EXT. SPACE

A vast sea of stars severas as a backdrop for the Main Title, following by a

rollup, which crawls into infinity.

There is unrest in the Galactic Senate

Several hundred solar systems under

the leadership of the rebel leader,

Count Dooku, have declared their intentions to secede from the Republic.

This separatist movement has made it

difficult for the limited number of

Jedi Kights to maintain peace and

order in the galaxy.

Senator Amidala, the former Queen of

Naboo, is returning to Coruscant

to vote on the critical issue

of creating an army to assist the

overwhelmed Jedi.

PAN UP to reveal the amber city planet of Coruscant. A yellow Naboo Fighter

flies OVER CAMERA toward the planet, followed by a large Royal Cruiser and

two more Fighters.

EXT. CITYSCAPE, CORUSCANT - DAWN

The ships skim across the surface of the city landscape. The sun glints off

the chrome hulls of the sleek Naboo spacecraft as they navigate between the

buildings of the capital planet.

EXT. CORUSCANT, LANDING PLATFORM - DAWN

Two Naboo Fighters land on one leaf of a three-leaf-clover landing platform.

The Royal Starship lands on the central lead, and the third Fighter lands on

the remaining plaform.

A small GROUP OF DIGNITARIES waits to welcome the Senator. One of the

members of the group os a well dressed JAR JAR BINKS, a member of the

Galactic Representative Commission, and DORME, Senator Amidala's handmaiden.

One of the FIGHTER PILOTS jumps from the wing of his ship and removes his

helmet. He is CAPTAIN TYPHO, SENATOR AMIDALA'S Security Officer. He moves

over to a WOMAN PILOT.

CAPTAIN TYPHO

We made it. I guess I was wrong,

there was no danger at all.

The ramp ;pwers. TWO NABOO GUARDS appear. SENATOR AMIDALA, ONE HANDMAIDEN

(VERSE) and FOUR TROOPERS descend the ramp. AMIDALA is more beautiful now

than she was ten years earlier when, as Queen, she was freeing her people

from the yoke of the Trade Federation.

The DIGNITARIES start to move forward. SENATOR AMIDALA reaches the foot of

the ramp, when suddenly there is a blinding FLASH and a huge EXPLOSION. The

DIGNITARIES and PILOTS are hurled to the ground as the starship is

destroyed.

Klaxons blare, alarms sound! CAPTAIN TYPHO and the TWO ESCORT PILOTS get up

and run to where SENATOR AMIDALA lies dying. Beyond, ARTOO DETOO drops down

from the Naboo Fighter and rolls toward the wreckage. The FEMALE ESCORT

PILOT kneels by SENATOR AMIDALA and takes off her helmet, revealing SENATOR

PADME AMIDALA.

PADMÉ

Cordé...

She gathers up her decoy double in her arms. Cordé's eyes are open. She

looks up at her.

CORDÉ

... I'm sorry, m'lady... I'm... not sure I...

CORDÉ dies. PADMÉ hugs her.

AMIDALA

No!... No!... No!...

PADMÉ lowers CORDÉ to the ground. She gets up and looks around at the

devastation. There are tears in her eyes.

AMIDALA

I should not have come back.

CAPTAIN TYPHO

M'Lady, you are still in danger.

Amidala says nothing.

CAPTAIN TYPHO

This vote is very important. You did

your duty and Cordé did hers. Now

come. (she doesn't respond) M'Lady,

please!

She turns. They walk away. ARTOO lets out a small whimper and rolls off

after them.

EXT. SENATE BUILDING - DAY

The massive Senate Building glistens in the afternoon sun. Small patches of

fog have still to burn off.

INT. SENATE CHAMBER - DAY

The vast rotunda is buzzing with chatter. MAS AMEDDA, the Supreme

Chancellor's majordomo, tries to quiet things down as PALPATINE confers with

an AIDE, UV GIZEN, riding a small one man floating scooter.

MAS AMEDDA

Order! We shall have order! The motion

for the Republic to commission an army

takes precedent, and that is what we

will vote on at this time.

Everything quiets down. The AIDE disperses, and SUPREME CHANCELLOR PALPATINE

steps to the podium.

PALPATINE

...My esteemed colleagues, excuse

me... I have just received some

tragic and disturbing news. Senator

Amidala of the Naboo system... Has

been assassinated!

There is a shock silence in the vast arena.

PALPATINE

(continued)

This grievous blow is especially

personal to me. Before I became

Chancellor, I served Amidala when

she was Queen. She was a great

leader who fought for justice, not

only in this honourable assembly,

but also on her home planet. She

was so loved she could have been

elected queen for life. She

believed in public service, and

she fervently believed in

democracy. Her death is a great

loss to us all. We will all mourn

her as a relentless champion of

freedom... and as a dear friend.

There is a moment of silence. ASK AAK, the SENATOR of MALASTARE, moves his

pod into the centre of the arena.

SENATOR ASK AAK

How many more Senators will die

before this civil strife ends! We

must confront these rebels now,

and they need an army to do it.

A second pod moves into the centre of the area with DARSANA, the

AMBASSADOR OF GLEE ANSELM.

AMBASSADOR DARSANA

Why weren't the Jedi able to stop

this assassination? We are no

longer safe, under their protection.

Senator ORN FREE TAA swings forward in his pod.

ORN FREE TAA

The Republic needs more security

now! Before it comes to war.

PALPATINE

Must I remind the Senator from

Malastare that negotiations are

continuing with the separatists.

Peace is our objective here... not

war.

The SENATORS yell pro and con. MAS AMEDDA tries to calm things down. SENATOR

PADME AMIDALA, with CAPTAIN TYPHO, JAR JAR, and DORME, manoeuvre her pod

into the centre of the vast arena.

AMIDALA

My noble colleagues, I concur with

the Supreme Chancellor. At all

costs, we do not want war!

The Senate goes quiet, then there is an outburst of cheering and

applause.

PALPATINE

It is with great surprise and

joy the chair recognises the

Senator from Naboo, Padmé Amidala.

PADMÉ

Less than an hour ago, an

assassination attempt was made

against my life. One of my

bodyguards and six others were

ruthlessly and senselessly

murdered. I was the target but,

more importantly, I believe this

security measure before you, was

the target. I have led the

opposition to build an army... but

there is someone in this body who

will stop at nothing to assure it's

passage...

Many of the SENATORS boo and yell at SENATOR AMIDALA.

PADMÉ

(continuing)

I warn you, if you vote to create

this army, war will follow. I

have experienced the misery of war

first-hand; I do not wish to do it

again.

There is sporadic yelling for and against her statements.

PADMÉ

Wake up, Senators... you must wake

up! If you offer the separatists

violence, they can only show us

violence in return! Many will

lose their lives. All will lose

their freedom. This decision

could very well destroy the very

foundation of our great Republic.

I pray you do not let fear push

you into a disastrous decision.

Vote down this security measure,

which is nothing less than a

declaration of war! Does anyone

here want that? I cannot believe

they do.

There is an undercurrent of booing... and groaning. SENATOR ORN FREE TAA

moves his pod next to AMIDALA.

ORN FREE TAA

My motion to defer the vote must

be dealt with first. That is the

rule of law.

AMIDALA looks angry and frustrated. PALPATINE gives her a sympathetic look.

PALPATINE

Due to the lateness of the hour

and the seriousness of this

motion, we will take up these

matters tomorrow. Until then, the

Senate stands adjourned.

EXT. EXECUTIVE QUARTERS BUILDING - DAY

The giant towers of the Republic Executive Building seem to reach the

heavens. Traffic clogs the smoggy sky.

INT. CHANCELLOR'S OFFICE - DAY

CHANCELLOR PALPATINE sits behind his desk with TWO RED-CLAD ROYAL GUARDS on

either side of the door. YODA, PLOT KOON, KI-AD-MUNDI, and MACE WINDU sit

acress from him.

PALPATINE

I don't know how much longer I can

hold off the vote, my friends.

More and more star systems are

joining the separatists.

MACE WINDU

If they do break away -

PALPATINE

No! I will not let that happen!

MACE WINDU

But if they do, you must realise

there aren't enough Jedi to

protect the Republic. We are

keepers of the peace, not soldiers.

PALPATINE

Master Yoda, do you think it will

really come to war?

YODA closes his eyes.

YODA

Worse than war, I fear... Much

worse.

PALPATINE

What?

MACE WINDU

What do you sense, Master?

YODA

Impossible to see ... The Dark Side

clouds everything. But this I am

sure of -

(opens his eyes)

Do their duty the Jedi will.

A muted BUZZER SOUNDS. A hologram of an AIDE, DAR WAC, appears on the

Chancellor's desk.

DAR WAC

The loyalist committee has arrived,

my Lord.

PALPATINE

Send them in.

They all stand as SENATOR AMIDALA, CAPTAIN TYPHO, JAR JAR, MAS AMEDDA,

DORME, and SENATORS BAIL ORGANA, HOROX RYYDER and ORN FREE TAA enter the

office. YODA and MACE WINDU move to greet the SENATOR, YODA taps AMIDALA

with his cane.

YODA

With you the force is strong...

young Senator. To see you alive

brings warm feeling to my heart.

PADMÉ

Thank you, Master Yoda. Do you

have any idea who was behind

the attack?

MACE WINDU

Our intelligence points to

disgruntled spice miners, on

the moons of Naboo.

PADMÉ

I don't wish to disagree but I

think that Count Dooku was behind

it.

There is a stir of surprise.

MACE WINDU

You know, M'Lady, Count Dooku

was once a Jedi. He wouldn't

assassinate anyone, it is not in

his character.

KI-ADI-MUNDI

He is a political idealist, not

a murderer.

YODA

In dark times nothing is what it

appears to be, but the fact remains

Senator, in grave danger you are.

PALPATINE gets up, walks to the window, and looks out at the vast city.

PALPATINE

Count Dooku has always avoided

any kind of conflict. It appears

he has no desire to start a war.

Why would he kill you? To what end?

PADMÉ

I don't know, but everything in my

being tells me he was behind it...

After gazing out of the window for several moments Palpatine turns to

Mace.

PALPATINE

Master Jedi, may I suggest that

the Senator be placed under the

protection of your graces.

BAIL ORGANA

Do you think that is a wise use

of manpower during these stressful

times?

PADMÉ

Chancellor, if I may comment, I

do not believe the...

PALPATINE

..."situation is that serious."

No, but I do, Senator.

PADMÉ

Chancellor, please! I don't want

any more guards!

PALPATINE

I realise all too well that

additional security might be

disruptive for you, but perhaps

someone you are familiar with... an

old friend like... Master Kenobi...

PALPATINE nods to MACE WINDU, who nods back.

MACE WINDU

That's possible. He has just

returned from a Border dispute on

Ansion.

PALPATINE

You must remember him, M'Lady...

he watched over you during the

blockade conflict.

PADMÉ

This is not necessary, Chancellor.

PALPATINE

Do it for me, M'Lady, please. I

will rest easier. We had a big

scare today. The thought of

losing you is unbearable.

AMIDALA sighs as the JEDI get up to leave.

MACE WINDU

I will have Obi-Wan report to you

immediately, M'Lady.

YODA leans into her ear.

YODA

Too little about yourself you

worry, Senator, and too much about

politics. Be mindful of your

danger, Padmé. Accept our help.

As the JEDI leave the office, PALPATINE continues to pace behind his desk.

PALPATINE

I will not like this Republiv, that

has stood for over a thousand

years, be split in two

EXT. SENATE APARTMENTS - TWILIGHT

A graceful skyscraper twinkles in the evening light of Coruscant.

INT. SENATE BUILDING, APARTMENT CORRIDOR - EVENING

The door to the apartment slides open. JAR JAR walks into the corridor,

where TWO JEDI are exiting the elevator. He recognises OBI-WAN and becomes

extremely excited, jumping around, shaking his hand.

JAR JAR

Obi! Obi! Obi! Mesa sooo smilen

to see'en yousa. Wahoooooo!

OBI-WAN smiles.

OBI-WAN

It's Good to see you, too, Jar Jar.

JAR JAR

Oops! Wheresa mesa manners?

Excuse me, Master Obi-Wan. I

completely forgot myself for

a moment there. I have had to learn

Diplodiaclect... speak it like a

native now. Don't really see the

point, actually, but members of

the Senate seem to prefer it...

JAR JAR notices OBI-WAN'S APPRENTICE.

JAR JAR

(continuing)

...and this, I take it, is your

apprentice... Nooooooooo! Annie?

Noooooooo! Little Bitty Annie?

(Looks at Anakin)

Nooooooo! Yousa so biggen!

Yiyiyiyyi! Annie!! Mesa no

believen.

ANAKIN

Hi, Jar Jar.

JAR JAR grabs hold of ANAKIN and envelops him in a big hug.

JAR JAR

Annie! Annie! Yiyiyiyiyiyiiii!

INT. SENATE BUILDING, APARTMENT - EVENING

PADME is in a conference with CAPTAIN TYPHO and DORME. JAR JAR enters the

room, followed by the TWO JEDI.

JAR JAR

Lookie... lookie... Oops!... Oh,

dear, I'm afraid I've forgotten

myself again.

PADME and TYPHO rise as OBI-WAN and ANAKIN stop before the SENATOR. OBI-WAN

steps forward. ANAKIN stares at PADME. She glances at him.

OBI-WAN

It's a great pleasure to see you again,

M'Lady.

PADMÉ

It has been far too long Master

Kenobi. I'm so glad our paths

have crossed again... but I must

warn you that I think your

presence here is unnecessary.

OBI-WAN

I'm sure the Jedi Council have

their reasons.

She moves in front of ANAKIN

PADMÉ

Annie??

(stares)

My goodness you've grown.

They look at each other for a long moment.

ANAKIN

(trying to be smooth)

So have you... grown more

beautiful, I mean... and much

shorter... for a Senator, I mean.

OBI-WAN looks disapprovingly at his apprentice. PADME laughs and shakes her

head.

PADMÉ

Oh Annie, you'll always be that

little boy I knew on Tatooine.

This embarrasses ANAKIN, and he looks down. OBI-WAN and CAPTAIN TYPHO smile.

OBI-WAN

Our presence will be invisible,

M'Lady.

CAPTAIN TYPHO

I am very grateful you are here,

Master Kenobi. The situation is

more dangerous than the Senator

will admit.

PADMÉ

I don't need more security, I need

answers. I want to know who is

trying to kill me.

OBI-WAN

(frowning)

We're here to protect you

Senator, not to start an

investigation.

ANAKIN

We will find out who is trying to

kill you Padmé, I promise you.

He's done it again. He bites his lip in frustration and shame. OBI-WAN gives

ANAKIN a dirty look.

OBI-WAN

We are not going to exceed our

mandate, my young Padawan learner.

ANAKIN

I meant in the interest of

protecting her, Master, of course.

OBI-WAN

We are not going through this

exercise again, Anakin. You will

pay attention to my lead.

ANAKIN

Why?

OBI-WAN

What??!!

ANAKIN

Why else do you think we were

assigned to her, if not to find

the killer? Protection is a job

for local security... not Jedi.

It's overkill, Master.

Investigation is implied in our

mandate.

OBI-WAN

We will do as the Council has

instructed, and you will learn

your place, young one.

PADMÉ

Perhaps with merely your presence,

the mysteries surrounding this

threat will be revealed. Now if

you will excuse me I will retire.

Everyone gives AMIDALA a slight bow as she and DORME leave the room.

CAPTAIN TYPHO

Well, I know I feel a lot better

having you here.

I'll have an officer on every

floor and I'll be at the command

centre downstairs.

JAR JAR

Mesa busten wit happiness seein

Yousa again, Annie. Deesa bad

times, bombad times.

Captain Typho leaves.

ANAKIN

She didn't even recognise me, Jar

Jar. I thought about her every

day since we parted... and she's

forgotten me completely.

JAR JAR

Shesa happy. Happier den mesa

see-en her in longo time.

OBI-WAN

Anakin, you're focusing on the

Negative again. Be mindful of your

thoughts. She was glad to see us.

Now lets check the security here.

ANAKIN

Yes, my master.

EXT. JEDI TEMPLE - EVENING

The vast Jedi Temple sits on an endless flat plain, silhouetted by a against

the traffic-filled sky.

INT. JEDI TEMPLE, CORRIDOR - EVENING

MACE WINDU and YODA walk down the long hallways, silhouetted by a lit room

at the end.

MACE WINDU

Why couldn't we see this attack on

the Senator?

YODA

Masking the future, is this

disturbance in the Force.

MACE WINDU

The propecy is coming true, the

Dark Side is growing.

YODA

And only those who have turned to

the Dark Side can sense the

possibilities of the future. Only

going through the Dark Side can we

see.

MACE WINDU

It's been ten years, and the Sith

still have no shown themselves.

Do you think they are behind this?

YODA

...Out there, they are. A

certainty that is.

MACE WINDU

Do you think Obi-Wan's apprentice

will be able to bring balance to

the Force?

YODA

Only if he chooses to follow his

destiny.

There is a long silence as they walk away. Only footsteps are heard.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT

PADME is asleep in her bed, lit only by the light of the city outside her

window coming through the blinds. ARTOO stands in the corner of the bedroom.

His power is off.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, MAIN R0OM - NIGHT

ANAKIN is standing in the living room. He is in a meditative state. It is

quiet. We hear DISTANT FOOTSTEPS in the corridor outside the apartment.

Suddenly ANAKIN'S eyes pop open. His eyes dart around the room. He reaches

for his lightsaber, then smiles and puts it back in his belt.

The door to the apartment slides open, and OBI-WAN enters.

OBI-WAN

Captain Typho has more than enough

men downstairs. No assassin will

try that way. Any activity up

here?

ANAKIN

Quiet as a tomb. I don't like

just waiting here for something to

happen to her.

OBI-WAN checks a palm-sized view scanner he has pulled out of his utility

belt. It shows a shot of ARTOO by the door, but no sign of PADME on the bed.

OBI-WAN

What's going on?

ANAKIN shrugs.

ANAKIN

She covered that camera. I don't

think she liked me watching her.

OBI-WAN

What is she thinking?

ANAKIN

She programmed Artoo to warn us if

there's an intruder.

OBI-WAN

It's not an intruder I'm worried

about. There are many other ways

to kill a Senator.

ANAKIN

I know, but we also want to catch

this assassin. Don't we, Master?

OBI-WAN

You're using her as bait??

ANAKIN

It was her idea... No harm will

come to her. I can sense

everything going on in that room.

Trust me.

OBI-WAN

It's too risky... and your senses

aren't that attuned, young

apprentice.

ANAKIN

And yours are?

OBI-WAN

Possibly.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT

As PADME sleeps, a PROBE DROID approaches outside her window. It sends out

several small arms that attach to the window, creating sparks that shut down

the security system. Then a large arm cuts a small hole in the glass. A

FAINT SOUND is heard as the small section of glass is removed from the

window.

ARTOO wakes up, and his lights go on. The PROBE DROID freezes. ARTOO looks

around, makes a PLAINTIVE LITTLE SOUND, then shuts down again. The PROBE

DROID attaches a little tube to the window. TWO DEADLY LOOKING

CENTIPEDE-LIKE KOUHUNS exit the tube, crawl through the blinds and head

toward the sleeping PADME.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT

ANAKIN and OBI-WAN continue their conversation in the main room of the

apartment.

OBI-WAN

You look tired.

ANAKIN

I don't sleep well, anymore.

OBI-WAN

Because of your mother?

ANAKIN

I don't know why I keep dreaming

About her now. I haven't seen her

since I was little.

OBI-WAN

Dreams pass in time.

ANAKIN

I'd rather dream of Padmé. Just

Being around her again is...

intoxicating.

OBI-WAN

Mind your thoughts, Anakin, they

betray you. You've made a

commitment to the Jedi order... a

commitment not easily broken...

and don't forget she's a

politician. They're not to be

trusted.

ANAKIN

She's not like the others in the

Senate, Master.

OBI-WAN

It's been my experience that

Senators are only focused on

pleasing those who fund their

campaigns... and they are more

than willing to forget the

niceties of democracy to get those

funds.

ANAKIN

Not another lecture, Master. Not

on the economics of politics....

