CROWDS. JAR JAR rides on a large animal next to CAPTAIN TARPULS. They wave and JAR JAR says something to the crowd. BOSS NASS, also riding a large animal, waves to the crowd as well. The GUNGAN PROCESSION approaches the PLAZA STAIR LANDING. Waiting for them there are R2, ANAKIN, OBI- WAN, SIO BIBBLE (holding an electrostatic ball), AMIDALA, and PALPATINE. OBI-WAN looks down at ANAKIN, who looks up at him, then looks back to the GUNGANS. The GUNGANS approach the PLAZA STAIRS. Children cheer and throw flower petals. JAR JAR attempts to dismount but gets his foot caught. BOSS NASS jumps down from his mount. MACE WINDU and several other JEDI observe along with YODA. BOSS NASS, TARPULS, and JAR JAR head up the stairs, waving as they go. AMIDALA steps forward to greet them. She turns back to take the electrostatic ball from SIO BIBBLE, and presents it to BOSS NASS. He raises it over his head. BOSS NASS: Peace! JAR JAR: Yahoo! The crowd in the PLAZA erupts in cheers. AMIDALA looks at ANAKIN. He looks at her and smiles, she smiles back. R2 beeps. OBI-WAN looks out at the crowd. BOSS NASS continues to hold the ball over his head. IRIS OUT End titles y covered in fog. INTERIOR: SENATE CHAMBER - DAY CHANCELLOR PALPATINE STANDS in the central senate seat along with MAS AMEDDA and an assistant. PALPATINE: Must I remind the Senator from Malastare that negotiations are continuing with the separatists? Peace is our objective here... not war. AMIDALA: (offscreen) My noble colleagues, (as her platform moves out) 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. Shot of a few senators as the crowd murmurs. AMIDALA: (offscreen) I was the target, but more importantly, this security measure before you was the target. I have led the opposition to building this army... and someone will stop at nothing to assure its passage. Many of the SENATORS yell at SENATOR AMIDALA. Close to camera, several senators gesture angrily. PADMÉ: Wake up, Senators... you must wake up! If you offer the separatists violence, they can only show violence in return! Many will lose their lives. All will lose their freedom. I pray you do not let fear push you into disaster. 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 groaning but also sporadic clapping. The camera pans out from overhead three senators to show much of the senate chamber. MAS AMEDDA: Order! (gesturing) Order! AMIDALA looks from the side to PALPATINE, then looks down. She raises her head back up. 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 is adjourned. EXTERIOR: EXECUTIVE QUARTERS BUILDING - DAY Establishing shot of a low domed building. INTERIOR: CHANCELLOR'S OFFICE - DAY CHANCELLOR PALPATINE sits behind his desk, addressing YODA, PLO KOON, KI-ADI-MUNDI, and MACE WINDU, who sit across from him. Behind them stands KIT FISTO, LUMINARA UNDULI, and farther back, her Padawan, BARRISS OFFEE. 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: I will not let this Republic that has stood for a thousand years be split in two. My negotiations will not fail! MACE WINDU: If they do, you must realize there aren't enough Jedi to protect the Republic. We're keepers of the peace, not soldiers. YODA is listening to MACE WINDU. PALPATINE: Master Yoda, (as YODA turns to face him) do you think it will really come to war? YODA closes his eyes. YODA: Hmm, The Dark Side clouds everything. Impossible to see, the future is. A hologram of an AIDE, DAR WAC, appears on the Chancellor's desk. DAR WAC: (in Huttese) The loyalist committee has arrived, Your Honor. PALPATINE: Good. DAR WAC: (Huttese) PALPATINE: Send them in. The hologram fades as PALPATINE stands. PALPATINE: (as YODA walks off to greet AMIDALA) We will discuss this matter later. MACE WINDU is lost in thought. In the distance beyond MACE, YODA is approaching AMIDALA. YODA: Senator Amidala, your tragedy on the landing platform, terrible. Seeing you alive brings warm feelings to my heart. PADMÉ: Do you have any idea who was behind this attack? MACE WINDU: Our intelligence points to disgruntled spice miners on the moons of Naboo. PADMÉ: I think that Count Dooku was behind it. KI-ADI-MUNDI: He is a political idealist, not a murderer. MACE WINDU: You know, M'lady, Count Dooku was once a Jedi. He couldn't assassinate anyone. It's not in his character. YODA: Hmm. But, for certain Senator, in grave danger you are. PALPATINE: Master Jedi, may I suggest the Senator be placed under the protection of your graces. BAIL ORGANA: Do you really think that's a wise decision under these stressful times? PADMÉ: Chancellor, if I may comment, I do not believe... PALPATINE: ...the situation is that serious? No, but I do, Senator. I realize all too well that additional security might be disruptive for you, but...perhaps someone you're familiar with...an old friend, like Master Kenobi. AMIDALA considers this. MACE WINDU: (offscreen) That's possible. He's just returned from a border dispute on Ansion. PALPATINE: Do it for me, M'lady, please. The thought of losing you...is unbearable. MACE WINDU: (stepping over to PADME) I will have Obi-Wan report to you immediately, M'lady. MACE WINDU bows his head, and PADME nods in return. PADME: (as PALPATINE walks back towards his chair) Thank you, Master Windu. EXTERIOR: APARTMENT BUILDING - TWILIGHT A graceful skyscraper twinkles in the light of Coruscant. A speeder flies past camera as an elevator tube, carrying OBI-WAN KENOBI and ANAKIN SKYWALKER, ascends rapidly. INTERIOR: APARTMENT BUILDING ELEVATOR - TWILIGHT ANAKIN nervously rearranges his robes. OBI-WAN: You seem a little on edge. ANAKIN: Not at all. OBI-WAN: I haven't felt you this tense since, since we fell into that nest of gundarks. ANAKIN: (scoffs) You fell into that nightmare, Master, and I rescued you, remember? OBI-WAN: Oh...yes. OBI-WAN chuckles. ANAKIN laughs as well. OBI-WAN looks at ANAKIN. OBI-WAN: You're sweating. Relax. Take a deep breath. ANAKIN: I haven't seen her in ten years, Master. ANAKIN looks forward again. OBI-WAN also looks forward, shaking his head slightly. INTERIOR: APARTMENT BUILDING - TWILIGHT JAR JAR walks from the main room, past camera, to the elevator lobby. The elevator door opens, revealing OBI-WAN and ANAKIN. JAR JAR: Obi? (excited) Obi! (shaking his hand) Mesa so smilen to seein yousa! OBI-WAN: Good to see you again, Jar Jar. JAR JAR: (to PADME and TYPHO, who stand on a balcony) Senator Padme! PADME and TYPHO turn to look. JAR JAR: (entering room with the jedi) Mesa palos here. Lookie, lookie, Senator. Desa Jedi arriven. PADMÉ and TYPHO enter the room from the balcony as a transparent window closes. OBI-WAN bows. OBI-WAN: It's a great pleasure to see you again, my lady. They shake hands. PADMÉ: It has been far too long Master Kenobi. PADME moves her gaze past OBI-WAN. PADMÉ: Ani? My goodness, you've grown. ANAKIN: (moving forward) So have you...grown more beautiful, I mean...well, f-for a Senator, I mean. PADMÉ smiles nervously and shakes her head. PADMÉ: Ani, you'll always be that little boy I knew on Tatooine. PADME turns to follow DORME. OBI-WAN: Our presence here will be invisible, M'lady, I can assure you. CAPTAIN TYPHO: I'm Captain Typho of Her Majesty's security service. Queen Jamillia has been informed of your assignment. I am grateful you're here, Master Kenobi. The situation is more dangerous than the Senator will admit. PADMÉ: I don't need more security, I need answers. I wanna know who's trying to kill me. OBI-WAN: We're here to protect you Senator, not to start an investigation. ANAKIN: We will find out who's trying to kill you Padmé, I promise you. OBI-WAN looks sternly at ANAKIN. OBI-WAN: We will not exceed our mandate, my young Padawan learner. ANAKIN: I meant that in the interest of protecting her, Master, of course. OBI-WAN: We will not go through this exercise again, Anakin. And you will pay attention to my lead. ANAKIN: Why? OBI-WAN: (turning to face him) What? JAR JAR swallows. 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 exactly as the Council has instructed. CAPTAIN TYPHO appears uncomfortable. OBI-WAN: (continuing) And you will learn your place, young one. ANAKIN looks down, defeated. OBI-WAN looks back to PADME. PADMÉ: Perhaps with merely your presence, the mystery surrounding this threat will be revealed. Now, if you'll excuse me, (they all stand) I will retire. DORMÉ leads PADME off. TYPHO: I know I'll feel better having you here. I'll have an officer stationed on every floor and I'll be in the control center downstairs. TYPHO and OBI-WAN walk off, but JAR JAR stops to talk to ANAKIN. JAR JAR: Mesa busten wit happiness seein yousa again, Ani. ANAKIN: (as PADME leaves the room) She hardly even recognized me, Jar Jar. (turing back to JAR JAR) I've thought about her every day since we parted and...she's forgotten me completely. JAR JAR: Shesa happy. Happier den mesa seein her in longo time. OBI-WAN: (approaching) You're focusing on the negative, Anakin. Be mindful of your thoughts. (pausing for thought) She was pleased to see us. Now let's check the security. OBI-WAN walks off and ANAKIN follows. EXTERIOR: SKYSCRAPER LEDGE - NIGHT ZAM WESELL, a CHANGELING, steps from her hovering speeder onto the ledge of a skyscraper, and approaches an armor-clad bounty hunter, JANGO FETT. ZAM WESELL: I hit the ship, but they used a decoy. JANGO FETT: We'll have to try something more subtle this time, Zam. My client is getting impatient. Take these. ZAM takes from FETT a transparent tube about a foot long, containing centipede-like KOUHUNS. JANGO FETT: Be careful. They're very poisonous. ZAM turns to leave. JANGO FETT: And Zam, there can be no mistakes this time. ZAM pulls a veil over her face and walks toward her speeder. INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN R0OM - NIGHT ANAKIN is standing in the living room as OBI-WAN enters. OBI-WAN: Captain Typho has more than enough men downstairs. No assassin would try that way. (throws robe on couch) Any activity up here? ANAKIN: Quiet as a tomb. (as OBI-WAN approaches) I don't like just waiting here for something to happen to her. OBI-WAN checks a palm-sized view scanner. OBI-WAN: What's going on? ANAKIN: Ah, she covered the cameras. I don't think she liked me watching her. OBI-WAN: What is she thinking? ANAKIN: She programmed Artoo to warn us if there is an intruder. INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT PADMÉ is asleep in her bed. ARTOO stands in the corner of the bedroom, power off. OBI-WAN: (V.O. from other room) There are many other ways to kill a Senator. ANAKIN: (V.O. as we see close up of PADME sleeping) I know, but...we also want to catch this assassin, don't we, Master? INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT OBI-WAN looks at ANAKIN with surprise. OBI-WAN: You're using her as bait. ANAKIN: It was her idea...don't worry, no harm will come to her. I can sense everything going on in that room...Trust me. OBI-WAN: (turning) It's too risky...besides, your senses aren't that attuned, my young apprentice. ANAKIN: And yours are? OBI-WAN considers this, then turns back to ANAKIN. OBI-WAN: Possibly. EXTERIOR: SKYSCRAPER LEDGE - NIGHT ZAM stands on the skyscraper ledge with a PROBE DROID. She loads the cylinder carrying the deadly KOUHUNS into the DROID. The DROID moves away and heads out into the Coruscant night. INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT ANAKIN stands on a balcony. He turns from looking out at the city back to OBI-WAN. OBI-WAN: You look tired. ANAKIN: I don't sleep well anymore. OBI-WAN: Because of your mother? ANAKIN considers, then nods. He shakes his head slightly. ANAKIN: I don't know why I keep dreaming about her. OBI-WAN: (stepping forward) Dreams pass in time. ANAKIN: I'd much rather dream about Padmé. (as they begin to walk in from the balcony) Just being around her again is... intoxicating. OBI-WAN: Be mindful of 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 and they're not to be trusted. INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT Over a view of PADME, the conversation continues. ANAKIN: (V.O.) She's not like the others in the Senate, Master. OBI-WAN: (V.O.) It is my experience that Senators focus only on pleasing those who fund their campaigns...(as PROBE DROID approaches the window) and they're in no means scared of forgetting the niceties of democracy in order to get those funds. ANAKIN: (V.O., over shot of R2) Not another lecture. (as PROBE DROID starts to make an opening in the window) At least not on the economics of politics. The camera zooms in on the PROBE DROID. It creates a small circular opening in the window. R2 is still shut down. The DROID extends the tube into the room, the two KOUHUNS wriggle out, and drop onto the floor. They begin to move into the room. PADME is still asleep. The KOUHUNS keep crawling forward. One reaches the bed and climbs up on the wooden base of the bed as a red light appears on R2. R2 beeps as the KOUHUN starts up onto the mattress. As R2 beeps some more, one KOUHUN backs down to the wooden base while the other disappears under the bed. R2 turns on a light and looks around. The light pans past PADME, who is still sleeping. R2 beeps and looks around some more. The light pans past furniture in the room. R2 beeps while shutting down the light, and after rotating his head and beeping a bit more, shuts back down. The first KOUHUN heads up onto the mattress while the second climbs to the wooden base and then moves off camera. INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT ANAKIN and OBI-WAN continue their conversation. ANAKIN: ...and besides, you're generalizing. The Chancellor doesn't appear to be corrupt. OBI-WAN: Palpatine is a politician. INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT As the first KOUHUN crawls up on PADME, the conversation continues. OBI-WAN: (V.O.) I have observed that he is very clever in following the passions and prejudices of the Senators. The second KOUHUN is now close to PADME's head. INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN ROOM – NIGHT ANAKIN: I think he's a good man. My... ANAKIN stops and looks towards PADME's bedroom. OBI-WAN: I sense it, too. They run off. INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT The KOUHUNS are inches from PADME's face and crawling closer. ANAKIN bursts into the room, ingnites his lightsaber, and whirls it. He jumps on the bed, and with two swift strokes, dispatches both the KOUHUNS. Their bodies fly into a wall and land on the floor. PADME awakes with a surprised gasp. OBI-WAN looks to the window, and sees the PROBE DROID disengage from the window. OBI-WAN races off as ANAKIN shuts down his lightsaber. OBI-WAN leaps, crashing through the window. EXTERIOR: WINDOW LEDGE, APARTMENT BUILDING - NIGHT OBI-WAN flies through the glass window and grabs onto the PROBE DROID. The DROID sinks under the weight of OBI-WAN but manages to stabilize itself and heads off into the city. INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT - NIGHT ANAKIN: (to PADME) Stay here! ANAKIN runs out. DORME, CAPTAIN TYPHO, and TWO GUARDS run in. DORME sits on the bed. DORMÉ: You all right, milady? EXTERIOR: CITYSCAPE, CORUSCANT - NIGHT OBI-WAN dangles from the PROBE DROID as buildings as ships are seen below. He looks up at the droid and then back out to the city. The PROBE DROID glances off a building... OBI-WAN: Ahhh! ...leaving OBI-WAN hanging from only one hand. He manages to grab back on with the other hand. The wind whips around him as he looks up at the DROID again, then back out to the city again. EXTERIOR: SENATE APARTMENTS - GARAGE - NIGHT ANAKIN runs to a line of parked speeders. He vaults into an open one, lifts the control bar, and brings it back down. When he brings it down again (in a long shot), the lights of the speeder turn on. ANAKIN looks back and the speeder backs out swiftly. ANAKIN backs the speeder right up to camera, and then takes off out of the garage. EXTERIOR: CITYSCAPE, CORUSCANT - NIGHT ANAKIN speeds through the city, looking for OBI-WAN. OBI-WAN still hangs from the PROBE DROID as it flies past camera and into an oncoming line of speeders. OBI-WAN struggles to keep his grip as speeders pass on all sides. We see OBI-WAN's POV of the oncoming speeders. OBI-WAN looks up at a horn that honks at him. A strange alien is flying its speeder at camera. ALIEN: What the... OBI-WAN turns his head to see the speeder streak by, then turns back. In a high shot, we see OBI-WAN lift his legs to narrowly miss a very large vehicle pass the other direction. OBI-WAN grunts and looks down, then back forward. Another honking horn sounds from the speeder of an ALEENA (similar to RATTS Tyerell) and a DUG (similar to SEBULBA). They pitch to CAMERA RIGHT then CAMERA LEFT as they yelp and curse in their alien tongues. The PROBE DROID continues carrying OBI-WAN through the city. DUG: (turning back to camera) Jedi poo doo! ANAKIN looks up from his speeder and concentrates on what is ahead. The speeder flies past camera and under a line of traffic. ZAM stands on the ledge, waiting for the PROBE DROID. Suddenly, she focuses her binoculars. Through the binoculars we see OBI-WAN struggling to hang onto the PROBE DROID. ZAM moves the binoculars to the top of her head and goes to her speeder. She pulls out a very large rifle and aims out at OBI-WAN. OBI-WAN, still hanging from the DROID, looks back at her. ZAM tracks his movements. Through the rifle scope we see him moving back and forth. She continues to track and then fires. The laser bolt hits the PROBE DROID. OBI-WAN is sent falling down towards the city. ZAM puts the rifle back in the speeder, gets in, and flies away from the ledge and off into the city. OBI-WAN continues to fall. ANAKIN spots OBI-WAN and steers to the side. His speeder appears in front of camera and suddenly heads downward. ANAKIN adjusts an unseen control in the cockpit as he heads down. His speeder comes underneath a still falling OBI-WAN. ANAKIN looks up and back to both sides. OBI-WAN continues to fall. ANAKIN looks ahead and then back to OBI-WAN. OBI-WAN falls towards the speeder, and finally lands on the back part of the speeder. The camera zooms in as he climbs into the passenger seat. OBI-WAN: What took you so long? ANAKIN: Oh, you know, Master, uh...I couldn't find a speeder that I really liked... OBI-WAN: (pointing) There he is. ANAKIN: (continuing) ...with the open cockpit and the right speed capabilities. OBI-WAN: If you spent as much time practicing your saber techniques as you...(as they head sharply downward)...do your wit you would rival Master Yoda as a swordsman. ANAKIN: I thought I already did. OBI-WAN: Only in your mind, my very young apprentice. The two speeders fly past camera. ZAM avoids several oncoming speeders, spins, and dives. ANAKIN makes a similar maneuver and heads down towards the city. OBI-WAN and ANAKIN are nearly vertical in the cockpit. They narrowly avoid several vehicles. ZAM heads down in front of a row of tall buildings, with ANAKIN not far behind. We see ZAM in her cockpit heading down, then her POV as she just misses several vehicles. ANAKIN's speeder flies on down past camera. ANAKIN and OBI-WAN look very concerned. We see their POV as they approach the top of a large building. OBI-WAN: Pull up, Anakin. Pull up! ANAKIN: (laughs) We see their POV again as they come right up to the building. ANAKIN suddenly pulls back on the controls, they both make a noise, and the speeder rocks as it just misses the building and heads off into the city again. OBI-WAN looks forward, ANAKIN looks back, then forward. OBI-WAN: You know I don't like it when you do that. ANAKIN: Sorry, Master. I forgot you don't like flying. OBI-WAN: I don't mind flying...(as a honking vehicle passes) but what you're doing is suicide! They chase ZAM past camera again and head towards an industrial area. ANAKIN passes over part of a building and drops down into an area filled with towers spiting flames into the air. ZAM curves in front of a tower and behind another. ANAKIN slaloms past three towers. A tower moves past camera as ANAKIN and OBI-WAN fly on. ZAM looks ahead, and sees she is approaching (beyond a section of the building she passes over) a power coupling in the distance. She aims her blaster out the cockpit and fires. The laser bolt hits one of the power coupling towers and purple lighting begins to appear on the tower. Zam races past camera and past the power couplings, just as purple lighting jumps the gap between the power coupling towers. OBI-WAN: (surprised) Anakin! How many times have I told you...(as the lighting hits them)...Hah... Their speeder flies through the energy field. OBI-WAN: (continuing)...stay away from the power couplings! Their speeder continues on, trailing a purple energy bolt. OBI-WAN: (sarcastically) That was good... ZAM looks around in her cockpit. She pitches to camera right. Her speeder maneuvers around a larger vehicle, makes a wide turn to the left, and enters a large tunnel in a building. ANAKIN and OBI-WAN fly past camera, right past the tunnel. OBI-WAN: (looking back) Where are you going? He went that way. ANAKIN: Master, if we keep this chase going any longer, that creep is gonna end up deep-fried. Personally, I'd very much like to find out who he is and who he's working for...This is a shortcut...I think. The speeder takes a wide turn to the left past camera. Meanwhile, Zam maneuvers past several vehicles in the winding tunnel. She looks around in her cockpit. She then exits the tunnel and flies on between the buildings. Sensing she is safe, she removes her veil, grabs a control, and looks satisfied. ANAKIN swerves to avoid traffic and comes to a rest. OBI-WAN looks forward. OBI-WAN: Well, you've lost him. ANAKIN: (considers for a moment) I'm deeply sorry, Master. OBI-WAN: That was some shortcut, Anakin. He went completely the other way. Once again you've proved... ANAKIN: ...