Episode II - Decline of the Republic

by Mac

This is a screenplay of Episode II

Star Wars

Episode II

Decline of the Republic

By

Doug Mac Donald

A long time ago in a galaxy far, far away…

Star Wars

Episode II

Decline of the Republic

The Trade Federation has crumbled

after the fateful war on Naboo. Their ships and

resources have been confiscated by the Republic

as decreed by the Supreme Chancellor Palpatine.

With the absence of regulatory trade routes,

the Mandalore Federation has appeared, seeking

to control the galaxy's trading, and have instigated a

destructive Clone War.

Appalled by the Chancellor's continual

refusal to intervene, the Jedi Council has

decided to act on their own, hoping to bring an

end to this savage war…

PAN DOWN to reveal three Corellian-built Republic cruisers, each colored red to symbolize ambassador neutrality. The three ships streak past as they quickly approach the planet Sullust. Surrounding the planet is a junkyard of battered debris, the shells of several battered spaceships, now-defunct generators, pieces of metal the size of buildings, miles and miles of orbital station ducting, etc.

The three ships slow their acceleration to successfully navigate through the cluttered area.

INTERIOR: REPUBLIC CRUISER – HOLD

Obi-Wan Kenobi and Anakin Skywalker, both dressed in long brown robes, the traditional garb of a Jedi, are standing near a speeder bike. Obi-Wan, almost thirty now, is standing more toward the shadows, arms crossed in front of his chest, hood over his head. His hair is long, hanging about his shoulders; he also supports a mustache and beard. Kenobi is watching his padawan with great interest and intensity. Anakin, now nineteen is squatting, working on his bike. His hood is down; his hair is gangly with a sloppy ponytail hanging from one side. Grease marks his cheeks in large patches.

OBI-WAN: I don't believe that thing will ever fly again. Not after what you put it through.

Anakin smiles at his master and straddles the speeder bike. He revs the engine several times, which shakes the deckplates. Anakin gives Kenobi a satisfied smile and then shouts over the noise:

ANAKIN: What was that? I can't hear you? What?

OBI-WAN: (smiling) Turn it off young padawan, it is time we gathered our thoughts for our meeting with the Sullusts. Remember we are here to escort Viceroy Antilles, and not to work on our own projects.

Kenobi's face suddenly turns serious; he rests his hand on Anakin's arm.

OBI-WAN: Do you sense that?

ANAKIN: Sense what, Master?

The speeder bike is shut down and the two listen. Kenobi removes his communicator and speaks into it.

OBI-WAN: Captain! Take evasive maneuvers.

CAPTAIN: (filtered voice-over) Nothing appears wrong from here sir.

The ship suddenly rocks from an unseen attack and the two Jedi's race for the cockpit.

EXTERIOR: SPACE – JUNKYARD

Twelve one-man fighters appear from behind a large twisted piece of metal, they sneak behind the rear-most Republic cruiser and open fire. The ships are from Mandalore, they are long and sleek and quite battered, known as Stingrays.

INTERIOR: REPUBLIC CRUISER - COCKPIT

Through the side window of the cockpit, a Republic Cruiser suddenly erupts into a ball of fire. The human pilot and co-pilot swing the ship away, not bothering to acknowledge the two Jedi's standing behind them.

OBI-WAN: Have you identified our attackers?

CO-PILOT: Not yet sir.

ANAKIN: You're making for open space?

CAPTAIN: With all due respect sir, we simply cannot maneuver in this.

ANAKIN: Captain, if I may…

The captain turns to Kenobi. Kenobi imperceptibly nods his head.

CAPTAIN: Lieutenant, allow the Jedi to take your position.

The Co-Pilot immediately vacates his seat, while Anakin slips into it, with no need to study the controls.

ANAKIN: Switch over. Open the throttle Captain, full speed.

CAPTAIN: Full speed?!

EXTERIOR: SPACE – JUNKYARD

The twelve fighters are now hot on the tail of the Jedi's ship, firing incessantly. The other Republic starship veers away from the attack, they too planning to make their way to open space. Four of the fighters veer away in pursuit, leaving eight chasing the Jedi.

Anakin immediately pilots the ship deeper into the junkyard, narrowly missing the hull of a severely damaged YT-1300 light stock freighter (the same ship as the Millennium Falcon). Two of the fighters, although highly maneuverable, are unable to veer away and they collide with the ship with twin explosions.