It's too early in the morning... and

besides, you're generalising. The

Chancellor doesn't appear to

be corrupt.

OBI-WAN

Palpatine's a politician, I've

observed that he is very clever at

following the passions and

prejudices of the Senators.

ANAKIN

I think he is a good man. My

instincts are very positive

about...

ANAKIN looks stunned. He looks sharply at OBI-WAN

OBI-WAN

I sense it, too.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT

ARTOO sounds an alarm and shines a light on the bed. THE KOUHUNS are inches

from PADME'S face. Their mouths are open, and wicked stinger tongues flick

out.

OBI-WAN and ANAKIN burst into the room. The KOUHUNS stand on their hind legs

and hiss as PADME wakes up. ANAKIN throws himself in front of her, whacking

in half the deadly creatures with his lightsaber.

OBI-WAN sees the DROID outside the window and raqces straight at it,

crashing through the blinds as he goes through the window.

EXT. WINDOW LEDGE, APARTMENT BUILDING - NIGHT

OBI-WAN flies through the glass window and flings himself at the PROBE

DROID, grabbing onto the deadly machine before it can flee. The PROBE DROID

sinks under the weight of OBI-WAN but manages to stay afloat and fly away,

with the Jedi hanging on for dear life, a hundred stories above the city.

INT. SENATE BUILDING, AMIDALA'S APARTMENT - NIGHT

ANAKIN and PADME stare at the sight of OBI-WAN being carried off by the

DROID. ANAKIN turns to her. She pulls her nightdress around her shoulders.

ANAKIN

Stay here!

CAPTAIN TYPHO, with TWO GUARDS and DORME, enter the room as Anakin dashes

out.

EXT. CITYSCAPE, CORUSCANT - NIGHT

The PROBE DROID sends several protective electrical shocks across its

surface, causing OBI-WAN to almost lose his grip. As they dart in and out of

the speeder traffic, OBI-WAN disconnects a wire on the back of the DROID.

Its power shuts off! OBI-WAN and the DROID drop like rocks. OBI-WAN realises

the error of his ways and quickly puts the wire back. The DROID'S systems

light up again and it takes off.

EXT. SENATE APARTMENTS - ENTRANCE - NIGHT

ANAKIN charges out of the building and runs to a line of parked speeders. He

vaults into an open one and takes off, gunning it fast toward the lines of

speeder traffic high above.

EXT. CITYSCAPE, CORUSCANT - NIGHT

The DROID bumps against a wall, hoping to knock the Jedi loose. It moves

behind a speeder afterburner to scorch him. It takesthe JEDI wildly between

buildings and finally skims across a rooftop as OBI-WAN is forced to lift

his legs, tenaciously hanging onto the DROID. The DROID heads for a dirty,

beat-up speeder hidden in an alcove of a building about twenty stories up.

When the pilot of the speeder, a scruffy bounty hunter called ZAM WESELL,

sees the DROID approach with OBI-WAN hanging on, she pulls a long rifle out

of the speeder and starts to fire at the JEDI. EXPLOSIONS burst all around

OBI-WAN.

OBI-WAN

I have a bad feeling about this.

FINALLY, the DROID suffers a direct hit and blows up. OBI-WAN falls fifty

stories, until a speeder drops down next to him, and he manages to grab onto

the back end of the speeder and haul himself toward the cockpit. The JEDI

struggles to climb into the passenger seat of the open speeder and sit down

next to the driver, ANAKIN.

ANAKIN

That was wacky! I almost lost you

in the traffic.

OBI-WAN

What took you so long?

ANAKIN

Oh, you know, Master, I couldn't

find a speeder I really liked,

with an open cockpit... and with

the right speed capabilities...

and then you know I had to get a

really gonzo color...

They zoom upward in hot pursuit of ZAM asshe fires out the open window at

them with her laser pistol.

OBI-WAN

If you'd spend as much time

working on your saber skills as

you do on your wit, young Padawan,

you would rival Master Yoda as a

swordsman.

ANAKIN

I thought I already did.

OBI-WAN

Only in your mind, my very young

apprentice. Careful!! Hey, easy!!

As this conversation is going on, ANAKIN deftly moves in and out of the

oncoming traffic, across lanes, between buildings, and miraculously through

a construction site. ZAM WESELL continues firing at them.

ANAKIN

Sorry, I forgot you don't like

flying, Master.

OBI-WAN

I don't mind flying... but

what you're doing is suicide!

They barely miss a commuter train

ANAKIN

Master, you know I've been flying

since before I could walk. I'm very

good at this.

OBI-WAN

Just slow down!

ZAM WESSEL and the JEDI race through a line of cross-traffic made up of

giant trucks. The speeders bank sideways as they slide around right-angle

turns between buildings. ZAM races into a tram tunnel.

OBI-WAN

(continuing)

Wait! Don't go in there!

ANAKIN zooms into the tunnel after ZAM. They see a tram coming at them. They

brake, turn around, and race out, barely ahead of the charging commuter

transport.

OBI-WAN

(continuing)

You know I don't like it when you

do that!

ANAKIN

Sorry, Master. Don't worry, this

guy's gonna kill himself any

minute now!

ZAM WESSEL turns into oncoming traffic, deliberately trying to throw the

JEDI off. Oncoming speeders swerve, trying to avoid ZAM and the JEDI. ZAM

does a quick, tight loop-over and ends up behind the JEDI. She is now in a

much better position to fire at them with her laser pistol. To avoid being

hit by the laser bolts, ANAKIN slams on the brakes and moves alongside ZAM.

She now fires point-blank at OBI-WAN.

OBI-WAN

What are you doing? He's gonna

blast me!

ANAKIN

Right - this isn't working.

ANAKIN slides underneath Zam's speeder. They race along in traffic, one

speeder right on top of the other. The BOUNTY HUNTER skims over the

rooftops, causing ANAKIN to drop behind. ANAKIN goes through his gears,

zooming around traffic. They race at high speed across a wide, flat surface

of the city planet. A large spacecraft almost collides with them as it

attempts to land. They round a corner and clip a flag, which gets caught on

one of the front air scoops.

OBI-WAN

That was too close!

ANAKIN

Clear that!

OBI-WAN

What??

ANAKIN

Clear the flag! We're losing

power! Hurry!

OBI-WAN leans out of the speeder, then crawls out onto the front engine,

pulling the flag free of the scoop. The speeder lurches forward with a surge

of power.

OBI-WAN

Whooooaaa! Don't do that! I

don't like it when you do that!

ANAKIN

So sorry, Master.

They chase the BOUNTY HUNTER through a power refinery.

OBI-WAN

It's dangerous near those power

couplings! Slow down! Don't go

through there!

Huge electrical bolts shoot between the buildings as the speeders pass.

OBI-WAN

(continuing)

Yiiii, what are you doing?

ANAKIN

Sorry, Master!

OBI-WAN

(sarcastically)

Oh, that was good...

ANAKIN

That was crazy!!!

ZAM slides around a corner sideways, blocking an alley, firing point-blank

as ANAKIN approaches.

ANAKIN

(continuing)

Ahh, damn.

OBI-WAN

Stop!!

ANAKIN

No, we can make it.

ANAKIN barely misses the BOUNTY HUNTER'S speeder as he dives under it, and

through a small gap in the building hitting several pipes and going wildly

out of control. ANAKIN struggles to regain control of the speeder, narrowly

missing a crane, barely clipping a pair of giant struts. A giant gasball

shoots up, causing ANAKIN to spin and bump a building, stalling the speeder.

OBI-WAN

I'm crazy... I'm crazy... I'm

crazy.

ANAKIN

But it worked... we made it.

OBI-WAN

(angrily)

It didn't work... we've stalled!

And you almost got us killed!

ANAKIN

I think we're still alive.

ANAKIN works to get the speeder started. It quickly races to life.

OBI-WAN

(very angrily)

It was stupid!

ANAKIN

(sheepishly)

I could have made it...

OBI-WAN

(furious)

But you didn't!!! And now we've

lost him.

Suddenly, there is an ambush. Laser bolts fire everywhere. EXPLOSIONS

surround them. They look up to see ZAM WESSEL take off.

ANAKIN

No we didn’t...

Out of a cloud of smoke and ball of flames the JEDI tear after ZAM. They are

smoking. OBI-WAN slaps out the small fire on the dashboard. ZAM goes up and

down, through cross-traffic. There is a near miss as a speeder almost hits

them. ZAM turns down and left between two buildings. ANAKIN pulls up and to

the right

OBI-WAN

Where are you going?! He went

down there, the other way.

ANAKIN

This is a shortcut... I think.

OBI-WAN

What do you mean, ‘You think?’

What kind of shortcut?! He went

completely the other way! You’ve

lost him!

ANAKIN

Master, if we keep this chase

going, that creep’s gonna end up

deep fried. Personally, I’d very

much like to find out who in the

hell he is and who he’s working

for...

OBI-WAN

(sarcastic)

Oh, so that’s why we’re going in

the wrong direction.

ANAKIN turns up a side street, zooming up several small passageways, then

stops, hovering about fifty stories up.

OBI-WAN

(continuing)

Well, you lost him.

ANAKIN

I’m deeply sorry, Master.

ANAKIN looks around front and back. He spots something. He seems to

start counting to himself as he watches something below approach.

ANAKIN

(continuing)

Excuse me for a moment.

ANAKIN jumps out of the speeder. OBI-WAN looks down and sees Zam’s speeder

about five stories below them cruising past. ANAKIN miraculously lands on

top of the Bounty Hunter’s speeder. The speeder wobbles under the impact.

ZAM looks up and realises what has happened.

ZAM takes off, and ANAKIN slides to the back strut and almost slips off, but

manages to hang on. ANAKIN works his way back to the speeder’s cockpit, just

as ZAM stops suddenly, and ANAKIN flies forward to the left front fork. ZAM

shoots at him with a laser pistol. There is a BLAST near ANAKIN'S hand,

which breaks off a piece of the speeder. ANAKIN slides to the right fork of

the speeder, where ZAM can’t reach him. He scrambles to the top, holding

onto an air scoop.

OBI-WAN has jumped into the driver’s seat of his speeder and is deftly

gaining on the rogue speeder. The two speeders dive through oncoming traffic

and then through cross traffic. Finally, ANAKIN is able to get hold of his

lightsaber and starts to cut his way through the roof of the speeder. ZAM

takes out her laser pistol and starts firing at the helpless JEDI, knocking

the sword out of his hand. OBI-WAN races under the speeder and catches the

Jedi weapon in the passenger’s seat.

ANAKIN sticks his hand into the cockpit and, using the Force, pulls the gun

out of ZAM’S hand. She grabs the Jedi’s hand, and they struggle for the

weapon. It goes off, blowing a hole in the floor of the speeder. The speeder

careens wildly out of control. ZAM struggles to pull the speeder out of it’s

nose dive. OBI-WAN gets slowed down by traffic and loses sight of the Bounty

Hunter’s speeder.

Just as the dragster is about to nose dive into the ground, ZAM pulls it

out, and it slides hard on the pavement in a shower of sparks. ANAKIN goes

flying into the street.

EXT. ENTERTAINMENT STREET - NIGHT

ZAM exits the crashed speeder and runs. ANAKIN picks himself up off the

pavement and runs down the very crowded street.

It's the seedy underbelly of the city. Broken sidewalks, garish lights

reflected on the filthy puddles. It's pretty crowded with various ALIEN

LOW-LIFES, PANHANDLING DROIDS, and the occasional group of UPPERCLASS

SLUMMERS.

ANAKIN barges into several of them as he chases after the fleeing ZAM. He

loses the Bounty Hunter in the crowd, them sees him again. The young Jedi is

having a very difficult time getting through the crowd.

Ahead, ZAM turns in through a door and disappears.

A nightclub sighs is flashing over the door. ANAKIN is just about to follow

ZAM when there is a sudden swirl of litter from downthrusters. PEOPLE start

moving out of the way, and the open speeder lands in the street beside him.

OBI-WAN gets out and walks over, holding out ANAKIN'S lightsaber.

OBI-WAN

Anakin!

ANAKIN

She went into that club, Master.

OBI-WAN

Patience.

OBI-WAN hands ANAKIN the lightsaber.

OBI-WAN

(continuing)

Here. Next time try not to lose it.

ANAKIN

Sorry, Master.

ANAKIN reaches for the lightsaber, but OBI-WAN holds it back.

OBI-WAN

A Jedi's saber is his most

precious possession.

ANAKIN

Yes, Master.

He reaches for the lightsaber, OBI-WAN pulls it back.

OBI-WAN

He must keep it with him at all

times.

ANAKIN

I know, Master.

OBI-WAN

This weapon is your life!

ANAKIN

I've heard this lesson before...

OBI-WAN finally holds out the lightsaber and ANAKIN grabs it.

OBI-WAN

But, you haven't learned anything,

Anakin.

ANAKIN

I try, Master.

INT. NIGHTCLUB - NIGHT

OBI-WAN and ANAKIN enter the nightclub bar, and everyone stares at them

OBI-WAN

Why do I think you are going to be

the death of me?!

ANAKIN

Don't say that Master... You're

the closest thing I have to a

father... I love you. I don't want

to cause you pain.

OBI-WAN

Then why don't you listen to me?!

ANAKIN

I will. I'll do better, I promise.

OBI-WAN

Do you see him him?

ANAKIN

I think he's a she...

OBI-WAN

Then be extra careful...

(nods to a room)

Check it out.

OBI-WAN goes away.

ANAKIN

Where are you going, Master?

OBI-WAN

To get a drink.

OBI-WAN heads for the bar. ANAKIN blinks in surprise, then moves into the

room, where ALIEN FACES look back at him with hostility, suspicion, and

invitation as he moves among the tables. OBI-WAN arrives at the bar. He

signals the BARMAN.

CLOSE - Somewhere in the room a HAND moves to a pistol in its holster and

unsnaps the safety catch. At the bar, a glass is placed in from of OBI-WAN.

A drink is poured. He lifts the glass.

ELAN SLEAZEBAGGANO

Wanna buy some death sticks?

OBI-WAN looks at him. He moves his fingers slightly.

OBI-WAN

You don't want to sell me death-

sticks.

ELAN

I don't want to sell you death-

sticks.

OBI-WAN moves his fingers.

OBI-WAN

You want to go home and rethink

your life.

ELAN

I want to go home and rethink my

life.

He leaves. OBI-WAN lifts the drink and tosses it back.

CLOSE. The gun is drawn from its holster and held down out of sight. The

BOUNTY HUNTER starts to move toward the bar.

ANAKIN checks out ALIEN FACES. OBI-WAN signals for another drink. The gun

moves toward his unsuspecting back.

The drink is poured. OBI-WAN reaches for it. The gun is raised to aim

directly at his back, and suddenly OBI-WAN turns fast. His lightsaber

flashes. There is a shrill SCREAM and ZAM'S ARM hits the floor. The gun

drops from its twitching fingers. Blood spreads.

The room is silent. ALIENS rise menacingly from their seats, and ANAKIN is

suddenly at OBI-WAN's side, his lightsaber glowing.

ANAKIN

Easy... Official business. Go

back to your drinks.

Slowly, the ALIENS sit. Conversation resumes. Onstage, THE PERFORMERS pick

up their routine. OBI-WAN and ANAKIN lift ZAM and carry her out.

EXT. ALLEY OUTSIDE NIGHTCLUB - NIGHT

OBI-WAN and ANAKIN carry ZAM into the alley and lower her to the ground.

OBI-WAN attends to her wounded shoulder. She stares up hatefully at ANAKIN.

She winces in pain, then nods.

OBI-WAN

Do you know who it was you were

trying to kill?

ZAM WESSEL

The Senator from Naboo.

OBI-WAN

Who hired you?

ZAM glares at OBI-WAN.

ZAM WESSEL

It was just a job.

ANAKIN

Tell us!

ZAM WESSEL

That Senator's gonna die soon

anyway, and the next one won't

make the same mistake I did...

OBI-WAN

This wound's going to need

treatment.

ANAKIN

Who hired you? Tell us... tell us

now!

ZAM glares hatefully.

ZAM

It was a Bounty Hunter called...

There is a sudden FTZZZ sound. ZAM twitches. She blinks in surprise and

dies.

There is a WEOOSH from above. OBI-WAN and ANAKIN look up yo see an ARMOURED

ROCKET-MAN taking off from a roof high above. OBI-WAN looks down at ZAM. He

touches her neck and pulls out a small, wicked-looking dart.

OBI-WAN

Toxic Dart...

INT. SENATE BUILDING, AMIDALA'S APARTMENT - DAY

ANAKIN and JAR JAR stand near the door of the anteroom to PADME'S

bedroom. PADME and DORME move about packing luggage.

PADMÉ

Representative Binks. I know I can

count on you.

JAR JAR

Yousa betchen mesa bottums.

PADMÉ

What?!

JAR JAR

(coughs, recovers)

Oh, pardone-ay, Senator. I mean,

I am honoured to accept this heavy

burden. I take on this

responsibility with deep humility

tinged with an overwhelming pride.

(pompously)

It is not every day that I am

called upon to...

PADME kisses him on the cheek and gives him a hug. JAR JAR turns red.

PADMÉ

You're a good friend, Jar Jar. I

don't wish to hold you up. I'm

sure you have a great deal to do.

JAR JAR

Of course, M'lady.

JAR JAR bows and goes out. As he passes ANAKIN, he flashes a dazzling

smile... PADME is in a very bad mood.

PADMÉ

I do not like this idea of hiding.

ANAKIN

Don't worry. Now that the Council

has ordered an investigation, it

won't take Master Obi-Wan long to

find that bounty hunter.

PADMÉ

(frustrated)

I haven't worked for a year to

defeat the "Military Creation Act"

not to be here when its fate is

decided.

ANAKIN

Sometimes we have to let go of our

pride and do what is requested of

us.

PADMÉ

Pride?!? Annie, you're young, and

you don't have a very firm grip on

politics. I suggest you reserve

your opinions for some other time.

ANAKIN

Sorry, M'lady. I was only trying

to...

PADMÉ

Annie! No!

ANAKIN

Please don't call me that.

PADMÉ

What?

ANAKIN

Annie...

PADMÉ

I've always called you that... it

is your name, isn't it?

ANAKIN

It's Anakin. When you say Annie

it's like I'm still a little

boy... and I'm not.

PADMÉ

I'm sorry, Anakin. It's impossible

to deny you've...

(looks him over)

...that you've grown up.

PADME smiles at ANAKIN. He becomes a little shy.

ANAKIN

Master Obi-Wan manages not to see

it...

PADMÉ

Mentors have a way of seeing more

of our faults than we would like.

It's the only way we grow.

ANAKIN

Don't get me wrong... Obi-Wan is

a great mentor. As wise as Master

Yoda and as powerful as Master

Windu. I am truly thankful to be

his apprentice. Only... although

I'm a Padawan learner, in some

ways... a lot of ways... I'm ahead

of him. I'm ready for the trials.

I know I am! He knows it too. He

believes I'm too unpredictable...

Other Jedi my age have gone

through the trials and made it...

I know I started my training

late... but he won't let me move

on.

PADMÉ

That must be frustrating.

ANAKIN

It's worse... he's overly

critical. He never listens! He

just doesn't understand! It's not

fair!

PADME cannot surpress a laugh. She shakes her head.

PADMÉ

I'm sorry... You sounded exactly

like that little boy I once knew,

when he didn't get his way.

ANAKIN

I'm not whining! I'm not.

PADME just smiles at him. DORME laughs in the background.

PADMÉ

I didn't say it to hurt you.

ANAKIN

I know...

There is a brief silence. PADME comes over to ANAKIN.

PADME

Anakin...

They look into each other's eyes for the first time.

PADMÉ

(continuing)

Don't try to grow up too fast.

ANAKIN

I am grown up. You said it

yourself.

ANAKIN looks deep into PADME'S eyes.

PADMÉ

Please don't look at me like that.

ANAKIN

Why not?

PADMÉ

Because I can see what you're

thinking.

ANAKIN

(laughing)

Ahh... so, you have Jedi powers

too?

DORME is watching with concern.

PADMÉ

It makes me feel uncomfortable.