(standing) If you'll excuse me... ANAKIN jumps out of the speeder. He falls among the traffic and buildings. OBI-WAN looks over the edge of the speeder. OBI-WAN: I hate it when he does that. ANAKIN falls away from camera. He then flies down from above camera to level with camera, as the camera then follows him down. Finally he falls from over camera towards a line of ships, and lands with a grunt on ZAM's speeder. The speeder continues on with ANAKIN on the back of the vehicle. ZAM looks back to see ANAKIN barely holding on. ZAM pushes forward on the controls and ANAKIN rolls over. He slides to the front of the vehicle. ZAM points her blaster out the cockpit at him. As she fires, ANAKIN falls and barely hangs from the left fork of her speeder. He gets his feet up on the right fork, allowing him to get in position to face the right fork. With a grunt he transfers his hands from the left fork to the right. ZAM regrips her controls and looks forward. ANAKIN is still hanging from the right fork. ZAM is still looking forward. We see her POV with ANAKIN hanging in the foreground as she tilts the speeder back and forth. ANAKIN struggles up on top of the fork. ZAM accelerates and ANAKIN slides to the cockpit. ZAM turns to look, briefly changing to her CLAWDITE form, then turning back, back to her human form. ANAKIN struggles on the cockpit. ZAM looks up, then forward. ANAKIN pulls out his lightsaber and flips it in his hand. ZAM aims her blaster from the cockpit. ANAKIN ignites his lightsaber as he drives it into the cockpit. The blade is inches from ZAM as she fires up at ANAKIN. As she continues firing, ANAKIN loses his grip on the lightsaber, and it goes flying off. OBI-WAN, now piloting ANAKIN's speeder, reaches up, grabs the lightsaber, and puts it in the passenger seat. ANAKIN reaches into the cockpit. He grabs ZAM's arm and she struggles. He struggles from the top of the cockpit. The blaster is aimed at an instrument panel, and is fired. An instrument panel bursts into flames, then a second. ANAKIN is thrown to the side. ZAM is rocked back and forth in the cockpit. The speeder flies down low among the buildings. OBI-WAN watches from his speeder. ZAM is struggling with the controls as flames rise in her cockpit. ANAKIN struggles to hold on. The crowd down on the street below turns to look. The speeder flies down unsteadily. ANAKIN struggles to hold on, and the camera pans down to show ZAM in the cockpit. The speeder heads below a neon sign towards the street. ANAKIN is pitched to the side, and finally is thrown from the vehicle. He hits the street with a grunt and rolls into a stack of containers. ZAM continues to struggle in the cockpit. The speeder slides along the ground and finally crashes to a halt. EXTERIOR: ENTERTAINMENT STREET - NIGHT ANAKIN stands as several people look on. He grabs his midsection in pain. He looks up to see that ZAM is exiting the speeder as more people and aliens gather around. He starts to run, but she is already running (towards camera). ANAKIN runs past several people. ZAM also runs past several people. As she does so she looks back briefly at ANAKIN. ANAKIN continues to run past people. EXTERIOR: CITYSCAPE, CORUSCANT - NIGHT OBI-WAN is watching from the speeder. He hits a button, grabs the control bars, and heads down and to the left. EXTERIOR: ENTERTAINMENT STREET - NIGHT ZAM runs around a corner, past a few people, and past camera. OBI-WAN brings the speeder in for a landing. ANAKIN comes round the corner and brushes past two people. OBI-WAN hops out of the speeder and begins to run. In a high shot, we see a neon sign, as an elevated train roars past, and down below ZAM is running on. She runs into a nightclub and off to the right. OBI-WAN runs up to camera. OBI-WAN: (as he approaches ANAKIN, who has reached the club) Anakin! ANAKIN: She went into the club, Master. OBI-WAN: Patience. Use the Force. Think. ANAKIN: Sorry, Master. OBI-WAN: He went in there to hide, not to run. ANAKIN: Yes, Master. OBI-WAN: (offering ANAKIN's lightsaber) Next time, try not to lose it. ANAKIN: Yes, Master. OBI-WAN: This weapon is your life. ANAKIN: (taking lightsaber as OBI-WAN walks in the club) I try, Master. INTERIOR: NIGHTCLUB - NIGHT OBI-WAN: (as they walk in) Why do I get the feeling you're going to be the death of me? ANAKIN: Don't say that Master. You're the closest thing I have to a father. OBI-WAN: Then why don't you listen to me? ANAKIN: I am trying. They stop to observe the nightclub. They look from right to left. We see several viewscreens from right to left: creatures racing on foot, a game of cyber-football, and a podrace. In the football game, (as a customer passes in front of camera) the quarterback is sacked. The camera pans back to the foot race. OBI-WAN: Can you see him? ANAKIN: I think he is a she... OBI-WAN turns to look and ANAKIN looks back at him. ANAKIN: (cont'd)...and I think she's a changeling. OBI-WAN considers this information. OBI-WAN: In that case be extra careful. ANAKIN looks back out at the room. He and OBI-WAN look for a moment more. OBI-WAN: (starting to walk off) Go and find her. ANAKIN: Where are you going, Master? OBI-WAN: (looking back) For a drink. OBI-WAN heads off for the bar and ANAKIN heads into the crowd. He walks past many customers and makes a hand gesture to a woman (standing near Ahmad Best) holding a purple head thingy. She turns to watch him. The bartender leaves a drink for OBI-WAN. OBI-WAN: Thank you. OBI-WAN takes a drink of the blue liquid. A guy with antennae, ELAN SLEAZEBAGGANO, is standing next to him. ELAN SLEAZEBAGGANO: You wanna buy some death sticks? OBI-WAN: (raising his hand) You don't want to sell me death sticks. ELAN: I...don't want to sell you death sticks. OBI-WAN: (raising hand again) You want to go home and rethink your life. ELAN: I...want to go home and rethink my life. ELAN leaves, and OBI-WAN takes another drink. ZAM, watching from a distance, turns to walk off. The camera focuses on her side as she moves forward. ANAKIN continues through the nightclub. We see his POV as he moves past a group on his right, then a waitress, then several women on his left who watch him. A customer passes in front of him. Back to the camera view of ANAKIN as he looks from camera left to camera right. Close up of ZAM's waist, walking forward, as she reaches for her laser pistol. ANAKIN passes a woman putting up her hands and walks near a cheering group on his right. Close up of ZAM pulling out her pistol. ANAKIN pauses, looking to his right, then continues forward. The camera zooms in on OBI-WAN at the bar. Brief close up of ZAM's pistol moving towards camera. OBI-WAN senses the danger and reaches into his robe. He spins to confront ZAM, who is a mere step away, and slices off her hand as she gasps and falls back. A customer (Anthony Daniels) turns to look. A group of customers (including Ahmad Best) turn to look. OBI-WAN moves over to ZAM. He helps her up as she grunts. ANAKIN walks by them. ANAKIN: (to the crowd) Easy...Jedi business. Go back to your drinks. EXTERIOR: ALLEY OUTSIDE NIGHTCLUB - NIGHT OBI-WAN carries ZAM into an alley, with ANAKIN following. He lowers her to the ground and she grunts. OBI-WAN: Do you know who it was you were trying to kill? ZAM WESSEL: It was a senator from Naboo. OBI-WAN: And who hired you? ZAM WESSEL: It was just a job. ANAKIN: Who hired you? Tell us. OBI-WAN looks up at ANAKIN. ANAKIN: (angrily) Tell us now! ZAM: It was a Bounty Hunter called... There is a sudden sound and a dart strikes ZAM's neck. A noise is heard as ZAM falls back and OBI-WAN and ANAKIN look up. In the distance, JANGO FETT ignites his rocket pack and takes off. OBI-WAN looks back to ZAM. She changes into CLAWDITE form as she tries to speak. ZAM: Wee shahnit...slaymo. ZAM collapses and dies. ANAKIN looks from ZAM to OBI-WAN. OBI-WAN reaches forward, and pulls the dart from ZAM's neck. He studies the dart. OBI-WAN: Toxic dart. ANAKIN checks ZAM as OBI-WAN looks off to where JANGO FETT was seen. EXTERIOR: JEDI TEMPLE - DAY The tall spires of the Jedi Temple stand out against the blue sky. INTERIOR: JEDI TEMPLE, COUNCIL CHAMBER - DAY OBI-WAN and ANAKIN stand in the center of the Council Chamber. The members of the Jedi Council are seated in a circle surrounding the two Jedi. YODA: Track down this bounty hunter, you must, Obi-Wan. MACE WINDU: Most importantly, find out who he's working for. OBI-WAN: What about Senator Amidala? She will still need protecting. YODA: Handle that, your Padawan will. OBI-WAN looks at ANAKIN, then back to YODA. MACE WINDU: Anakin...escort the Senator back to her home planet of Naboo. She'll be safer there. And don't use registered transport. Travel as refugees. ANAKIN: As the leader of the opposition, it will be very difficult to get Senator Amidala to leave the Capital. MACE contemplates this. YODA: (offscreen) Until caught this killer is, our judgement she must respect. Hmmm. MACE WINDU: Anakin, go to the Senate and ask Chancellor Palpatine to speak with her about this matter. The two Jedi bow and exit the Council Chamber. EXTERIOR: JEDI TEMPLE - LATE DAY Exterior shot of the jedi temple. INTERIOR: JEDI TEMPLE, ANALYSIS CUBICLES - LATE DAY OBI-WAN sits in front of a console with an ANALYSIS DROID on the other side of the glass. A second ANALYSIS DROID comes into view. ANALYSIS DROID: Place the subject for analysis on the sensor tray, please. OBI-WAN looks at the dart and puts the dart onto the tray, which retracts into the console. OBI-WAN: (offscreen) It's a toxic dart. I need to know where it came from and who made it. The ANALYSIS DROID looks at the dart, and then at OBI-WAN. ANALYSIS DROID: One moment, please. The first ANALYSIS DROID calls over the second ANALYSIS DROID. OBI-WAN watches as the second ANALYSIS DROID takes the dart, examines it for a moment, and then moves off with it. The ANALYSIS DROID drops the dart into a machine, which lights up and rotates. The camera pans down to a viewscreen. ANALYSIS DROID: Markings cannot be identified. (as OBI-WAN leans forward) As you can see on your screen, subject weapon does not exist in any known culture. Probably self-made by a warrior not associated with any known society. Stand away from the sensor tray please. The tray extends back out and OBI-WAN reaches for the dart. OBI-WAN: Thank you for your assistance. OBI-WAN looks at the dart. We see a view over his shoulder of the dart. INTERIOR: SENATE BUILDING, PALPATINE'S OFFICE - DAY ANAKIN and PALPATINE stand at the window of PALPATINE'S office. PALPATINE: I will talk with her. Senator Amidala will not refuse an executive order. I know her well enough to assure you of that. ANAKIN: Thank you, your Excellency. PALPATINE: And so, they've finally given you an assignment. (ANAKIN nods) Your patience has paid off. ANAKIN: Your guidance more than my patience. PALPATINE: (as they walk from the window) You don't need guidance, Anakin. In time you will learn to trust your feelings. Then you will be invincible. They walk down a small set of stairs. PALPATINE: I have said it many times, you are the most gifted Jedi I have ever met. ANAKIN: Thank you, your Excellency. PALPATINE: I see you becoming the greatest of all the Jedi, Anakin. Even more powerful than Master Yoda. INTERIOR: JEDI TEMPLE, ATRIUM - DAY MACE WINDU and OBI-WAN walk along the Temple corridors. YODA accompanies them, riding in a small floating chair. OBI-WAN: I am concerned for my Padawan. He is not ready to be given this assignment on his own yet. YODA: The Council is confident in its decision, Obi-Wan. MACE WINDU: The boy has exceptional skills. OBI-WAN: But he still has much to learn, Master. His abilities have made him, well...arrogant. YODA: Yes, yes. A flaw more and more common among Jedi...Hmm. Too sure of themselves they are. Even the older, more experienced ones. MACE WINDU: Remember, Obi-Wan. If the prophecy is true, your apprentice is the only one who can bring the Force back into balance. EXTERIOR: APARTMENT BUILDING – DAY Exterior shot of Padme's building. Up high, a new pane of glass is being installed. INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT - DAY ANAKIN looks out a window as PADMÉ adresses JAR JAR. PADMÉ: (offscreen) I'm taking an extended leave of absence. It will be your responsibility to take my place in the Senate. Representative Binks... JAR JAR: Hmm? PADME: (cont'd) I know I can count on you. JAR JAR: Mesa honored to be taking on dissa heavy burden. Mesa accept this with muy muy humility and uh... PADMÉ: Jar Jar. I don't wish to hold you up. I'm sure you have a great deal to do. JAR JAR: Of course...Milady. JAR JAR bows his head and leaves. PADMÉ walks briskly to ANAKIN. PADMÉ: I do not like this idea of hiding. ANAKIN: (walking after her) Don't worry. Now that the Council has ordered an investigation, it won't take Master Obi-Wan long to find this bounty hunter. PADMÉ: I haven't worked for a year to defeat the Military Creation Act to not be here when its fate is decided. ANAKIN: Sometimes we must let go of our pride and do what is requested of us. PADMÉ: Anakin...you've grown up. PADMÉ walks off. ANAKIN: (heading towards window) Master Obi-Wan manages not to see it. ANAKIN walks over to the window. As he reaches it, the two repair droids that replaced the glass fly off into the distance. ANAKIN: Don't get me wrong. Obi-Wan is a great mentor... PADME looks at ANAKIN. ANAKIN: (cont'd as he floats a ball above his hand)...as wise as Master Yoda and...as powerful as Master Windu. (the ball comes to a rest in his hand) I am truly thankful to be his apprentice. PADME heads back to her closet. ANAKIN: In some ways...a lot of ways...I'm really ahead of him. I'm ready for the trials. But he feels that I'm too unpredictable. He won't let me move on. PADMÉ: That must be frustrating. ANAKIN: It's worse. He's overly critical. He never listens. He...he doesn't understand. It's not fair! ANAKIN looks up at PADME. PADMÉ: All mentors have a way of seeing more of our faults than we would like. It's the only way we grow. PADMÉ puts some clothes in her suitcase as ANAKIN sits and sighs. ANAKIN: I know. PADME looks up from her suitcase to ANAKIN. PADMÉ: Anakin...don't try to grow up too fast. ANAKIN: (standing) But I am grown up. They look at each other for a moment. ANAKIN: You said it yourself. ANAKIN smiles slightly at her. PADMÉ: Please don't look at me like that. ANAKIN: Why not? PADMÉ: It makes me feel uncomfortable. PADME walks off. ANAKIN looks towards her with a faint smile. ANAKIN: Sorry, milady. EXTERIOR: CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - DAY A small bus speeds toward the massive freighter docks of Coruscant's industrial area. The bus parks in the shadows of an overhang. INTERIOR: CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - DAY ANAKIN sits with OBI-WAN. PADME is followed from her seat by DORME and CAPTAIN TYPHO. CAPTAIN TYPHO: Be safe, my lady. PADMÉ: Thank you, Captain. Take good care of Dormé... The threat's on you two now. DORMÉ: He'll be safe with me. DORMÉ forces a smile, but lowers her head and sheds a tear. She looks back up. PADME looks at her. PADMÉ: You'll be fine. DORMÉ: It's not me, milady. I worry about you. What if they realize you've left the Capital? PADMÉ: (looks back briefly towards Anakin) Well, then my Jedi protector will have to prove how good he is. OBI-WAN: (As Anakin starts off) Anakin. ANAKIN turns to OBI-WAN. OBI-WAN: Don't do anything without first consulting either myself or the Council. ANAKIN: Yes, Master. OBI-WAN nods slightly and steps over to PADME. OBI-WAN: (to Padmé) I'll get to the bottom of this plot quickly, milady. You'll be back here in no time. PADMÉ: I'll be most grateful for your speed, Master Jedi. OBI-WAN bows. ANAKIN: (to PADME) It's time to go. PADMÉ: I know. EXTERIOR: CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - DAY ANAKIN reaches the doorway as PADMÉ gives DORMÉ a hug. OBI-WAN: Anakin, may the Force be with you. ANAKIN: May the Force be with you, Master. ANAKIN and PADME grab their luggage, and step down off of the bus. Two men pass in front of them. PADMÉ: Suddenly, I'm afraid. ANAKIN: This is my first assignment on my own. I am too. (he looks back at Artoo) Don't worry. We have Artoo with us. They laugh and R2 beeps. They walk off in the distance towards the transport freighter. OBI-WAN and CAPTAIN TYPHO stand in the doorway of the bus, watching. OBI-WAN: I do hope he doesn't try anything foolish. CAPTAIN TYPHO: I'd be more concerned about her doing something, than him. They smile slightly. EXTERIOR: FREIGHTER DOCKS - CORUSCANT - DAY The freighter pulls away from the huge docks area of Coruscant and moves off towards the sky. EXTERIOR: CORUSCANT, DOWNTOWN, BACK STREET - MORNING Exterior shot of commuter trains passing by camera. Down below, OBI-WAN enters a small diner. INTERIOR: CORUSCANT, DEX'S DINER - MORNING A WAITRESS DROID comes up to camera. WAITRESS DROID: Someone to see ya, honey. (as camera pans away) Jedi, by the looks of him. DEXTER JETTSTER appears in a round opening into the kitchen. DEXTER JETTSTER: Obi-Wan! OBI-WAN: (pleased, smiling) Hello, Dex. DEXTER JETTSTER: Take a seat, I'll be right with ya! OBI-WAN starts towards a booth. The WAITRESS DROID rolls by. WAITRESS DROID: Do ya wanna cup o' jawa juice? OBI-WAN: Oh yes, thank you. The WAITRESS DROID moves past camera as OBI-WAN takes a seat. He gets back up as DEXTER greets him. DEXTER JETTSTER: (offscreen) Heyyyyy, oh-holllll buddy! They embrace, laughing. OBI-WAN pats DEXTER on the back as DEXTER adjusts his pants. They sit in the booth, DEXTER groaning and coughing as he sits. DEXTER JETTSTER: So, my friend. What can I do for ya? OBI-WAN: You can tell me what this is. (holds dart up) OBI-WAN places the dart on the table between them. DEXTER JETTSTER: Well, whattaya know. (picks up dart) I ain't seen one of these since I was prospecting on Subterrel...(as WAITRESS DROID approaches with drinks on a tray) beyond the Outer Rim. The WAITRESS DROID lowers the tray down to the table. OBI-WAN: Can you tell me where it came from? (to DROID) Thank you. DEXTER JETTSTER: This baby belongs to them cloners. What you got here is a Kamino saberdart. OBI-WAN: I wonder why it didn't show up in the analysis archives. DEXTER JETTSTER: It's the funny little cuts on the side that give it away. Those analysis droids only focus on symbols. Huh! I should think that you Jedi would have more respect for the difference between knowledge and...(chuckling) wisdom. OBI-WAN: Well, if droids could think, there'd be none of us here, would there? (examining the dart) Kamino, I'm not familiar with it. Is it in the Republic? DEXTER JETTSTER: No, no, it's beyond the Outer Rim. I'd say about, uh, twelve parsecs outside the Rishi Maze. Should be easy to find, even for those droids in your archives. Huh. (takes a drink) These, uh, Kaminoans...keep to themselves. They're cloners. Damned good ones, too. OBI-WAN: Cloners? Are they friendly? DEXTER JETTSTER: Oh, depends. OBI-WAN: Depends on what, Dex? DEXTER JETTSTER: On how good your manners are...how big your, uh, pocketbook is. DEXTER laughs. OBI-WAN looks at DEX, then looks down at the dart. EXTERIOR: SPACE, STARSHIP FREIGHTER The massive, slow-moving Freighter moves past camera through space. EXTERIOR: NABOO SPACEPORT - DAY The Starfreighter descends from the sky and docks at the spaceport in the giant port city of Theed. EXTERIOR: NABOO PALACE, GRAND COURTYARD - AFTERNOON A speeder bus flies over the courtyard and lands. EXTERIOR: NABOO LAKE RETREAT, LANDING PLATFORM - LATE AFTERNOON The lake retreat is shown, overlooking the lake. ANAKIN steps out of a watercraft and takes PADME's hand. He helps PADMÉ disembark. EXTERIOR: NABOO LAKE RETREAT, GARDEN TERRACE – LATE AFTERNOON We see them from behind as they continue to look out at the water. INTERIOR: JEDI TEMPLE, ARCHIVE LIBRARY - DAY In the JEDI ARCHIVE LIBRARY, lighted computer panels stretch the length of the building. In the distance stands OBI-WAN, examining a bronze bust of Count Dooku. MADAME JOCASTA NU, the Jedi Archivist, approaches him. JOCASTA NU: Did you call for assistance? OBI-WAN: (distracted in thought) Yes...yes, I did. JOCASTA NU: Are you having a problem, Master Kenobi? OBI-WAN: (as they begin to walk) Yes, um, I'm looking for a planetary system called Kamino. JOCASTA NU: (very softly) Kamino... OBI-WAN: It doesn't show up on the archive charts. JOCASTA NU: Kamino? It's not a system I'm familiar with...Are you sure you have the right coordinates? OBI-WAN: (looking at computer screen) According to my information, it should appear in this quadrant here, just south of the Rishi Maze. JOCASTA NU taps the keyboard and the display zooms in. She looks to OBI-WAN, shaking her head. JOCASTA NU: I hate to say it, but it looks like the system you're searching for doesn't exist. OBI-WAN: Impossible...perhaps the archives are incomplete. (looks to her) JOCASTA NU: (slightly offended) If an item doesn't appear in our records, it does not exist. JOCASTA NU walks off. OBI-WAN puts his hand to his chin and studies the computer screen. JOCASTA NU and a youngster walk out of the room as OBI-WAN sits back in his chair, lost in thought. EXTERIOR: SPACE, STARSHIP FREIGHTER The massive, slow-moving Freighter moves past camera through space. INTERIOR: STARFREIGHTER, STEERAGE HOLD - DAY ARTOO is taking food from a buffet line when a SERVER DROID approaches. SERVER: Hey you, no Droids! R2: (beeps) SERVER: Get outta here! R2: (beeps as he leaves) R2 rolls up to ANAKIN and PADME, who sit at a small table, sharing a meal. R2 stops in front of them and beeps. PADME: Thank you, R2. R2: (chirps) PADMÉ: (as R2 heads off) 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 that I love. PADMÉ: Are you allowed to love? Thought that was forbidden for a Jedi. ANAKIN looks down. ANAKIN: Attachment is forbidden. Possession is forbidden. Compassion, which I would define as unconditional love, is central to a Jedi's life. (smiles nervously) Uh, so you might say that we are encouraged to love. PADMÉ: You've changed so much. ANAKIN: Ah, you haven't changed a bit. You're exactly the way I remember you in my dreams. There is an awkward moment as PADME studies ANAKIN. She lowers her gaze. ANAKIN considers what to say next. INTERIOR: JEDI TEMPLE, MAIN HALLWAY - DAY OBI-WAN walks through the main hallway of the temple, towards the training area. YODA is training several CHILDREN in the distance. YODA: (in distance) Reach out. Sense the Force around you. INTERIOR: JEDI TEMPLE, TRAINING VERANDA - DAY YODA stands before a group of children, with lit lightsabers, helmets, and training spheres. YODA: Use your feelings you must. YODA sees OBI-WAN enter. He taps the floor with his cane. YODA: Younglings. (as kids turn off lightsabers and pull up helmets) Younglings! A visitor we have. CHILDREN: (all at once) Hello, Master Obi-Wan. OBI-WAN: Hello. (to YODA) I'm sorry to disturb you, Master. YODA: What help can I be, Obi-Wan? Hmm? OBI-WAN: I'm looking for a planet described to me by an old friend. I trust him, but the systems don't show in the archive maps. YODA: Hmm. (to CHILDREN) Lost a planet, Master Obi-Wan has. How embarrassing...how embarrassing. Hmm. Liam, the shades. LIAM makes a hand movement and the shades descend, darkening the room. YODA: Gather round the map reader. (as OBI-WAN places a glass ball in the reader) Clear your minds and find Obi-Wan's wayward planet, we will. The reader lights up and projects the star map hologram into the room. OBI-WAN walks through the display. OBI-WAN: It ought to be...here...