INTERIOR: REPUBLIC CRUISER – COCKPIT

The forward viewscreen lights up, it is Bail Antilles of Alderaan, his ship has nearly reached open space, but they are under attack. Antilles is an older man, with a similar build as Chancellor Palpatine. He has a full head of silver-white hair, and he wears a blue senator's robe.

ANTILLES: Master Kenobi, you must make for space, it is our only hope of survival.

OBI-WAN: I'm afraid not, Viceroy. You must direct your pilots to re-enter the junkyard if you are to survive. These fighters will no doubt have a warship waiting to pick you off the moment you show yourselves.

ANTILLES: …can't evade….take our…ces…..

OBI-WAN: Viceroy, you're beginning to break up.

The screen erupts into a blast of static, Kenobi sighs, closing his eyes as he feels the Viceroy's death. With a wave of his hand, the screen quickly darkens.

CAPTAIN: We're losing them! You did it; we're out of firing range.

ANAKIN: Then we should let them catch up.

CAPTAIN: What? Are you crazy?

Anakin smiles at this.

OBI-WAN: Look over there. That duct should serve our purposes.

EXTERIOR: SPACE – JUNKYARD

Anakin pilots the ship toward a large corrugated tube that snakes its way through the debris for several miles. The ship dives directly for it, completely swallowed by the opening.

INTERIOR: REPUBLIC CRUISER – COCKPIT

CAPTAIN: You're both crazy.

OBI-WAN: Captain, we're going to need the identification of those ships.

CAPTAIN: Yes sir.

The captain moves to a rear seat and begins working with the sensor arrays, while Kenobi slips into the captain's chair.

EXTERIOR: SPACE – TUBE

Four of the fighters enter the tube, after the cruiser. The cruiser is so large that it only has a few feet to spare on either side. The fighters increase their throttle and begin firing upon the cruiser again.

Anakin steers the cruiser through a sudden turn in the tubing, with each turn he increases the speed of the ship. The remaining three fighters skim the outer surface of the tube, blasting away at it.

INTERIOR: REPUBLIC CRUISER – COCKPIT

Through the cockpit bits of the tube begin to be shorn apart, sending debris directly in the Jedi's path. The tube begins to shake and sway, increasing the difficulty for Anakin, as he tries to not collide in such tight quarters.

Sweat has beaded on Anakin's forehead while Kenobi has gone into a trance.

ANAKIN: We've lost two more, it looks like we going to make it….uh oh.

The tube has begun to creak and moan with the new stress of the fighters blasting it.

EXTERIOR: SPACE - TUBE

The Republic Cruiser is heading straight for a narrow part of the tube, where the ceiling and floor has collapsed inward like an hourglass. There is no way around it.

INTERIOR: REPUBLIC CRUISER – COCKPIT

Kenobi's eyes are open now, he too is sweating. He holds a fist in front of is face and then very slowly he opens his fingers.

EXTERIOR: SPACE – TUBE

The tube begins to expand, slowly at first with a terrible creak. The fighters are still firing above and behind the ship.

INTERIOR: REPUBLIC CRUISER – COCKPIT

CAPTAIN: We're going to hit! Brace yourselves, I'm putting all power to the forward shields!

ANAKIN: No! Don't expose the stern.

Anakin punches away at his console.

EXTERIOR: SPACE – TUBE

Five torpedo's launch from the belly of the cruiser, impacting against the tube.

EXTERIOR: SPACE – TUBE (EXTERIOR)

The tube erupts in the center, sending debris flying. The tube splits in two as the forward half begins to fall away. The Republic cruiser is jettisoned from the new opening, through the wall of flame and into space. The pursuing fighters are caught in the explosions. The remaining three fighters peel away and head for open space.

INTERIOR: REPUBLIC CRUISER – COCKPIT

Kenobi places a hand on Anakin's shoulder, congratulating him.

OBI-WAN: Captain, if you would resume control of the ship, we have an appointment to keep.

CAPTAIN: (still shaking from the attack, wide-eyed) Yuh…yuh…yessir.

ANAKIN: We're still going to Sullust?

OBI-WAN: Alderaan will grieve as I do at the loss of Antilles. This meeting, however, is far more significant. I shall have to make the Republic's appeal myself.

EXTERIOR: SPACE – MANDALORE CRUISER

The Mandalore Cruiser sits in space, waiting for the three stingrays to return. The cruiser is several miles long, but thin like a post.