ANAKIN

Sorry, M'lady.

ANAKIN backs away as PADME turns and goes back to her packing.

EXT. CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - DAY

A small bus speeds toward the massive freighter docks of Coruscant's

Industrial area. The spaceport is bustling with activity. Transports of

various sizes moves supplies and passengers as giant floating cranes lift

cargo out of starships. The bus stops before a huge intergalactic freighter

starship. It parks in the shadows of an overhang.

INT. CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - DAY

ANAKIN and PADME, dressed in Outland peasant outfits, get up and head for

the door where CAPTAIN TYPHO, DORME and OBI-WAN are waiting to hand them

their luggage. DORME is dressed to look like Senator Amidala.

CAPTAIN TYPHO

Be safe, m'lady.

PADMÉ

Thank you, Captain. Take good

care of Dorme... the threat's on

you two now.

DORME

He'll be safe with me.

They laugh, and PADME embraces her faithful handmaiden. DORME start to weep.

PADMÉ

You'll be fine.

DORME

It's not me, M'Lady. I worry

about you. What if they realise

I'm not you?

PADMÉ

(looks to Anakin)

Then my Jedi protector will have

to prove how grown up he is.

DORME and PADME smile. ANAKIN frowns as OBI-WAN pulls him aside.

OBI-WAN

Anakin, you stay put on Naboo.

Do not attract any attention. Do

absolutely nothing without

checking in with me or the Council.

ANAKIN

Yes, Master.

OBI-WAN

(to Padme)

I will get to the bottom of this

plot quickly, M'Lady. You'll be

back here in no time.

PADMÉ

I will be most grateful for your

speed, Master Jedi.

ANAKIN

Time to go.

PADMÉ

I know.

PADME gives DORME a last hug. ANAKIN picks up the luggage, and the TWO

PEASANTS exit the speeder bus, where ARTOO is waiting for them.

OBI-WAN

May the Force be with you.

ANAKIN

May the Force be with you, Master.

They head off toward the giant Starfreighter.

PADMÉ

Suddenly, I'm afraid...

ANAKIN

I'm kinda scared too. This is my

first assignment on my own.

PADMÉ

There's nothing to worry about...

we have Artoo with us.

The two laugh.

OBI-WAN and CAPTAIN TYPHO watch ANAKIN and PADME disappear into the

vastness of the spaceport with ARTOO trundling along behind them.

OBI-WAN

I hope he doesn't try anything

foolish.

CAPTAIN TYPHO

I'd be more concerned about her

doing something, than him.

EXT. FREIGHTER DOCKS - CORUSCANT - DAY

The freighter slowly takes off from the huge docks area of Coruscant. It

soon moves into the crowded skies.

INT. JEDI TEMPLE, MAIN HALLWAY - LATE DAY

From high above, light streams down from the lofty ceilings. OBI-WAN crosses

the floor of the great hallway, heaading for the Analysis Rooms.

INT. JEDI TEMPLE, ANALYSIS CUBICLES - LATE DAY

OBI-WAN walks past several glass cubicles where work is going on. He comes

to an empty one and sits down in front of a console. A PK-4 ANALYSIS DROID

comes to life. A tray slides out of the console.

PK-4

Place the subject for analysis on

the sensot tray, please.

OBI-WAN puts the dart onto the traym which retracts into the console. The

DROID activates the system, and a screen lights up in from of OBI-WAN.

OBI-WAN

It's a toxic dart. I need to know

where it came from and who made it.

PK-4

One moment, please.

Diagrams and .... appear on the screem, scrolling past at great speed.

OBI-WAN watches as the screen goes blank. They tray slides out.

PK-4

(continuing)

As you can see on your screen,

subject weapon does not exist in

any known culture. Markings

cannot be identified. Probablt

self-made by a warrior not

associated with any known society.

OBI-WAN

Excuse me? Could you try again

please?

PK-4

Master Jedi, our records are very

thorough. they cover eight

percent of the galaxy. If I can't

tell you where it came from,

nobody can.

OBI-WAN picks up the dart and looks at it, then looks to the DROID.

OBI-WAN

Thanks for your assistance! You

may not be able to figure this

out, but I think I know someone

who might.

EXT. SPACE, STARSHIP FREIGHTER

The massive, slow-moving Freighter suddenly zooms away into lightspeed.

INT. STARFREIGHTER, STORAGE HOLD - DAY

The great, gloomy hold is crowded with EMIGRANTS and their belongings. To

one side ARTOO is coming to the head of a food line, where SERVERS are

ladling out bowls of mush. ARTOO holds two bowls.

SERVER

Keep moving! Keep moving!

ARTOO slips tube into a tub of mush and sucks up a large quantity. With one

of his little claw-arms, he grabs several chunks of something that looks

like brown bread. A SERVER sees him.

FOOD SERVER

(continuing)

Hey! No Droids!

ARTOO takes one last big suck and heads away from the food line. The SERVER

shouts after him angrily. The little droid moves past groups of eating or

sleeping EMIGRANTS and comes to where ANAKIN is sound asleep. The young Jedi

seems to be having a nightmare. He is very restless.

ANAKIN

No, no, Mom, no...

He is sweating. PADME leans over to wipe some of the sweat from his

forehead. He wakes up with a start, then realises where he is. PADME simply

looks at him. He stares back, somewhat confused. ARTOO fills up two bowls

with mush.

ANAKIN

(continuing)

What?

PADMÉ

You seemed to be having a

nightmare.

ANAKIN looks at PADME a little more closely, trying to see if he has

revealed any of his secrets. She hands him a bowl of mush and bread.

PADMÉ

(continuing)

Are you hungry?

ANAKIN

Thank you.

PADMÉ

We went into lightspeed a while

ago.

ANAKIN looks into PADME'S eyes.

ANAKIN

I look forward to seeing Naboo

again. I've thought about it every

day since I left. It's by far the

most beautiful place I've ever

seen...

PADME is a little unnerved by his intense stare.

PADMÉ

You were just a little boy then.

It may not be as you remember it;

time changes your perception.

ANAKIN

I think time has given me much

more mature feelings to enhance my

perception.

PADMÉ

It must be difficult having sworn

your life to the Jedi... not being

able to visit the places you

like... or do the things you

like...

ANAKIN

Or be with the people I love.

PADMÉ

Are you allowed to love? I

thought that was forbidden for a

Jedi.

ANAKIN

Attachment is forbidden.

Possession is forbidden.

Compassion, which I would define

as unconditional love, is central

to a Jedi's life, so you might say

we're encouraged to love.

PADMÉ

You have changed so much

ANAKIN

You haven't changed a bit. You're

exactly the way I remember you in

my dreams. I doubt if Naboo has

changed much either.

PADMÉ

It hasn't...

ANAKIN

I can't wait to breathe the sweet

breeze that comes off the rolling

hills. Whenever I try to

visualise the Force, those hills

are what I see.

ANAKIN looks at PADME when he says this.

ANAKIN

(continuing)

I love Naboo.

There is an awkward moment.

PADMÉ

(changing the subject)

Were you dreaming about you

mother earlier, weren't you?

ANAKIN

Yes... I left Tatooine so long

ago, my memory of her is fading.

I don't want to lose it. Recently

I've been seeing her in my

dreams... vivid dreams... scary

dreams. I worry about her.

PADME gives ANAKIN a sympathetic look.

EXT. CORUSCANT, DOWNTOWN, BACK STREET - MORNING

OBI-WAN walks down the street. It is a pretty tough part of town. Old

buildings, warehouses, beat up speeders and transporter rigs occasional

"shiny freighters" hissing through.

OBI-WAN comes to a kind of alien diner. On the steamed-up windowa it says

"DEX'S DINER" in alien lettering. He goes inside.

INT. CORUSCANT, DEX'S DINER - MORNING

A young waitress, HERMIONE BAGWA, is wiping off a booth tabletop. There is a

counter with stools and a line of booths along the wall by the window. A

number of CUSTOMERS are eating - TOUGH-LOOKING WORKERS, FREIGHTER DRIVERS

etc. HERMIONE looks up as OBI-WAN comes in.

HERMIONE

Can I help ya?

OBI-WAN

I'm looking for Dexter.

HERMIONE'S eyes narrow.

HERMIONE BAGWA

Waddya want him for?

OBI-WAN

He's not in trouble. It's

personal.

HERMIONE stares at OBI-WAN. There is a brief pause. Then she goes to the

open serving hatch behind the counter.

HERMIONE BAGWA

Someone to see ya, honey

(lowering her voice)

A Jedi, by the looks of him.

Steam billows out from the kitchen hatch behind the counter as a huge head

pokes through.

DEXTER JETTSTER

Obi-Wan!

OBI-WAN

Hey, Dex.

DEXTER JETTSTER

Take a seat! Be right with ya!

OBI-WAN sits in a booth.

HERMIONE BAGWA

You want a cup of ardees?

OBI-WAN

Thank you.

HERMIONE moves off as the door to the counter opens and DEXTER JETTSTER

appears. He is big - bald and sweaty, old and alien. Not someone to tangle

with. He arrives, beaming hugely.

DEXTER JETTSTER

Hey, ol' buddy!

OBI-WAN

Hey, Dex.

DEXTER eases himself into the seat opposite OBI-WAN. He can just make it.

HERMIONE sets two mugs of steaming ardees in from of them.

DEXTER JETTSTER

So, my friend. What can I do for

ya?

OBI-WAN

You can tell me what this is.

OBI-WAN places the dart on the table between them. DEX'S eyes widen. He puts

down his mug.

DEXTER JETTSTER

Well, whattaya know...

DEXTER picks up the dart delicately between his puffy fingers and peers at

it.

DEXTER JETTSTER

(continuing)

I ain't seen one of these since I

was prospecting on Subterrel

beyond the Outer Rim!

OBI-WAN

Do you know where it came from?

DEXTER grins. He puts the dart down between them.

DEXTER JETTSTER

This baby belongs to them cloners.

What you got here is a Kamino

Kyberdart.

OBI-WAN

Kamino Kyberdart... I wonder why

it didn't show up in any analysis

archive.

DEXTER JETTSTER

It's these funny little cuts on

the side give it away...

Those analysis droids you've got

over there only focus on symbols,

you know. I should think you Jedi

would have more respect for the

difference between knowledge and

wisdom.

OBI-WAN

Well, Dex, if droids could think, we

wouldn't be here, would we?

(laughing)

Kamino... doesn't sound familiar.

Is it part of the Republic?

DEXTER JETTSTER

No, it's beyond the Outer Rim.

I'd say about twelve parsecs

outside the Rishi Maze, toward the

south. It should be easy to find,

even for those droids in your

archive to find. Those Kaminoans

keep to themselves. They're

cloners. Damned good ones, too.

OBI-WAN then picks up the dart, holding it midway between them.

OBI-WAN

Cloners? Are they friendly?

DEXTER JETTSTER

It depends.

OBI-WAN

On what, Dex?

Dexter grins.

DEXTER JETTSTER

On how good your manners are...

and how big your pocketbook is...

EXT. NABOO SPACEPORT - DAY

The Starfreighter lands in the giant port city of Theed.

PADME, ANAKIN and ARTOO are among the EMIGRANTS streaming from the

Starfreighter and into the vast docking area. They exit onto the main plaza.

EXT. NABOO PALACE, GRAND COURTYARD (NABOO) - AFTERNOON

The speeder bus pulls up and stops. PADME, ANAKIN, and ARTOO get out. The

great courtyard stretches out before them, and they see the rose-colored

dome of the palace on the far side. ARTOO WHISTLES. They pick up their gear

and start to cross the courtyard. ARTOO trundles behind them.

ANAKIN

If I grew up here, I don't think

I'd ever leave.

PADMÉ

(laughing)

I doubt that.

ANAKIN

No, really. When I started my

training, I was very homesick and

very lonely. This city and my Mom

were the only pleasant things I

had to think about... The problem

was, the more I thought about my

Mom, the worse I felt. But I

would feel better if I thought

about the palace - the way it

shimmers in the sunlight - the way

the air always smells of flowers...

PADMÉ

...and the soft sound of the

distant waterfalls. The first

time I saw the Capital, I was very

young... I'd never seen a

waterfall before. I though they

were so beautiful... I never

dreamed one day I'd live in the

palace.

ANAKIN

Well, tell me, did you dream of

power and politics when you were

a little girl?

PADMÉ

(laughing)

No! That was the last thing I

thought of. My dream was to help

in the "Refugee Relief Movement."

I never thought of running for

elected office. But the more

history I studied, the more I

realised how much good politicians

could do. So when I was eight, I

joined the "Apprentice

Legislators", then later on became

a Senatorial advisor, with such a

passion that, before I knew it, I

was elected Queen. Partly because

I scored so high on my education

certificate, but for the most part

it was my conviction that reform

was possible. I wasn't the

youngest Queen ever elected, but

now that I think back on it, I'm

not sure I was old enough. I'm not

sure I was ready.

ANAKIN

The people you served thought you

did a good job. I heard they

tried to amend the Constitution so

you could stay in office.

PADMÉ

Popular rule is not democracy,

Annie. It gives the people what

they want, not what they need.

And, truthfully, I was relieved

when my two terms were up. So

were my parents. They worried

About me during the blockade and

couldn't wait for it all to be

over. Actually, I was hoping to

have a family by now... My

sisters have the most amazing,

wonderful kids... but when the

Queen asked me to serve as

Senator, I couldn't refuse her.

ANAKIN

I agree! I think the Republic

needs you... I'm glad you chose

to serve. I feel things are going

to happen in our generation that

will change the galaxy in profound

ways.

PADMÉ

I think so too.

ANAKIN and PADME walk toward the palace. ARTOO continues to follow.

INT. NABOO PALACE, THRONE ROOM - AFTERNOON

QUEN JAMILLIA is seated on the throne, flanked by SIO BIBBLE and a COUPLE OF

ADVISORS. FOUR HANDMAIDENS stand close by, and GUARDS are at the doors.

QUEEN JAMILLIA

We've been worried about you.

(takes her hand)

I'm so glad you're safe, Padmé.

PADMÉ

Thank you, Your Highness. I only

Wish I could have served you

better by staying on Coruscant for

the vote.

SIO BIBBLE

Given the circumstances, Senator,

you know it was the only decision

Her Highness could have made.

QUEEN JAMILLIA

How many systems have joined Count

Dooku and the separatists?

PADMÉ

About two hundred. And more are

leaving the Republic every day.

If the Senate votes to create an

army, I'm sure it's going to push

us into a civil war.

SIO BIBBLE

It's unthinkable! There hasn't

been a full-scale war since the

formation of the Republic!

QUEEN JAMILLIA

Do you see any way, through

negotiations, to bring the

separatists back into the Republic?

PADMÉ

Not if they feel threatened. The

separatists don't have an army,

but if they are provoked, they

will move to defend themselves.

I'm sure of that. And with no time

or money to build an army, my

guess is they will turn to the

Commerce Guilds or the Trade

Federation for help.

QUEEN JAMILLIA

The armies of commerce! Why has

Nothing been done in the Senate

to restrain them?

PADMÉ

I'm afraid that, despite the

Chancellor's best efforts, there

are still many bureaucrats,

judges, and even Senators on the

payrolls of the Guilds.

SIO BIBBLE

It's outrageous! After all of

those hearings, and the four trials in

the Supreme Court, Nute Gunray is

still the Viceroy of the Trade

Federation. Do those money

mongers control everything?

QUEEN JAMILLIA

Remember, Counsellor, the courts

were able to reduce the

Federation's armies. That's a

move in the right

direction.

PADMÉ

There are rumours, Your Highness,

that the Federation Army was not

reduced as they were ordered.

ANAKIN

The Jedi have not been allowed to

investigate. It would be to be too

dangerous for the economy, we were

told.

QUEEN JAMILLIA

We must keep our faith in the

Republic. The day we stop

believing democracy can work is

the day we lose it.

PADMÉ

Let's pray that day never comes.

QUEEN JAMILLIA

In the meantime, we must consider

your own safety.

SIO BIBBLE signals. All the other ADVISORS and ATTENDANTS bow and leave the

room.

SIO BIBBLE

(to Anakin)

What is your suggestion, Master

Jedi?

PADMÉ

Anakin's not a Jedi yet, Counsellor.

He's still a Padawan learner. I

was thinking...

ANAKIN

(nettled)

Hey, 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 am in charge of

security here, M'Lady.

SIO BIBBLE and QUEEN JAMILLIA exchange a look. Something is going on here.

PADMÉ

Annie, my life is at risk, and

this is my home. I know it very

well... that is why we're here.

I think it would be wise for you

to take advantage of my knowledge

in this instance.

ANAKIN

(takes a deep breath)

Sorry, M'Lady.

SIO BIBBLE

(to Anakin, amused)

She is right. The Lake Country is

the most remote part of Naboo.

Not many people and a clear view

of the surrounding terrain.

QUEEN JAMILLIA

Perfect. It's settled then.

ANAKIN glares at PADME. Then QUEEN JAMILLIA gets up, and they all start to

leave.

QUEEN JAMILLIA

(continued)

Padmé, I had an audience with your

father yesterday. I told him what

was happening. He hopes you will

visit your mother before you

leave... your family's very

worried about you.

PADME looks worred. They ALL exit down the main staircase.

EXT. JEDI TEMPLE - DAY

The main entrance at the base of the huge temple is bustling with activity.

All sorts of JEDI are coming and going.

INT. JEDI TEMPLE, ARCHIVES LIBRARY - DAY

A bronze bust of Count Dooku, stands among a line of other busts of Jedi in

the Archive Room. OBI-WAN stands in front it, studying the striking features

of the chiselled face.

On the walls, lighted computer panels seem to stretch into infinity. Farther

along the room in the background, FIVE JEDI are seated at tables, studying

archival material.

After OBI-WAN studies the bust for a few moments before MADAME JOCASTA NU,

the Jedi Archivist is standing next to him. She is an elderly, frail-looking

human Jedi. Tough as old boots and smart as a whip.

JOCASTA NU

Did you call for assistance?

OBI-WAN

(distracted in thought)

Yes... yes, I did...

JOCASTA NU

He has a powerful face, doesn't

he? He was one of the most

brilliant Jedi I have had the

privilege of knowing.

OBI-WAN

I never understood why he quit.

Only twenty Jedi have ever left

the Order.

JOCASTA NU

(sighs)

The Lost Twenty... and Count Dooku

was the most recent and the most

painful. No one likes to talk

about it. His leaving was a great

loss to the Order.

OBI-WAN

What happened?

JOCASTA NU

Well, one might say, he was always

a bit out of step with the

decisions of the Council... much

like your old Master, Qui-Gon Jinn.

OBI-WAN

(surprised)

Really?

JOCASTA NU

Oh, yes. They were alike in many

ways. Very individual thinkers...

idealists...

JOCASTA NU stares at the bust

JOCASTA NU

(continuing

He was always striving to become

a more powerful Jedi. He wanted

to be the best. With a lightsaber,

in the old style of fencing, he

had no match. His knowledge of

the Force was... unique. In the

end, I think he left because he

lost faith in the Republic. He

believed that politics were

corrupt, and he felt the Jedi

betrayed themselves by serving the

politicians. He always had very

high expectations of government.

He disappeared for nine or ten

years, then he just showed up

recently as the head of the

separatist movement.

OBI-WAN

Interesting... I'm still not sure

I understand.

JOCASTA NU

Well, I'm sure you didn't call me

over here for a history lesson.

Are you having a problem, Master

Kenobi?

OBI-WAN

Yes, I'm trying to find a planet

system called Kamino. It doesn't

seem to show upon any of the

archive charts.

JOCASTA NU

Kamino? It's not a system I'M

familiar with... Let me see...

JOCASTA NU leans over OBI-WAN'S shoulder, looking at the screen.

JOCASTA NU

(continuing)

Are you sure you have the right

co-ordinates?

OBI-WAN

(nodding)

According to my information, it

should be in this quadrant

somewhere... just south of the

Rishi Maze.

JOCASTA NU taps the keyboard and frowns.

JOCASTA NU

No co-ordinates? It sounds like the

kind of directions you'd get from

a street tout... some old miner or

Furbog trader.