(pointing) but it isn't. Gravity is pulling all the stars in the area towards this spot. YODA: Hmm. Gravity's silhouette remains, but the star and all the planets, disappeared they have. How can this be? Hmm? A thought? YODA looks at the group of CHILDREN on his right. YODA: (as OBI-WAN looks on) Anyone? JEDI CHILD JACK: Master? Because someone erased it from the archive memory. OBI-WAN smiles faintly. YODA: (chuckling) Truly wonderful, the mind of a child is. (chuckles again) (to OBI-WAN) The Padawan is right. Go to the center of gravity's pull, and find your planet you will. YODA and OBI-WAN move away from the CHILDREN. YODA: Hmm. (as OBI-WAN turns off the reader and force-pulls the glass ball back to him) The data must have been erased. OBI-WAN: (as shades are raised) But Master Yoda, who could empty information from the archives? That's impossible, isn't it? YODA: Dangerous and disturbing this puzzle is. Only a Jedi could have erased those files. But who, and why, harder to answer. Meditate on this, I will. YODA continues to look at OBI-WAN EXTERIOR: NABOO SPACEPORT - DAY The Starfreighter descends from the sky and docks at the spaceport in the giant port city of Theed. EXTERIOR: NABOO PALACE, GRAND COURTYARD - AFTERNOON A speeder bus flies over the courtyard and lands. PADMÉ, ANAKIN, and ARTOO climb a set of stairs near the speeder bus. PADMÉ: 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 even tried to amend the Constitution so you could stay in office. PADMÉ: I was relieved when my two terms were up. EXTERIOR: NABOO PALACE, GRAND COURTYARD, WALKWAY - AFTERNOON PADME: But when the Queen asked me to serve as Senator, I couldn't refuse her. ANAKIN: I agree with her. I think the Republic needs you. I'm glad that you chose to serve. ANAKIN and PADMÉ move into the shadows of the walkway, with R2 not far behind. INTERIOR: NABOO PALACE, THRONE ROOM - AFTERNOON QUEEN 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. PADMÉ: 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: (to PADME) Do you see any way, through negotiations, to bring the separatists back into the Republic? PADMÉ: Not if they feel threatened. My guess is they'll turn to the Trade Federations or the Commerce Guilds for help. SIO BIBBLE: It's outrageous, but after four trials in the Supreme Court, Nute Gunray is still the Viceroy of the Trade Federation. I fear the Senate is powerless to resolve this crisis. QUEEN JAMILLIA considers this. QUEEN JAMILLIA: We must keep our faith in the Republic. QUEEN JAMILLIA stands and the others follow suit. She walks out from behind the large table. QUEEN JAMILLIA: The day we stop believing democracy can work is the day we lose it. PADMÉ: Let's pray that day never comes. QUEEN JAMILLIA: In the meantime, we must consider your own safety. SIO BIBBLE: (to Anakin) What is your suggestion, Master Jedi? PADMÉ: Oh, Anakin's not a Jedi yet. He's still a Padawan learner. But I was thinking... ANAKIN: (upset) Hold on a minute... PADMÉ: 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'm in charge of security here, milady. PADMÉ: And this is my home. I know it very well, that is why we're here. (as JAMILLIA looks on) I think it would be wise if you took advantage of my knowledge in this instance. ANAKIN: (takes a deep breath) Sorry, milady. PADME continues to watch ANAKIN a moment, then turns away as the party continues on towards the stairs. QUEEN JAMILLIA: Perfect. It's settled then. They take a few steps down the stairs. INTERIOR: JEDI STARSHIP HANGAR – DAY In a long shot, OBI-WAN and MACE WINDU walk through the hangar, surrounded by starships. OBI-WAN: It appears someone doesn't want us to know about this Kamino system. MACE: Which means there's something happening on that system that we should know about. OBI-WAN: Master, do you think a Jedi could have erased those files? MACE: (as the large hangar door starts to open) I hope not. This disturbance in the Force is making it hard to get a sense of things. EXTERIOR: JEDI HANGAR – DAY OBI-WAN's starship is on a platform that is extending out from the hangar. OBI-WAN, in a high shot, climbs into his starfighter. The cockpit closes and the starfighter lifts up from the platform. It moves off into the sky. EXTERIOR: CORUSCANT OBI-WAN's starfighter flies up away from the planet and towards a group of transport rings. The starfighter docks with one of the rings, and the transport ring sends him into hyperspace. EXTERIOR: NABOO LAKE RETREAT, BALCONY OVERLOOKING GARDENS - MORNING The sun's rays peek through the clouds. ANAKIN is on the balcony overlooking the gardens, hands behind his back. PAMDÉ enters from her bedroom. She sees he is meditating and turns to go. ANAKIN: Don't go. PAMDÉ: (turning back to him) I don't want to disturb you. ANAKIN: (inhaling) Your presence is soothing. Brief pause. PADMÉ: You had another nightmare last night. ANAKIN: Jedi don't have nightmares. PADMÉ: I heard you. ANAKIN opens his eyes. ANAKIN: I saw my mother. (as he turns to her) She is suffering, Padmé. I saw her as clearly as I see you now. He turns and walks away, hands on hips. He takes a deep breath. ANAKIN: She is in pain. (turning back to her) I know I'm disobeying my mandate to protect you, Senator, but I have to go. I have to help her! PADMÉ: I'll go with you. ANAKIN: I'm sorry. I don't have a choice. EXTERIOR: SPACE - KAMINO OBI-WAN's starfighter appears out of hyperspace, attached to a transport ring. He detaches from the ring and flies towards the planet of KAMINO. INTERIOR: SPACE – KAMINO - COCKPIT OBI-WAN: (to R4 DROID) There it is, R4, (view of display screen) right where it should be. Our missing planet Kamino. R4: (whistles and beeps in fighter hold) EXTERIOR: TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY OBI-WAN's starship descends through the clouds and approaches the city of TIPOCA, which rests on great stilts that keep it above the pounding and ever-present waves. The Starfighter lands on the platform. The cockpit opens, OBI-WAN gets out, and pulls his hood over his head. He moves towards an entrance door. INTERIOR: TIPOCA CITY, CORRIDOR ENTRANCE - DAY As OBI-WAN approaches, the door opens. OBI-WAN lowers his hood off his head and stares in wonder as the door closes behind him. A tall, slender alien is coming towards him. She speaks as OBI-WAN crosses his arms. TAUN WE: Master Jedi. The Prime Minister is expecting you. OBI-WAN: (surprised) I'm expected? TAUN WE: Of course! He is anxious to meet you. After all these years, we were beginning to think you weren't coming. Now please, this way! TAUN WE heads off. INTERIOR: TIPOCA CITY, PRIME MINISTER OFFICE - DAY The door slides open. OBI-WAN and TAUN WE enter the room. LAMA SU rises from his chair. TAUN WE and OBI-WAN approach. TAUN WE: May I present Lama Su, Prime Minister of Kamino. OBI-WAN bows deeply as LAMA SU bows his head slightly. TAUN WE: And this is Master Jedi... OBI-WAN: ...Obi-Wan Kenobi. LAMA SU: I trust you're going to enjoy your stay. A second chair descends behind TAUN WE. LAMA SU: Please...(gestures to chair, and OBI-WAN sits) And now to business. (also sits) You will be delighted to hear that we are on schedule. Two hundred thousand units are ready, with a million more well on the way. OBI-WAN: (improvising) That's...good news. LAMA SU: Please tell your Master Sifo-Dyas that his order will be met on time. OBI-WAN: I'm sorry? S...Master... LAMA SU: Mmm, Jedi Master Sifo-Dyas is still a leading member of the Jedi Council, is he not? OBI-WAN: Master Sifo-Dyas was killed almost ten years ago. LAMA SU: (taken aback) Oh, I'm so sorry to hear that. But I'm sure he would have been proud of the army we've built for him. OBI-WAN: (surprised) Th...The army? LAMA SU: Yes. A clone army, and I must say, one of the finest we've ever created. OBI-WAN: Tell me, Prime Minister, when my Master first contacted you about the army, did...did he say who it was for? LAMA SU: Of course he did. This army is for the Republic...(OBI-WAN attempts to conceal surprise) But you must be anxious to inspect the units for yourself. OBI-WAN: (looking to TAUN WE then back to LAMA SU) That's why I'm here. LAMA SU and OBI-WAN rise, and they walk towards the door. EXTERIOR: NABOO LAKE RETREAT, LANDING PLATFORM - LATE AFTERNOON The lake retreat is shown, overlooking the lake. ANAKIN steps out of a watercraft and takes PADME's hand. He helps PADMÉ disembark. EXTERIOR: NABOO LAKE RETREAT, GARDEN TERRACE – LATE AFTERNOON ANAKIN and PADMÉ walk up the stairs and along the garden terrace. PADMÉ: We used to come here for school retreat. We would swim to that island every day. I love the water. PADME and ANAKIN continue walking. They walk to the edge of the terrace, overlooking the lake and surrounding mountains. PADMÉ: We used to lie out on the sand and let the sun dry us...and try to guess the names of the birds singing. ANAKIN studies the stone railing. ANAKIN: I don't like sand. It's coarse and rough and irritating, and it gets everywhere. (smiles at her, then looks down) Not like here. Here everything's soft...and smooth... He touches her hand as she looks out towards the water. He raises his hand to caress her back. He looks into her eyes, and she looks back. He smiles slightly, then is serious again. As she stares at him, he leans forward. They kiss. The kiss continues, but suddenly PADME pulls away. PADMÉ: No, I shouldn't have done that. ANAKIN looks at PADME with confusion. ANAKIN: I'm sorry. ANAKIN looks off into the distance, not understanding. We see them from behind as they continue to look out at the water. EXTERIOR: SPACE - TATOOINE The Naboo Starship heads toward the desert planet of Tatooine. EXTERIOR: TATOOINE, MOS ESPA - DAY The Naboo Starship comes in for a landing at one of several circular landing sites. The camera pans beyond the starship to an overhead view of several rickshaws, one leaving as another arrives. ANAKIN and PADMÉ ride a rickshaw through the streets, R2 rolling along behind them. They slow as humanoid creatures of all types walk along the street, and they eventually come to a stop. The driver says something in Huttese using a mechanical voice. ANAKIN exits the rickshaw and helps PADME down. PADME exits the frame. ANAKIN: (to the droid driver) Wait right there. DRIVER: Okey, okey. ANAKIN and PADMÉ walk over to WATTO. WATTO: (to droid) Da wanga! The droid chitters and wanders off. ANAKIN: (to WATTO) Chut-chut, Watto. WATTO looks up. ANAKIN: (in Huttese) Let me help you with that. ANAKIN lifts a piece of a droid from its place in front of WATTO WATTO: (in Huttese) What? What do you want? (as ANAKIN fiddles witht the droid piece) Wait! You're a Jedi. (view of WATTO, over ANAKIN's shoulder) Whatever it is, I didn't do it. WATTO loses control of his screwdriver and it flies into the air (with crazy sound effect), then falls onto his foot. WATTO exclaims and then rubs his foot, grunting. ANAKIN picks up another part of the droid, then looks at WATTO. ANAKIN: (in Huttese) I'm looking for Shmi Skywalker. WATTO studies ANAKIN as flies buzz around him. WATTO: Ani?...(thinks)...Little Ani? ANAKIN finishes with the droid and puts it back down, staring at WATTO. WATTO: (continuing) Nahhhh...(startles slightly)...You are Ani! It is you! (laughs as he flies up) Hey, ya sure sprouted, huh? Ha-weehoo-hoo! A Jedi...waddaya know? Uh-huh. Hmm. Hey...(looking around)...maybe you could help with some deadbeats who owe me a lot of money... ANAKIN: My mother. WATTO: Oh, yeah. Shmi...ahhh...she's not mine-a no more-a. I sold her. ANAKIN: You sold her? WATTO: Yeeeears ago. Sorry, Ani, but you know, business is business, uh. (chuckles) I sold her to a moisture farmer named, uh, Lars. Least I think it was Lars. Believe it or not, I heard he freed her, and married her. Can ya beat that, eh? (laughs) Yeah. ANAKIN: (considers) Do you know where they are now? WATTO: Ooooooh, long way from here...someplace over on the other side of Mos Eisley, I think, hmmm. ANAKIN: I'd like to know. WATTO considers for a brief moment. WATTO: Eh, sure...absolutely. (chuckles) Let's go look at my records, huh? Eh. (chuckles) Mmm. PADME follows WATTO and ANAKIN offscreen. INTERIOR: TIPOCA CITY, CLONE CENTER, GROWING CHAMBER - DAY The clone growing chamber is a huge space, filled with pods containing clones in the early stage of growth. OBI-WAN, LAMA SU, and TAUN WE walk down a viewing corridor. OBI-WAN looks to LAMA SU with interest. OBI-WAN: Very impressive. LAMA SU: I'd hoped you would be pleased. The growing chamber is seen through the glass walls of the viewing corridor. LAMA SU: Clones can think creatively. You will find that they are immensely superior to droids. They continue down the corridor. LAMA SU: We take great pride in our combat education and training programs. This group was created about five years ago. We see a view of young clones in a classroom. OBI-WAN: You mentioned growth acceleration... LAMA SU: Oh yes, it's essential. Otherwise, a mature clone would take a lifetime to grow. (shot of several young clones) Now, we can do it in half the time. OBI-WAN: (close up of table setting) I see. The camera moves back to reveal fully grown clones in an eating area. LAMA SU: They are totally obedient, taking any order without question. We modified their genetic structure to make them less independent than the original host. OBI-WAN: (as they continue walking) And who was the original host? LAMA SU: A bounty hunter called Jango Fett. OBI-WAN stops and looks at LAMA SU. OBI-WAN: And where is this bounty hunter now? LAMA SU: Oh, we keep him here. A view of a very large structure is seen through the ceiling of the viewing corridor. 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: (view of clones getting their helmets) Pure genetic replication. No tampering with the structure to make it more docile...and no growth acceleration. OBI-WAN: I should very much like to meet this Jango Fett. TAUN WE: I would be very happy to arrange it for you. They head offscreen. INTERIOR: TIPOCA CITY, PARADE GROUND - DAY OBI-WAN, LAMA SU and TAUN WE come out onto a balcony. OBI-WAN rests his hands on the railing. Below is a huge parade ground, filled with countless CLONE TROOPERS marching in all directions. A company moves forward, comes to a halt, turns to the side, and presents arms. LAMA SU: (beaming) Magnificent, aren't they? OBI-WAN continues to watch. EXTERIOR: NABOO, MOUNTAIN MEADOW - LATE AFTERNOON PADMÉ and ANAKIN are having a picnic in the middle of an idyllic hilly meadow, its lush grasses sprinkled with flowers. At a distance, a herd of SHAAKS graze contentedly. PADMÉ: I don't know... ANAKIN: Sure you do... you just don't want to tell me. PADMÉ: You gonna use one of your Jedi mind tricks on me? ANAKIN: Huh, they only work on the weak-minded. PADMÉ: (fiddling with a flower) All right...I was twelve. His name was Palo. 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? PADMÉ: I went into public service. He went on to become an artist. ANAKIN: Maybe he was the smart one. PADMÉ: (slightly annoyed) You really don't like politicians, do you? ANAKIN: I like two or three, but I'm not really sure about one of them. PADME smiles at this. They share a brief chuckle. ANAKIN: I don't think the system works. PADMÉ: How would you have it work? ANAKIN: We need a system where the politicians sit down and discuss the problem, agree what's in the best interest of all the people, and then do it. PADMÉ: That's exactly what we do. Th-the trouble is that people don't always agree. ANAKIN: Well then they should be made to. PADMÉ: By whom? Who's going to make them? ANAKIN: I don't know. Someone. PADMÉ: You? ANAKIN: Of course not me. PADMÉ: But someone. ANAKIN: (nodding) Someone wise. PADMÉ: Sounds an awful lot like a dictatorship to me. A mischievous little grin creeps across his face. ANAKIN: Well, if it works... PADMÉ stares at ANAKIN. He looks back at her, straight faced, but can't hold back a smile. PADMÉ: You're making fun of me! ANAKIN: (sarcastic) Mmm no, no, I'd be much too frightened to tease a Senator. He looks down as he chuckles. She looks at him, smiling, with surprised delight. She then looks down, considering. EXTERIOR: NABOO, MOUNTAIN MEADOW - LATE AFTEROON PADME appears on the horizon, running through a field among a couple of SHAAKS. She slows and scans the surroundings, looking for ANAKIN. Suddenly he appears, standing on the back of a bucking SHAAK. ANAKIN struggles to maintain his balance. ANAKIN: Whoa, oh, eee. She watches, laughing, as he laughs and the SHAAK moves past camera. He continues to struggle with his balance, and finally tumbles off. ANAKIN: Oh, whoa! He grunts as he lands on the ground and the SHAAK bellows. PADME's joy turns to worry. On his hands and knees, ANAKIN struggles, then collapses with a grunt. PADME gasps and runs to him. She hurries through the field, and comes down a slight hill towards him. PADMÉ: Ani! Ani, are you all right? She turns him over. He is laughing uncontrollably. She smacks him in the chest, and they wrestle for a moment, laughing. We see them roll through the grass, first in a close up, then from a slightly farther distance. They come to a stop and stare at each other. EXTERIOR: TIPOCA CITY (RAINSTORM) - DAY A shape glides just below the water, then suddenly leaps up above the surface into the air. It is a large AVIAN carrying a RAIN-SOAKED KAMINOAN, and it flies above the waves toward the floating city. It moves past the city and a wave crashes against one of the towers. INTERIOR: TIPOCA CITY, CORRIDOR - DAY TAUN WE and OBI-WAN stand in front of the door of Jango Fett's apartment. TAUN WE pushes a button, and a muted bell rings. The door opens, and a ten-year-old boy, BOBA FETT, stands in the doorway. TAUN WE: Boba, is your father here? BOBA FETT: Yep. TAUN WE: May we see him? BOBA FETT: Sure. BOBA looks suspiciously at OBI-WAN. INTERIOR: TIPOCA CITY, FETT APARTMENT - DAY BOBA FETT turns back into the apartment. BOBA FETT: Dad! Taun We's here! BOBA looks back at OBI-WAN as he moves past camera. OBI-WAN and TAUN WE enter and the door closes behind them. They move into the living area, OBI-WAN looks at BOBA as he passes, then looks around the room. TAUN WE: Jango, welcome back. (as OBI-WAN bows) Was your trip productive? JANGO FETT: Fairly. TAUN WE: This is Jedi Master, Obi-Wan Kenobi. He's come to check on our progress. 