INTERIOR: MANDALORE CRUISER – HANGAR

The one-man fighter rests in a hangar bay, battered and beaten. A single warrior emerges from down a ramp, bathed in dark shadows. The warrior is still hot from battle, and from the failure of stopping the delegates from reaching Sullust. Although, still in shadows, the helmet of the figure can be seen. A flat square piece of metal hovers to the warrior, stopping at his feet.

The square metal is a holo-projector and a familiar blue figure suddenly emerges.

SIDIOUS: (blue hologram) Was the attack successful?

Boba Fett emerges from the shadows, a Mandalorian leader. His voice is a mere whisper, and full of anger directed at himself.

FETT: No.

The Mandalore continues to walk, the holo-projector follows.

INTERIOR: MANDALORE CRUISER – SUPPLY HOLD

Fett continues to walk, entering a large room, larger than the previous hangerbay. The room is filled with a thousand clones, dressed in the exact same armor as Boba Fett. There are several groups in all, each bearing different colors to mark their ranks.

Sidious is not amused. His image towers over Fett, but Fett doesn't seem to notice or care.

SIDIOUS: You encountered unexpected resistance?

FETT: Two of their cruisers fell without difficulty.

SIDIOUS: And the third?

FETT: The pilot was good.

SIDIOUS: 'Good?' Mandalores are the greatest warriors the galaxy has ever known, and a 'good' pilot defeated you?

FETT: He was unnaturally good.

Boba Fett walks away, leaving Sidious behind, not seeing the oddly satisfied smile on his face.

WIPE TO:

INTERIOR: SULLUST CAVERNS – PALACE

Kenobi and Skywalker kneel before the mouse-eyed Sullust king, Crier Roon, in his subterranean throne room. The rocks have a reddish hue to them; the throne is a massive carved shiny black rock with jagged surfaces. A waterfall of red lava pours thickly behind the king, which in turn runs off on either side of the palace walls into a slow moving red river.

The King is clearly enraged, as fresh drool drips from the sides of his mouth.

ROON: (in Sullust, subtitled) How dare you, Jedi, ask this of us? Five years now and the Clone Wars still wage along the outer rim. And now the war extends into the Mid Rim. The Mandalore's have taken Kashyyyk only days ago. And you ask us for help?

Roon slams a mighty gray fist onto his throne, the arm rest crumbles away. Bits of the flowing lava catches fire behind him like the fires of hell.

ROON: (continuing) When will the Jedi fight? When will the Jedi put an end to this war? When the Mandalore's attack the Core?

Roon spits a large wad of saliva before Kenobi; it hits the volcanic rock and sizzles away.

Anakin reaches for his lightsaber and moves to stand. Kenobi's hand falls on Anakin's arm with a patient look on his face.

ROON: That is what we think of the Jedi's Force. (Spits again) That is what we think of the Jedi. (Spits). Be gone from our sight, Jedi.

OBI-WAN: We shall do whatever pleases his lordship, but will the lordship not hear me out?

Roon waves for the Jedi to speak.

OBI-WAN: I will not pretend to agree with the decision forced upon us by the senate, my lord. But the Jedi will not act, until the senate comes to an agreement on the situation. There are those who believe the Republic should not involve itself, for some believe this to be a civil war.

ROON: We believe those who do not want to be involved have not been attacked yet.

OBI-WAN: (smiling) And that may be true. But the senate is unable to agree on how to proceed. If Kashyyyk has indeed fallen, there will be those who will wish to rush to their aid. However, there are those systems that fear bringing the wrath of the Mandalore's upon them, should they act. The senate is split, and until they arrive at a decision, we must plead our case to every star system in the galaxy.

ROON: The Republic will not fight so you expect Sullust to do it for you?

OBI-WAN: Some systems are banding together, ever mindful of the danger of defying the senate. I was to escort the viceroy of Alderaan here, for it was he that was going to plead this case to your majesty. Bail Antilles died, because he believed that you would join him in battle.

Roon mumbles a loud, long laugh. When he stops, his eyes are moist.

ROON: Alderaan is going to fight? They have no weapons! Perhaps the Jedi will return someday to be our court jester, for you indeed please us.

OBI-WAN: Alderaan offers their people, you would offer your vast resources. They could pilot your ships, and man your weapons.

ROON: We are interested in knowing who the others are.

OBI-WAN: Marudin. Duro. Naboo. (pauses) Corellia.

Roon becomes extremely agitated at the mention of Corellia.

ROON: Corellia? Corellia!! You would go to war against Mandalore with shoddy Corellian ships? Sullust ships better. Sullust weapons better.