OBI-WAN

All three actually.

JOCASTA NU

Are you sure it exists?

OBI-WAN

Absolutely.

JOCASTA NU

Let me do a gravitational scan.

OBI-WAN and JOCASTA NU studt the star map hologram.

JOCASTA NU

There are some inconsistencies

here. Maybe the planet you're

looking for was destroyed.

OBI-WAN

Wouldn't that be on record?

JOCASTA NU

It ought to be. Unless it was very

recent.

(shakes her head)

I hate to say it, but it looks

like the system you're searching

for doesn't exist.

OBI-WAN

That's impossible... perhaps the

archives are incomplete.

JOCASTA NU

The archives are comprehensive and

totally secure, my young Jedi.

One thing you may be absolutely

sure of - if an item does not

appear in our records, it does not

exist!

OBI-WAN stares at her, then looks back at the map.

EXT. THEED, RESIDENTIAL AREA, SIDE STREET - AFTERNOON

PEOPLE are passing through the little street, OLD MEN are sunning themslves,

WOMEN are gossipping, KIDS are playing. ANAKIN, PADME and ARTOO turn onto a

side street. ANAKIN is back in his Jedi robes. PADME wear a beautiful simple

dress. She stops, beaming.

PADME

There's my house!

PADME starts forward; ANAKIN hangs back.

PADME

(continuing)

What? Don't say you're shy!

ANAKIN

(untruthfully)

No, but I...

Suddenly, there are shouts from two little girils, RYOO (age 6) and POOJA

(age 4). They come running toward PADME.

RYOO & POOJA

Aunt Padme!! Aunt Padme!!

PADME

Ryoo!! Pooja!!

PADME scoops up RYOO and POOJA and hugs them.

PADME

(continuing)

I'm so happy to see you! This is

Anakin. Anakin, this is Ryoo, and

this is Pooja.

ANAKIN and the GIRLS say hello shyly. Then:

RYOO & POOJA

Artoo!!!

As they see the droid, they hug him. ARTOO WHISTLES and BEEPS. PADME laughs.

ANAKIN and PADME go on toward the house. The GIRLS stay and play with ARTOO.

INT. PADME'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON

SOLA, PADME'S beautiful older sister, comes in from the kitchen carrying a

big bowl of food.

SOLA

(over her shoulder)

They're eating over at Jev

Narran's later, Mom. They just

had a snack. They'll be fine.

SOLA puts the bowl down on the table, where ANAKIN, PADME and RUWEE NABERRIE

(Padme's father) are coming into the room.

PADME

Anakin, this is my sister, Sola.

SOLA

Hello, Anakin.

ANAKIN

Hello.

SOLA sits, as JOBAL NABERRIE (Padme's mother) comes in with a heaped bowl of

steaming food.

JOBAL

You're just in time for dinner. I

hope you're hungry, Anakin.

ANAKIN

A little.

PADME

He's being polite, Mom. We're

starving.

RUWEE

(grinning)

You came to the right place at the

right time. Sit down, son.

EVERYONE sits and starts passing food.

JOBAL

(to Padme)

Honey, it's so good to see you

safe. We were so worried.

PADME gives JOBAL a dirty look. RUWEE smiles as he watches.

RUWEE

Dear...

JOBAL

I know, I know... but I had to say

it. Now it's done.

SOLA

Well, this is exciting! Do you

know, Anakin, you're the first

boyfriend my sister's ever brought

home?

PADME

(rolls her eyes)

Sola!! He isn't my boyfriend!

He's a Jedi assigned by the Senate

to protect me.

JOVAL

A bodyguard?! Oh, Padme! They

didn't tell us it was that serious!

PADME

It's not, Mom, I promise.

(glances at Jobal)

Anyway, Anakin's a friend. I've

known him for years. Remember

that little boy who was with the

Jedi during the blockade crisis?

They nod.

PADME

(continuing)

He grew up.

JOBAL

Honey, when are you going to

settle down? Haven't you had

enough of that life? I certainly

have!

PADME

Mom, I'm not in any danger.

RUWEE

(to Anakin)

Is she?

ANAKIN

...Yes... I'm afraid she is.

PADME

(quickly)

But not much.

EXT. PADME'S PARENTS' GARDEN - AFTERNOON

ANAKIN and RUWEE are walking.

RUWEE

Sometimes I wish I'd traveled

more... but I must say, I'm happy

here.

ANAKIN

Padme tells me you teach at the

university?

RUWEE

(nodding)

Yes, and before that, I was a

builder. I also worked for the

Refugee Relief Movement, when I

was very young.

INT. PADME'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON

PADME, SOLA and JOBAL are clearing the table.

SOLA

Why haven't you told us about him?

PADMÉ

What's there to talk about? He's

just a boy.

SOLA

A boy? Have you seen the way he

looks at you?

PADMÉ

Sola - stop it!

SOLA

It's obvious he has feelings for

you. Are you saying, little baby

sister, that you haven't noticed?

PADMÉ

I'm not your baby sister, Sola.

Anakin and I are friends... our

relationship is strictly

professional.

(to Jobal)

Mom, would you tell her to stop it?

SOLA

(laughing)

Well, maybe you haven't noticed

the way he looks at you. I think

you're afraid to.

PADMÉ

Cut it out.

JOBAL

Sola's just concerned... we all

are.

PADMÉ

Oh, Mom, you're impossible. What

I'm doing is important.

JOBAL

You've done your service, Padmé.

It's time you had a life of your

own. You're missing so much!

EXT. PADME'S PARENTS' GARDEN - AFTERNOON

ANAKIN and RUWEE are walking in the garden. RUWEE stops and faces ANAKIN

directly.

RUWEE

Now tell me, son. How serious is

this thing? How much danger is my

daughter really in?

ANAKIN

There have been two attempts on

her life. Chances are there'll be

more. My Master is tracking down

the assassins. I'm sure he'll find

out who they are. This situation,

won't last long.

RUWEE

I don't want anything to happen to

her.

ANAKIN

I don't either.

INT. PADME'S PARENTS' HOUSE, PADME'S ROOM - AFTERNOON

PADME throws some things into a bag.

PADME

Don't worry, this won't take long.

ANAKIN

I just want to get there before

dark.

PADME goes on packing. ANAKIN looks around the room.

ANAKIN

(continuing)

You still live at home.

PADME

I move around so much, I've never

had a place of my own. Official

residences have no warmth. I feel

good here. I feel at home.

ANAKIN

I never had a real home. Home was

always where my Mom was.

ANAKIN picks up a framed hologram.

ANAKIN

(continuing)

Is this you?

The hologram shows Padme at age seven or eight surrounded by forty or fifty

little green creatures. She is holding one in her arms. They are all smiling

hugely.

PADME

That was when I went with the

Relief Group to Shadda-Bi-Boran.

Their sun was imploding, and the

planet was dying. I was helping

to relocate the children. See

that little one I'm holding? His

name was N'a-kee-tula, which means

sweethear. He was so full of

life,. All those kids were. I did

everything I could to save him,

but he died... they all did. They

were never able to adapt... to

live off their native planet.

ANAKIN picks up another hologram. It shows PADME at age ten or eleven. She

is wearing official robes and standing between two robed legislators. Her

expression is severe.

PADME

(continuing)

My first day as an Apprentice

Legislator. Notice the difference?

PADME pulls a face. ANAKIN grins. She continues packing. ANAKIN sets the two

holograms down side by side - the beaming little girl, and the the stern,

unsmiling adolescent.

INT. JEDI TEMPLE, MAIN HALLWAY - DAY

OBI-WAN walks through the main hallway to the training area.

INT. JEDI TEMPLE, TRAINING VERANDA - DAY

OBI-WAN comes out onto the veranda and stops, watching TWENTY or so

FOUR-YEAR-OLDS doing training exercises, supervised by YODA. They wear

helmets over their eyes and try to strike little TRAINING DROIDS with their

miniature lightsabers. The DROIDS dance in front of them.

YODA

Don't think... feel... be as one

with the Force. Help you, it will.

(he sees Obi-Wan)

Younglings - enough! A visitor we

have. Welcome him.

The CHILDREN take off their helmets and turn off their lightsabers.

YODA

(continuing)

Master Obi-Wan Kenobi, meet the

mighty Bear Clan.

CHILDREN

Welcome, Master Obi-Wan!

OBI-WAN

I am sorry to disturb you, Master.

YODA

What help to you, can I be?

OBI-WAN

I’m looking for a planet described

to me by an old friend. I trust

him. But the system doesn’t show

up on the archive maps.

YODA

An interesting puzzle. Gather

round the map reader, younglings.

Master Obi-Wan has lost a planet.

Find it, we will try...

The map reader is a small shaft with a hollow opening at the top. The

CCHILDREN gather around it. OBI-WAN takes out a little glass ball and places

it into the bowl. The window shades close darkening the room and the reader

lights up, projecting the star map hologram into the room. The CHILDREN

laugh. Some of them reach up to try and touch the nebulae and stars. OBI-WAN

walks into the display.

OBI-WAN

This is where it ought to be...

but it isn’t. Gravity is pulling

all the stars in this area inward

to this spot. There should be a

star here... but there isn’t.

YODA

Most interesting. Gravity’s

silhouette remains, but the star

and all its planets have

disappeared. How can this be?

There is a brief pause. Then a CHILD puts its hand up. YODA nods.

JEDI CHILD JACK

Because someone erased it from the

archive memory.

CHILDREN

That’s right! Yes! That’s what

happened! Someone erased it!

JEDI CHILD MAY

If the planet blew up, the gravity

would go away.

OBI-WAN stares; YODA chuckles.

YODA

Truly wonderful, the mind of a

child is. Uncluttered. To the

centre of the pull of gravity go,

and find your planet you will.

OBI-WAN

But Master Yoda who could have

erased information from the

archives? That’s impossible,

isn’t it?

YODA

(frowning)

Much harder to answer, that

question is.

EXT. NABOO LAKE RETREAT, WATER SPEEDER, LANDING PLATFORM - LATE AFTERNOON

A water speeder driven by PADDY ACCU, the retreat caretaker, skims across

the lake away from the island landing platform where a chrome Naboo Starship

rests. ANAKIN and PADME are sitting in the speeder as it skims away to where

a lodge rises on a beautiful island in the middle of the lake.

EXT. NABOO LAKE RETREAT, LODGE, GARDEN TERRACEM LATE AFTERNOON

ANAKIN and PADME walk up the stairs from where the water speeder is parked

onto a terrace overlooking a lovely garden. Behind them, PADDY ACCU

supervises two serving girls, NANDI and TECKLA, as they carry the bags into

the Lodge.

ANAKIN and PADME stop at the balustrade. PADME looks out across the garden

to the shimmering lake and the mountains rising beyond. ANAKIN looks at her

silently.

PADMÉ

When I was in Level Three, we used

to come here for school retreat.

See that island? We used to swim

there every day. I love the water.

ANAKIN

I do too. I guess it comes from

growing up on a desert planet.

PADME becomes aware that ANAKIN is looking at her.

PADMÉ

...We used to lie on the sand and

let the sun dry us... and try to

guess the names of the birds

singing.

ANAKIN

I don’t like sand. It’s coarse

and rough and irritating, and it

gets everywhere. Not like here.

Here everything’s soft... and

smooth...

He touches her arm. PADME has become receptive to the way he looks at her

but is nervous.

PADMÉ

There was a very old man who lived

on the island. He used to make

glass out of sand - and vases and

necklaces out of the glass. They

were magical.

ANAKIN

(looks into her eyes)

Everything here is magical.

PADMÉ

You could look into the glass and

see the water. The way it ripples

and moves. It looked so real...

but it wasn’t.

ANAKIN

Sometimes, when you believe

something to be real, it becomes

real. Real enough, anyway...

They look into each other's eyes. He touches her chin.

PADMÉ

I used to think if you looked too

deeply into glass, you would

lose yourself.

ANAKIN

I think it's true...

ANAKIN kisses PADME. She doesn't resist. She comes to her senses and pulls

away.

PADMÉ

I shouldn't have done that.

ANAKIN

I'm sorry. When I'm around you,

my mind is no longer my own.

PADMÉ

It's the situation... the stress...

He looks at her.

ANAKIN

...the view.

EXT. CORUSCANT, LANDING PLATFORM - LATE AFTERNOON

Obi-Wan's Starfighter is ready for takeoff. OBI-WAN and MACE WINDU stand

beside it.

MACE WINDU

Be wary, this disturbance in the

Force is growing stronger.

OBI-WAN

I am concerned for my Padawan. He

is not ready to be on his own.

YODA

The Council is confident in this decision,

Obi-Wan.

MACE

He has exceptional skills. The

Council is confident in its

decision, Obi-Wan. If the

prophecy is true, he weill be the

one to bring balance to the Force.

OBI-WAN

But he still has much to learn.

And his abilities have made him...

well... arrogant. I realise now

what you and Master Yoda knew from

the beginning... the boy was too

old to start the training and...

OBI-WAN hesitates.

MACE WINDU

There's something else?

OBI-WAN

Master, he should not have been

given this assignment. I'm afraid

Anakin won't be able to protect

the Senator.

MACE WINDU

Why?

OBI-WAN

He has a... an emotional

connection with her. It's been

there since he was boy. Now

he's confused... distracted.

MACE-WINDU

Obi-Wan, you must have faith that

he will take the right path.

OBI-WAN climbs into the cockpit of the Starfighter.

OBI-WAN

Has Master Yoda gained any insight

into whether or not this war will

come about?

MACE WINDU

Probing the Dark Side is a

dangerous process. He could be in

seclusion for days... May the

force be with you.

INT. JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON

YODA sits with his eyes closed, meditating. Silence.

EXT. NABOO LAKE RETREAT, LOUNGE, LATE AFTERNOON

The setting sun touches the mountain peaks. The lake glows in the

rose-tinted light. Floatinf lamps glean softly like jewels at the lodge.

INT. NABOO LAKE RETREAT, DINING ROOM - LATE AFTERNOON

NANDI place dessert in front of PADME. TECKLA does the same for ANAKIN. The

dessert is some kind of fruit. PADME picks up her fork and goes to spear a

piece, but it moves! She frowns and tries again -the fruit moves. She lokk

up at ANAKIN. His eyes are on his plate.

PADME

You did that?

ANAKIN looks up - wide-eyed innocence.

ANAKIN

What?

PADME scowls at him. PADME jabs at the fruit - ANAKIN subtly moves his hand

and it lifts up from the plate and hovers in front of her.

PADME

That! Now stop it!

PADME laughs. ANAKIN laughs. She reaches out for the fruit - it loops.

PADME

(continuing)

Anakin!!

ANAKIN moves his fingers. The fruit flies into his hand.

ANAKIN

I'm not really supposed to do

that... for fun, I mean. If

Master Obi-Wan were here, he'd be

very grumpy.

ANAKIN is pleased. He cuts the fruint into several pieces and sends one back

to PADME. She bites it out of the air and laughs.

INT. NABOO LAKE RETREAT, LODGE, FIREPLACE ALCOVE - TWILIGHT

A fire blazes in the open hearth. PADME is sitting in front of it, gazing at

the flames.

She looks up as ANAKIN arrives. She makes room for him. Brief pause.

ANAKIN

May I tell you something?

PADME

I don't know.

ANAKIN

Then how can I tell you?

PADME

Maybe you should use your Jedi

intuition.

ANAKIN

It doesn't work around you. My

mind is always a muddle... I can

only think of you.

PADME

Anakin, don't...

ANAKIN

From the moment I met you, all

those years ago, a day hasn't gone

by when I haven't thought of you.

And now that I'm close to you again,

I'm in agony. The closer I get to

you, the worse it gets. The

thought of not being with you

mskes my stomach turn over - my

mouth goes dry. I feel dizzy. I

can't breathe. I'm haunted by the

kiss you should never have given

me. My heart is beating, hoping

that kiss will not become a scar.

You are in my very soul,

tormenting me. What can I do? I

will do anything you ask...

Silence. The logs flame in the hearth.

ANAKIN

(continuing)

If you are suffering as much as I

am, tell me.

PADME

...I can't. We can't. It's just

not possible.

ANAKIN

Anything's possible. Padme,

please listen...

PADME

You listen. We live in a real

world. Come back to it. You're

studying to become a Jedi Knight.

I'm a Senator. If you follow your

thoughts through to conclusion,

they will take us to a place we

cannot go... regardless of the way

we feel about each other.

ANAKIN

Then you do feel something!

There's an extraordinary

connection between us. You can't

deny that.

PADME

Annie, it doesn't make any

difference. Jedi aren't allowed

to marry. You swore an oath,

remember? You'd be expelled from

the Order. I will not let you

give up your responsibilities...

your future, for me.

ANAKIN

I was destined to be a Jedi. I

don't think I could be anything

else. But you are asking me to be

rational. That is something I

know I cannot do. I wish I could

wish my feelings away... but I

can't.

PADME

I am not going to give into this.

I'm not going to throw my life

away. I have more important things

to do than fall in love.

There is silence as they stare at the fire. ANAKIN is thinking.

ANAKIN

It wouldn't have to be that way...

we could keep it a secret.

PADME

Then we'd be living a lie - one we

couldn't keep even if we wanted

to. Mt sister saw it. So did my

mother. I couldn't do that.

Could you, Anakin? Could you live

like that?

Silence for a moment.

ANAKIN

...No, you're right. It would

destroy us.

EXT. SPACE

It's just like the star map hologram, plus the storm-shrouded planet of

Kamino, which is exactly where it ought to be. Obi-Wan's Starship flies OVER

CAMERA and heads down toward the planet.

EXT. TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY

Heavy rans and hard-driving winds lash the platform as Obi-Wan's Starship

approaches. The huge, ultra-modern city of Tipoca rests on great stilts that

keep it above the pounding and ever-present waves that cover the surface of

this watery world.

The Starfighter lands. OBI-WAN gets out and makes his way through the

bowling wind toward a tower on the far side of the platform. A door slides

open. A shaft of brilliant light pierces the swirling rain. OBI-WAN passes

through it and goes inside.

INT. TIPOCA CITY, CORRIDOR ENTRANCE

A Brilliant white light. OBI-WAN pushes the soaking hood from his face.

TAUN WE

Welcome to Tipoca City, Master

Jedi.

OBI-WAN wipes the rain from his face and blinks in surprise at a tall,

pasty-white alien named TAUN WE. He has large, almond shaped eyes.

TAUN WE

Everything is ready. The Prime

Minister expects you.

OBI-WAN

(warily)

I'm expected?

TAUN WE

Of course! He is anxious to see

you. After all these years, we

were beginning to think you

weren't coming. Now please, this

way!

OBI-WAN masks his surprise as they move away along the corridor.

Obi-Wan follows Taun We cautiously.

INT. TIPOCA CITY, PRIME MINISTER OFFICE - DAY

The door slides open. OBI-WAN and TAUN WE enter and cross to where LAMA SU

rises, smiling, from behind his desk, which, like all the furniture on

Kamino, seems made out of pure light.

TAUN WE

May I present Lama Su, Prime

Minister of Kamino... and this is

Master Jedi...

OBI-WAN

Obi-Wan Kenobi.

LAMA SU

Please...

LAMA SU indicates a chair. OBI-WAN sits. TAUN WE hovers. The room is bathed

in brilliant white light. The whole place is ultra high-tech.

LAMA SU

I trust you are going to enjoy

your stay. We are most happy you

have arrived at the best part of

the season.

OBI-WAN

You make me feel most welcome.

LAMA SU

And now to business. You will be

delighted to hear we are on

schedule. Two hundred thousand

units are ready, with another

million well on the way.

OBI-WAN

(improvising)

That is... good news.

LAMA SU

Please tell your Master Sido-Dyas

that we have every confidence his

order will be met on time and in

full. He is well, I hope?

OBI-WAN

I'm sorry Master - ?

LAMA SU

Jedi Master Sifo-Dyas. He's still

a leading member of the Jedi

Council, is he not?

OBI-WAN

Oh, yes. Sido-Dyas.

LAMA SU

(rising)

You must be anxious to inspect the

units for yourself.

OBI-WAN

That's why I'm here.