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. OBI-WAN: Ever made your way as far into the interior as Coruscant? JANGO FETT: Once or twice. OBI-WAN: Recently? BOBA watches. JANGO FETT: Possibly. OBI-WAN: Then you must know Master Sifo-Dyas. JANGO walks over to BOBA. JANGO FETT: (to BOBA) (Huttese) BOBA walks off as JANGO turns back to OBI-WAN JANGO FETT: Master who? BOBA walks towards the entrance and reaches for a touch panel. OBI-WAN: (over shot of body armor and helmet in closet) Sifo-Dyas. BOBA walks back and the closet door closes. OBI-WAN: Is he not the Jedi who hired you for this job? JANGO comes up close to OBI-WAN. JANGO FETT: Never heard of him. BOBA watches. OBI-WAN: Really? JANGO FETT: I was recruited by a man called Tyranus on one of the moons of Bogden. OBI-WAN: Curious. BOBA continues to watch. JANGO FETT: Do you like your army? OBI-WAN: (nodding slightly) I look forward to seeing them in action. JANGO FETT: They'll do their job well, I'll guarantee that. OBI-WAN: Thank you for your time, Jango. (bows head) JANGO FETT: Always a pleasure to meet a Jedi. OBI-WAN studies JANGO a moment longer, then moves off. JANGO watches him go. OBI-WAN and TAUN WE pass in front of BOBA, who turns to watch them go. The door slides open and OBI-WAN exits, looking back briefly. TAUN WE also leaves. BOBA turns back to JANGO, who is lost in thought. BOBA FETT: What is it, Dad? JANGO FETT: Pack your things. We're leaving. EXTERIOR: NABOO LAKE RETREAT, LOUNGE - LATE AFTERNOON The late day sun shines on the lake and the retreat buildings. Several water fowl touch down on the lake. INTERIOR: NABOO LAKE RETREAT, DINING ROOM - LATE AFTERNOON A woman approaches PADME and ANAKIN, who are seated at a table, enjoying a meal. ANAKIN: And when I got to them, we went into...ah, aggressive negotiations. (to woman) Thank you. PADMÉ: "Aggressive negotiations," what's that? ANAKIN: Uh, well, negotiations with a lightsaber. PADMÉ: (laughing) Oh. ANAKIN: Ah. (also laughs) PADME, still smiling, looks down at the table. She picks up her knife and fork, and is about to cut into a pear on her plate. ANAKIN raises his hand and moves his fingers. The pear floats off her plate and moves toward him. It comes to a stop just in front of his raised hand. PADME smiles. ANAKIN also smiles as the pear comes to a rest on his plate. ANAKIN: (picking up knife and fork) If Master Obi-Wan caught me doing this he'd be very grumpy. ANAKIN smiles as he cuts the pear. PADME watches him. He raises his hand again and part of the pear floats up. He gives it a very slight force push and it moves towards her. She reaches out with her fork and spears the pear piece. She takes a bite. ANAKIN lowers his hand and smiles at her. INTERIOR: NABOO LAKE RETREAT, LODGE, FIREPLACE ALCOVE - TWILIGHT A fire blazes in the open hearth. PADMÉ and ANAKIN are sitting in front of it, gazing into each other's eyes. They both look away, disturbed. ANAKIN finally turns back to her. ANAKIN: From the moment I met you, all those years ago, not a day has gone by when I haven't thought of you. (sighs) And now that I'm with you again, I'm in agony. (inhales) The closer I get to you, the worse it gets. Th-the thought of not being with you...I can't breathe...I'm haunted by the kiss that you should never have given me. My heart is beating, (as she tries to look away) hoping that that kiss will not become a scar. You are in my very soul, tormenting me. What can I do? I will do anything that you ask... ANAKIN looks up at her hopefully. PADMÉ looks away. ANAKIN: (sighs) If you are suffering as much as I am, please tell me. PADMÉ: I can't. We can't. It's...just not possible. ANAKIN: Anything is possible, Padmé. Listen to me... PADMÉ: (animated) No, you listen. (standing) We live in a real world. Come back to it. You're studying to become a Jedi, I'm...I'm a Senator. If you follow your thoughts through to conclusion, it will take us to a place we cannot go...regardless of the way we feel about each other. ANAKIN: (surprised) Then you do feel something! PADMÉ: I will not let you give up your future for me. ANAKIN: (standing) You are asking me to be rational. That is something I know I cannot do. Believe me, I wish that I could just wish away my feelings...but I can't. PADMÉ: I will not give in to this. ANAKIN turns and begins to walk away. PADME watches him. ANAKIN stops and addresses her. ANAKIN: Well, you know, it...(turning back to her) it wouldn't have to be that way...we could keep it a secret. PADMÉ: We'd be living a lie - one we couldn't keep even if we wanted to. I couldn't do that. Could you, Anakin? Could you live like that? ANAKIN considers this. ANAKIN: No. You're right. It would destroy us. ANAKIN stares at her. EXTERIOR: TATOOINE, BLUFF OVERLOOKING HOMESTEAD - LATE DAY ANAKIN and PADME walk away from their ship, followed by R2. R2 whistles and beeps, causing ANAKIN and PADME to stop. PADMÉ: Stay with the ship, R2. R2 beeps agreement and ANAKIN and PADME start off again. R2 heads back to the ship. EXTERIOR: TATOOINE, DESERT, HOMESTEAD MOISTURE FARM – LATE DAY In a long shot, C-3PO is working outside the homestead as ANAKIN and PADME arrive. C3PO looks up. C-3PO: Oh, uh, hello. How might I be of service? I am See... ANAKIN: Threepio? C-3PO: Oh, um...the maker! Oh, Master Ani! I knew you would return, I knew it! And Miss Padmé. Oh my. PADMÉ: Hello, Threepio. C-3PO: Bless my circuits, I'm so pleased to see you both. ANAKIN: I've come to see my mother. C-3PO: Oh. Um, I think perhaps we'd better go indoors. 3PO walks off. EXTERIOR: TATOOINE, HOMESTEAD, COURTYARD - LATE DAY The camera pans down to reveal the LARS courtyard. C-3PO: (offscreen) Master Owen, might I present two most important visitors? ANAKIN and PADME approach OWEN LARS and BERU WHITESUN. ANAKIN: I'm Anakin Skywalker. OWEN: (looking them over) Owen Lars. This is my girlfriend, Beru. BERU: Hello. PADMÉ: I'm Padmé. OWEN: I guess I'm your stepbrother. I had a feeling you might show up some day. ANAKIN: Is my mother here? CLIEGG: (offscreen) No, she's not. CLIEGG LARS approaches on a floating chair. He extends a hand. CLIEGG: Cliegg Lars. (as they shake) Shmi is my wife...We should go inside. We have a lot to talk about. CLIEGG turns back. ANAKIN looks down, concerned. INTERIOR: TATOOINE, HOMESTEAD, KITCHEN - LATE DAY BERU pours red liquid into a glass. CLIEGG: (O.S.) It was just before dawn, they came out of nowhere. A hunting party of Tusken Raiders. BERU heads towards the dining area. INTERIOR: TATOOINE, HOMESTEAD, DINING AREA - LATE DAY CLIEGG: (offscreen, as BERU comes in) Your mother had gone out early, like she always did, to pick mushrooms that grow on the vaporators. From the tracks, she was about halfway home when they took her. (sighs) Those Tuskens walk like men, but they're vicious, mindless monsters. Thirty of us went out after her. Four of us came back. I'd be out there with them, but...after I lost my leg I just couldn't ride any more, until I heal. 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. CLIEGG: Your mother's dead, son. Accept it. ANAKIN shakes his head slightly. PADME looks at him with concern, then lowers her eyes. EXTERIOR: TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY ANAKIN stands outside. He crosses his arms. PADMÉ walks out of the homestead... PADME: Anakin... ***This line is said slightly earlier than in the original movie*** ...then goes over to him. She continues offscreen and all we see of them are their shadows. ANAKIN: (offscreen) You're gonna have to stay here. These are good people, Padmé. You'll be safe. PADMÉ: Anakin... We see their shadows hug, then we see them hugging for real. ANAKIN walks towards OWEN'S speeder bike. ANAKIN: I won't be long. ANAKIN walks to the bike and swings onto it. He takes off across the desert as PADMÉ watches him go. EXTERIOR: TIPOCA CITY (RAINSTORM) - DAY A shape glides just below the water, then suddenly leaps up above the surface into the air. It is a large AVIAN carrying a RAIN-SOAKED KAMINOAN, and it flies above the waves toward the floating city. It moves past the city and a wave crashes against one of the towers. EXTERIOR: TIPOCA CITY, KAMINO - DAY Rain falls on the many buildings of the city. INTERIOR: TIPOCA CITY, CORRIDOR - DAY OBI-WAN walks with TAUN WE towards the door out to the landing platform. TAUN WE: Tell your Council that the first battalions are ready. And remind them - if they need more troops, it will take more time to grow them. OBI-WAN: I won't forget. And thank you. TAUN WE: Thank you. The doors open. OBI-WAN exits, pulling his hood up as he goes. EXTERIOR: TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - LATE DAY OBI-WAN walks away from the door in the rain. The door closes as TAUN WE walks off. OBI-WAN walks to his starfighter, stopping to look back. He turns back to address R4. OBI-WAN: R4... R4: (beeps) OBI-WAN: Scramble code five to Courscant, care of the old folks home. R4 beeps. A transmitter disc emerges next to R4 and rotates into position. INTERIOR: JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON YODA sits with MACE WINDU. Between the two Jedi, a hologram of OBI-WAN comes into focus. OBI-WAN: I have successfully made contact with the Prime Minister of Kamino. They are using a bounty hunter named Jango Fett to create a clone army. I have a strong feeling that this bounty hunter is the assassin we are looking for. MACE WINDU: Do you think these cloners are involved in the plot to assassinate Senator Amidala? OBI-WAN: No, Master. There appears to be no motive. YODA: Do not assume anything, Obi-Wan. Clear, your mind must be if you are to discover the real villains behind this plot. OBI-WAN: Yes, Master. They say Master Sifo-Dyas placed an order for a clone army at the request of the Senate almost ten years ago. YODA glances at MACE, who looks back at him. OBI-WAN: I was under the impression he was killed before that. Did the Council ever authorize the creation of a clone army? MACE WINDU: No. Whoever placed that order did not have the authorization of the Jedi Council. YODA: Bring him here. Question him, we will. OBI-WAN: Yes, Master. I will report back when I have him. The hologram of OBI-WAN fades. YODA: (to MACE) Blind we are, if creation of this clone army we could not see. MACE WINDU: (sighs) I think it is time we inform the Senate that our ability to use the Force has diminished. YODA: Only the Dark Lord of the Sith knows of our weakness. If informed the Senate is, multiply our adversaries will. INTERIOR: NABOO LAKE RETREAT, ANAKIN'S BEDROOM – NIGHT ANAKIN moves restlessly in his sleep. ANAKIN: No...No...Mom, no...Don't...(wakes) no. He struggles to catch his breath. EXTERIOR: NABOO LAKE RETREAT, BALCONY OVERLOOKING GARDENS - MORNING The sun's rays peek through the clouds. ANAKIN is on the balcony overlooking the gardens, hands behind his back. PAMDÉ enters from her bedroom. She sees he is meditating and turns to go. ANAKIN: Don't go. PAMDÉ: (turning back to him) I don't want to disturb you. ANAKIN: (inhaling) Your presence is soothing. Brief pause. PADMÉ: You had another nightmare last night. ANAKIN: Jedi don't have nightmares. PADMÉ: I heard you. ANAKIN opens his eyes. ANAKIN: I saw my mother. (as he turns to her) She is suffering, Padmé. I saw her as clearly as I see you now. He turns and walks away, hands on hips. He takes a deep breath. ANAKIN: She is in pain. (turning back to her) I know I'm disobeying my mandate to protect you, Senator, but I have to go. I have to help her! PADMÉ: I'll go with you. ANAKIN: I'm sorry. I don't have a choice. EXTERIOR: TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY JANGO FETT'S ship, SLAVE I, rests on the landing platform. JANGO and BOBA FETT are preparing to board. Suddenly a door opens from the city and OBI-WAN rushes out. BOBA FETT: (to JANGO) Dad! (pointing) Look! JANGO FETT whirls around. JANGO FETT: Boba, get on board. OBI-WAN ignites his lightsaber. JANGO draws twin laser pistols and opens fire as BOBA heads into the ship. OBI-WAN deflects two shots and as he swings, the camera cuts to a shot over his shoulder. JANGO ignites his rocket pack and flies up as OBI-WAN swings at him. We see a long shot of JANGO firing and OBI-WAN deflecting as JANGO goes up out of frame, then a close up of JANGO continuing to fire. OBI-WAN rolls to avoid the shots. JANGO stops firing and flies up behind a tall column. OBI-WAN completes his roll and reignites his lightsaber. He looks into the sky for JANGO. In the cockpit of the ship, BOBA FETT pushes several buttons. The ship rotates to face OBI-WAN on the platform. Meanwhile, JANGO is clinging to the side of the column. He launches a rocket from the pack on his back. The explosion knocks OBI-WAN backward off his feet. The ship's laser cannons rotate into position. OBI-WAN hits the platform, and his lightsaber does likewise. BOBA concentrates. The ship's cannons fire rapidly. Another explosion knocks OBI-WAN off his feet again and he falls back onto the platform again. BOBA appears in the window of the ship, looking to see what has happened. OBI-WAN looks up and sees JANGO descending rapidly towards him. OBI-WAN leaps up and kicks JANGO in the chest. JANGO falls to the platform and his laser pistol lands at the perimeter of the platform. JANGO spins into a kneeling position, just in time to catch OBI-WAN'S foot as he comes in for an attack. JANGO spins OBI-WAN onto his back. OBI-WAN looks up and kicks JANGO in the helmet. JANGO falls onto his back. BOBA continues to watch from the ship. We see his POV as OBI-WAN finishes another kick, then JANGO prepares to punch OBI-WAN. OBI-WAN blocks the attack and counterpunches. JANGO head butts OBI-WAN and he falls back onto the platform. As he slides to a stop the camera zooms in on his lightsaber. He gets to his feet, and JANGO fires his rocket pack and takes off again. As he flies forward he points his hand at OBI-WAN. He fires a wire, which wraps around OBI-WAN's outstretched hands. JANGO flies by just as OBI-WAN's lightsaber goes flying past him, and OBI-WAN is dragged off-camera by the wire. The lightsaber bounces on the platform to the perimeter. OBI-WAN hits the platform and is dragged along it. We see JANGO up ahead, pulling OBI-WAN along the platform. OBI-WAN struggles and does a roll maneuver, eventually tumbling behind a column. He gets to his feet, still holding the wire. He pulls with all his might, and JANGO falls to the platform, striking the perimeter. His rocket pack flies off his back, heads off into the distance, and strikes one of the city structures, exploding in a large fireball. JANGO crawls to his laser pistol. OBI-WAN charges, still connected to the wire, and JANGO scrambles to his feet. JANGO fires, just missing the leaping OBI-WAN, who delivers a kick to JANGO's chest. JANGO flies off and over the edge of the platform. OBI-WAN: (to self) Oh, not good. The wire yanks OBI-WAN off the platform. We see a long shot of him hitting the side of the structure. He looks to see where he is headed. JANGO extends his arm and a sharp object extends from it. He forces it into the side of the platform and sparks fly as he continues down towards the water. In a long shot, JANGO turns and slows as OBI-WAN catches up. Close up of OBI-WAN struggling. JANGO nearly comes to a stop as OBI-WAN passes him. OBI-WAN flies off the platform and heads down past camera. The wire pulls JANGO's arm forward, and OBI-WAN suddenly stops falling, hanging from the wire. JANGO struggles. The camera looks up at OBI-WAN swinging from the wire. JANGO struggles some more. We see his POV as his feet slip towards the edge. OBI-WAN is still swinging from the wire. JANGO pulls the arm with the wire towards his other hand, and pushes the release button. The wire releases and JANGO falls back. OBI-WAN falls down past camera again. We see a wide shot of OBI-WAN falling in the distance. He quickly unwraps the wire from his hands and throws one end, which wraps around a post and catches. OBI-WAN continues to fall, but finally comes to a stop. JANGO struggles some more, then we see his view over the edge and the water below. He rolls away from the edge and begins to climb. OBI- WAN continues to hang from the wire. He looks up. JANGO continues his slow climb towards the platform. OBI-WAN builds up some momentum by swinging, and leaps with a summersault onto a platform. He makes a hand gesture and a door opens. He runs in. JANGO has just reached the platform. He starts to head toward the ship. BOBA sees him from the window, and drops back down into the command seat. He lowers the controls and pushes a button. The doors to the platform open and OBI-WAN runs out again. The ship takes off with JANGO walking up the boarding ramp. The door of the ship strikes his helmet as he enters. OBI-WAN summons his lightsaber and ignites it, then pulls a small disk from his pocket. He throws the disk at the ship, and it lands on the hull and opens up. The ship raises up into the sky and heads off. OBI-WAN turns off his lightsaber. ***OBI-WAN is still shown, but the scene ends just before he turns off his lightsaber*** EXTERIOR: SPACE - TATOOINE The Naboo Starship heads toward the desert planet of Tatooine. EXTERIOR: TATOOINE, MOS ESPA - DAY The Naboo Starship comes in for a landing at one of several circular landing sites. The camera pans beyond the starship to an overhead view of several rickshaws, one leaving as another arrives. ANAKIN and PADMÉ ride a rickshaw through the streets, R2 rolling along behind them. They slow as humanoid creatures of all types walk along the street, and they eventually come to a stop. The driver says something in Huttese using a mechanical voice. ANAKIN exits the rickshaw and helps PADME down. PADME exits the frame. ANAKIN: (to the droid driver) Wait right there. DRIVER: Okey, okey. ANAKIN and PADMÉ walk over to WATTO. WATTO: (to droid) Da wanga! The droid chitters and wanders off. ANAKIN: (to WATTO) Chut-chut, Watto. WATTO looks up. ANAKIN: (in Huttese) Let me help you with that. ANAKIN lifts a piece of a droid from its place in front of WATTO WATTO: (in Huttese) What? What do you want? (as ANAKIN fiddles witht the droid piece) Wait! You're a Jedi. (view of WATTO, over ANAKIN's shoulder) Whatever it is, I didn't do it. WATTO loses control of his screwdriver and it flies into the air (with crazy sound effect), then falls onto his foot. WATTO exclaims and then rubs his foot, grunting. ANAKIN picks up another part of the droid, then looks at WATTO. ANAKIN: (in Huttese) I'm looking for Shmi Skywalker. WATTO studies ANAKIN as flies buzz around him. WATTO: Ani?...(thinks)...Little Ani? ANAKIN finishes with the droid and puts it back down, staring at WATTO. WATTO: (continuing) Nahhhh...(startles slightly)...You are Ani! It is you! (laughs as he flies up) Hey, ya sure sprouted, huh? Ha-weehoo-hoo! A Jedi...waddaya know? Uh-huh. Hmm. Hey...(looking around)...maybe you could help with some deadbeats who owe me a lot of money... ANAKIN: My mother. WATTO: Oh, yeah. Shmi...ahhh...she's not mine-a no more-a. I sold her. ANAKIN: You sold her? WATTO: Yeeeears ago. Sorry, Ani, but you know, business is business, uh. (chuckles) I sold her to a moisture farmer named, uh, Lars. Least I think it was Lars. Believe it or not, I heard he freed her, and married her. Can ya beat that, eh? (laughs) Yeah. ANAKIN: (considers) Do you know where they are now? WATTO: Ooooooh, long way from here...someplace over on the other side of Mos Eisley, I think, hmmm. ANAKIN: I'd like to know. WATTO considers for a brief moment. WATTO: Eh, sure...absolutely. (chuckles) Let's go look at my records, huh? Eh. (chuckles) Mmm. PADME follows WATTO and ANAKIN offscreen. EXTERIOR: TATOOINE, LANDSCAPE - SUNSET We see ANAKIN's POV as he moves across the landscape. We see ANAKIN riding the speeder bike, an intense look on his face. He moves in front of the setting sun. He continues towards a large stone archway, trailing dust. EXTERIOR: TATOOINE, DESERT, JAWA CAMP - TWILIGHT ANAKIN stands with a JAWA, who makes gestures and points off into the distance, then walks off. ANAKIN heads back to his bike. EXTERIOR: SPACE, GEONOSIS JANGO FETT'S ship appears, passes by camera, and heads towards the planet of GEONOSIS. OBI-WAN'S starfighter, attached to the hyperspace transport ring, appears and comes to a stop with GEONOSIS in the distance. His starfighter disengages from the ring and heads off towards the planet. The fighter moves towards camera with the transport ring in the distance. Inside JANGO's cockpit, a small blip shows up on the ship's scan screen. BOBA FETT: Dad! I think we've been tracked. JANGO FETT: He must have put a homing device on our hull. Hang on, son, we'll move into the asteroid field...and we'll have a couple of surprises for him. BOBA laughs. JANGO pushes a button. A door opens in the back of his ship and a charge moves into launch position. JANGO's ship moves past many asteroids. The charge is released. As the ship moves towards more asteroids the charge drifts by camera. R4 beeps in his hold in OBI- WAN's ship. OBI-WAN: Seismic charges...stand by. OBI-WAN flies among the asteroids as the charge floats towards one of the bigger asteroids, and then detonates with a large blue explosion. The shockwave rushes past camera. It chases OBI-WAN's fighter. OBI- WAN grimaces in the cockpit. R4 beeps some more. Another charge is released from JANGO's ship. It floats past camera towards OBI-WAN's ship. OBI-WAN rocks in the cockpit. Another blue explosion goes off and another shockwave heads towards camera. It smashes through several large asteroids as OBI-WAN flies past camera. He spins his fighter amongst the asteroid debris. The shockwave smashes more asteroids as OBI-WAN passes over camera. JANGO's scope shows OBI-WAN avoiding asteroids. JANGO FETT: He doesn't seem to take a hint, this guy. We see a view out the cockpit, over JANGO's shoulder, as he pilots the ship into the tunnel of a very large asteroid. OBI-WAN watches from his cockpit. His ship follows JANGO into the tunnel. OBI-WAN rocks in his cockpit. His ship maneuvers within the asteroid. BOBA FETT: Watch out! JANGO flies past camera towards the tunnel exit. He flies past camera out of the tunnel and around a large asteroid. OBI-WAN considers the situation in his cockpit. He flies past camera towards the tunnel exit. He shoots out of the tunnel back into the asteroid field. Suddenly JANGO's ship appears, chasing OBI-WAN. An alarm sounds in JANGO's cockpit as we see the shot over his shoulder out the cockpit again. BOBA FETT: (offscreen) Get him, Dad, get him! Fire! JANGO FETT's ship rushes towards camera, firing lasers. OBI-WAN: Oh, blast! This is why I hate flying! They fly among the asteroids, JANGO firing rapidly at OBI-WAN. OBI-WAN rocks in his cockpit. JANGO continues his pursuit, firing as he goes, and his lasers increase their rate of fire. OBI-WAN looks back, then forward. JANGO is almost right on top of OBI-WAN, still firing, as they go past camera. Several laser blasts fly past R4 and then a few strike the wing of the fighter. BOBA FETT: We got him! JANGO FETT: We'll just have to finish him. Another door opens on JANGO's ship and a tray of missiles slides out. A missile launches. OBI-WAN races past camera, pursued by the missile. They weave around the asteroids. OBI-WAN looks back then forward. They fly around and in one case through asteroids. OBI-WAN rocks in his cockpit. He flies around a large asteroid, chased by the missile. He looks back then forward again. The missile bobs and weaves as it chases OBI-WAN. OBI-WAN: R4, prepare to jettison the spare part canisters. R4: (beeps) The missile continues to chase OBI-WAN. OBI-WAN: Fire them now! R4: (beeps) Two doors open on OBI-WAN's ship and the spare parts float out. The missile heads directly for them. The missile detonates as OBI-WAN passes by camera. We see the explosion from JANGO's cockpit. The explosion also registers on his scope. JANGO FETT: Well we won't be seeing him again. BOBA FETT: (chuckles) JANGO's ship heads towards the planet. An asteroid floats into view, revealing OBI-WAN's ship clinging to the surface. EXTERIOR: GEONOSIS JANGO flies towards a group of FEDERATION STARSHIPS on the surface. He flies to a landing area and pulls up as a door in the ground opens. He descends and the door shuts. EXTERIOR: TATOOINE, CLIFF (FULL MOON) - NIGHT ANAKIN creeps to the edge of a cliff overlooking a Tusken camp down below. We see a shot of the camp from over his shoulder, then another closer view of the camp. ANAKIN drops off the edge of the cliff. EXTERIOR: TATOOINE, TUSKEN RAIDER CAMP (FULL MOON) - NIGHT In the camp, a DOG-LIKE CREATURE chews on a bone. A second creature grabs the bone and the two creatures struggle for it. ANAKIN moves out of the darkness and goes behind one of the huts. He moves quietly to another hut, takes out his lightsaber, and begins to cut into the wall of the hut. The two creatures fighting over the bone finally start attacking each other, and one of the two TUSKEN GUARDS turns his head to look. ANAKIN kicks in the piece of wall he has cut and enters the hut. INTERIOR: TUSKEN RAIDER HUT - NIGHT ANAKIN enters. SHMI hangs from a wooden frame. ANAKIN steps forward and we see a close up of his hand starting to free her hand. ANAKIN continues working on one hand then moves to her other hand. He pulls her free. ANAKIN: (as he brings her down) Mom...Mom... SHMI: Ani...? Ani...? Is it you...? ANAKIN: I'm here, Mom. You're safe. SHMI: Ani? Ani? Oh, you look so handsome. (ANAKIN kisses her hand) My son...oh, my grown-up son. I'm so proud of you, Ani. ANAKIN: I missed you. SHMI: Now I am complete. ANAKIN smiles slightly as he looks at her. SHMI: I love... ANAKIN: Stay with me, Mom. Everything's... SHMI: (makes a couple of unintelligible noises)...I...I love... ANAKIN watches her, his lip quivering. Her head falls back and she is dead. ANAKIN studies her, then looks away in disbelief. He looks back to her and closes her eyelids. He touches her neck. ANAKIN is looking down. When his eyes come up, his face is a mask of anger, and his lip quivers. EXTERIOR: TATOOINE, TUSKEN RAIDER CAMP, OASIS - DAWN An OLD TUSKEN WOMAN tends to a fire as another carries a pail of water. A TUSKEN CHILD and a DOG-LIKE CREATURE run by. The sound of a lightsaber igniting is heard and they all turn to look. ANAKIN slices off the heads of the two TUSKEN GUARDS outside the hut. Other TUSKEN GUARDS run at him, shouting. He looks up from the two dead guards, readies his lightsaber, and slashes off the head of the approaching guard. INTERIOR: JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON YODA is sitting on a circular seat, meditating. QUI-GON: (V.O.) Anakin! Anakin! UNKNOWN VOICE: (V.O.) Noooooo! ANAKIN: (V.O.) They're dead. ***This line is added from later in the movie*** The faint sound of DARTH VADER breathing is heard. ANAKIN: (V.O.) I killed them all ***Added from later in the movie*** MACE WINDU enters the room... ANAKIN: (V.O.) They're like animals. And I slaughtered them like animals! ***Added from later in the movie*** ...and sits down... ANAKIN: (V.0.) I hate them! ***Added from later in the movie*** ...legs crossed, hands on knees. YODA opens his eyes and looks to MACE. MACE WINDU: What is it? YODA: Pain. Suffering. Death, I feel. MACE looks down, lost in thought. YODA: Something terrible has happened...Young Skywalker is in pain. Terrible pain. EXTERIOR: SPACE, GEONOSIS OBI-WAN'S ship is still on the asteroid. OBI-WAN: Well, R4, I think we waited long enough. R4: (beeps) OBI-WAN'S fighter moves out from the back side of the asteroid and heads toward the planet. EXTERIOR: GEONOSIS OBI-WAN flies towards the FEDERATION STARSHIPS on the ground. We see the starships from his cockpit. OBI-WAN: There's an unusual concentration of Federation ships over there, R4. R4 beeps as they pass over the ships. OBI-WAN'S ship skims across the top of a small mesa along the edge of a rocky ridge. He comes to a stop and lands. The cockpit opens. OBI-WAN gets out of the fighter and walks onto the mesa. R4 beeps and OBI-WAN signals him to be quiet. OBI-WAN continues forward, and walks along a narrow ledge. EXTERIOR: TATOOINE, BLUFF OVERLOOKING HOMESTEAD - LATE DAY ANAKIN and PADME walk away from their ship, followed by R2. R2 whistles and beeps, causing ANAKIN and PADME to stop. PADMÉ: Stay with the ship, R2. R2 beeps agreement and ANAKIN and PADME start off again. R2 heads back to the ship. EXTERIOR: TATOOINE, DESERT, HOMESTEAD MOISTURE FARM – LATE DAY In a long shot, C-3PO is working outside the homestead as ANAKIN and PADME arrive. C3PO looks up. C-3PO: Oh, uh, hello. How might I be of service? I am See... ANAKIN: Threepio? C-3PO: Oh, um...the maker! Oh, Master Ani! I knew you would return, I knew it! And Miss Padmé. Oh my. PADMÉ: Hello, Threepio. C-3PO: Bless my circuits, I'm so pleased to see you both. ANAKIN: I've come to see my mother. C-3PO: Oh. Um, I think perhaps we'd better go indoors. 3PO walks off. EXTERIOR: TATOOINE, HOMESTEAD, COURTYARD - LATE DAY The camera pans down to reveal the LARS courtyard. C-3PO: (offscreen) Master Owen, might I present two most important visitors? ANAKIN and PADME approach OWEN LARS and BERU WHITESUN. ANAKIN: I'm Anakin Skywalker. OWEN: (looking them over) Owen Lars. This is my girlfriend, Beru. BERU: Hello. PADMÉ: I'm Padmé. OWEN: I guess I'm your stepbrother. I had a feeling you might show up some day. ANAKIN: Is my mother here? CLIEGG: (offscreen) No, she's not. CLIEGG LARS approaches on a floating chair. He extends a hand. CLIEGG: Cliegg Lars. (as they shake) Shmi is my wife...We should go inside. We have a lot to talk about. CLIEGG turns back. ANAKIN looks down, concerned. INTERIOR: TATOOINE, HOMESTEAD, KITCHEN - LATE DAY BERU pours red liquid into a glass. CLIEGG: (O.S.) It was just before dawn, they came out of nowhere. A hunting party of Tusken Raiders. BERU heads towards the dining area. INTERIOR: TATOOINE, HOMESTEAD, DINING AREA - LATE DAY CLIEGG: (offscreen, as BERU comes in) Your mother had gone out early, like she always did, to pick mushrooms that grow on the vaporators. From the tracks, she was about halfway home when they took her. (sighs) Those Tuskens walk like men, but they're vicious, mindless monsters. Thirty of us went out after her. Four of us came back. I'd be out there with them, but...after I lost my leg I just couldn't ride any more, until I heal. 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. CLIEGG: Your mother's dead, son. Accept it. ANAKIN shakes his head slightly. PADME looks at him with concern, then lowers her eyes. EXTERIOR: TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY ANAKIN stands outside. He crosses his arms. PADMÉ walks out of the homestead, then goes over to him. She continues offscreen and all we see of them are their shadows. ANAKIN: (offscreen) You're gonna have to stay here. These are good people, Padmé. You'll be safe. PADMÉ: Anakin... We see their shadows hug, then we see them hugging for real. ANAKIN walks towards OWEN'S speeder bike. ANAKIN: I won't be long. ANAKIN walks to the bike and swings onto it. He takes off across the desert as PADMÉ watches him go. EXTERIOR: TATOOINE, LANDSCAPE - SUNSET We see ANAKIN's POV as he moves across the landscape. We see ANAKIN riding the speeder bike, an intense look on his face. He moves in front of the setting sun. He continues towards a large stone archway, trailing dust. EXTERIOR: TATOOINE, DESERT, JAWA CAMP - TWILIGHT ANAKIN stands with a JAWA, who makes gestures and points off into the distance, then walks off. ANAKIN heads back to his bike. EXTERIOR: TATOOINE, DESERT, HOMESTEAD, MOISTURE FARM - MORNING ANAKIN rides the speeder bike up to the homestead. He dismounts as OWEN comes out of the homestead, followed by PADME, CLIEGG, and BERU. ANAKIN lifts the wrapped body of SHMI off the bike and walks forward with her. CLIEGG looks at ANAKIN, then down as ANAKIN passes by. ANAKIN continues to walk. OWEN and BERU look on as he passes. PADME watches him pass by. ANAKIN moves to enter the homestead. We see a wide shot of the homestead as the others start to head in as well. EXTERIOR: GEONOSIS, TOWER ENTRANCE - DAWN The camera pans down along a giant stone tower structure. OBI-WAN stands at the foot of it. He walks up some stairs and into an opening in the structure. INTERIOR: GEONOSIS, CORRIDORS - MORNING OBI-WAN enters a large corridor which appears to be formed from rock. He looks back towards the entrance, then forward again. He looks up and we see the tower walls stretching upward to great heights. OBI-WAN looks around, then continues on past a large lit window. We see OBI-WAN moving past the window in a wide shot. OBI-WAN approaches a balcony as the sound of machinery is heard. He looks down, and below him we see countless assembly lines and droids busy at work building BATTLE DROIDS. OBI-WAN takes one last look and moves back to the corridor. OBI-WAN moves down a narrow staircase. As a winged GEONOSIS WARRIOR flies by camera, we see a high shot of POGGLE THE LESSER (Archduke of Geonosis), his aide, RUNE, COUNT DOOKU, NUTE GUNRAY, PASSEL ARGENTE, and WAT TAMBOR, walking together. COUNT DOOKU: We must persuade the Commerce Guild and the Corporate Alliance to sign the treaty. NUTE GUNRAY: (as OBI-WAN looks on) What about the Senator from Naboo? Is she dead yet? I am not signing your treaty until I have her head on my desk. COUNT DOOKU: I am a man of my word, Viceroy. WAT TAMBOR: With these new Battle Droids we've built for you, you'll have the finest army in the galaxy. OBI-WAN, judging they are far enough ahead, moves to follow them. He comes up another staircase, then slowly moves to a balcony to eavesdrop. COUNT DOOKU: (offscreen) As I explained to you earlier, I am quite convinced that ten thousand more systems... INTERIOR: GEONOSIS, CONFERENCE ROOM - DAY They all sit around a conference table. COUNT DOOKU: (cont'd)...will rally to our cause with your support, gentlemen. SHU MAI: (in alien tongue) What you are proposing could be construed as treason. WAT TAMBOR: The Techno Union army...(electronic warbling, followed by WAT TAMBOR making an adjustment)...is at your disposal, Count. SAN HILL: The Banking Clan will sign your treaty. COUNT DOOKU: Good. Very good. Our friends from the Trade Federation have pledged their support, and when their battle droids are combined with yours, we shall have an army greater than any in the galaxy. The Jedi will be overwhelmed. (as OBI-WAN looks on) The Republic will agree to any demands we make. EXTERIOR: TATOOINE, CLIFF (FULL MOON) - NIGHT ANAKIN creeps to the edge of a cliff overlooking a Tusken camp down below. We see a shot of the camp from over his shoulder, then another closer view of the camp. ANAKIN drops off the edge of the cliff. EXTERIOR: TATOOINE, TUSKEN RAIDER CAMP (FULL MOON) - NIGHT In the camp, a DOG-LIKE CREATURE chews on a bone. A second creature grabs the bone and the two creatures struggle for it. ANAKIN moves out of the darkness and goes behind one of the huts. He moves quietly to another hut, takes out his lightsaber, and begins to cut into the wall of the hut. The two creatures fighting over the bone finally start attacking each other, and one of the two TUSKEN GUARDS turns his head to look. ANAKIN kicks in the piece of wall he has cut and enters the hut. INTERIOR: TUSKEN RAIDER HUT - NIGHT ANAKIN enters. SHMI hangs from a wooden frame. ANAKIN steps forward and we see a close up of his hand starting to free her hand. ANAKIN continues working on one hand then moves to her other hand. He pulls her free. ANAKIN: (as he brings her down) Mom...Mom... SHMI: Ani...? Ani...? Is it you...? ANAKIN: I'm here, Mom. You're safe. SHMI: Ani? Ani? Oh, you look so handsome. (ANAKIN kisses her hand) My son...oh, my grown-up son. I'm so proud of you, Ani. ANAKIN: I missed you. SHMI: Now I am complete. ANAKIN smiles slightly as he looks at her. SHMI: I love... ANAKIN: Stay with me, Mom. Everything's... SHMI: (makes a couple of unintelligible noises)...I...I love... ANAKIN watches her, his lip quivering. Her head falls back and she is dead. ANAKIN studies her, then looks away in disbelief. He looks back to her and closes her eyelids. He touches her neck. ANAKIN is looking down. When his eyes come up, his face is a mask of anger, and his lip quivers. EXTERIOR: TATOOINE, TUSKEN RAIDER CAMP, OASIS - DAWN An OLD TUSKEN WOMAN tends to a fire as another carries a pail of water. A TUSKEN CHILD and a DOG-LIKE CREATURE run by. The sound of a lightsaber igniting is heard and they all turn to look. ANAKIN slices off the heads of the two TUSKEN GUARDS outside the hut. Other TUSKEN GUARDS run at him, shouting. He looks up from the two dead guards, readies his lightsaber, and slashes off the head of the approaching guard. INTERIOR: JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON YODA is sitting on a circular seat, meditating. QUI-GON: (V.O.) Anakin! Anakin! UNKNOWN VOICE: (V.O.) Noooooo! The faint sound of DARTH VADER breathing is heard. MACE WINDU enters the room and sits down, legs crossed, hands on knees. YODA opens his eyes and looks to MACE. MACE WINDU: What is it? YODA: Pain. Suffering. Death, I feel. MACE looks down, lost in thought. YODA: Something terrible has happened...Young Skywalker is in pain. Terrible pain. EXTERIOR: GEONOSIS, LANDING AREA - DAY OBI-WAN works on a transmitter dish located behind R4. OBI-WAN: The transmitter is working, but we're not receiving a return signal. Coruscant's too far. R4, can you boost the power? R4: (beeps) OBI-WAN: We'll have to try something else. R4: (beeps) OBI-WAN jumps into the cockpit. OBI-WAN: Maybe we can contact Anakin on Naboo. It's much closer. R4: (beeps) OBI-WAN: (over view of cockpit display) Anakin, Anakin, do you copy? This is Obi-Wan Kenobi. Anakin? He's not on Naboo, R4. R4: (beeps) OBI-WAN: I'm going to try and widen the range...(sighs)...I do hope nothing's happened to him. A GEONOSIS WARRIOR spies OBI-WAN's starfighter from an overlooking cliff. It shakes its wings. OBI-WAN's cockpit display zooms in on a signal. OBI-WAN: That's Anakin's tracking signal all right, but it's coming from Tatooine. (getting out of cockpit) What in the blazes is he doing there? I told him to stay on Naboo. R4: (beeps) OBI-WAN: (looking around) We haven't got much time. Anakin? Anakin, do you copy? This is Obi-Wan Kenobi. EXTERIOR: TATOOINE, DESERT - MORNING Two small rodent-like creatures go about their business outside the Naboo starfighter. INTERIOR: COCKPIT, NABOO STARFIGHTER - MORNING In the ship, R2 receives the message. OBI-WAN: (V.O.)...(garbled)...(over close up of R2 working the controls)...retransmit this message...(as R2's dome rotates) ...(garbled)...(softly) Anakin...(garbled)...(shot of OBI-WAN's hologram)...(garbled)...has been knocked out...retransmit this message to Coruscant. R2 beeps and rotates his dome. EXTERIOR: TATOOINE, DESERT, HOMESTEAD, MOISTURE FARM - MORNING ANAKIN rides the speeder bike up to the homestead. He dismounts as OWEN comes out of the homestead, followed by PADME, CLIEGG, and BERU. ANAKIN lifts the wrapped body of SHMI off the bike and walks forward with her. CLIEGG looks at ANAKIN, then down as ANAKIN passes by. ANAKIN continues to walk. OWEN and BERU look on as he passes. PADME watches him pass by. ANAKIN moves to enter the homestead. We see a wide shot of the homestead as the others start to head in as well. INTERIOR: TATOOINE, HOMESTEAD, GARAGE - DAY PADMÉ comes in with a tray of food and a blue drink. ANAKIN is standing at a workbench, repairing a part of the speeder bike. PADMÉ: I brought you something. Are you hungry? ANAKIN does not look up from the bike part. ANAKIN: The shifter broke. Life seems so much simpler when you're fixing things. (as PADME puts down the tray) I'm good at fixing things...always was. But I couldn't...(stops working, finally looks at her) Why'd she have to die? (sighs) Why couldn't I save her? I know I could have! ANAKIN walks offscreen. He continues to walk away from PADME. PADMÉ: Sometimes there are things no one can fix. You're not all- powerful, Ani. ANAKIN: (angry) Well I should be! Someday I will be... I will be the most powerful Jedi ever! (turning back to her) I promise you, I will even learn to stop people from dying. PADMÉ: (concerned) Anakin... ANAKIN: (furious) It's all Obi-Wan's fault. He's jealous! He's holding me back! ANAKIN hurls the wrench across the garage. It clatters to the floor. He turns back away from PADME. PADMÉ stares at him. PADMÉ: What's wrong, Ani? ANAKIN: (gathering his thoughts) I...I killed them. I killed them all. They're dead, every single one of them... ANAKIN turns back to her. ANAKIN: ...and not just the men, but the women, and the children too. The camera zooms in on PADME. ANAKIN: (offscreen) They're like animals, and I slaughtered them like animals...I hate them! ANAKIN's lip quivers, then he turns away. He goes to the ground. PADME watches him. She sits by him. PADMÉ: To be angry is to be human. ANAKIN: (shaking his head at her) I'm a Jedi. I know I'm better than this. ANAKIN starts to cry softly and PADME puts her hand on the back of his neck. She strokes his head as he cries. EXTERIOR: TATOOINE, HOMESTEAD, GRAVESITE - DAY The camera pans down from the sky as Cliegg addresses SHMI's grave. CLIEGG: (offscreen) I know wherever you are it's become a better place. CLIEGG, OWEN, BERU, ANAKIN, PADME, and 3PO are lined up at the gravesite, with the homestead visible in the distance. CLIEGG: You were the most loving partner a man could ever have. Goodbye, my darling wife...And thank you. ANAKIN steps forward and kneels at his mother's grave. He picks up a handful of sand. He pauses before speaking. ANAKIN: I wasn't strong enough to save you, Mom. (as PADME watches) I wasn't strong enough. (shot of OWEN and BERU) But I promise, I won't fail again...(he stands up, and pauses again before speaking) I miss you...so much. R2 approaches from behind them. He beeps, and PADME and 3PO turn around. PADMÉ: R2? What are you doing here? R2 beeps. 3PO turns to PADME. C-3PO: It seems that he is carrying a message from an Obi-Wan Kenobi. Master Ani, does that name mean anything to you? R2: (beeps) INTERIOR: COCKPIT, NABOO STARSHIP - DAY ANAKIN and PADMÉ watch the holographic message from OBI-WAN in the cockpit of their ship. OBI-WAN: Anakin, my long range transmitter has been knocked out. Retransmit this message to Coruscant. PADMÉ turns, reaches over to a control board, and pushes a button to transmit the message. INTERIOR: CHANCELLOR'S OFFICE - DAY The message continues playing in the CHANCELLOR'S OFFICE. OBI-WAN: I have tracked the bounty hunter Jango Fett to the droid foundries on Geonosis. The members of the Jedi Council, various Senators, and CHANCELLOR PALPATINE watch the message. OBI-WAN: The Trade Federation is to take delivery of a droid army here, and it is clear that Viceroy Gunray... INTERIOR: COCKPIT, NABOO STARSHIP - DAY ANAKIN and PADMÉ continue to listen. OBI-WAN: ...is behind the assassination attempts on Senator Amidala. INTERIOR: CHANCELLOR'S OFFICE - DAY The Council members continue to listen to OBI-WAN. OBI-WAN: The Commerce Guilds and the Corporate Alliance have both pledged their armies to Count Dooku and are forming a...wait...(drawing lightsaber) wait! MACE WINDU watches. INTERIOR: COCKPIT, NABOO STARSHIP - DAY PADMÉ watches as OBI-WAN deflects laser bolts and is driven out of camera range, replaced by a destroyer droid. She looks to ANAKIN. ANAKIN is concerned. INTERIOR: CHANCELLOR'S OFFICE - DAY MACE WINDU drops his head. YODA turns to him. YODA: More happening on Geonosis, I feel, than has been revealed. MACE WINDU: I agree...