OBI-WAN: It would be a shame if your lordship could not prove that to the Corellians.

ROON: Shameful indeed, Jedi! Sullust will prove our ships are better!

OBI-WAN: Then we can count on your full support?

Roon was waving his fists in the air, extremely angry. All of the animation drains from his face, only squeaking sounds come from his throat, suddenly unsure how he came to box himself into such a corner.

OBI-WAN: I shall take your silence as a yes, your lordship, we leave in peace.

Kenobi, whose hands were resting on his forward knee, bows so his forehead touches his knuckles, rises and walks away, leaving an astonished Crier Roon behind.

INTERIOR: REPUBLIC CRUISER – HOLD

Anakin enters the hold alone; he slips out of his brown cloak and places his lightsaber on top of it. He then walks over to a monitor where a red light is flashing. Anakin hits a switch and begins working on the muffler of the speeder bike. The monitor lights up and a recorded message appears. Anakin continues to work throughout the message.

SHMI: (on screen) Hello Annie, I hope you are keeping well. How are your studies going? You're being an attentive student I hope. I received your package, you must really stop sending me your credits - I am doing well. You should save your money, Annie, give to those who really need it.

Threepio has been quite a help around here, although I don't see him very much anymore. Jabba has him programming the binary loadlifters, and has spent quite a lot of his own credits on expanding Threepio's language database. He speaks fluent Bocce and Huttese; he knows over one thousand languages now.

Anakin stops working on the bike, and turns to the recording of his mother with a sigh. He built Threepio to help his mother, not Jabba. Watto had lost everything during the Boonta Eve Race. His mother never found out what happened to him after that.

Anakin pauses the message, freezing his mother's face. She looks old and sick. Dark circles surround her eyes, her hair is grayer now, and she looks deeply sad. He hadn't seen her in nearly seven years, because of his studies. Anakin had a short visit with her, over six years ago, but it was brief and unsatisfying. They communicated a few times over a videoscreen, but Anakin longed to be hugged by her again.

SHMI: (continuing) Please don't be sad, I spoke with Padme the other day; she loves you deeply, Annie. She's wonderful. And I won't be trapped here forever. She says her government is trying to abolish all slavery. We'll be together before you know it. I love you, Annie.

Anakin stares at the darkened screen, trying to contain his swirling emotions. His eyes are dark.

ANAKIN: (whispering). I love you too, mom.

Anakin is lost so much in thought that he does not hear the approaching hum of three training remotes, floating through the air. The gray spheres enter the room and then immediately split up.

Kenobi can be seen in the shadow of the doorway, but his face is hidden by the shadow of his hood.

The first remote is able to come up directly behind Anakin and fires a single nerve numbing blast to the Jedi's neck.

ANAKIN: Yeeouch!

Anakin whirls, looking for his lightsaber which has mysteriously disappeared, his other hand massages the back of his neck. The second remote fires a blast, this time catching his outstretched hand. Anakin cries out in pain again as his hand goes numb. Smiling, the Jedi ducks just as the third fires its own blast that harmlessly hits the wall.

The three remotes are repositioning as Anakin Force-leaps to the workbench where his cloak is lying. He takes a minute to search for his lightsaber, but it is gone. The three remotes fire at him, but Anakin does not have time to jump out of the way. Instead he uses his reflexes and contorts and twists his body in such a way that the three blasts barely miss him. Anakin dives to the ground, barely staying ahead of the continuous blasts the remotes suddenly pour out.

The Jedi throws his cloak over one of the remotes, blinding it. The remote flies around, bouncing into walls. The Jedi cloak muffles the sound of its angry lasers. The other two pass in front of each other, switching positions while compensating for the loss of the other.

Anakin stretches out with the force and grabs the other remote. Just before it fires, he spins it around, aiming the laser directly at the other remote. The blast hits the training device head on and it deactivates.

Still in his control, Anakin moves the remote toward the doorway, where he can sense his master watching him. Just as the remote fires, the Jedi does the same thing – he spins it around, aiming it at his master.

But it doesn't fire. The three remotes suddenly drop to the floor and bounce a few times before rolling to a stop.

OBI-WAN: Nice try.

Anakin turns to his master, composing himself.

ANAKIN: You never know unless you try. Your timing is impeccable, as usual.

Obi-Wan smiles and holds out Anakin's lightsaber.

OBI-WAN: I suppose you'll be wanting this back?

Anakin takes the lightsaber and attaches it to his belt.