EXT. NABOO, MOUNTAIN MEADOW - LATER AFTERNOON

PADME and ANAKIN are in the middle of an idyllic hilly meadow, its lush

grasses sprinkled with flowers. At a distance, a herd of SHAAKS graze

contentedly.

Beyond is the shimmering expanse of the lake. Several other lakes stretch to

the horizon. The warm air is full of little floating puffballs. They sit on

the grass, in a playful, coy mood, talking. PADME is picking flowers.

PADMÉ

I don't know...

ANAKIN

Sure you do... you just don't want

to tell me.

PADMÉ

Are you going to use one of your

Jedi mind tricks on me?

ANAKIN

They only work on the weak-minded.

You are anything but weak-minded.

PADMÉ

All right... his name was Palo.

I was twelve. We were both in the

Legislative Youth Program. He was

a few years older then I... very

cute... dark curly hair... dreamy

eyes.

ANAKIN

All right, I get the picture...

whatever happened to him?

PADMÉ

I went on to become a Queen. He

went on to become an artist.

ANAKIN

Maybe he was the smart one.

PADME

You really don't like politicians,

do you?

ANAKIN

I like two or three, but I'm not

really sure about one of them.

(smiling)

I don't think the system works.

PADME

How would you have it work?

ANAKIN

We need a system where the

politicians sit down and discuss

the problems, agree what's in the

best interests of all the people,

and then do it.

PADME

That is exactly what we do. The

trouble is that people don't

wlways agree. In fact, they

hardly ever do.

ANAKIN

Then they should be made to.

PADME

By whom? Who's going to make them?

ANAKIN

I don't know. Someone.

PADME

You?

ANAKIN

Of course not me.

PADME

But someone.

ANAKIN

Someone wise.

PADME

That sounds an awful lot like a

dictatorship to me.

A mischievious little grin creeps across his face.

ANAKIN

Well, if it works...

PADME stares at ANAKIN. He looks back at her, straight-faced, and can't hold

a smile.

PADMÉ

You're making fun of me.

ANAKIN

(sarcastic)

On no, I'd be much too frightened

to tease a Senator.

PADMÉ

You're so bad!

PADME picks up a piece of fruit and throws it at him. He catches it. PADME

throws two more pieces of fruit, and ANAKIN catches them.

ANAKIN

You're always so serious. Always

carrying the weight of the

universe on your shoulders.

ANAKIN then starts to juggle the fruit. PADME laughs and throws more fruit

at him. He manages to juggle them too until there are too many, and he loses

control and ducks, letting food fall on his head. They both laugh.

ANAKIN stands in front of a SHAAK, yelling at it and waving his arms. PADME

starts laughing as ANAKIN runs in circles, chased by the SHAAK.

The SHAAK crosses in front of PADME. ANAKIN is riding it, facing the SHAAK'S

tail. The SHAAK bucks, and ANAKIN falls off. PADME laughs even harder.

ANAKIN lies still. PADME jumps uip and runs to where ANAKIN is face down in

the grass. She turns him over. He is pulling a stupid face at her. She yelps

in mock fury and takes a swing at him. He catches her arm. She struggles.

They roll over in the grass. Suddenly, they become aware of the contact

between them. They let go of each other quickly and sit up, looking away.

ANAKIN stands up and holds out his hand to her. She take it. He pulls her

up. And now they are easy together, not self-conscious any more. PADME

scrambles up onto the SHAAK behind ANAKIN. She puts her arms around his

waist and leans against his back. ABAJUB digs his heels in. The SHAAK starts

forward, and they ride away.

EXT. TIPOCA CITY, PARADE GROUND (RAINSTORM) - DAY

OBI-WAN, LAMA SU and TAUN WE come out onto a balcony. Below is a huge parade

ground. The rain and wind are brutal. THOUSANDS OF STORMTROOPERS, faces

covered by helmets, are marching and drilling in formations of several

hundred.

LAMA SU

(beaming)

Magnificent, aren't they?

OBI-WAN nods slowly.

INT. TIPOCA CITY, CLONE CENTER, COMMINSSARY - DAY

LAMA SU conducts OBI-WAN through a large eating area. TAUN WE follows as

they walk by HUNDREDS OF CLONES who look exactly alike, all about twenty

years old, dressed in black. They are seated at tables, eating.

LAMA SU

We modified their genetic

structure to make them less

independent than the original

host. As a result they are

totally obedient, taking any order

without question.

OBI-WAM

Who was the original host?

LAMA SU

A bounty hunter called Jango Fett.

We felt a Jedi would be the

perfect choice, but Sido-Dyas hand-

picked Jango Fett himself.

OBI-WAN

Where is this bounty hunter now?

LAMA SU

Oh, we keep him here. After a few

hundred thousand clones, the

genetic pattern starts to fade, so

we take a fresh supply. He lives

here, but he's free to come and go

as he pleases.

INT. TIPOCA CITY, CLONE CENTER, BARRACKS - DAY

The tour continues through a long corridor folled with narrow, transparent

tubes into which CLONES are climbing. Once in the tube, the CLONE goes to

sleep.

LAMA SU

Apart from his pay, which is

considerable, Fett demanded only

one thing - an unaltered clone for

himself. Curious isn't it?

OBI-WAN

Unaltered?

LAMA SU

Pure genetic replication. No

tampering with the structure to

make it more docile... and no

growth acceleration...

OBI-WAN

I would like to meet this Jango

Fett.

TAUN WE

I would be most happy to arrange

it, for you.

TAUN WE bows, and leaves.

INT. TIPOCA CITY, CLONE CENTER, CLASSROOM - DAY

The tour continues through a classroom filled with IDENTICAL YOUNG BOY

CLONES.

OBI-WAN

You mentioned growth

acceleration...

LAMA SU

Oh yes, it's essential.

Otherwise, a mature clone would

take a lifetime to grow. Now, we

can do it in half the time. Those

items you saw on the parade ground

were started ten years ago, when

Sido-dyas first placed the order,

and they're already mature...

OBI-WAN looks at the BOY CLONES.

OBI-WAN

And these?

LAMA SU

About five years ago.

INT. TIPOCA CITY, CLONE CENTER, HATCHERY - DAY

They enter a space filled with great racks of glass spheres, which are

filled with fluid in which EMBRYOS are suspended.

LAMA SU

They're immensely superior to

droids, capable of independent

thought and action.

OBI-WAN

Very impressive.

LAMA SU

I'd hoped you would be pleased.

OBI-WAN gazes at the nearest embryos.

OBI-WAN

(carefully)

Tell me, prime minister, when my

Master Sido-dyas first contacted

you, did he say the order was

for... himself... or?

LAMA SU

Himself? Of course not. This

army is for the Republic?

OBI-WAN

(astonished)

The Repubic?

LAMA SU

We are also very much agasint this

Count Dooku and his seccessionist

movement. We are proud to be of

help to the Republic.

INT. TIPOCA CITY, APARTMENT - LATE DAY

TAUN WE shows OBI-WAN into his room.

TAUN WE

I have arranged for you to meet

Jango Fett in the morning. Sleep

well.

TAUN WE goes. The door slides closed behind him. OBI-WAN looks around, then

moves swiftly to check the room over. Finally, satisfied, he takes out his

comlink.

OBI-WAN

Arfour, Arfour...

EXT. TIPOCA CITY LANDING PLATFORM, JEDI FIGHTER, (RAINSTORM) - LATE DAY

The R4 D17, Obi-Wan's Astro-Droid, who is sitting on top of Obi-Wan's

Starfighter, switches on and BEEPS.

INT. TIPOCA CITY, APARTMENT - LATE DAY

OBI-WAN hears ARFOUR BEEP through his comlink.

OBI-WAN

Arfour, relay this, "scramble code

five," to Courscant: care of "the

old folks home."

EXT. TIPOCA CITY LANDING PLATFORM, JEDI FIGHTER, (RAINSTORM) - LATE DAY

ARFOUR BEEPS and WHISTLES. The panels light up inside the cockpit, as the

message is transmitted.

EXT. JEDI TEMPLE, LIVINF QUARTERS - EARLY EVENING

YODA and MACE WINDU listen as a hologram of OBI-WAN stands between them

broadcasting the massage. The singnal is very weak, the image fades in and

out.

OBI-WAN (V.O.)

...I've never heard of a Jedi

called Sido-Dyas, have you, Master?

MACE WINDU

No. Whoever placed that order was

not a Jedi, I can assure you.

OBI-WAN (V.O.)

I have a strong feeling that this

bounty hunter is the assassin

we're looking for.

YODA

Who he is working for... discover

that, you must.

OBI-WAN (V.O.)

I will, Master, and I will also

find out more about this clone

army... May The Force...

The hologram switches off, and OBI-WAN fades away.

WINDU

A clone army! Ordered by someone

in the Senate perhaps... Someone's

out to start a war.

YODA

Inform the chancellor of this, we

must.

WINDU

Who do you think this impostor

Sido-Dyas, could be?

YODA stares back at MACE WINDU, then slowly shakes his head.

EXT. NABOO LAKE RETREAT - NIGHT

The silent lodge. The triple moons of Naboo reflected in the tranquil waters

of the lake.

INT. NABOO LAKE RETREAT, ANAKIN'S BEDROOM - NIGHT

ANAKIN moves restlessly in his sleep. He mutters to himself. Sweat

forms on his forehead. He turns violently. He cries out.

ANAKIN

No...No...No...Mom!...Don't,

no, don't!

EXT. NABOO LAKE RETREAT, LODGE, BALCONY OVERLOOKING GARDENS - MORNING

ANAKIN is on the balcony overlooking the gardens. After a moment, PAMDE

comes onto the balcony behind him. She sees he is meditating and turns to

go.

ANAKIN

(eyes closed)

Don't go.

PAMDE

I don't want to disturb you.

ANAKIN

Your presence is soothing.

Brief pause.

PADME

You had a nightmare again last

night.

ANAKIN

Jedi don't have nightmares.

PADME

I heard you.

ANAKIN'S opens his eyes and looks at her.

ANAKIN

I saw my mother. I saw her as

clearly as I see you now. She's

suffering, Padme. She is in

pain...They're killing her!

(getting up)

I know I'm disobeying my mandate

to protect you, Senator. I know I

will be punished and possibly

thrown out of the Jedi Order, but

I must go. I have to help her!

I'm sorry, Padme. I don't have a

choice.

PADME

Annie, I told you I wouldn't let

you give up your future for me.

I'll go with you. That way you

can continue to protect me, and

you won't be disobeying your

mandate.

ANAKIN

What about Master Obi-wan?

PADME smiles and takes his hand.

PADME

I guess we won't tell him, will we?

EXT. NABOO LAKE, FLOATING LANDING PLATFORM - DAY

ANAKIN and PADME step onto the landing platform from the water speeder. They

enter the Naboo Starship. ARTOO BEEPS, and follows them on board. The ramp

retracts.

PADDY ACCU drives the water speeder away from the platform as Anakin's

Starship takes off.

EXT. TIPOCA CITY (RAINSTORM) - DAY

Rain lashes the city. Below, mightly waves pound the stilts, breaking almost

to the height of the platforms.

INT. TIPOCA CITY, CORRIDOR - DAY

TAUN WE conducts OBI-WAN to the door of Jango Fett's apartment. TAUN WE

waves his hand, and a muted bell RINGS.

As they wait, OBI-WAN notes the door lock entry mechanism. Then the door

opens, and a ten-year-old boy, BOBA FETT, looks at them. He is identical to

the boys in the classroom.

TAUN WE

Boba, is your father here?

There is a brief pause, then BOBA FETT nods.

TAUN WE

(continuing)

May we see him?

BOBA FETT

Sure.

Another brief pause, then BOBA FETT steps aside, and TAUN WE and OBI-WAN go

through.

INT. TIPOCA CITY, FETT APARTMENT - DAY

OBI-WAN, TAUN WE, and BOBA FETT enter the apartment. OBI-WAN looks around

the room.

BOBA FETT

Dad! Taun We's here!

JANGO FETT comes in from the bedroom. He wears a jumpsuit. He is unshaven

and mean looking, his face pitted with scars of old wounds. There are a

couple of weird tattoos on his muscular forearms. He eyes OBI-WAN with

suspicion.

TAUN WE

Welcome back, Jango. Was your

trip productive?

JANGO FETT

Fairly.

OBI-WAN and JANGO FETT size each other up. BOBA FETT studies both of them.

TAUN WE

This is Jedi Master, Obi-Wan

Kenobi. He's come to check on our

progress.

JANGO FETT

That right?

JANGO FETT'S eyes fix OBI-WAN coldly.

OBI-WAN

Your clones are very impressive.

You must be very proud.

JANGO FETT

I'm just a simple man, trying to

make my way in the universe,

Master Jedi.

OBI-WAN

Aren't we all?

OBI-WAN eyes the half-open bedroom door, through which a couple of pieces of

body armour can be seen on the floor. JANGO FETT registers OBI-WAN'S look.

He moves in front of him, blocking the view.

OBI-WAN

(continuing)

Ever made your way as far into the

interior as Coruscant?

JANGO

Once or twice.

OBI-WAN

Recently?

JANGO

(eyes Obi-Wan carefully)

Possibly...

OBI-WAN

Then you must know Master Sido-

Dyas?

JANGO

Boba, close the door.

BOBA FETT moves to close the bedroom door. JANGO FETT smiles thinly at

OBI-WAN.

JANGO

(continuing)

Master who?

OBI-WAN

Sido-Dyas. Isn’t he the Jedi who

hired you for this job?

JANGO

Never heard of him. I was

recuited by a man called Darth

Tyranus on one of the moons of

Bogden.

OBI-WAN

No? I thought...

TAUN WE

Sido-Dyas told us to expect him.

And he showed up just when your

Jedi Master said he would. We

have kept the Jedi’s involvement

a secret until your arrival, just

as your Master requested.

OBI-WAN

Curious...

JANGO

Do you like your army?

OBI-WAN

It seems to me it's your army -

being that they are all clones of

you.

JANGO

(grinning)

They'll do their job well, I'll

guarantee that.

OBI-WAN

I look forward to seeing them in

action. Thank you for your time,

Jango.

JANGO

Always a pleasure to meet a Jedi.

OBI-WAN and TAUN WE go out. The door slides closed. JANGO FETT turns to his

son. He is deep in thought.

BOBA

What is it, Dad?

EXT. SPACE

The Naboo Starship heads toward the desert planet of Tatooine.

EXT. TATOOINE, MOS ESPA STREETS AND WATTO'S SHIP - DAY

The Naboo Starship lands in a large parking lot of Spaceships on the

outskirts of Mos Espa. ANAKIN and PADME ride a rickshaw through the streets.

ANAKIN stares at sights he hasn't seen for years. Finally, they come to

Wattos' shop, and the rickshaw stops.

ANAKIN

(to the droid driver)

Wait, please.

ANAKIN and PADME get down. Sitting on a stool in front of the shop is WATTO.

He is using a small electronic screwdriver on a fiddly DROID. THREE PIT

DROIDS are chattering away and are trying to help him, but they seem only to

make him madder.

WATTO

(yelling, in Huttese)

No, not that one - that one!

ANAKIN

(arriving)

Excuse me, Watto.

WATTO

(in Huttese)

What?

ANAKIN

(in Huttese)

I said excuse me.

WATTO turns to the chattering PIT DROIDS.

WATTO

(in Huttese)

Shut down.

The PIT DROIDS snap into their storage position.

WATTO

(continuing, in Huttese)

What? I don't know you... What can

I do for you? You look like a

Jedi. Whatever it is... I didn't

do it.

WATTO drops the screwdriver and curses loudly in Huttese

ANAKIN

Let me help you with that.

ANAKIN takes the fiddly piece of equipment and starts to play with it. WATTO

blinks in surprise.

ANAKIN

(continuing)

I'm looking for Shmi Skywalker.

WATTO looks at him suspiciously. He stares at PADME, then back to ANAKIN.

WATTO

Annie?? Little Annie?? Naaaah!!

Suddenly, the fiddly piece of equipment in Anakin's hands WHIRS into life.

WATTO blinks at it.

WATTO

(continuing; in English)

You are Annie! It is you! You

little womp rat.

WATTO gives ANAKIN a big hug.

WATTO

(continuing)

You sure sprouted Weehoo! A

Jedi! Waddya know? Hey, maybe

you couldda help wit some

daedbeats who owe...

ANAKIN

My mother...

WATTO

Oh, yeah. Shmi... she's not mine

no more. I sold her.

ANAKIN

Sold her...

WATTO

Years ago. Sorry, Anne, but you

know, business is business.

Sold her to a moisture farmer

named Lars. Least I think it was

Lars. Believe it or not, I heard

he freed her and married her. Can

ya beat that?

ANAKIN

Do you know where they are?

WATTO

Long way from here... someplace

over on the other side of Mos

Eisley, I think...

ANAKIN

I'd like to know.

ANAKIN'S grim look means business; WATTO gets the hint quickly.

WATTO

Yeah... sure... absolutely. Let's

go look in my records.

ANAKIN and WATTO go into the shop.

EXT. TIPOCA CITY (RAINSTORM) - DAY

The waves crash against the water city as the storm continues. Light

suddenlyt streams from the base of a landing platform as a door slides open.

INT. TIPOCA CITY, CORRIDOR - DAY

OBI-WAN stands with LAMA SU and TAUN WE just inside the open door.

LAMA SU

Tell your Council the first

battalions are ready. And remind

them that if they need more

troops, we will need time to grow

them.

OBI-WAN

I won't forget.

EXT. TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY

OBI-WAN comes out from the tower into the driving ran. The door closes

behind him. He pulls his robe around him and stands braced against the gale.

Below, a huge wave crashes against the stilts. Spray flies high and whips

across the platform where OBI-WAN is standing. He walks over to his

Starfighter, looks to see if anyone is watching, then turns and goes back to

the door. It slides open.

INT. TIPOCA CITY, CORRIDOR - DAY

OBI-WAN enters cautiously from outside. Ahead, the corridor is deserted. He

moves down it.

INT. TIPOCA CITY, FETT APARTMENT - DAY

OBI-WAN walks in to find the room in complete disorder. The bedroom door is

wide open - clear signs of hurried departure. All of the Fetts' personal

belongings are gone.

OBI-WAN goes to an ultra-thin computer screen. He punches up AN ONSCREEN

PICTURE of JANGO FETT and BOBA FETT unhitching the lines securing their ship

to the landing platform. JANGO FETT is wearing his armour and rocket pack.

BOBA FETT climbs aboard the small Fighter.

EXT. TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY

JANGO FETT picks up a case and swings it up to BOBA FETT, who stows it

inside the ship. JANGO FETT picks up another case and is about to swing it,

when:

BOBA FETT

Dad!!

JANGO FETT turns to see OBI-WAN charging out of the tower toward him. As he

runs, OBI-WAN draws his lightsaber from his belt. It flashes on.

JANGO FETT draws his gun and fires at the charging JEDI. OBI-WAN deflects

the blast and swings at JANGO FETT.

The bounty hunter rockets up and over OBI-WAN, landing behind him. He fires

a thin wire from his wrist pack, trying to entangle the Jedi.

JANGO FETT fire several Kamino Kyber Darts from his elbow launcher. OBI-WAN

deflects them back at JANGO FETT, but they strike harmlessly against the

bounty hunter's armour.

IN THE COCKPIT of Jango Fett's ship, BOBA FETT grabs the controls of a laser

gun and swings it to aim at OBI-WAN.

OUTSIDE, in the driving rain, OBI-WAN and JANGO FETT circle each other,

sizing each other up - feinting.

IN THE COCKPIT, each time BOBA FETT is ready to fire, JANGO FETT blocks his

view of OBI-WAN.

OUTSIDE, OBI-WAN makes a sudden attack, swinging at JANGO FETT, who deflects

the blows. One slices off a piece of the bounty hunter's shoulder plate.

JANGO FETT rockets into the air and hovers above OBI-WAN. The Jedi spins as:

IN THE COCKPIT, BOBA FETT fires.

OUTSIDE, the laser shell streaks past OBI-WAN to strike the edge of the

tower. JANGO FETT fires down at OBI-WAN. The Jedi deflects the shots back,

but JANGO FETT evades them. Then he swoops down, swinging around OBI-WAN. As

he shoots past, he kicks the lightsaber out of the Jedi's hand.