(turning to offscreen hologram of ANAKIN)...Anakin... INTERIOR: COCKPIT, NABOO STARSHIP - DAY ANAKIN and PADMÉ watch a hologram of MACE WINDU. MACE WINDU: ...we will deal with Count Dooku. The most important thing for you is to stay where you are. Protect the Senator at all costs. That is your first priority. ANAKIN: Understood, Master. The hologram switches off. PADMÉ: They'll never get there in time to save him. They have to come halfway across the galaxy. Look... PADMÉ turns to the control panel. She presses a button. PADME: Geonosis is less than a parsec away. ANAKIN: If he's still alive. ANAKIN begins to walk away. PADMÉ: Ani, 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. PADMÉ: He gave you strict orders to protect me, and I'm going to help Obi-Wan. PADME turns back to the control panel and pushes a button, then turns back to ANAKIN. PADME: If you plan to protect me, you'll just have to come along. PADME pulls her chair up to the control panel and reaches for a control. ANAKIN smiles and heads for the other chair. R2: (beeps) 3PO: I'm not worried, R2...(sitting)...it's just I've never flown before. 3PO turns to face forward. EXTERIOR: TATOOINE, BLUFF OVERLOOKING HOMESTEAD - DAY The camera circles around the Naboo Starship as it rises from the bluff and zooms away. INTERIOR: CORUSCANT, CHANCELLOR'S OFFICE - DAY 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. ASK AAK: (in alien language) The debate is over. (as BAIL ORGANA turns to look) Now we need that clone army. BAIL ORGANA: Unfortunately, the debate is not over. The Senate will never approve the use of clones before the separatists attack. MAS AMEDDA: This is a crisis! The Senate must vote the Chancellor emergency powers. He can then approve the creation of an army. PALPATINE: But what Senator would have the courage to propose such a radical amendment? MAS AMEDDA: If only Senator Amidala were here. PALPATINE: (considering) Mmm. MAS AMEDDA looks out at JAR JAR BINKS. JAR JAR considers. EXTERIOR: GEONOSIS, TOWER STRUCTURE – DAY Flying GEONOSIS WARRIORS screech and circle a large structure. COUNT DOOKU approaches the entrance to a prison cell. As he passes by, a GEONOSIS GUARD stands at attention, then watches DOOKU go. INTERIOR: GEONOSIS, PRISON CELL - DAY A door opens and DOOKU enters. OBI-WAN is suspended in a force field, turning slowly as blue electric bolts restrain him. OBI-WAN: Traitor! COUNT DOOKU: Oh no, my friend. This is a mistake. A terrible mistake. They've gone too far. This is madness. OBI-WAN: I thought you were the leader here, Dooku. COUNT DOOKU: This had nothing to do with me, I assure you. I will petition immediately to have you set free. OBI-WAN: Well, I hope it doesn't take too long. I have work to do. COUNT DOOKU: May I ask why a Jedi Knight is all the way out here on Geonosis? OBI-WAN: I've been tracking a bounty hunter named Jango Fett. Do you know him? COUNT DOOKU: There are no bounty hunters here that I am aware of. The Geonosians don't trust them. OBI-WAN: Well, who can blame them? But he is here, I can assure you. COUNT DOOKU: It's a great pity that our paths have never crossed before, Obi-Wan. Qui-Gon always spoke very highly of you...(thinking)...I wish he were still alive. I could use his help right now. OBI-WAN: Qui-Gon Jinn would never join you. COUNT DOOKU: Don't be so sure, my young Jedi. You forget that he was once my apprentice just as you were once his. He knew all about the corruption in the Senate, but he would never have gone along with it if he had learned the truth as I have. OBI-WAN: The truth? COUNT DOOKU: The truth. OBI-WAN studies DOOKU. DOOKU watches OBI-WAN then turns to continue walking. He walks behind OBI-WAN as he goes on. COUNT DOOKU: What if I told you that the Republic was now under the control of the Dark Lord of the Sith? OBI-WAN: No, that's not possible. The Jedi would be aware of it. COUNT DOOKU: The dark side of the Force has clouded their vision, my friend. Hundreds of Senators are now under the influence of a Sith Lord called Darth Sidious. OBI-WAN: I don't believe you. COUNT DOOKU: The Viceroy of the Trade Federation was once in league with this Darth Sidious. But he was betrayed ten years ago by the Dark Lord. He came to me for help. He told me everything. You must join me, Obi-Wan, and together we will destroy the Sith. OBI-WAN: I will never join you, Dooku. COUNT DOOKU turns to leave. OBI-WAN watches him go. DOOKU stops at the door and turns back to OBI-WAN. COUNT DOOKU: It may be difficult to secure your release. DOOKU turns to go. EXTERIOR: CORUSCANT, SENATE BUILDING – EVENING Many people wander outside the SENATE BUILDING as ships fly in all directions overhead. INTERIOR: CORUSCANT, MAIN SENATE CHAMBER - EVENING MACE WINDU walks down an upper corridor towards the SENATE CHAMBER. JAR JAR: (offscreen) It's-a clear desa separatists made a pact wesa desa Federation du Trade. (sub) None of us wants a war, but I can see only one purpose for the droid army the separatists are building. MACE walks into the chamber, where YODA is watching the proceedings. JAR JAR: Senators, dellow felagates...in response to this direct threat to the Republic... (sub) War is here and we must act. I motion that we grant the Supreme Chancellor emergency authority to create an army for the Republic JAR JAR is giving a speech from a floating platform. CAPTAIN TYPHO sits behind him. JAR JAR: ...mesa propose that the Senate give immediately emergency powers to the Supreme Chancellor. JAR JAR bows his head as various senators start to shout. A chant of "Palpatine" is heard as JAR JAR smiles. Three aliens with long face appendages clap approval, and several AQUALISH SENATORS (walrus-like creatures) make arm movements and alien noises. MAS AMEDDA: (offscreen, over wider shot of delegates with two greenish pointy head aliens in foreground) Order! We shall have order! PALPATINE rises from his chair. PALPATINE: It is with great reluctance that I have agreed to this calling. I love democracy...I love the Republic. (as JAR JAR looks on) The power you give me I will lay down when this crisis has abated. The delegates applaud as the camera pans over a section of the senate assembly to look down on several RODIAN (GREEDO species) delegates. PALPATINE: And as my first act with this new authority, I will create a grand army of the Republic to counter the increasing threats of the separatists. The camera pulls back to reveal MACE and YODA discussing the situation from their vantage point near the top of the chamber. MACE: It is done, then. YODA: Hmmm. YODA looks out at the chamber. MACE rises. MACE: I will take what Jedi we have left and go to Geonosis and help Obi-Wan. YODA: Visit, I will, the cloners on Kamino, hmmm...and see this army they have created for the Republic. MACE nods and walks off. EXTERIOR: SPACE - GEONOSIS The Naboo Starship heads past camera towards the planet of Geonosis. EXTERIOR: GEONOSIS - DAY The ship maneuvers past rock formations towards three steam columns. PADME looks up from a control panel. PADMÉ: See those columns of steam straight ahead? They're exhaust vents of some type. ANAKIN: That'll do. ANAKIN works the controls. The ship heads down into one of the steam- filled openings. INTERIOR: COCKPIT, NABOO STARSHIP - DAY PADMÉ and ANAKIN get up from their chairs. PADMÉ: Look, whatever happens out there, follow my lead. I'm not interested in getting into a war here. As a member of the Senate, maybe I can find a diplomatic solution to this mess. ANAKIN: (as PADME walks off) Don't worry. I've given up trying to argue with you. ANAKIN walks off, past 3PO. R2 whistles and 3PO looks at him. R2 beeps and looks back. C-3PO: My obtuse little friend. If they had needed our help, they would have asked for it, hmmm? You obviously have a great deal to learn about human behavior. R2: (beeps) EXTERIOR: GEONOSIS, LANDIND PLATFORM – DAY PADME and ANAKIN walk away from the ship through the steam. They come to a strange looking door. ANAKIN presses a button and they step back as the door opens. They go through the doorway. INTERIOR: GEONOSIS, CORRIDORS - DAY ANAKIN and PADMÉ enter through the door and look back briefly as the door closes. They move off past camera. INTERIOR: COCKPIT, NABOO STARSHIP - DAY R2 is standing in front of a control panel. R2: (beeps) C-3PO: For a mechanic, you seem to do an excessive amount of thinking. R2: (beeps) C-3PO: I am programmed to understand humans! R2: (beeps) C-3PO: What does that mean? Oh! That means I am in charge here! R2: (brief noise) C-3PO: Hey...(as R2 moves off)...where are you going now? R2: (beeps) C-3PO: You don't know what's out there. Have you no sense at all? R2: (beeps from outside the door) C-3PO: (as he follows R2 out the door) Oh, idiot! EXTERIOR: GEONOSIS, LANDIND PLATFORM – DAY R2 is already moving away from the ship as 3PO comes down the ramp. C-3PO: Please wait. R2: (beeps) C-3PO: Do you know where you're going? INTERIOR: GEONOSIS, CORRIDORS - DAY ANAKIN and PADMÉ walk down a long corridor lined with mysterious shapes. The GEONOSIAN WARRIORS concealed in the walls come to life. ANAKIN and PADME slow down as they sense the danger. ANAKIN: Wait. A few of the creatures climb out of the walls. As PADME looks with concern at ANAKIN, there is a loud squawking. ANAKIN ignites his lightsaber and cuts down one of the creatures as PADME runs forward. ANAKIN spins his lightsaber in circles and cuts down another creature, then forces pushes two more over as a door opens in the distance. The creatures pour out of the doorway, startling C-3PO and R2-D2. C-3PO: Oh my. Oh, oh, oh! ANAKIN downs another creature, then runs forward. As the far door opens and PADME races through, ANAKIN takes out one of the creatures, kicks a second, then slices it in half. He turns off his lightsaber and runs to join PADME. INTERIOR: GEONOSIS, DROID FACTORY - DAY PADME stands at the edge of a very short walkway in the DROID FACTORY as ANAKIN reaches her. Suddenly the door behind them closes and the walkway retracts into the wall. PADME falls with a brief scream. ANAKIN: Padmé! PADME lands on a conveyor belt filled with yellow glowing slabs. ANAKIN hangs from the door above. PADME gets to her feet as the conveyor belt moves her along. ANAKIN lets go of the door and lands on the conveyor belt as he ignites his lightsaber. He cuts down a GEONOSIAN WARRIOR, then attacks another. It falls back onto a yellow slab and is stamped by a machinery arm. ANAKIN cuts a creature in half. Another lands further down the conveyor belt and fires a strange green energy cannon. The energy ball flies by ANAKIN as he rolls out of the way, then comes back up to his feet. He whirls his lightsaber and the GEONOSIAN is sliced in two. PADME, still riding the conveyor belt, looks ahead with alarm. She is approaching a large stamping machine. She continues to look, and the machine stamps another set of plates. She runs forward, and past the first machine. She dodges to the side, gathers herself, and darts past the second machine. We see her from above as she just barely makes it before the plates are stamped. She looks back, then forward again. She races past the third stamping machine. The machine stamps a set of plates in the distance behind her as she stops briefly, dodges to the side, and runs past camera. She runs under a steam vent, leaps a machine arm, and runs past a larger steam vent and past camera again. ANAKIN spins his lightsaber and kills a GEONOSIAN WARRIOR. He turns to kill another just in front of camera, then takes a few steps and drops off the conveyor belt. He lands on another conveyor belt, and turns to look behind him, lightsaber still ignited. He turns back forward as the belt moves him past camera. The door high above the factory opens again and C-3PO appears. C-3PO: Oh my goodness! Shut me down. Machines making machines. (as R2 approaches) Huh, how perverse! R2 bumps into 3PO from behind. C-3PO: Oooh! Oh! Calm down R2. R2: (beeps and backs up) C-3PO: I almost fell! R2 moves forward and bumps him again. C-3PO: You'll get your chance at... 3PO falls with a long yell. A gigantic FACTORY DROID flies along just in time to catch 3PO on top of the large piece of equipment it carries. He tumbles and just barely hangs on to the edge. C-3PO: Oh! I'm scrap. The DROID grabs him by the head and picks him off the large piece of equipment, then drops him, but 3PO grabs onto its wrist. C-3PO: It's a nightmare! The DROID shakes its arm in an attempt to dislodge 3-PO. It removes him from the one wrist with the other hand and dangles him from his feet. C-3PO: Oh, I want to go home. The DROID drops 3PO and he falls with another yell. He lands with a grunt on a conveyor belt. C-3PO: Oh, what did I do to deserve this? Still at the door, R2 beeps. A small port opens at his side and a rocket engine moves into position. The jets ignite and he flies with a whistle away from the door and off into the factory. Meanwhile, ANAKIN ducks a machine arm and cuts another arm in half, then leaps over a jet of fire. He maneuvers down the conveyor belt, taking another swing at a machine and ducking another arm. A GEONOSIAN WARRIOR swoops down and lands right next to PADME. They wrestle each other for a bit, we see a close up of their struggle, then PADME is forced off the belt and falls with a yell into a large circular container. We see her from above as a giant arm grabs the container and moves it along a track. PADME struggles in the container. The container moves along with several others towards the factory foundry. R2 flies after her. C-3PO stands on a conveyor belt alongside a line of nearly completed BATTLE DROIDS. C-3PO: Hmm. I wonder what happened to poor little R2. He's always getting himself into trouble. 3PO's head is separated from his body and lands in a rack of BATTLE DROID heads. C-3PO HEAD: Oh no! His headless body walks off the conveyor belt and towards the line of BATTLE DROIDS. His body pushes its way into the line just as a BATTLE DROID behind it gets a head installed. The line moves back, and a BATTLE DROID head is installed on 3-PO's body. BATTLE DROID HEAD: Uh-oh. A machine arm grabs 3PO's head. C-3PO HEAD: Ooh! His head is installed on a BATTLE DROID body. C-3PO HEAD: I'm so confused. A GEONOSIAN WARRIOR fires two green energy blasts from its cannon. ANAKIN ducks out of the way and reaches out with the force. A hanging row of droid parts is pulled from a rack and slams into two WARRIORS. ANAKIN makes another gesture, and a part on the conveyor belt flies off and takes out two more WARRIORS. ANAKIN looks up, and leaps. He does a somersault up to a higher conveyor belt, where he takes a swing at a machine arm. The arm moves in towards camera, and he only has time to look with surprise as the arm comes right in at the camera. It smacks him in the face, knocking him back onto the conveyor belt and turning off his lightsaber. Suddenly his hand is trapped under a stamping machine. The machine pulls back up and his hand is trapped by a metal stamped part. Welding arms come in and weld the part. He struggles to release his hand. We see another welding arm doing its job as he continues to struggle. The camera pans out from a still-trapped PADME to show the line of circular containers again. One of the containers stops under a nozzle, which extends down as a yellow glow appears in the container. A boiling hot yellow liquid is released into the container. PADME continues to struggle. R2 flies on, high above the line of containers. He comes in for a landing, turns off his jets, and rolls over to a control panel. ANAKIN is still trapped and more welding is happening. He struggles for a moment more, then turns to look ahead. He is approaching several stamping machines. PADME still struggles. We see a view from the bottom of a container as the nozzle swings into place, opens, and releases the hot liquid. Now from above we see the liquid fill the container. Quick zoom to PADME, still struggling. The nozzle moves back and the line of containers advances again. PADME is panicked. Another view from the bottom of a container as the nozzle swings into place and opens yet again. R2 beeps and inserts a tool into the control panel. The nozzle closes back down. PADME backs away from the container wall and looks around, puzzled. R2 works the controls some more, beeping as he works, and the giant arm holding the container releases. The container holding PADME drops like a rock, lands on the floor below, and pitches over. PADME rolls out onto the floor. The giant stamping machines slam into the conveyor belt. ANAKIN looks concerned. More stamping. More concern from ANAKIN. He moves out of the way as one of the machines comes down right in front of him. He rolls forward and the machine stamps the part his hand is trapped in. He looks at the part as another machine does some more welding on the part. He looks forward, then rolls back as another machine slams down just in front of him. He rolls back again, then forward as the machine slams down again on the part where he is trapped. Part of his lightsaber flies backwards, bounces off the conveyor belt, and is stamped by one of the machines. ANAKIN rolls forward, and finally pulls his hand free. He gets to his feet and prepares to strike, but notices his lightsaber has been cut in half and is sparking. The camera pans from the lightsaber to his distraught expression. ANAKIN: Huh...not again...Obi-Wan's gonna kill me. Two GEONOSIAN WARRIORS land by PADME and advance. Several other WARRIORS move in while others watch from a short distance back. DESTROYER DROIDS roll up the conveyor belt and unfold as JANGO FETT lands on the belt and draws his laser pistol. JANGO FETT: (to ANAKIN) Don't move, Jedi! (to DROIDS) Take him away. ANAKIN, breathing heavily, lowers his useless weapon. Another DESTROYER DROID rolls up as the others advance on him. EXTERIOR: GEONOSIS – DAY Two GEONOSIAN WARRIORS fly over the bleak landscape. EXTERIOR: GEONOSIS, EXECUTION ARENEA – DAY Many GEONOSIAN WARRIORS fly around the arena. INTERIOR: GEONOSIS, TUNNEL TO EXECUTION ARENA - DAY In the gloomy tunnel, ANAKIN and PADMÉ stand in an open cart. A GEONOSIAN WARRIOR checks the tether connecting a pack animal to the cart. ANAKIN turns to PADME. ANAKIN: Don't be afraid. PADMÉ: I'm not afraid to die. ANAKIN studies PADME. She continues to look at him. PADME: I've been dying a little bit each day since you came back into my life. ANAKIN: What are you talking about? PADMÉ: I love you. ANAKIN can hardly believe what he has heard. ANAKIN: You love me? (looks away) I thought that we had decided not to fall in love...that we would be forced to live a lie...and that it would destroy our lives. PADMÉ: I think our lives are about to be destroyed anyway. ANAKIN continues to look at her. PADME: I truly...deeply...love you...and before we die I want you to know. They kiss. A WARRIOR gets onto the cart and makes a noise. Another WARRIOR nearby hops back and the pack animal starts into the arena. ANAKIN and PADME pull away from each other slightly as they are pulled towards the opening to the arena. They look out at the assembled mass of GEONOSIANS. The camera pans to reveal the stadium, full of cheering spectators. EXTERIOR: GEONOSIS, EXECUTION ARENA - DAY The camera moves past the gathered GEONOSIANS as the tiny form of the cart carrying ANAKIN and PADME can be seen in distance. The pack animal pulls the cart past OBI-WAN, who is chained to a large column. OBI-WAN watches them go by. As ANAKIN and PADME move past, ANAKIN turns his head slightly to look back at OBI-WAN. The crowd cheers. OBI-WAN looks around. PADME steps off the cart. She pulls a small wire from her handcuffs and hides it in her mouth, then stands with her back against another column. ANAKIN steps off the cart and walks towards a third column. OBI-WAN: I was beginning to wonder if you'd got my message. ANAKIN: I retransmitted it just as you had requested, Master...