The lightsaber skids across the wet surface of the landing platform. OBI-WAN

dives after it. JANGO FETT zooms in front of him and grabs the lightsaber.

OBI-WAN punches it out of his hand.

IN THE COCKPIT, BOBA FETT watches as:

OUTSIDE, OBI-WAN and JANGO FETT grapple and fight, punching, kicking,

grabbing hold, and throwing each other around. OBI-WAN grabs JANGO FETT

tightly, and JANGO FETT rockets up into the air and kicks OBI-WAN loose.

OBI-WAN crashes to the deck and slides toward the edge. He grapples

desperately for a handhold on the slick surface.

JANGO FETT rockets down to kick at him. OBI-WAN hauls himself up. JANGO FETT

zooms to the far side of the platform.

OBI-WAN uses Jedi powers to pull part of the structure loose. It hits JANGO

FETT, who loses his balance, teetering on the edge. OBI-WAN charges acress,

dives, and grabs hold of JANGO FETT just as he falls over the edge.

Locked together, OBI-WAN and JANGO FETT plummet down toward the raging

ocean. At the last moment, JANGO FETT fires a cable out of his backpack that

shoots upward and locks onto a metal strut on the underside of the platform.

OBI-WAN and JANGO FETT swing and CRASH onto one of the stilts.

OBI-WAN is knocked clear and drops onto a SMALL SERVICE PLATFORM just above

the waves. He hauls himself to his feet. JANGO FETT hovers in mid-air

opposite him, as a HUGE WAVE crashes over OBI-WAN. When it subsides, the

Jedi has disappeared.

JANGO FETT rockets up to the landing platform, where he drops down beside

his ship. He clambers inside the cockpit and settles into the pilot's seat.

He punches buttons. The engines ROAR.

OUTSIDE, Jango Fett's ship lifts off from the platform and heads up into the

lowering sky. It disappears. Lightning flashes. Rain lashes the tower and

streams across the surface of the platform, to where:

A HAND suddenlt clutches at the very edge of the platform. A moment later,

ANOTHER HAND grabs hold.

EXT. TATOOINE, BLUFF OVERLOOKING HOMESTEAD - LATE DAY

The Naboo Starship descends, hovers, and land on a bluff. ANAKIN and PADME

get out. They look down from the edge of the bluff to where the homestead is

seen on the desert floor below.

PADME

Stay with the ship, Artoo.

ARTOO WHISTLES as ANAKIN and PADME start down the trail toward the

homestead.

EXT. TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - LATE DAY

C-3PO is working outside the homestead. He still lacks an outer covering;

his inner parts and wiring show. He looks up as ANAKIN and PADME arrive,

C-3PO

Good evening. May I help you?

ANAKIN

Threepio?

C-3PO

Oh, my... oh, my! Master

Anakin! My goodness, I can hardly

believe it! And this must be Miss

Padme.

PADME

Hello, Threepio.

ANAKIN

I've come to see my mother.

C-3PO

Oh, dear! I'm so terribly sorry,

Master Annie.

PADME

Threepio, what's happened?

C-3PO

I think we'd better go inside.

EXT. TATOOINE, HOMESTEAD, COURTYARD - LATE DAY

ANAKIN, PADME and THREEPIO arrive in the courtyard. THREEPIO shuffles ahead.

C-3PO

Master Lars - Master Owen!

Somebody to see you!

OWEN LARS and BERU WHITESUN come out into the courtyard.

ANAKIN

I'm Anakin Skywalker. I'm here

looking for my mother.

OWEN

Owen Lars... I guess I'm your

step-brother.

(they shake hands)

This is my girlfriend, Beru.

BERU

Hello.

PADME

I'm Padme.

OWEN

I had a feeling you might show up

some day.

ANAKIN

Is my mother here?

CLIEGG

No, she's not.

CLIEGG LARS swings from the house on a small floating chair. One of his legs

is heavily bandaged; the other is missing. He balances awkwardly and puts

out a hand.

CLIEGG

(continuing)

Cliegg Lars. Shmi is my wife...

Come on inside. We have a lot to

talk about.

INT. TATOOINE, HOMESTEAD, KITCHEN - LATE DAY

BERU puts several steaming cups of ardees on a tray and exits the kitchen...

CLIEGG (O.S.)

It was just before dawn. They

came out of nowhere. A hunting

party of Tusekn Raiders.

INT. TATOOINE, HOMESTEAD, DINING AREA - LATE DAY

CLIEGG, OWEN, PADME and ANAKIN sit around the table, BERU brings the drinks

from the kitchen.

CLIEGG

Your mother had gone out early,

like she always did, to pick

mushrooms that grow on the

vaporatos. From the tracks, she

was about halfway when they

took her. Those Tuskens walk like

men, but they're vicious, mindless

monsters. Thirty of us went out

after her. Four of us came back.

Three more are still out there

looking. I'd be with them,

only... I just couldn't ride any

more... until I heal.

CLIEGG grimaces, easing his throbbing leg.

CLIEGG

(continuing)

This isn't the way I wanted to

meet you, son. This isn't how

your mother and I planned it. I

don't want to give up on her, but

she's been gone a month. There's

little hope she's lasted this long.

Silence. Then ANAKIN stands up.

OWEN

Where are you going?

ANAKIN

To find my mother.

PADME

No, Annie!

CLIEGG

She's daed, son. Accept it.

ANAKIN

I can feel her pain, and I will

find her. I know she's alive.

ANAKIN turns abruptly.

EXT. TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY

ANAKIN stands looking across the desert. PADME comes running out of the

homestead after him, followed by OWEN. ANAKIN turns to PADME.

ANAKIN

You are going to have to stay

here. These are good people,

Padme. You'll be safe.

OWEN

Take my speeder bike.

PADME

Anakin...

PADME hugs him. ANAKIN walks over to Owen's speeder bike, which is standing

close by.

ANAKIN

I trust you'll watch over her,

Owen.

OWEN

Don't worry.

ANAKIN swings onto the bike. The engine fires.

ANAKIN

I won't be long.

ANAKIN takes off across the desert. PADME watches him go.

EXT. SPACE, GEONOSIS

The red planet of Geonosis is circled by a large asteroid field that form

rings. Jango Fett's ship appears, heading toward it.

INT. COCKPIT, FETT SHIP, SPACE, GEONOSIS

JANGO FETT grins at BOBA FETT.

JANGO FETT

Nearly there, son.

JANGO FETT guides he ship around the asteroids. Suddenly:

BOBA FETT

Dad, look!!

On the view screen, Obi-Wan's ship appears, chasing after them. JANGO FETT

grabs the controls. They are thrown around as the ship plummets to try to

lose OBI-WAN.

JANGO FETT

Hang on!

The ship goes into a power-climb. A GREAT SPACE DDOGFIGHT ensues between

OBI-WAN and JANGO FETT.

EXT. SPACE, GEONOSIS

The ships flip, roll, and turn at incredible speed, didging, weaving and

firing. They tumble from near misses. Hits fly off Obi-Wan's fighter as one

of Jango's missiles gets through.

Finally, it seems as if OBI-WAN is getting the upper hand. JANGO FETT breaks

off the fight and dives sharply. He maneuvers deftly between two huge

asteroids.

In JANGO FETT'S COCKPIT, BOBA FETT flinches as asteroids pass very close by.

BOBA FETT

Dad! Watch out!

JANGO FETT

Stay calm, son. We'll be fine.

That Jedi won't be able to follow

us through this.

But Obi-Wan ship dives into the asteroid belt after them.

IN OBI-WAN'S COCKPIT, his skill is pushed to the limit as he throws the ship

from side to side, avoiding great rocks. Then a huge asteroid tumbles across

his path. There seem no way he can avoid it. OBI-WAN fires a couple of

aerial torpedoes. They streak toward the asteroid.

IN JANGO'S COCKPIT, they see the huge explosion as Obi-Wan's ship appears to

smash into the asteroid.

BOBA FETT

Got him! Yeahhhhh!

JANGO FETT

We won't see him again.

BOBA FETT laughs. Jango Fett's ship emerges from the asteroid belt and heads

down toward the planet of Geonosis.

EXT. TATOOINE, DESERT, JAWA CAMP - SUNSET

ANAKIN stands in the middle of a crowd of JAWAS. He asks them from

directions. The JAWAS confer exicitedly, then the CHIEF JAWA points in a

particular direction. ANAKIN gets on the bike and speeds off to where the

JAWA pointed.

EXT. TATOOINE, DUNE SEA, CAMPFIRE - TWILIGHT

ANAKIN rides over a large dune toward a small flickering light in the

distance.

He rides up and stops the bike in front of a campfire. There are bodies of

THREE DEAD FARMERS lying beside the campfire. TWO EOPIES are thethered

nearby, along with a burned and smoking speeder.

EXT. TATOOINE, LANDSCAPE (FULL MOON) - NIGHT

THREE DIFFERENT SHOTS. ANAKIN rids the speeder bike through three exotic

landscapes. In one shot, he stops and looks down at some tracks. Then he

starts up his speeder and rides off.

EXT. TATOOINE, DESERT, HOMESTEAD (FULL MOON) - NIGHT

The lights of the vaporators blink in the night sky. Somewhere close by, a

night animal HOWLS.

EXT. TATOOINE, HOMESTEAD, COURTYARD (FULL MOON) - NIGHT

PADME is pacing the courtyard restlessly. She stops, listening to the animal

HOWLING nearby. She shivers slightly, then turns and goes into the garage at

the side of the courtyard.

INT. TATOOINE, HOMESTEAD - GARAGE (FULL MOON) - NIGHT

PADME stands looking at a speeder parked in the garage. Short silence. Then:

C-3PO

Please don't leave us, Miss Padme.

These people need your help.

THREEPIO is parked in a corner.

PADME

I'm not leaving, Threepio. I just

can't sleep.

C-3PO

That's something I cannot relate

to. As a Protocol Droid, I'm

either active or inactive.

There's no in-between.

PADME

I guess you're lucky.

C-3PO

Do you really think so..? I

suppose I shouldn't expect...

PADME

You're not happy here?

C-3PO

Oh, I'm not unhappy... and my

masters here ar so kind I

wouldn't wish to trouuble them,

it's just... being like this...

well, it's embarrassing.

PADME

Being like what?

C-3PO

Naked. If you pardon the

expression. You see, when Master

Annie made me, he never quite

found the time to give me any

outer covering. It's so

humiliating. How would you like it

if you had to go around with all

your circuits showing?

PADME

I guess I wouldn't like it at all.

C-3PO

Of course you wouldn't. Nobody

would. It's simply not protocol.

PADME looks thoughtfully at a pile of spare parts and bits of metal and

tools.

PADME

Maybe we can do something about it.

C-3PO

I don't think so. Only Master

Annie...

PADME

Why not? They seem to have a box

of old coverings here.

C-3PO

Oh? How observant of you, Miss

Padme. Of course, I'm just not

mechanically minded... if you see

what I mean.

PADME picks up a piece of metal and holds it against him.

PADME

Let's see, if we put this...

here...

C-3PO

Ooooh! That's tickles.

PADME

You'll have to be quiet, Threepio.

Hold still, please.

EXT. SPACE, GEONOSIS RINGS

A huge chunk of rock tumbles slowly through the asteroid bely. CAMERA

CLOSES, to discover Obi-Wan's Starship hidden in a blasted-out area on the

pitted back side of the great rock.

INT. COCKPIT, JEDI FIGHTER, SPACE, GEONOSIS RINGS

OBI-WAN looks out toward Geonosis and sees in the distance a large fleet of

Trade Federation Ships hidden among the asteroids. He starts the engines of

his fighter.

Obi-Wan's Fighter moves out from the back side of the asteroid and heads

away from the asteroid field, descending toward Geonosis.

EXT. GEONOSIS, LANDING AREA - NIGHT

Obi-Wan's ship skims across the top of a small mesa along the edge of a

rocky ridge. He maneuvers under a rock overhang and lands. He gets out of

the Fighter and walks onto the mesa. The wind whips at him. He looks around.

Geonosis is a red rock planet, featureless apart from buttes and mesas, and

occasional tall stalagmites that stand out dramatically on the arid plains.

The night is quiet, except for an occasional WEIRD CRY. OBI-WAN checks his

bearings, then heads away.

EXT. GEONOSIS, ROCK FACE TRAIL - NIGHT

OBI-WAN climbs a steep, narrow trail. Suddenly, a CRY is heard close by.

OBI-WAN stumbles slightly. His foot slips on the edge, sending a stream of

peblles skittering into the darkness.

OBI-WAN listens. Silence. He draws his lightsaber but does not ignite it.

He sets off again and works his way around a narrow corner, to confront a

crouching MASSIFF (a dog-sized lizard) with slavering fangs! The beast leaps

at him, and OBI-WAN ignites his lightsaber as the MASSIFF knocks him on his

back. Its jaws open wide. OBI-WAN stabs the creature, throws it off of him,

and jumps up.

A SECOND MASSIFF jumps from behind. OBI-WAN swings around and cuts it in

half. The MASSIFF flies over the cliff, HOWLING. It plummets to its death

hundreds of feet below.

EXT. TATOOINE, CLIFF (FULL MOON) - NIGHT

ANAKIN pulls up near the edge of a cliff. He gets off the bike and creeps to

the edge. He looks over to see a Tusken camp in the oasis below. One of the

huts at the edge of the camp has TWO TUSKEN GUARDS outside it.

EXT. TATOOINE, TUSKEN RAIDER CAMP, OASIS (FULL MOON) - NIGHT

ANAKIN creeps through the camp, working his way from hut to hut, flattening

himself against the wall,s overhearing snatches of Tusken conversation from

inside, using the shadows to him him until he arrives at the hut with the

TWO GUARDS. They are sitting a short distance from the door. ANAKIN wriggles

around the black. He takes out his lightsaber and cuts into the base of the

wall.

INT. TUSKEN RAIDER HUTT - NIGHT

The lightsaber completes the hole in the wall. ANAKIN wriggles in. He pulls

himself to his feet. There are candles everywhere.

A shaft of moonlight from a hole in the roof pierces the gloom of the hut.

By its light, ANAKIN sees SHMI, hanging from a wooden frame in the middle of

the hut.

He cuts her free, takes her into his arms, and lowers her gently to the

ground. Her eyes are closed. Her face is bloodied. She has been

terribly beaten. Anakin cradles her tenderly.

ANAKIN

Mom... Mom... Mom...

SHMI'S eyelids flutter - and barely open. They are caked with blood.

SHMI

Annie...? Is it you?

SHMI'S eyes focus slowly. ANAKIN gives a little choking gasp.

ANAKIN

I’m here, Mom. You’re safe. Hang

on. I’m going to get you out of

here...

SHMI

I’m so glad... to see you,

Annie... Now... I am complete...

ANAKIN

Just stay with me, Mom. I’m going

to make you well again.

Everything’s going to be fine.

SHMI

You look so handsome. My son...

my grown-up son. I’m so proud of

you, Annie... so proud... I missed

you so much... I love...

SHMI dies. ANAKIN draws her to his breast. There is silence for a moment.

ANAKIN lifts his head, listening for a moment, then he sits on the floor of

the Tusken hut, cradling his dead mother in his arms.

EXT. GEONOSIS, ROCK FACE TRAIL - NIGHT

OBI-WAN arrives at the head of the trail. Far below, a flat plain stretches

into the distance. He stop, peering into the darkness, where strange shapes

loom indistinctly.

OBI-WAN takes a pair of electronic binoculars from his belt and puts them to

his eyes. He sees a cluster of great towers like fantastic stalagmites rise

from the plain below.

SLOW PAN with the binoculars, and suddenly a line of Battle Starships come

into view. OBI-WAN touches the viewfinder. Between fifty and a hundred

Federation Starships in near rows. Some are on platforms that are carrying

the Starships diwn to an underground facility. Other platforms are rising to

the surface. They carry THOUSANDS of BATTLE DROIDS that step off and file

into the waiting ships. A fully loaded Starship takes off. OBI-WAN swings

the binoculars upward, to see more Federation Starships.

EXT. TATOOINE, TUSKEN RAIDER CAMP, OASIS - DAWN

The pale light grows. Thin tendrils of smoke rise slowly in the cold, clear

air. Somewhere an dog BARKS. An OLD WOMAN comes out of one of the huts. She

carries a pail. She swirls it and tosses the dirty water onto the ground.

As she goes back inside the hut, a TUSKEN CHILD runs past, dragging a stick

in the sand. The CHILD runs through the line of huts, turns a corner, and

stops suddenly, staring at the bodies of the TWO TUSKEN GUARDS. Between

them, ANAKIN stands outside the hut door. His face is a grim mask. The CHILD

stares, then there is a FLASH OF LIGHT as Anakin’s lightsaber switches on.

EXT. GEONOSIS, LANDING AREA - NIGHT

OBI-WAN comes running back to his ship and climbs into the cockpit. He

settles into his seat. His ARFOUR DROID beeps a happy greeting. OBI-WAN

switches on his comlink.

OBI-WAN

"Guiding light" to "old folks

home."

EXT. CORUSCANT, REPUBLIC EXECUTIVE BUILDING - DAY

LOW ANGLE. A line of reflecting pools with splashing fountains flanked by

statues on each side leads to the main entrance to the awesome building.

INT. CORUSCANT, CHANCELLOR'S OFFICE

A hologram of OBI-WAN flickers in front of a group, made up of Jedi (YODA,

MACE WINDU, and KI-ADI-MUNDI) and Senators (BAIL ORGANA, ASK AAK, LUMINARA,

and JAR JAR). PALPATINE and MAS AMEDDA are in the middle of the group,

watching with growing concern.

OBI-WAN

...Starships from the Trade

Federation and the Commerce Guilds

are taking deliveries of battle

droids from the foundries on

Geonosis.

BAIL ORGANA

That's outrageous! The treaty

forbids the Trade Federation from

building up an army. What are

they doing?!

OBI-WAN

The droid foundry seems to be

working at full capacity. I am

going to go down and investigate.

I will bring Jango Fett back home

for interrogation.

PALPATINE

Those Geonosian foundries are part

of the Techno Union. We will call

in their representatives and ask

them a few very pointed questions.

OBI-WAN

One more thing. Jango mentioned

he was recruited by someone named

Darth Tyranus. Any idea who that

might be?

YODA

With the forename Darth, a Sith he

must be.

MACE WINDU

Our missing apprentice. They are

playing their hand at last.

OBI-WAN

Do you believe he could be the

mysterious Sido-Dyas, who made the

deal for the clone army?

YODA

Perhaps too many pieces are missing

from this puzzle, there are.

MACE WINDU

Be careful, Obi-Wan. This

investigation is becoming less

than routine. Do you need help?

OBI-WAN

Let me see if I can figure out

what's going on first.

The hologram of OBI-WAN fades off. PALPATINE stares at the spot where the

hologram was in disbelief.

BAIL ORGANA

The Commerce Guilds are preparing

for war... there can be no doubt

of that.

PALPATINE

Count Dooku must have made a

treaty with them.

MACE WINDU

We must stop them soon before

they're fully ready.

SENATOR ASK AAK

The debate is over, we need

that clone army now!

BAIL ORGANA

Unfortunately, the debate is not

over. The Senate will never be

able to approve the use of that

army before the separatists

attack.

Mas Amedda, who had been silent up until now suddenly speaks up.

MAS AMEDDA

This is a crisis! If the Senate

votes the Chancellor emergency

powers, he could approve the use

of the army in a minute.

PALPATINE

Please, please, I don't wish to

have emergency powers. That's too

extreme a solution. It's akin to

a dictatorship. We must rely on

the Jedi. Master Yoda, how many

are available to go to Geonosis?

MACE WINDU and YODA look at one another.

YODA

Two Hundred,... less or more.

BAIL ORGANA

With all due respect for the Jedi

Order, two hundred will be no

match for hundreds of thousands of

battle droids.

MACE WINDU

Patience. We should wait for Obi-

Wan to report back. We don't know

that Count Dooku has made a treaty

with the Corporate Alliance, it's

speculation.