(as he is forced against the column)...then we decided to come and rescue you. OBI-WAN looks up at the chain restraining him. OBI-WAN: Good job! ANAKIN looks shamed as the WARRIOR flies upward with a chain, forcing ANAKIN's arms up. The WARRIOR moves towards the top of the post in order to secure the chain to a hook. There is a loud cheer from the arena as POGGLE THE LESSER, COUNT DOOKU, NUTE GUNRAY, RUNE, and JANGO and BOBA FETT move forward into their viewing area. POGGLE: (in Geonosian) Settle down. Settle down. PADME, ANAKIN, and OBI-WAN stand chained at the large posts. POGGLE: (in Geonosian) Let the executions begin! As the crowd cheers, three gates in the distance begin to open. From one gate a REEK (a bull-like creature) slowly makes its way into the arena. It sniffs at the air, and then gives out a great roar. The assembled mass of GEONOSIANS cheer. The next creature out of a gate is an ACKLAY (a kind of dino-lobster). A GEONOSIAN GUARD riding an ORRAY jabs the ACKLAY with a spear. The ACKLAY backs off, screeching in pain, then lunges briefly at the GEONOSIAN GUARD, causing the ORRAY to back off and roar back. The ACKLAY moves forward towards and above camera. The last animal to enter the arena is a NEXU (a lion-like creature), which leaps through the gate. Another GEONOSIAN GUARD on an ORRAY zaps the NEXU with a spear, and the NEXU attacks the GUARD, knocking him off the ORRAY, sinking its teeth into him, and then dragging him off camera as another couple of GUARDS jump down to guard the gate. ANAKIN: (as PADME works on her handcuffs in the background) I've got a bad feeling about this. One of the GEONOSIAN guards jumps on the ORRAY and rides off as the other GUARD continues to guard the gate. The three creatures are herded forward by the GEONOSIAN GUARDS. POGGLE gestures to the crowd as DOOKU, NUTE, and RUNE step forward to watch. The GUARDS continue to herd (in order closest to camera) the ACKLAY, the REEK, and the NEXU. The ACKLAY screeches. OBI-WAN watches from his column. The ACKLAY continues forward and a GUARD zaps it with his spear. The ACKLAY snarls at the GUARD. ANAKIN looks concerned. We see a long shot of the three creatures approaching the four columns. PADME frees one of her hands and puts the wire away. OBI-WAN: (to ANAKIN) Just relax. Concentrate. ANAKIN: (as PADME begins to climb her column) What about Padmé? OBI-WAN: She seems to be on top of things. ANAKIN looks up. PADME has reached the top of the column and pulls herself up. The ACKLAY advances and prepares to attack. OBI-WAN readies himself, and avoids the ACKLAY's foreleg. He spins around and the ACKLAY's next attack smashes into the chain, freeing OBI-WAN. OBI- WAN finishes his spin and faces the ACKLAY. He dodges one way as the ACKLAY attacks, then dodges the other way. A GUARD zaps the REEK, which bellows and then charges past camera. It continues forward with thundering hoofs. ANAKIN readies himself and then leaps upward, performing a flip as the REEK slams into his column. He lands on the REEK's back. ANAKIN wraps his chain around the REEK's horn. The REEK yanks its head to the side and the chain breaks free of the column. POGGLE and the others watch from high above. The NEXU roars and attempts to scale PADMÉ's column. PADME swings the free end of her chain at the NEXU and it falls down the column a bit. She takes another swing at the NEXU, and it claws at her back, removing some of her shirt. She screams in pain from the top of the column. The NEXU jumps down off the column to the floor of the arena below. NUTE GUNRAY, standing by DOOKU and POGGLE, chuckles triumphantly. The ACKLAY slams its forelegs into the ground and screeches at the camera. OBI-WAN rolls along the ground to avoid the ACKLAY's attacks. The ACKLAY towers over the camera as it continues pounding the ground. OBI-WAN continues to roll away from the attacks. The ACKLAY attacks again from over camera. Overhead shot of OBI-WAN rolling past a column and the ACKLAY misses again. BOBA, POGGLE, and JANGO look on. ANAKIN struggles on the galloping REEK as two GEONOSIAN GUARDS ride with him. ANAKIN is pitched off the REEK and it drags him along the ground by his chain. PADME stands on her column again. The NEXU moves upward. PADME leaps from the column, swings from her chain, and kicks the NEXU. It falls in a heap to the ground. NUTE GUNRAY: She can't do that. Shoot her...or something! PADME hangs from the chain for a moment, then begins to climb back up the column. The NEXU slowly gets to its feet, turns around, and snarls a bit. The ACKLAY charges and slams into one of the columns, toppling it. OBI-WAN rolls out of the way just as it crashes to the ground. He gets to his feet and stares at the ACKLAY, which screeches at him. In a long shot, OBI-WAN starts to run as the ACKLAY gives chase. The REEK, still dragging ANAKIN, comes to a stop. In an overhead shot we see a GEONOSIAN guard charge OBI-WAN with an extended spear. OBI-WAN grabs the spear and flings the GUARD off its mount. The GUARD crashes to the ground. The REEK whips its head around. ANAKIN approaches slowly, with hand extended. The NEXU paces at the base of PADME's column. PADME pulls the wire back out and works at the other handcuff. OBI-WAN swings the spear and it smacks the GEONOSIAN GUARD in the head. OBI-WAN flips the spear into position and then backs off as the ACKLAY moves in and stabs the GUARD with a claw. The REEK gives a low growl at the camera. ANAKIN, still approaching slowly with extended hand, takes a deep breath. He leaps high into the air...and lands on the REEK again. It tries to buck him off. ANAKIN swings his chain in the air, and wraps it around the REEK's neck. The camera moves in and jerks around. The REEK struggles a bit more and then takes off as two GEONOSIAN GUARDS pursue. The crowd of GEONOSIANS cheers. The ACKLAY takes a couple swipes at OBI-WAN, and OBI-WAN moves forward with a few spear thrusts. The ACKLAY goes back onto its hind legs and threatens with its forelegs. We see a close-up of OBI-WAN as he dodges a claw thrust, a second, and then he jabs with the spear as a third attack comes. He takes a quick swing with the other end of the spear. The ACKLAY drives its claws into the ground, scattering dirt. PADME unlocks the other handcuff and takes a breath. The NEXU turns to look, and the REEK slams into it with its horn, then gives it a small nudge with its horn. ANAKIN: Jump! PADME stands on the column, then jumps off. She lands on the REEK behind ANAKIN, and gives him a quick kiss. ANAKIN whips the chains to the side and the REEK takes off again. OBI-WAN takes aim and hurls his spear into the ACKLAY. He looks at it with satisfaction. The ACKLAY grabs the spear with its mouth and pulls it out of its side, then snaps it in two with its teeth. OBI-WAN is startled and then runs off camera. The GEONOSIANS cheer. One of the crowd stands, points, and says something in its alien dialect. OBI-WAN runs toward camera as a GEONOSIAN GUARD engages the ACKLAY. OBI-WAN runs up to the REEK and leaps on. He settles in behind PADME. NUTE GUNRAY: This isn't how it's supposed to be! Jango...(JANGO turns to look)...finish her off! COUNT DOOKU: (holding out his hand) Patience, Viceroy, patience, she will die. DOOKU turns back to the action. A DESTROYER DROID rolls out of a tunnel into the arena, followed by several more. They roll towards the REEK. ANAKIN looks on with concern as PADME looks over his shoulder. Two DESTROYER DROIDS unfold and take aim. In an overhead shot we see the REEK surrounded by seven DESTROYER DROIDS. DOOKU looks on with JANGO behind him. INTERIOR: GEONOSIS, EXECUTION ARENA, HALLWAY - DAY A robed jedi, only seen from the knees down, walks along a corridor. He pauses. The camera reveals MACE WINDU from behind, and over his shoulder we see NUTE, DOOKU, POGGLE, and JANGO watching from their viewing area. MACE starts towards them. EXTERIOR: GEONOSIS, EXECUTION ARENA - DAY ANAKIN, PADME, and OBI-WAN are still on the REEK, surrounded by DESTROYER DROIDS. The lead DROID advances and ANAKIN moves the REEK back slowly. AS JANGO and BOBA watch the proceedings, MACE's purple lightsaber suddenly ignites and is put up against JANGO's throat. DOOKU turns to face MACE. COUNT DOOKU: Master Windu, how pleasant of you to join us. MACE WINDU: This party's over. A green lightsaber is ignited in front of camera and three JEDI a bit further out, PLO KOON, KI-ADI-MUNDI and AAYLA SECURA, turn on their lightsabers as well. SHAAK TI and LUMINARA UNDULI ignite their lightsabers. KIT FISTO and PABLO-JILL do the same. BARRISS OFFEE and AGEN KOLAR follow suit. BULTAR SWAN and COLEMAN TREBOR light their sabers. ANAKIN, PADME, and OBI-WAN watch. COUNT DOOKU: (to Mace Windu) Brave, but uh, foolish, my old Jedi friend. You're impossibly outnumbered. MACE WINDU: (scoffs) I don't think so. COUNT DOOKU: We'll see. MACE looks to the hallway. INTERIOR: GEONOSIS, EXECUTION ARENA, HALLWAY - DAY In the distance, MACE twirls his lightsaber and the others move away as SUPER BATTLE DROIDS move past camera down the hallway. They advance towards camera and begin to fire. Close up of MACE deflecting the shots with his lightsaber. JANGO fires his flamethrower at MACE. MACE leaps up out of frame as the fire goes past him. Wide shot of JANGO continuing to fire the flamethrower. MACE flies through the air, deflecting laser bolts, and falls towards the arena floor below. He lands, removes his cape, and deflects a shot as BATTLE DROIDS approach in the distance. The GEONOSIAN spectators fly up from their seats into the air. BATTLE DROIDS run towards the middle of the arena and the camera pans to reveal a group of JEDI running to face them. The JEDI reach the BATTLE DROIDS and begin to cut them down. Two JEDI toss lightsabers. ANAKIN and OBI-WAN catch the lightsabers and ignite them. ANAKIN cuts OBI-WAN's handcuffs. On a walkway above the arena floor, a JEDI jumps in front of two BATTLE DROIDS and cuts them both down. We see a high shot of the arena as the GEONOSIAN spectators fly up past camera. BATTLE DROIDS march forward, including the C3PO body with a BATTLE DROID head. BATTLE DROID HEAD: My legs aren't moving. I must need maintenance. A giant cannon is fired by a GEONOSIAN WARRIOR. A large green energy field forces a JEDI off his feet and into one of the columns. The impact knocks over several other JEDI, and the REEK bucks ANAKIN, PADME, and OBI-WAN off its back. They tumble to the ground, ANAKIN and OBI-WAN deflect laser bolts, and PADME crawls to a laser blaster and begins firing. She hits a GEONOSIAN WARRIOR in a cart pulled by a pack animal, then runs after the cart. ANAKIN cuts down a BATTLE DROID, then looks over. PADME climbs onto the pack animal and the remaining GEONOSIAN WARRIOR in the cart flies off. A BATTLE DROID fires. OBI- WAN cuts down a BATTLE DROID then faces another. He spins his lightsaber and takes out two more DROIDS. ANAKIN runs towards camera. He leaps into the cart as it races past camera. PADME fires her laser blaster. JEDI run through a mass of exploding BATTLE DROIDS. Close up of ANAKIN deflecting a few laser bolts. We see his view as he cuts down two DROIDS. Then a long shot from above as he deflects more shots. A JEDI leaps over the fallen column and takes out a BATTLE DROID. AGEN KOLAR delivers a roundhouse kick to a GEONOSIAN WARRIOR. BOBA FETT leans forward, watching. SUPER BATTLE DROIDS lead another group of BATTLE DROIDS into the arena. One has C3PO's head. C3PO: What's all this noise? Ah, a battle! Oh, there's been some terrible mistake! I'm programmed for etiquette, not destruction! MACE WINDU deflects several laser bolts and spins around. He leaps as a BATTLE DROID approaches. He does a summersault high in the air and lands on the other side of the BATTLE DROID. The DROID turns as MACE runs in the other direction, and fires a shot. Without stopping, MACE takes a swing and deflects the bolt. It hits the DROID and knocks it over. MACE and OBI-WAN come together and stand back-to-back. They look around and deflect laser blasts. C3PO's body, with BATTLE DROID head still attached, fires a few shots. A JEDI advances while deflecting the shots. The DROID continues to fire. The JEDI still moves forward while deflecting the shots. A shot strikes the BATTLE DROID head and it flies off C3PO's body. His body falls over. COLEMAN TREBOR lands just to the side of COUNT DOOKU. DOOKU turns and TREBOR ignites his lightsaber. Suddenly he is forced to deflect laser bolts from the side. JANGO FETT is firing at him. TREBOR is hit twice and falls off the ledge towards the arena floor below. DOOKU turns back to the battle as JANGO spins his pistol in his hand and puts it back in his holster. MACE and OBI-WAN are still back-to-back as other JEDI also take on the BATTLE DROIDS. We see a quick close up of MACE and OBI-WAN fighting, then the REEK charges past camera. It knocks OBI-WAN aside and chases MACE. MACE runs toward camera with the REEK in hot pursuit. Suddenly JANGO flies off, leaving DOOKU standing with a SUPER BATTLE DROID. MACE takes a swing behind him and hits the REEK just as the REEK knocks him off his feet. His lightsaber tumbles to the ground. JANGO lands on the arena floor. MACE rolls to a kneeling position. JANGO lunges for MACE's lightsaber but it flies to MACE, who catches it and ignites it. The REEK roars and JANGO looks up at it. The REEK charges, and gores JANGO. He lands on the arena floor, then rolls as the REEK runs over him. The REEK goes on past JANGO off camera as he comes to a stop. The REEK slides to a stop, paws the ground, and charges again. JANGO stands, laser pistol in hand. The REEK gores a BATTLE DROID out of the way and charges the camera. JANGO aims and fires. The blast hits the REEK and it slides forward on the ground as JANGO dives out of the way. The REEK lies dead just in front of camera. A JEDI leaps over the fallen column and takes out a BATTLE DROID. AGEN KOLAR delivers a roundhouse kick to a GEONOSIAN WARRIOR. JANGO stands, turns, and fires again. MACE is charging, deflecting the blasts with his lightsaber. We see a shot of MACE coming on towards JANGO as the rest of the battle continues beyond them, a quick shot of MACE still coming on, then MACE slashes JANGO's weapon. He swings again and JANGO's head flies off. His helmet lands on the ground, and his lifeless body topples over. DOOKU is startled. MACE looks from DOOKU to the body. BOBA is in shock. The giant cannon fires again. There is an explosion of dirt as JEDI run past camera. C3PO HEAD: (on BATTLE DROID body) Die, Jedi dogs! Oh! What did I say? Two laser blasts narrowly miss NUTE and RUNE in the viewing area. A JEDI fights very close to camera as many others fight behind him. A young JEDI takes out a GEONOSIAN warrior and says "Haaa!" Another JEDI takes out a BATTLE DROID. Yet another JEDI delivers a jumping kick to a BATTLE DROID's head. KIT FISTO advances and deflects a laser blast, looking towards C3PO's HEAD. C3PO's HEAD: (firing) Oh dear. I'm terribly sorry about all this. KIT FISTO uses a force push, and the BATTLE DROID BODY with C3PO's HEAD falls to the ground. The DROID's laser rifle fires and a SUPER BATTLE DROID falls onto the BATTLE DROID BODY. KIT FISTO smiles. C3PO's HEAD: Excuse me. I'm trapped. I can't get up. The camera races towards a firing DESTROYER DROID. A laser blast strikes the pack animal and PADME and ANAKIN go flying off. They roll to a stop, get to their feet, and retreat to the partial cover of the overturned cart. A BATTLE DROID and a SUPER BATTLE DROID advance and fire on them. PADME fires and ANAKIN deflects a laser blast. The SUPER BATTLE DROID is hit in the arm. ANAKIN: You call this a diplomatic solution? PADMÉ: No, I call it aggressive negotiations. ANAKIN smiles at her and they turn back to the fight. OBI-WAN advances, deflecting laser bolts with his twirling lightsaber. The ACKLAY is coming up behind him. BATTLE DROID 1: Uh-oh. BATTLE DROID 2: Roger roger. OBI-WAN stops. The ACKLAY growls and he turns to see it. The ACKLAY raises up high over camera and screeches. OBI-WAN looks up at it, and moves forward past camera. He continues forward and cuts off one of its feet. He takes another swing. Another foot is sliced off. The ACKLAY looms high above the camera, then falls to the ground. OBI-WAN takes a great swing and strikes the ACKLAY again. He spins his lightsaber, first in the same shot, then in a close-up, and drives his lightsaber into the beast. C3PO's HEAD is still attached to the trapped BATTLE DROID BODY. R2D2 approaches and beeps. C-3PO's HEAD: R2, what are you doing here? R2 turns around, and a rear hatch opens. A suction device on a cable extends out and attaches to C3PO's HEAD. C-3PO's HEAD: What are you doing? (as R2 pulls) Oh stop that! You're going to strain something. My neck! C-3PO's HEAD detaches from the BATTLE DROID BODY and R2 drags it off camera. R2 continues to drag C-3PO's HEAD. C-3PO's HEAD: Oh, now where are you taking me? R2: (beeps) C-3PO's HEAD: Oh, this is such a drag. BATTLE DROIDS and SUPER BATTLE DROIDS move forward. A group of JEDI is being forced backwards and several are hit and fall to the ground. R2 approaches C-3PO's BODY. C-3PO's HEAD: Oh, I'm quite beside myself. The camera pans past a couple of BATTLE DROIDS as in the distance a few JEDI struggle against the overwhelming number of DROIDS. OBI-WAN is driven back as he deflects laser blasts. A BATTLE DROID is hit by a laser bolt, and a SUPER BATTLE DROID pauses firing briefly to knock it aside, then continues firing. ANAKIN and PADME keep fighting. C-3PO: (as R2 works on his neck) R2, please be careful! You're singeing my circuits. R2: (beeps) C-3PO: Yes, but is my head on straight? DOOKU and the others approach the edge of the viewing area. The remaining JEDI are in a circle, defending themselves against a slowly closing sphere of DROIDS. DOOKU makes a signal. SUPER BATTLE DROIDS stop their advance and pull back their weapons. ANAKIN lowers his guard as PADME looks out at the DROIDS. MACE and the other JEDI lower their lightsabers. OBI-WAN checks on a fallen JEDI, then stands and takes a few steps. DOOKU: (offscreen) Master Windu, you have fought gallantly...worthy of recognition in the archives of the Jedi order. A few remaining JEDI are moved into the circle with the others. DOOKU: (offscreen) Now...(as KI-ADI-MUNDI and PLO KOON walk behind ANAKIN and PADME)...it is finished...surrender, and your lives will be spared. MACE: We will not be hostages to be bartered, Dooku! DOOKU: Then...I'm sorry, old friend. The SUPER BATTLE DROIDS take aim once again. MACE and the others look over. More DROIDS take aim. ANAKIN twirls his lightsaber into position over his head. The camera pans around OBI-WAN as he looks around. PADME suddenly looks up. PADME: Look! MACE and OBI-WAN look up. Several REPUBLIC GUNSHIPS are descending from above. In the lead ship, YODA stands alongside several CLONE TROOPERS. The BATTLE DROIDS and SUPER BATTLE DROIDS begin to fire into the air as a GUNSHIP swoops over camera, destroying several droids along the way. ANAKIN and PADME suddenly are back on the offensive. YODA and the CLONE TROOPERS survey the battlefield. YODA: Around the survivors a perimeter create. A GUNSHIP swoops in low, destroying all the DROIDS in its way. A CLONE TROOPER sits in a bubble turret, firing a green laser. We see the TROOPER's POV as he blasts the DROIDS. A GUNSHIP comes in low and destroys several DROIDS. MACE and OBI-WAN deflect several laser blasts. ANAKIN does likewise. PADME takes a shot then heads off. A GUNSHIP comes in for a landing, carrying YODA and CLONE TROOPERS. The TROOPERS disembark and take aim. A BATTLE DROID is hit. ANAKIN, PADME, MACE, OBI-WAN, and other JEDI retreat towards the GUNSHIPS. Three JEDI, including SHAAK TI, board a GUNSHIP. A CLONE TROOPER also hops on. A BATTLE DROID and SUPER BATTLE DROID blast away. OBI-WAN jumps on a GUNSHIP and deflects a few shots. A BATTLE DROID and two SUPER BATTLE DROIDS are hit. KI-ADI-MUNDI and MACE WINDU deflect a few shots from their GUNSHIP, and KI-ADI-MUNDI helps KIT FISTO aboard. He deflects a few more shots as a CLONE TROOPER steps in front of camera and fires. A DESTROYER DROID is taken out. COUNT DOOKU watches the GUNSHIPS take off from the arena floor. He turns and walks off camera. A GUNSHIP flies up towards camera as it readies its missiles. It flies away from camera along with TROOP TRANSPORTS and other GUNSHIPS. R2D2 stands in front of C3PO, who lies on the ground. R2 beeps as C3PO moves into sitting position. C3PO: Oh, I've had the most peculiar dream. In the shadows, BOBA FETT holds his father's helmet. He puts it to his head. EXTERIOR: GEONOSIS, TERRAIN OUTSIDE EXECUTION ARENA - DAY A GUNSHIP flies past camera and a second flies nearby, carrying KI-ADI- MUNDI, MACE WINDU, and YODA. We see a closer view of the three of them in the gunship. YODA: If Dooku escapes, rally more systems to his cause he will. MACE turns from YODA to look out of the GUNSHIP. Several laser bolts fly up past their GUNSHIP from below. They and many other GUNSHIPS turn and fly away from camera. OBI-WAN: Hold on! PADME and ANAKIN grab handholds. The GUNSHIPS approach several large ships, firing lasers at them. ANAKIN: Aim right above the fuel cells! A GUNSHIP launches missiles as it flies right at camera. The missiles strike one of the ships, causing a large explosion. Several DROIDS run away but a few are crushed by the falling parts of the ship. OBI-WAN: (to ANAKIN) Good call, my young Padawan. OBI-WAN looks back out of the GUNSHIP. A few JEDI lead groups of CLONE TROOPERS forward as several GUNSHIPS come in for landings and a few others start to take off. The camera pans as GUNSHIPS fly off to engage the enemy ships and DROIDS. INTERIOR: GEONOSIS, COMMAND CENTER - DAY DOOKU and POGGLE approach a large circular holographic display table from opposite ends of the room. NUTE and RUNE are already on the scene. NUTE GUNRAY: The Jedi have amassed a huge army. COUNT DOOKU: That doesn't seem possible. How could the Jedi come up with an army so quickly? NUTE GUNRAY: We must send all available droids into battle. COUNT DOOKU: There are too many. POGGLE: (in GEONOSIAN) Our communications have been jammed. EXTERIOR: BATTLEFIELD, GEONOSIS LANDSCAPE - DAY CLONE TROOPER GUNSHIPS fly through the air, taking heavy fire. As MACE, YODA, and other JEDI look on, another GUNSHIP takes a direct hit, and, trailing smoke, it falls from view. MACE WINDU: (to PILOT) Pilot, land in that assembly area! CLONE PILOT: Yes, sir. (turns to front) The Gunship swoops in for a landing. Even before it touches down, MACE WINDU, KI-ADI-MUNDI, and KIT FISTO spill out from the Gunship and join a group of CLONE TROOPERS. CLONE TROOPER: (to MACE) Sir, I have five special commando units awaiting your orders, sir. MACE nods and points towards the battle. YODA: (as the GUNSHIP lifts off again) To the forward command center take me. The GUNSHIP moves up away from camera. We see a shot over YODA's shoulder as he views the CLONE TROOPERS on the ground, and the camera pans to show the approaching DROID ARMY. A large spider-like DROID attacks as SUPER BATTLE DROIDS lead hundreds of BATTLE DROIDS forward under its legs. MACE WINDU runs forward, pauses a moment, and moves on again as CLONE TROOPERS follow him. A smaller spider-like DROID moves forward as more BATTLE DROIDS charge the enemy. KIT FISTO moves up, deflecting laser bolts as he goes. Behind him, a GUNSHIP lands as another takes off, and the camera zooms in close on one GUNSHIP flying forward. OBI-WAN: (pointing) Attack those Federation starships! Quickly! A GUNSHIP launches two missiles, followed by a second