SENATOR ASK AAK

But we must prepare for the worst.

I'm going to propose a motion

granting emergency powers to the

Chancellor at the next session. We

must not wait!

PALPATINE

Out of the question, Senator! You

and I are too closely aligned.

The issue will become partisan and

debates will begin. The proposal

must come from a neutral source.

MAS AMEDDA

If only Senator Amidala were here.

JAR JAR steps forward from the back of the group.

JAR JAR

Supreme Chancellor... my august

colleagues, I would be proud to

propose the motion in question.

This is a grave situation, and I'm

sure Senator Amidala, and the

Queen of Naboo would agree.

SENATOR ASK AAK

Thank you, Representative Binks.

Silence. Then PALPATINE sighs deeply.

PALPATINE

If called upon, I will serve. But

it will be the saddest day of my

life.

EXT. TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - DAY

All is quiet. BERU comes out of the house. She goes to a moisture line and

starts to draw water.

INT. TATOOINE, HOMESTEAD, GARAGE - DAY

PADME fixes the last piece of covering onto THREEPIO.

PADME

There!

PADME stands back. OWEN is with her. They look at THREEPIO. He isn't the

golden figure we know because PADME has had to use whatever stuff she could

findin the garage. He is multi-coloured in several textures, but he is

complete.

C-3PO

Um. How do I look?

OWEN

Great! You look perfect.

C-3PO

Perfect? Oh, Miss Padme, I'm so

happy!

(extending his hand to shake hers)

Oh, pardon me.

THREEPIO drops his hand and bows formally.

THREEPIO

(continuing)

Thank you.

He forgets formality and hugs her. PADME hugs him back, laughing.

C-3PO

(continuing)

Thank you! Thank you! Thank you!

OWEN

(grinning)

Well, Padme, I think he should be

yours from now on... I know that

is what my Mom would want.

C-3PO

Oh, my!

Then suddenly, from outside:

BERU (V.O.)

Come topside, everybody! He's

back! He's back!

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INT. TATOOINE, HOMESTEAD, GARAGE - DAY

A rough hologram of OBI-WAN is projected onto the garage by ARTOO. ANAKIN,

PADME and THREEPIO watch the flickering image.

OBI-WAN

...Alliance have pledged their

armies to Count Dooku and are

forming an... Wait!... ah...

attack... I don't... make it...

aaaggghhh!

The hologram cuts off. ANAKIN jumps up, agitated.

ANAKIN

I'm going after him!

PADME

I thought the first thing he said

was to retransmit his message to

Coruscant.

ANAKIN

Yeah, you're right, you're right.

EXT. TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY

ANAKIN, PADME, ARTOO and THREEPIO leave the homestead, waving to CLIEGG,

OWEN and BERU as they go into the desert.

INT. COCKPIT, NABOO STARSHIP - SUNSET

ANAKIN sits down in the cockpit with PADME. THREEPIO is behind them. ARTOO

is beside him. They are watching a hologram of MACE WINDU.

MACE WINDU

We will deal with Count Dooku. The

most important thing for you,

Anakin, is to stay where you are.

Protect the Senator at all costs.

That is your priority.

ANAKIN

Understood, Master.

The hologram switches off. PADME is looking at the readout on the ship's

control panel.

PADME

They'll never get there in time to

save him. They have to come half

way across the galaxy. Look,

Geonosis is less than a parsec away.

PADME starts to hit buttons and flick switches. ANAKIN puts a hand over

hers, stopping her. She stares at him.

ANAKIN

If he's still alive.

PADME

Annie, are you just going to sit

here and let him die?? He's your

friend... your mentor...

ANAKIN

...He's like my father, but you

heard Master Windu. He gave me

strict orders to stay here.

PADME

He gave you strict orders to

protect me...

PADME pulls her hand free and flicks more switches. The engines fire.

PADME

(continuing)

...and I'm going to save Obi-Wan.

So if you plan to protect me, you

will have to come along.

ANAKIN grins and takes the controls.

EXT. TATOOINE, BLUFF OVERLOOKING HOMESTEAD - SUNSET

The Naboo Starship rises from the bluff and zooms away.

EXT. CORUSCANT, JEDI TEMPLE - DAY

TWO HUNDRED JEDI KNIGHTS are assembling outside the huge center of the Jedi

Order.

INT. CORUSCANT, JEDI TEMPLE, COUNCIL CHAMBER - DAY

The JEDI COUNCIL are assembled as MACE WINDU makes his plea.

MACE WINDU

The longer we wait, the stronger

Dooku's armies become. We cannot

wait for the Senate to make up its

mind about granting the Chancellor

emergency powers, in order to be

able to use that clone army... We

have the authority to go now. We

must go now.

All of the JEDI COUNCIL nod their approval.

YODA

Agreed, Master Windu. Two hundred

Jedi send. Enough, let's hope

they are.

INT. CORUSCANT, MAIN SENATE CHAMBER - DAY

Inside the great rotunda, the UPROAR is even louder. Opposing SENATOES yell

furiously at one another.

MAS AMEDDA

Order! Order!!

Finally, the uproar dies.

PALPATINE

In the regrettable absence of

Senator Amidala, the chair

recognises Senior

Representative of Naboo, Jar Jar

Binks.

Amid the conflicting storm of CHEERS AND BOOS, JAR JAR, with TWO GUNGAN

AIDES, floats on his pod to the middle of the vast space. He looks at

PALPATINE nervously. PALPATINE nods. JAR JAR clears his throat.

JAR JAR

Senators, dellow felagates...

Laughter. Jeers. JAR JAR blushes.

MAS AMEDDA

Order! The Senate will accord the

Representative the courtesy of a

hearing!

Comparative quiet. JAR JAR grips the edge of the podium.

JAR JAR

In response to the direct threat

to the Republic from the

Confederacy of Independent

Systems, I propose that the Senate

gives immediate emergency powers to

the Supreme Chancellor.

Uproar. JAR JAR looks a little sheepish.

JAR JAR

(continuing)

Who can deny these are exceptional

times? Exceptional times demand

exceptional measures!

Exceptional measures demand

exceptional men!

ORN FREE TAA

We won't support a dictator.

SHOUTS of agreement.

JAR JAR

That is the sentiment every one of

us agrees with! And when the

shadow of war has dispersed and

the bright day of liberty has

dawned once again, the power we now

give to the Supreme Chancellor

will be gladly, and swiftly

returned. Out ancient liberties

will be restored to us, burnished

even more brightly than before!

Brief silence, then a rolling wave of APPLAUSE. JAR JAR beams and bows.

PALPATINE rises.

PALPATINE

It is with great reluctance that

I have agreed to this calling. I

love democracy... I love the

Republic. The fact that this

crisis is demanding I be given

absolute power to tule over you is

evident. But I am mild by nature

and have no desire to destroy

the democratic process. The power you

give me I will lay down when this

crisis has abated, I promise you.

And all I ask in return is when my

current term of office is over,

you allow me to reture and live

out my life in peace.

MAS AMEDDA

We shall proceed to the vote. All

those in favor of granting

emergency powers to the Supreme

Chancellor, signal ate at this

time... those opposed?

EXT. SPACE

The Naboo Starship heads toward the rings of Geonosis.

EXT. GEONOSIS, LANDING AREA

The Naboo Starship lands.

INT. COCKPIT, NAOO STARFIGHTER - DAY

ANAKIN switches off the engines. ARTOO and THREEPIO are in the navigation

area of the cockpit. PADME is in the co-pilot's seat. She gets up.

ANAKIN

Hey, where are you going?

PADME

To find Obi-Wan.

ANAKIN gets up and goes over to her.

ANAKIN

No! You're not!

He grabs her arm.

PADME

Let go of me!

ANAKIN

I'm not letting you go out there.

It's too dangerous.

PADMÉ

What?!?

ANAKIN

It's my job to protect you. I said

it's too dangerous. You're not

going, and that's final!

PADMÉ

Don't you give me orders, Annie!

I'm a Senator of the Galactic

Republic. You have no authority

to contain me, restrain me, or

direct me! You remember your

place, young man.

(standing up)

Now you can come along and protect

me or stay here. It's up to you.

PADME storms out of the cockpit of the Naboo Starfighter. ANAKIN stands

scratching his head, then follows.

ARTOO BEEPS and WHISTLES.

C-3PO

Yes, it is, Artoo. Most

confusing. One moment they're

generating a pleasant mutual

attraction and the next, waves of

violent hostility. Even though

I'm programmed to understand them,

I doubt if I ever shall.

ARTOO WHISTLES a plaintive sigh.

INT. GEONOSIS, CORRIDORS - DAY

ANAKIN and PADME enter the stalagmite city. They stop, looking around in

wonder at the emptiness.

PADME

(in a low voice)

It's empty!

They start forward. As they pass, the surface of the pillars seems to pulse

slowly and move. High above WINGED CREATURES grow from the pillars and

detach themselves.

INT. GEONOSIS, CENTRAL SQUARE - DAY

ANAKIN and PADME cross the square, reaching the middle. They stop suddenly

as FOUR GEONOSIANS grabs them. ANAKIN reaches for his lightsaber.

PADME

Wait!

TWENTY WINGED GEONOSIANS carrying weapons alight on the flagstones in front

of them.

The GEONOSIANS part, and COUNT DOOKU appears. He bows courteously.

COUNT DOOKU

Senator Amidala, I've heard so

much about you.

PADMÉ

Count Dooku, I assume.

COUNT DOOKU

I'm delighted to meet you at

last. We have a great deal to

discuss, Senator. I hope you can

keep your young Jedi under control.

PADMÉ

Don't worry he's housebroken.

INT. CONFERENCE ROOM (GEONOSIS) - DAY

COUNT DOOKU sits at a large conference table with PADME on the far

side. ANAKIN stands behind her with FOUR GEONOSIANS GUARDS standing behind

him. JANGO FETT stands behind COUNT DOOKU, and SIX GEONOSIAN GUARDS stand

behind him.

PADMÉ

You are holding a Jedi Knight, Obi-

Wan Kenobi. I am formally

requesting you turn him over to

me, now.

DOOKU

He has been convicted of

espionage, Senator, and will be

executed. In just a few hours, I

believe.

COUNT DOOKU smiles.

PADMÉ

He is an officer of the Republic.

You can't do that.

DOOKU

We don't recognise the Republic

here, Senator. But if Naboo were

to join our Alliance, I could

easily hear your plea for clemency.

ANAKIN grabs his lightsaber but doesn't turn it on.

PADMÉ

And if I don't join your

rebellion, I assume this Jedi with

me will also die?

DOOKU

I don't wish to make you to join

our cause against your will,

Senator, but you are a rational,

honest representative of your

people and I assume you want to do

what's in their best interest.

Aren't you fed up with the

corruption, the bureaucrats, the

hypocrisy of it all?.. Aren't

you? Be honest, Senator.

PADMÉ

The ideals are still alive, Count,

even if the institution is failing.

DOOKU

You believe in the same ideals we

believe in! The same ideals we

are striving to make prominent.

PADMÉ

If what you say is true, you

should stay in the Republic and

help Chancellor Palpatine put

things right.

DOOKU

The Chancellor means well, M'Lady

but he is incompetent. He has

promised to cut the bureaucracy,

but the bureaucrats are stronger

than ever, no? Senator, the

Republic cannot be fixed. It is

time to start over. The

democratic process in the Republic

is a sham, a shell game played

on the voters. It will not be long

before the cult of greed, called

the Republic, will lose even the

pretext of democracy and freedom.

PADMÉ

I cannot believe that. I will not

forsake all I have honoured and

worked for and betray the

Republic. I know of your treaties

with the Trade Federation, the

Commerce Guilds, and the others,

Count. What is happening here is

not government that has been

bought out by business... it's

business becoming government!

DOOKU

Are you willing to betray your Jedi

friends? Without your co-operation

I can do nothing to stop their

execution.

PADMÉ

What is to happen to me? Am I to be

executed also?

DOOKU

I wouldn't think of such an

offence. But, there are

individuals who have a strong

interest in your demise, M'lady.

It has nothing to do with

politics, I'm afraid. It's purely

personal, and they have already

paid great sums to have you

assassinated. I'm sure they will

push hard to have you included in

the executions. I'm sorry but if

you are not going to co-operate, I

must turn you over to the

Geonosians for justice. I've done

all I can for you.

JANGO FETT moves over to ANAKIN.

JANGO FETT

I'll take that weapon.

ANAKIN hesitates.

DOOKU

You may cause a lot of bloodshed,

my young Jedi, but you will not

escape.

PADMÉ

Anakin...

ANAKIN hands his lightsaber over to JANGO FETT.

INT. GEONOSIS, HIGH AUDIENCE CHAMBER - DAY

ANAKIN and PADME are standing in the centre of what looks like a courtroom.

Seated before them in a tall, boxed-off area is POGGLE THE LESSER, Archduke

of Geonosis. He is accompanied by his underling, SUN RIT. Off to one side

the Separatist Senators PO NUDU, TESSEK, and TOONBUCK TOORA. Next to them

are the Commerce Dignitaries, SHU MAI, NUTE GUNRAY, PASSEL ARGENTE, WAT

TAMBOR and SAN HILL of the Intergalactic Bank Clan. Along the wall about a

HUNDRED GEONOSIANS wait for a verdict.

SUN RIT

You have been charged and found

guilty of Espionage.

POGGLE

Do you have anything to say before

your sentence is carried out?

PADMÉ

You are committing an act of war,

Archduke. I hope you are prepared

for the consequences.

POGGLE laughs. COUNT DOOKU simply smiles.

POGGLE

We build weapons, Senator... that

is our business! Of course we're

prepared!

NUTE GUNRAY

Get on with it. Carry out the

sentence. I want to see her suffer.

POGGLE

Your other Jedi friend is waiting

for you, Senator. Take them to

the arena!

FOUR GUARDS take hold of PADME and ANAKIN. They are escorted out of the

chamber to the sounds of chuckling.

INT. GEONOSIS TUNNEL TO EXECUTION ARENA - DAY

In the gloomy tunnel, ANAKIN and PADME are tossed into an open cart. The

murmur of a vast crowd is heard offscreen. GUARDS extend their arms along

the framework and tie them so that they stand facing each other.

The DRIVER gets up onto his seat.

ANAKIN

Don't be afraid.

PADMÉ

I'm not afraid to die. I've been

dying a little bit each day since

you came back into my life.

ANAKIN

What are you talking about?

PADMÉ

I love you.

ANAKIN

You love me?! I thought we

decided not to fall in love. That

we would be forced to live a lie.

That it would destroy our lives...

PADMÉ

I think our lives are about to be

destroyed anyway. My love for you

is a puzzle, Annie, for which I

have no answers. I can't control

it... and now I don't care. I

truly, deeply love you, and before

we die I want you to know.

PADME leans toward ANAKIN. By straining hard, it is just possible for

their lips to meet. They kiss.

ANAKIN

I have no desire to be cured of

this love either. Long or short,

I vow to spend the rest of my life

with you.

They kiss again.

The DRIVER cracks his whip over the ORRAY harnessed between the shafts. The

cart jerks forward. Suddenly, there isa HUGE ROAR and blinding sunlight as

they emerge into the arena

INT. GEONOSIS, EXECUTION ARENA - DAY

The great stadium is packed with tier upon tier of yelling GEONOSIANS. The

cart trundles to the center, where OBI-WAN is chained to one of four upright

posts thatare three feet in diameter. The cart stops. PADME and ANAKIN are

taken down, dragged to posts, and chained to them. PADME is in the center.

OBI-WAN

I was beginning to wonder if you

had gotten my message.

ANAKIN

I retransmitted it as you

requested, Master. Then we decided

to come and rescue you.

OBI-WAN

It looks like you're going a good

job so far.

Their arms are pulled high above their heads, and the cart drives away.

There is another ROAR as POGGLE THE LESSER, COUNT DOOKU, NUTE GUNRAY, THE

FETTS and DIGNITARIES arrive in the archducal box and take their places.

SUN RIT

The felons before you have been

convicted of espionage against the

Sovereign System of Geonosis.

Their sentence of death is to be

carried out in this public arena

henceforth.

The crowd ROARS and CHEERS. In the box, POGGLE THE LESSER rises. The crowd

becomes quiet.

POGGLE

Let the executions begin!

The crowd goes wild.

ANAKIN

I have a bad feeling about this.

From different gates around the arena, THREE MONSTERS are driven in. One is

a REEK (bull-like), one is a NEXU (lion-like), and one is an ACKLAY (a kind

of dino-lobster). They are driven in by PICADORS carrying long spears and

riding ORRAYS. The PICADORS poke the MONSTERS toward the center, then retire

to the perimeter.

The MONSTERS toss their heads, looking around, ROARING or SCREECHING. Then

they catch sight of the THREE CAPTIVES and start moving toward them.

OBI-WAN

Take the one the left. I'll

take the one on the right.

ANAKIN

What about Padme?

PADME has turned around and is pulling herself up by the chain to the top of

the post. Within a moment, she is standing on top of it, trying to pull the

chain free.

OBI-WAN

It looks like she's already on top

of things.

The REEK charges ANAKIN. He jumps up, and the beast hits the post hard.

ANAKIN lands onto its back, wrapping part of his chain around its horn. The

REEK backs off, shaking its head angrily, which tears the chain from the

post

OBI-WAN ducks around the post as the ACKLAY charges. It knocks the post

flat, sending OBI-WAN sprawling. The ACKLAY crunches the post between its

claws, freeing the chain. OBI-WAN leaps up and runs towards ONE of the

PICADORS. The ACKLAY taks off after him.

The NEXU arrives at PADME'S post and rears on its hind legs. One top, PADME

struggles to tear the chain free. The NEXU ROARS, displaying wicked,

dripping fangs.

In the archducal box, NUTE GUNRAY beams and rubs his hands.

In the arena, OBI-WAN runs at the PICADOR. The ORRAY rears up. OBI-WAN grabs

the PICADOR'S long spear and pole vaults over him. The chasing ACKLAY

smashes into the ORRAY. It goes down. The PICADOR tumbles onto the sand,

where he is grabbed by the ACKLAY and crunched.

ANAKIN's REEK starts to buck. It charges around the arena with ANAKIN

hanging on for dear life. He whirls the free length of chain around his head

and casts it into the REEK's mouth. Its jaws clamp hard on the chain. ANAKIN

yanks hard on the chain, turning the REEK, beginning to ride it.

The NEXU's claws dig deep into the post. The cat-like creature reaches the

top of the post and takes a swipe at PADME. She turns and the claw barely

catches her shirt ripping it off, leaving superficial claw marks across her

back. She hits the creature with her chain and it backs off down the pole.

Then, PADME jumps off the post into the air. She swings around on the chain

and whacks the beast hard on the head with both her feet. It tumbles back

onto the sand.

In the archducal box:

NUTE GUNRAY

Foul!! She can't do that... shoot

her or something!

In the arena, OBI-WAN runs out from behind the fallen ORRAY and throws the

spear at the ACKLAY, hitting it in the neck. It lets out a terrible SCREECH

and turns on him. The NEXU springs up and makes to leap up at PADME again.

She finally manages to work the chain loose. ANAKIN comes charging up on the

REEK.

ANAKIN

You okay?

PADME

(nods, gasping)

Sure! Well, sort of.

ANAKIN

Jump!!!

The NEXU springs. PADME leaps from the top of the post to land on the REEK

in front of ANAKIN. He hauls her upright. The REEK charges away, around the

arena. The NEXU bounds after it. The REEK passes the wounded ACKLAY. The

NEXU smells the blood and turns aside to attack the ACKLAY. The TWO MONSTERS

fight. The crowd GROANS and BOOS.

In the archducal box, NUTE GUNRAY turns angrily to COUNT DOOKU.

NUTE GUNRAY

This isn't how it's supposed to

be! Jango, finish her off.

COUNT DOOKU motions for the bounty hunter to ptay put. BOBA FETT is enjoying

the spectacle.

COUNT DOOKU

(smiling enigmatically)

Patiece, Viceroy... she will die.

Maybe this is the way it's

supposed to end.

OBI-WAN runs and jumps on the back of the REEK behind ANAKIN. Across the

arena, the NEXU, having chewed up the ACKLAY, starts to advance toward them.

INT. COCKPIT, NABOO STARSHIP - DAY

ARTOO BEEPS

C-3PO

Yes, it has been rather a long

time. Do you suppose something's

happened to them?

ARTOO BEEPS and WHISTLES.

C-3PO

(continuing)

Danger? Oh no, I shouldn't think

so. It looks a very dull planet

to me. They should be back

shortly. Just stop worrying, Artoo.

EXT. GEONOSIS, EXECUTION ARENA - DAY

In the archducal box, amid the uproar, COUNT DOOKU feels a tap on his

shoulder. He turns to see MACE WINDU standing behind him. COUNT DOOKU masks

his surprise elegantly as he surveys the arena and sees JEDI KNIGHTS

standing at every entrance and exit.

COUNT DOOKU

Master Windu, how pleasant of you

to join us. You're just in time

for the moment of truth. I would

think these two new boys of yours

could use a little more training.

MACE WINDU

Sorry to disappoint you, Dooku.

This party's over.

MACE WINDU signals, and at stategic places around the arena there are sudden

flashes of light as about ONE HUNDRED JEDI switch on their lightsabers. The

crowd is suddenly silent. COUNT DOOKU'S lips curl in slight amusement.

COUNT DOOKU

(to Mace Windu)

Brave, but stupid, my old Jedi

friend. You're impossibly

outnumbered.

MACE WINDU

I don't think so. One Jedi has to

be worth a hundred Geonosians.

COUNT DOOKU looks around the great theater. His smile grows.

COUNT DOOKU

It wasn't the Geonosians I was

thinking about. How well do you

think one Jedi will hold up

against a thousand battle droids?

COUNT DOOKU signals. THOUSANDS OF DROIDS start to pour into all parts of the

arena.

MACE WINDU draws his lightsaber, JANGO FETT draws his guns and fires at MACE

WINDU, who deflects the shots. JANGO FETT and MACE WINDU jump into the

arena, where they fight. BOBA FETT wacthes his Dad and the Jedi Master

fight. The battle beginss. GEONOSIANS fly away everywhere. DROIDS fire at

JEDI, who deflect the bolts and cult down the DROIDS. The GEONOSIAN TROOPS

fire ray guns that are more difficult for the JEDI to deflect.

The REEK and the NEXU are spooked by the battle. The REEK bucks the riders

off its back and stampedes around the arena, trampling DROIDS and JEDI that

have moved into its path. PADME picks up a discarded pistol and joins the

fight. SEVERAL JEDI run to the center of the arena and toss lightsabers to

OBI-WAN and ANAKIN.

Among the crowd, JEDI cut down swaths of GEONOSIANS and DROIDS. On the sand,

JEDI fight, attacking DROIDS. OBI0WAN and ANAKIN swing their lightsabers,

cutting DROIDS in half. PADME blasts away at DROIDS and GEONOSIANS.

INT. COCKPIT, NABOO STARSHIP

ARTOO whistles.

C-3PO

I don't hear anything.

(Artoo beeps)

You're scaring me! Stop imagining

things!

EXT. GEONOSIS, EXECUTION ARENA - DAY

Among the tiers, JEDI are slowly being driven back. They have killed heaps

of GEONOSIANS and have kncoked out piles of DROIDS, but sheer numbers are

telling. Individual JEDI are being cut down or blasted/ The rest are

retreating into the arena.

ANAKIN and PADME are back-to-back, fighting DROIDS and flying GEONOSIANS.

MACE WINDU fights fiercely with JANGO FETT. Finally, the bounty hunter

falls. His helmet goes flying, bouncing down the steps, tumbling and

rolling, kicked here and there by random feet. The bounty hunter's body

falls to the ground.

MACE WINDU runs to the center of the arena and fights back-to-back with

OBI-WAN, as they swipe and mangle DROIDS.

OBI-WAN

Someone's got to - shut down -

these droids.

MACE WINDU

Don't worry! It's being - taken

care of!

EXT. GEONOSIS, FEDERATION STARSHIP - DAY

KI-ADI-MUNDI leads a raiding party of about TWENTY JEDI through the lines of

parked Battle Starships. They cut a swath through masses of DROIDS until

they arrive at the Command Starship. Some JEDI fall. The rest cut their way

up the ramps and into the Command Ship.

INT. COMMAND FEDERATION STARSHIP, CORRIDORS - DAY

KI-ADI-MUNDI and teh surviving JEDI fight their way through the corridors of

the Command Ship, deflecting laser bolts, slicing DROIDS.

INT. COMMAND FEDERATION STARSHIP, CONTROL BRIDGE - DAY

THEY burst onto the bridge and chop down the COMMAND DROIDS. The NEIMOIDIANS

flee in all directions. KE-ADI-MUNDI leans over the control panel. He

locates the illuminated master switch and punches down on it. It goes dark.

Instantly, all the DROIDS on the Starship and all the DROIDS in the arena

FREEZE!

There is a moment of stunned silence, then the JEDI CHEER. One the bridge,

PLO KOON claps KI-ADI-MUNDI on the back.

PLO KOON

We've done it! Now we have a

chance!

Suddenly, there is a harsh BEEPING SOUND. All the DROIDS on the Starship and

all the DROIDS in the arena start fighting again! KI-ADI-MUNDI stares in

disbelief and dismay.

KI-ADI-MUNDI

The system's off but they're still

active. That's a new feature. They

are independent of the control

system.

EXT. GEONOSIS, EXECUTION ARENA - DAY

MACE WINDU, OBI-WAN, ANAKIN, PADME and an exhausted group of about TWENTY

JEDI stand in the center of the arena surrounded by a ring of BATTLE DROIDS.

The bloodied sand around them is strewn with the bodies of DEAD GEONOSIANS,

SHATTERED DROIDS and JEDI.

At the foot of some steps, BOBA FETT finds his father's battered helmet. He

picks it up.

KI-ADI-MUNDI and the SURVIVORS from the raiding party are herded into the

arena by SUPERDROIDS. From the encircling tiers above, THOUSANDS OF BATTLE

DROIDS level their weapons menacingly.

In the archducal box, COUNT DOOKU lifts his hand. The DROIDS lower their

weapons. The COUNT calls out to the JEDI.

COUNT DOOKU

Master Windu!

Silence.

COUNT DOOKU

(continuing)

You have fought gallantly. Worthy

of recognition in the history

archives of the Jedi Order. Now

it is finished.

(pauses briefly)

Surrender - and your lives will be

spared.

MACE WINDU

We will not be hostages for you to

barter with Dooku.

COUNT DOOKU

Then, I'm sorry, old friend. You

will have to be destroyed.

The DROIDS raise their weapons. ANAKIN and PADME clasps hands tightly. COUNT

DOOKU raises his hand to give the order to fire. PADME looks up suddenlt and

whispers to ANAKIN.

PADME

Look!

Above, six Gunships are descending fast through the open area in the arena

ceiling. They land in a cluster around the handful of JEDI. CLONE TROOPERS

spill out and start firing at the DROIDS. There is a hellstorm of laserfire

that bounces off the laser shields created by the Gunships. YODA appears at

the door of one of the Gunships.

YODA

Come on - hurry! Hurry!

The SURVIVING JEDI dash to the Gunships and scramble in. MACE WINDU hangs on

tight as the Gunship, firing all its weapons, rises out of the arena up and

over the topmost rim.

EXT. GEONOSIS, TERRAIN OUTSIDE EXECUTION ARENA - DAY

The massed lines of parked Federation Starships and the DROIDS surrounding

the arena, are themselves surrounded by thousands of Republic Starships,

disgorging TENS OF THOUSANDS OF CLONE TROOPERS. Beyond, more Republic

Starships are landing and spewing out troops.

INT. GUNSHIP NUMBER ONE - DAY

MACE WINDU stares at the incredible sight.

YODA

More battalions to the left.

Encircle them we must, then

divide.

The CLONE TROOPERS open fire with artillery. EXPLOSIONS wreck the parked

Battle Starships. CLONE TROOPERS advance, firing at the massed DROIDS.

FIGHTER DROIDS fly overhead, exchanging fire with the Gunships and JEDI

fighters.

INT. COCKPIT, NABOO STARSHIP - DAY

THREEPIO and ARTOO see flashes outside of the ship, exploding everywhere.

C-3PO

I'm sure I heard something, this

time. Didn't you? It's probably

just a celebration

ARTOO lets out an EXHAUSTED BLEEP.

EXT. BATTLEFIELD, GEONOSIS LANDSCAPE - DAY

Gunship #2 skims the battlefield, firing down, deflecting answering fire

from the droids.

INT. GUNSHIP NUMBER TWO - DAY

OBI-WAN, ANAKIN and PADME are at the open sides of the Gunship. CLONES fire

down at the DROIDS below.

The Gunship slows, circling over a droid gun-emplacement. It blasts it, but

suddenly the Gunship is rocked by a near miss. It lurches violently.

OBI-WAN

Hold on! Look over there...

Through the other side of the Gunship, they see a Geonosian Speeder racing

past. In the open cockpit is the unmistakable figure of COUNT DOOKU.

ANAKIN

It's Dooku, go after him!

The PILOT starts to comply, but... there is a HUGE BLASTS, the ship lurches

on its side, and PADME tumbles out.

ANAKIN

(continuing)

Padme!!!

ANAKIN stares down in horror as PADME hits thr ground below.

ANAKIN

(continuing; to pilot)

Put the ship down! Down!

OBI-WAN

No! Forget her. We have to go

after Dooku.

ANAKIN

No we're not!! Land this ship!

OBI-WAN

Don't let your personal feelings

get in the way. We've got a job to

do.

Below, PADME hauls herself to her feet and waves for them to go after DOOKU.

ANAKIN

I don't care!.. Go back.

OBI-WAN

Anakin! She's all right! Look.

ANAKIN stares out to see PADME rescued by CLONE TROOPERS.

OBI-WAN

(continuing)

Follow that speeder!

On the ground, PADME looks up at Gunship #2 as it speeds away after Count

Dooku. OBI-WAN and ANAKIN follow the speeder to a Geonosian tower. The

speeder decsends rapidly; the Gunship follows.

Count Dooku's speeder parks outside the tower; the Gunship parks next to it.

OBI-WAN and ANAKIN leap down and run inside the tower.

INT. GEONOSIS, SECRET HANGER TOWER - LATE DAY

COUNT DOOKU throws switches on a control panel. His Interstellar Sail Ship

is guarded by a SQUAD OF SUPER BATTLE DROIDS. The doors of the exit-port

slide open.

DROID CAPTAIN

Your Excellency!

COUNT DOOKU turns as OBI-WAN and ANAKIN run in through the hanger doors.

They draw their lightsabers. The DROIDS raise their weapons.

COUNT DOOKU

That won't be necessary, Captain.

Stand down. And leave them to me.

The DROIDS lower their weapons and back off to the walls. COUNT DOOKU looks

at OBI-WAN and ANAKIN with slight amusement.

OBI-WAN

(to Anakin)

We move in together - you slowly

on the...

ANAKIN

I'm taking him now!

OBI-WAN

Anakin, no!

ANAKIN

You'll pay for all the Jedi you've

killed today, Dooku.

ANAKIN charges across the open space at COUNT DOOKU, who smiles faintly,

watching him come. ANAKIN raises his lightsaber. At the last moment, COUNT

DOOKU thrusts out an arm, and ANAKIN is lifted up, hurled across the room,

and slammed into the opposite wall. He slumps to the foot of the wall,

semi-conscious. COUNT DOOKU moves toward OBI-WAN

COUNT DOOKU

Kenobi, isn't it? As you can see,

my Jedi powers are far beyond

yours. Now, back down.

OBI-WAN

I don't think so.

OBI-WAN lifts his lightsaber. COUNT DOOKU smiles.

COUNT DOOKU

Ah, but if I must.

COUNT DOOKU draws his lightsaber. He and OBI-WAN start to circle each other.

COUNT DOOKU

(continuing)

I have spent the last ten years

learning to use the power of the

Dark Side. It gives me infinitely

greater power.

OBI-WAN

You will have to prove it.

OBI-WAN comes in fast, swinging at COUNT DOOKU'S head. DOOKU parries the cut

easily. As they fight, it quickly becomes clear that DOOKU is the complete

swordsman - elegant, graceful, classical - a master of the old style.

COUNT DOOKU

Grand Master Kenobi, you

disappoint me. Yoda holds you in

such high esteem.

COUNT DOOKU parried another cut.

COUNT DOOKU

(continuing)

Surely you can do better...?

(parries)

No, I'm surprised. Has Jedi

swordsmanship degenerated so

quickly, or are you trying to make

fun of me?

(cuts)

Which is it?

COUNT DOOKU thrusts. OBI-WAN steps back quickly, panting for breath.

COUNT DOOKU

(continuing)

come, come, Master Kenobi. Put me

out of my misery.

OBI-WAN takes a deep breath, gets a fresh grip on his lightsaber and comes

in again. For a moment, he drives COUNT DOOKU back. Then Dooku's superior

skill begins to tell again, and he forces OBI-WAN to retreat.

COUNT DOOKU increases the tempo of his attack. OBI-WAN is pushed to the

limit to defend himself. DOOKU presses. His lightsaber flashes.

OBI-WAN is wounded in the shoulder, then the thigh. He stumbles back against

the wall, trips, and falls. His lightsaber goes skittering across the floor.

COUNT DOOKU raises his lightsaber. OBI-WAN looks up helplessly. Dooku's

lightsaber flashes down and CLASHES against - Anakin's lightsaber! COUNT

DOOKU and ANAKIN stare eyeball to eyeball.

COUNT DOOKU

(continuing)

That's brave of you, boy - but

foolish. I would have thought

you'd have learnt your lesson.

ANAKIN

I'm a slow learner.

And ANAKIN charges at COUNT DOOKU. The force of his attack catches the Count

slightly off balance. Anakin's lightsaber flashes. COUNT DOOKU draws back,

putting a hand to his arm. He takes the hand away and looks at the smear of

blood whee Anakin has nicked him.

COUNT DOOKU

You have unusual powers, young

Padawan. But not enought to save

you this time.

ANAKIN

Don't bet on it!

OBI-WAN

Anakin!

OBI-WAN uses the Force to catch his lightsaber and he tosses it to ANAKIN.

With TWO LIGHTSABERS, ANAKIN attacks. COUNT DOOKU parries and ripostes. It

is no contest. ANAKIN is driven back against the wall. He loses one

lightsaber. Finally COUNT DOOKU, in one flashing move, sends Anakin's arm,

cut at the elbow, flying still gripping his lightsaber. ANAKIN drops to the

ground in agony. COUNT DOOKU draws himself up to deliver the coup de grace.

Suddenly, the great doors slide open. The DROIDS turn fast, raising their

weapons. Through the thick smoke, emerges the heroic figure of YODA. He

stops on the smoke-filled threashold, FOUR DROIDS lined up on either side of

him, guns pointed.

Before the DROIDS can get off a shot, YODA raises his hand, and the DROIDS

are flung against the far walls and crash to the floor in heaps of smoking

metal.

Silence. COUNT DOOKU steps away from ANAKIN to face the Jedi Grand Master.

His lightsaber whirls in a formal salute.

COUNT DOOKU

Master Yoda. At last we shall

know who is the most powerful.

YODA draws a miniature lightsaber out of his cane. He salutes formally.

YODA

Count Dooku. No interest in

contests, do I have.

COUNT DOOKU charges across the space at YODA. He rains down blows upon the

tiny figure. YODA doesn't budge an inch. For the first part of the contest,

he parries every cut and thrust that Dooku aims. Nothing the great swordsman

tries gets through. His energy drains. His strokes become feebler, slower.

YODA attacks! He flies forward. COUNT DOOKU is forced to retreat. Wprds are

insufficient to describe the range and skill of Yoda's speed and swordplay.

His lightsaber his a humming blur of light.

Count Dooku's lightsaber is sent cartwheeling from his hand. He staggers

back, gasping and spent, against the control panel. YODA jumps onto DOOKU'S

shoulders, and is about to drive the lightsaber into the top of the Count's

head.

YODA

(continuing)

The end for you, Count, this is.

COUNT DOOKU

...Not yet...

COUNT DOOKU raises his arms and knocks YODA off his shoulders and then, with

all his might, he uses the Force to pull on one of the cranes in the hanger.

It comes crashing down on OBI-WAN and ANAKIN. But in the blink of and eye,

YODA is under the crane, holding it up, using the Force. YODA closes his

eyes and concentrates.

ANAKIN is unconscious, and OBI0WAN tries toget out from under the crane. The

fallen crane trembles and starts to life. Behind it, the sound of the Sail

Ship's engines are heard starting up.

YODA concentrates harder. Slowly, the crane rises. The SOUND OF THE ENGINES

increases. YODA exerts every scrap of his powers. The crane lifts clear of

ANAKIN and is thrown to the ground. DOOKU'S Sail Ship takes off. OBI-WAN and

ANAKIN struggle to the exhausted YODA, but it's too late. The Sail Ship

rises into the air and flies away. PADMÉ and a CLONE CAPTAIN with about TEN

TROOPERS appear in the doorway.

PADMÉ

Anakin!

PADMÉ runs too him and throws her arms around him. ANAKIN is barely able to

stand up. The CLONE CAPTAIN marches up to YODA, stops, and salutes smartly.

CLONE CAPTAIN

Resistance is at an end, General.

What are your orders ?

YODA looks at him and sighs.

EXT. CORUSCANT, OLD TOWN - DAWN

COUNT DOOKU'S Interstellar Sail Ship glides through a deserted, burned-out

part of Coruscant. COUNT DOOKU manoeuvres the ship into one of the empty

buildings and lands.

INT. CORUSCANT, SECRET LANDING PLATFORM - DAWN

The ramp lowers. COUNT DOOKU emerges and walks to where the hooded figure of

DARTH SIDIOUS stands waiting. COUNT DOOKU bows.

COUNT DOOKU

The Force is with us, my Master.

DARTH SIDIOUS

Welcome home, Lord Tyranus. You have

done well.

COUNT DOOKU

I bring you good news, my Lord.

The war has begun.

DARTH SIDIOUS

Excellent.

(smiling)

Everything is going as planned.

EXT. CORUSCANT, JEDI TEMPLE - SUNSET

The beautiful temple basks in the red glow of the setting sun.

INT. JEDI TEMPLE, COUNCIL CHAMBER - SUNSET

MACE WINDU

Where is your apprentice?

OBI-WAN

On his way back to Naboo. He is

escorting Senator Amidala home.

They are standing, looking out through the tall windows at the great plaza

below. YODA sits in his chair.

OBI-WAN

(continuing)

I must admit without the clones,

it would not have been a victory.

YODA

Victory? Victory, you say?

OBI-WAN turns and looks at the sad little Jedi sitting in the Council

Chamber. Apart from KI-ADI-MUNDI and PLO KOON, who is wounded, the Chamber

is empty.

YODA

(continuing)

Not victory, a defeat, it was...

Master Obi-Wan. Begun, the Clone

War has!

EXT. NABOO LAKE RETREAT, LODGE, GARDEN - LATE DAY

In a rose-covered arbor overlooking the sparkling late, ANAKIN and PADME

stand before a NABOO HOLY MAN.

THREEPIO and ARTOO stand by, watching, as the HOLY MAN blesses the happy

couple and, amid gently falling rose petals, ANAKIN and PADME kiss.

EXT. CORUSCANT, MILITARY STAGING AREA, BALCONY - LATE DAY

PALPATINE, JAR JAR, BAIL ORGANA and the OTHER SENATORS, with TWO ROYAL

GUARDS, stand looking down at the square below.

TENS OF THOUSANDS OF CLONE TROOPS are drawn up in a strict formation or move

forwards in near files to climb the ramps of the Military Assault Ships.

On the balcony, PALPATINE'S expression is deeply sad. Everyone watches

somberly as, in the square, loaded Assault Ships take off. Others land

immediately in their place. The sky above is thick with transports. CLONE

TROOPS march and board the Ships.

The Great Clone War has begun...

FADE OUT:

THE END