GUNSHIP firing missiles. The first two missiles detonate on a rising FEDERATION STARSHIP. Meanwhile, YODA's GUNSHIP comes in for a landing at the command post. CLONE COMMANDER: Master Yoda, all forward positions are advancing. YODA: Very good. (steps off GUNSHIP) Very good. A TRANSPORT flies in low over the troops and drops off an animal-like TANK, then flies off. Circular missile platforms wheel forward and launch missiles. We see an over-the-shoulder shot of one platform shooting a missile, and then after a moment it shoots a few more. Another TRANSPORT comes in and drops off another TANK. Close up shot of several missiles being launched from the mobile missile platform. A missile flies past camera and destroys a TANK. INTERIOR: GEONOSIS, COMMAND CENTER - DAY DOOKU, NUTE, RUNE, and POGGLE continue to stand around the viewing table. NUTE GUNRAY: This is not looking good at all! RUNE: (turning to NUTE) We must get the starships back into space. NUTE and RUNE move off, leaving DOOKU alone. POGGLE: (in GEONOSIAN) We have to order a retreat. DOOKU: (walking around table) My master will never allow the Republic to get away with this treachery. POGGLE: (in GEONOSIAN) I'm sending my warriors to hide in the catacombs. (standing in front of hologram of DEATH STAR) The Jedi must not find our designs for the ultimate weapon. POGGLE pushes a button and the hologram disappears. He moves forward. POGGLE: (in GEONOSIAN) If they find out what we are planning to build, we're doomed. POGGLE steps up to DOOKU, who extends his hand. POGGLE gives a small projector to DOOKU. DOOKU: I will take the designs with me to Coruscant. (activates the projector and DEATH STAR hologram appears) They will be much safer there with my master. DOOKU shuts down the hologram. EXTERIOR: BATTLEFIELD, GEONOSIS LANDSCAPE - DAY Two GUNSHIPS fire as they fly by camera. GUNSHIPS destroy BATTLE DROIDS and CIRCULAR MISSILE DROIDS with missiles and green laser blasts. A CIRCULAR MISSILE DROID in front of camera explodes. A GUNSHIP fires green laser blasts. GUNSHIPS fly over the battlefield, firing missiles and lasers, and another CIRCULAR MISSLE DROID explodes. SUPER BATTLE DROIDS are blasted back and two BATTLE DROIDS close to camera are also destroyed. A quick cut to more SUPER BATTLE DROIDS taken out. INTERIOR: GEONOSIS, COMMAND CENTER HANGAR – DAY An alarm sounds as NUTE and RUNE board a shuttle. The ramp retracts and the shuttle moves out of the hangar. The camera pans over to DOOKU, who boards a small speeder. He takes off, followed by two escorts. EXTERIOR: GEONOSIS, ROCKY CANYON - DAY DOOKU drops down into a canyon and flies up close to camera. We see a long shot of DOOKU being followed by the escorts. EXTERIOR: BATTLEFIELD, GEONOSIS LANDSCAPE - DAY FEDERATION STARSHIPS begin to lift up from the ground. YODA: Concentrate all your fire on the nearest starship. CLONE COMMANDER: Yes, sir. (turns away, and points while addressing another TROOPER) Move all quadrants to sector five one five. Large CLONE TROOPER TANKS fires bright blue energy beams. The beams strike a FEDERATION STARSHIP as it continues moving upward. As its landing legs retract and it continues taking fire, it suddenly stops ascending, and starts falling back down. The camera moves down from a firing tank turret and zooms dramatically to a view of CLONE TROOPERS watching through the tank window. The FEDERATION STARSHIP crashes into the ground. The resulting dust cloud moves forward and envelops the camera. The dust clears to reveal PADME, ANAKIN, and OBI-WAN riding in their GUNSHIP. The ship can barely be seen through the smoke as the camera smash zooms in on it. CLONE TROOPERS move forward away from the camera through the smoke as they fire. The camera shows the TROOPERS firing from another angle, then shows BATTLE DROIDS and SUPER BATTLE DROIDS firing back through the smoke, and several BATTLE DROIDS are hit. A GUNSHIP flies through the smoke and up over camera. OBI-WAN: (pointing) Look over there! We see DOOKU and his escorts flying away from camera. ANAKIN: It's Dooku. (to pilot) Shoot him down! The pilot looks back. CLONE CAPTAIN: We're out of rockets, sir. ANAKIN: Follow him! PADMÉ: We're gonna need some help. OBI-WAN: There isn't time! Anakin and I can handle this! DOOKU looks back and then to his controls. He punches a few buttons and makes a hand signal. The two escorts move up above him. They move out of the way as the GUNSHIP moves up, and the escorts drop down in front of camera behind the GUNSHIP and open fire. The escorts go around opposite sides of a large sand dune. The GUNSHIP appears in front of camera, flies up to a sand dune, and clips the top of it right before getting hit by a laser blast. With the explosion, PADME (yelling) and a TROOPER both fall out of the GUNSHIP. ANAKIN: (over shot of PADME and TROOPER landing on the dune) PADME! PADME rolls down the dune past camera, then comes to a stop, unconscious. ANAKIN: (to pilot) Put the ship down! OBI-WAN: (coming over to him) Anakin! Don't let your personal feelings get in the way. (turning to the pilot) Follow that speeder. DOOKU continues on as the GUNSHIP is attacked in the background. The GUNSHIP flies past camera, pursued by the two escorts. ANAKIN: (to pilot) Lower the ship! OBI-WAN: I can't take Dooku alone! I need you! If we catch him, we can end this war right now! We have a job to do! ANAKIN: I don't care. Put the ship down! OBI-WAN: You will be expelled from the Jedi Order! ANAKIN: I can't leave her! OBI-WAN: Come to your senses! What do you think Padmé would do were she in your position? ANAKIN studies OBI-WAN for a moment and then looks away. He considers this. ANAKIN: (resigned) She would do her duty. ANAKIN can't look at OBI-WAN, who moves offscreen. EXTERIOR: COMMAND CENTER - DAY YODA stands next to a CLONE COMMANDER, sensing something is wrong. YODA: Hmmm... YODA considers things for a moment. The COMMANDER lowers his binoculars, and turns to YODA. CLONE COMMANDER: The droid army is in full retreat. YODA: Well done, Commander. Bring me a ship. They turn from each other and the COMMANDER makes a hand gesture. CLONE TROOPERS move forward away from the camera through the smoke as they fire. The camera shows the TROOPERS firing from another angle, then shows BATTLE DROIDS and SUPER BATTLE DROIDS firing back through the smoke, and several BATTLE DROIDS are hit. ***The scene fades out to white and fades back in to the next scene*** EXTERIOR: GEONOSIS – LATE DAY Close up of DOOKU continuing on. He comes to a landing platform and enters a tunnel. The GUNSHIP flies past camera, and the attacking escorts do likewise. ANAKIN and OBI-WAN look out from the GUNSHIP. The GUNSHIP moves over the landing platform and ANAKIN and OBI-WAN leap out, lightsabers ignited, and run down the platform. As the GUNSHIP starts off again it is destroyed by the escorts. INTERIOR: GEONOSIS, SECRET HANGER TOWER - LATE DAY COUNT DOOKU hits a button on a control panel and makes a hand gesture to a droid standing nearby. The droid moves off, and OBI-WAN and ANAKIN run into the hanger, lightsabers drawn. DOOKU turns to face them. The droid moves up a landing ramp into a spaceship. ANAKIN: You're going to pay for all the Jedi that you killed today, Dooku. OBI-WAN: (to Anakin): We'll take him together. You go in slowly on the left... ANAKIN: I'm taking him now! OBI-WAN: (as ANAKIN runs forward) No, Anakin! No! DOOKU raises his hand... OBI-WAN: No! ...and sends blue force lightning towards ANAKIN. The lightning strikes ANAKIN, and DOOKU hurls him to the side where he strikes the hangar wall. He hits the floor, smoking. OBI-WAN raises his lightsaber. He and DOOKU begin to circle each other. COUNT DOOKU: As you see, my Jedi powers are far beyond yours. Now...back down. DOOKU raises his hand and sends more lighting flying. OBI-WAN raises his lightsaber and blocks the attack. The lightning dissipates. OBI-WAN: I don't think so. OBI-WAN takes a few steps. COUNT DOOKU takes out his lightsaber and ignites it, while OBI-WAN passes in front of camera. DOOKU waits for OBI-WAN, who suddenly moves forward, lightsaber spinning. Long shot of DOOKU parrying twice. Medium shot of DOOKU parrying again, then attacking, driving OBI-WAN back. OBI-WAN blocks an attack and then swings at DOOKU's feet, but DOOKU leaps over the attack. OBI-WAN spins away from DOOKU. COUNT DOOKU: Master Kenobi, you disappoint me. Yoda holds you in such high esteem. DOOKU's lightsaber flashes in front of camera as OBI-WAN moves back. OBI-WAN spins and DOOKU blocks his swing. COUNT DOOKU: Surely you can do better! OBI-WAN disengages, spins, and (in long shot) DOOKU blocks him over his shoulder. DOOKU forces OBI-WAN's weapon to the floor. In a close up, OBI-WAN swings his lightsaber to disengage again, and (in overhead shot) jumps back over the spaceship ramp. ANAKIN moans in pain. EXTERIOR: GEONOSIS, SAND DUNES – LATE DAY PADME still lies on her back in the sand. She moves slightly as a CLONE TROOPER runs up to her. CLONE TROOPER: Are you all right? PADME: Uh-huh. PADME starts to get up. CLONE TROOPER: We'd better get back to the forward command center. PADME: No. No. Gather what troops you can. We've got to get to that hangar. Get a transport. Hurry! CLONE TROOPER: Right away! PADME runs offscreen. In a long shot, she runs after the TROOPER. INTERIOR: GEONOSIS, SECRET HANGER TOWER - LATE DAY In a long shot, DOOKU and OBI-WAN's weapons come together twice. Cut to OBI-WAN briefly blocking DOOKU's attack. Close up of OBI-WAN forcing DOOKU away with his lightsaber. DOOKU spins back towards camera as OBI-WAN attacks. Their lightsabers come together again and they struggle. ANAKIN tries to get up but can't. DOOKU sizes up OBI- WAN. Close up of OBI-WAN straining. DOOKU pulls OBI-WAN's lightsaber down slightly with a grin and strikes OBI-WAN in the arm, causing him to yell out and drop. DOOKU swings again and gets OBI-WAN above the knee. OBI-WAN tumbles to the floor. He holds his leg in pain. Long high shot of DOOKU spinning his lightsaber. ANAKIN looks on. DOOKU raises his weapon over his head. OBI-WAN looks over as we hear a lightsaber igniting. ANAKIN leaps through the air with a yell. DOOKU brings his lightsaber down but ANAKIN blocks it. OBI-WAN looks at him. COUNT DOOKU: Brave of you, boy... OBI-WAN reaches out towards his lightsaber. DOOKU: (over shot of lightsaber beginning to move forward) ...but I would have thought you had learned your lesson. OBI-WAN grabs his lightsaber. ANAKIN: I am a slow learner. ANAKIN spins away. OBI-WAN: (over shot of DOOKU looking surprised) Anakin! OBI-WAN throws his lightsaber, and ANAKIN catches it. Long shot of ANAKIN driving DOOKU back, attacking with both lightsabers. OBI-WAN still on the floor in pain. DOOKU starts to drive ANAKIN back. DOOKU takes a big swing and ANAKIN loses a lightsaber. It falls to the floor in two pieces. Quick close ups of ANAKIN then DOOKU. Long shot of ANAKIN spinning away, and cutting a power line. The lights fade as DOOKU raises both arms over his head. ANAKIN also raises his lightsaber over his head as sparks fly. OBI-WAN watches from the floor. ANAKIN faces DOOKU. Sparks fly and they attack each other. Close up of ANAKIN in the dark. Close up of DOOKU. Close up of ANAKIN again. DOOKU again. ANAKIN again. They spin away. Close up of DOOKU. ANAKIN. DOOKU. ANAKIN. DOOKU. Sparks fly and they attack each other again. They switch positions. ANAKIN forces DOOKU back. DOOKU spins away from an attack. Long shot of ANAKIN making contact with DOOKU's weapon, then standing still for a moment while DOOKU does a spin and swings. Close up of DOOKU cutting off ANAKIN's arm. DOOKU force pushes ANAKIN away. ANAKIN flies back towards OBI-WAN. He hits the ground and slides into OBI-WAN's feet. Breathing heavily, DOOKU lowers his lightsaber and (offscreen) it turns off. DOOKU catches his breath, then looks up. A shadow moves towards the open doorway. DOOKU turns around. YODA walks towards him, cane in hand. He comes to a stop. COUNT DOOKU: Master Yoda. YODA: Count Dooku. COUNT DOOKU: You have interfered with our affairs for the last time. DOOKU raises his hand up high. A piece of machinery shakes and detaches from the wall. It flies at YODA. YODA raises his hand and drops his cane. The machinery stops and flies off into a wall. DOOKU makes another gesture. Another piece of machinery shakes and comes loose from the wall. It flies down at YODA but stops just short of him. YODA makes a motion with his hand and the machinery falls to the floor. YODA growls and readies for the next attack. DOOKU looks up and raises his hands towards the ceiling. Large cracks appear and a piece of the ceiling comes loose. DOOKU drops his hands, and YODA puts his up just in time to stop several chunks of ceiling from squashing him. He holds the ceiling pieces in place above him for a moment and then sends them flying off to the side. YODA: Powerful you have become, Dooku. The dark side I sense in you. COUNT DOOKU: I've become more powerful than any Jedi...(raises his hand, and sends force lightning towards YODA)...Even you. YODA catches the bolt with his hand. He holds the blue energy in his hand for a moment and then pushes it back towards DOOKU. DOOKU blocks the bolt with his hand and it ricochets off and detonates on the wall. DOOKU looks back to YODA and sends another force bolt at him. From behind YODA we see him blocking the lightning, with DOOKU in the distance. The camera switches to behind DOOKU as YODA continues to block the lightning. DOOKU finally stops sending out the lightning and reaches for his lightsaber. YODA absorbs the last of the bolt with his hand. YODA: Much to learn you still have. COUNT DOOKU: It is obvious that this contest cannot be decided by our knowledge of the Force...(sound of lightsaber igniting)...but by our skills with a lightsaber. DOOKU presents his lightsaber and then whirls it down low. YODA pulls aside his robe to reveal his lightsaber. He reaches out with his hand and the lightsaber leaps into it. He ignites the weapon. DOOKU jumps up out of camera. YODA does likewise. DOOKU flips through the air. The two enemies land in front of each other. There are three attacks. On the fourth, YODA flips to the side. Two more attacks and YODA flips into the air again. Cut to a wide shot. Four attacks and YODA is airborne again. Cut to medium shot as YODA lands. Three attacks and DOOKU walks around the front of camera. Cut to close range shot as their weapons come together. Close-up of YODA struggling, and then he pushes DOOKU's lightsaber away. Close-up of DOOKU swinging, close-up of YODA moving out of the way. Overhead shot of YODA doing a spin and then two flying spins as DOOKU defends himself. Long shot of YODA landing on the floor, flipping up onto the spaceship, and flipping again over DOOKU. Close up of YODA slashing away. Close up of DOOKU reaching his lightsaber towards YODA, close up of YODA blocking the attack and then jumping off camera. YODA goes past DOOKU and lands on the spaceship. He jumps again and lands on the roof of the spaceship. DOOKU's lightsaber just misses him as he flips over to the wall, bounces off, and lands on the floor once more. YODA moves forward and we see an overhead shot of him doing two spins. Close up of DOOKU making two attacks. YODA blocks his lightsaber. YODA: Fought well you have, my old Padawan. COUNT DOOKU: This is just the beginning. DOOKU extends one hand up to the side. A large piece of machinery crumples and sparks appear at its base. The machinery starts to lean as OBI-WAN and ANAKIN lie still on the floor nearby. DOOKU disengages and breaks for his ship as YODA puts away his lightsaber and reaches out to the machinery. Close up of YODA struggling. OBI-WAN looks from YODA up to the machinery. The machinery falls towards camera. DOOKU heads up the spaceship ramp. YODA continues to struggle and gestures with his hands. OBI-WAN and ANAKIN lie on the floor and the machinery comes to a halt just above them. YODA, still struggling, opens his eyes and then closes them again. We see a shot over YODA's shoulder of the machinery hovering over the two fallen JEDI. YODA struggles some more, and the machinery floats up over camera. YODA relaxes, and the machinery crashes to the floor. EXTERIOR: GEONOSIS, SECRET HANGAR TOWER – LATE DAY A GUNSHIP flies down to the hangar entrance platform. PADME and a few TROOPERS disembark, but PADME comes to a stop as she senses something. COUNT DOOKU's ship blasts out of its launching tube. PADME and the TROOPERS fire in vain at the departing ship. PADME fires away as a TROOPER steps into camera view and also fires. DOOKU relaxes in the cockpit as the PILOT DROID adjusts a control. PILOT DROID: (droid language) EXTERIOR: GEONOSIS, SPACE COUNT DOOKU's ship moves away from the planet and several panels open up. A large solar sail extends out from the ship as it moves past FEDERATION STARSHIPS. INTERIOR: GEONOSIS, SECRET HANGER TOWER - LATE DAY ANAKIN breathes heavily, his head resting on OBI-WAN's boots. OBI-WAN looks over at ANAKIN, who moans. YODA sighs. His cane jumps into his hand, and he puts it to the floor and starts to move forward. OBI-WAN starts to get to his feet. Long shot of YODA with OBI-WAN and ANAKIN further off as PADME runs into view. PADME: Anakin! As she nears him, CLONE TROOPERS secure the area. PADME hugs ANAKIN. EXTERIOR: CORUSCANT, SPACE COUNT DOOKU's ship approaches CORUSCANT. The solar sail retracts and the panels close as the ship moves down towards the surface of the planet. EXTERIOR: CORUSCANT - DAWN The ship flies down past camera and off through the city. The ship flies past camera again in a sparsely populated industrial area. It approaches a large tower. A door opens and the ship enters. INTERIOR: CORUSCANT, SECRET LANDING PLATFORM - DAWN The ship slowly comes in for a landing. As the ship touches down, DOOKU is seen through the cockpit window walking towards the back of the ship. The camera pans to show DARTH SIDIOUS approaching the ship. DOOKU comes down the ramp to greet him. COUNT DOOKU: The Force is with us, Master Sidious. DARTH SIDIOUS: Welcome home, Lord Tyranus. (turns to face camera) You have done well. COUNT DOOKU: (as they start to walk) I have good news for you, my Lord. The war has begun. DARTH SIDIOUS: Excellent. Everything is going as planned. They move off camera. EXTERIOR: CORUSCANT, JEDI TEMPLE - SUNSET The temple basks in the red glow of the setting sun. INTERIOR: JEDI TEMPLE, COUNCIL CHAMBER - SUNSET OBI-WAN stands at a window with MACE WINDU. OBI-WAN: Do you believe what Count Dooku said about Sidious controlling the Senate? It doesn't feel right. YODA: (offscreen) Joined the dark side, Dooku has. Mmm. Lies, deceit, creating mistrust are his ways now. MACE WINDU: Nevertheless, I feel we should keep a closer eye on the Senate. YODA: I agree. MACE WINDU: Where is your apprentice? OBI-WAN: On his way to Naboo, escorting Senator Amidala. I have to admit that without the clones, it would not have been a victory. YODA: Victory? (the others turn to look) Victory, you say? Master Obi- Wan, not victory. The shroud of the dark side has fallen. Begun, the Clone War has. EXTERIOR: NABOO LAKE RETREAT, LODGE, GARDEN - LATE DAY A view of roses in a large vase, on a balcony rail, with the sun peeking over the mountains in the distance. ANAKIN and PADME stand before an OFFICIANT as C3PO and R2D2 look on. The shot lasts for quite a bit as the camera slowly zooms out. ANAKIN reaches out with his hand and PADME takes his hand in hers. The OFFICIANT begins to move away. Close up of ANAKIN's mechanical hand reaching out and holding PADME's hand. The camera pans up to show them begin to kiss. 3PO turns to R2 and puts his hand on R2's dome. 3PO looks back to them. They kiss some more as the camera zooms in, and then they stop to look at each other. Wide shot of the group as ANAKIN and PADME look out to the lake. They turn to face the lake as the music swells. EXTERIOR: CORUSCANT, MILITARY STAGING AREA, BALCONY - SUNSET The camera pans past rows of CLONE TROOPERS as TROOP TRANSPORTS lift off. Large squads of TROOPERS move up a ramp into a TRANSPORT. We see a wide shot of countless assembled TROOPER squads and ships. The camera slowly pans over to reveal a viewing balcony with several figures on it. The camera zooms in on CHANCELLOR PALPATINE, BAIL ORGANA, MAS AMEDDA, and a few other senators, watching from the balcony. The camera pans up from the TROOPERS to a view of many TRANSPORTS moving up into the sky. We see the viewing party again from the side. BAIL ORGANA lowers his head. ***The scene fades to black, the music continues for a bit, and then Disc 1 ends*** EXTERIOR: NABOO LAKE RETREAT, LODGE, GARDEN - LATE DAY A view of roses in a large vase, on a balcony rail, with the sun peeking over the mountains in the distance. ANAKIN and PADME stand before an OFFICIANT as C3PO and R2D2 look on. The shot lasts for quite a bit as the camera slowly zooms out. ANAKIN reaches out with his hand and PADME takes his hand in hers. The OFFICIANT begins to move away. Close up of ANAKIN's mechanical hand reaching out and holding PADME's hand. The camera pans up to show them begin to kiss. 3PO turns to R2 and puts his hand on R2's dome. 3PO looks back to them. They kiss some more as the camera zooms in, and then they stop to look at each other. Wide shot of the group as ANAKIN and PADME look out to the lake. They turn to face the lake as the music swells. DISOLVE TO: EXTERIOR: GALAXY - SPACE END CREDITS OVER STARS THE END
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