OBI-WAN: If those were battle droids, you would be dead right now. The remotes hit you with two clean shots.

ANAKIN: That test wasn't exactly fair. My mind was everywhere else but here.

OBI-WAN: Perhaps that explains the first hit. But what of the second? The first thing you reached for was your lightsaber. That was another error that could have caused your death. A Jedi must keep his focus at all times, and not be dependent on swordplay.

ANAKIN: Of course master. I will do better next time.

OBI-WAN: Next time, I won't be so easy on you.

Obi-Wan smiles at his padawan showing that he is only kidding. Anakin returns the smile and resumes work on his speeder bike.

ANAKIN: You did great today. Master Qui-Gon would have been proud.

Kenobi smiles and leans on a cluttered workbench.

OBI-WAN: Do you really think so?

ANAKIN: You better believe it.

OBI-WAN: Than I shall.

ANAKIN: And the way you dealt with the captain, you knew who was attacking us from the start didn't you? You just wanted him busy, so he wouldn't panic.

Kenobi smiles, almost embarrassed.

ANAKIN: You're worried about the war aren't you?

OBI-WAN: (surprised at his student's insight) Very much so. The Jedi should be dispatched to end all this. And the war is escalating. I fear if the Jedi do finally decide to act, it shall be too late.

ANAKIN: I spoke with Coruscant and Roon was correct. Kashyyyk has been taken. And the Wookiees taken into slavery. The Mandalore's are moving toward the core.

OBI-WAN: The council will be meeting with Chancellor Palpatine soon, and they shall plead their case again. We must continue to be patient.

ANAKIN: But what does the Council know? They sit in their temple while the people they're supposed to protect are being turned into slaves.

Kenobi watches him with great interest.

ANAKIN: Like my mother.

Kenobi has been through this numerous times already and has grown tired of it.

OBI-WAN: You still have much to learn before you can take the trials, my young padawan. Keep your focus here with you, not on Tatooine.

Anakin throws down his hydrospanner.

ANAKIN: But I am ready! And when I do take them, I'll do it better than Master Yoda ever could. And what of the chosen one that Master Qui-Gon spoke of? The council certainly doesn't make me feel like one.

OBI-WAN: You mustn't speak of that so lightly. You may have a high midi-clorian count, but your destiny is still uncertain. It remains clouded by your anger.

ANAKIN: I am sorry, Master. I speak out of line. It's just that it's been so long, why can't I at least visit my mother? Only for a day, an hour, I don't care. Why must the council refuse my wish?

OBI-WAN: Because you wouldn't be going for a visit. You would be going to free her.

ANAKIN: And where's the crime in that?

OBI-WAN: Jedi do not take revenge, Anakin. They do not abuse their power; a Jedi is committed to defense, and the search for knowledge. Jedi do not attack. The council has already refused this request, that should be enough.

ANAKIN: Of course, forgive my candor. Master? I do have another request. It will be several days before we reach Coruscant and a few more before my audience with the council. Might I leave for Naboo, until my meeting?

OBI-WAN: I am not sure that is wise, Anakin, although the council has not forbidden you to see the queen, they are not warm to the idea either. Master Qui-Gon warned you the life of a Jedi is a lonely one and very difficult.

ANAKIN: Yes, but why must it be so lonely? Why can I not be with the woman I love?

OBI-WAN: It is the commitment you have taken on, and it runs deep. The council believes that she will be a distraction to your studies.

Anakin turns away again.

ANAKIN: And do you believe she is a distraction?

Kenobi is unable to answer that, for he too finds himself disagreeing with the council from time to time.

OBI-WAN: I don't know, my friend. I really don't.

Anakin leaves his speeder bike and walks out of the hold toward his personal quarters.

A voice speaks to Kenobi who has stayed behind, the voice seems to come from everywhere, and yet Kenobi is alone in the room.

QUI-GON: (voice-over) You should meditate on this conversation as well, Obi-Wan.

OBI-WAN: Master Qui-Gon, I am uncertain how to proceed. He has become a difficult study and debates me at every turn.

QUI-GON: He reminds me of a young padawan that I once trained.

OBI-WAN: But really, Master, I was never so disrespectful, was I?

QUI-GON: That is a question you only have answers for Obi-Wan. As for Annie, I suggest you allow him a short leave.

OBI-WAN: The council will not approve.

QUI-GON: Padme is very good for him. And if you were to deny his request, do you think that would stop him?

OBI-WAN: Master! He wouldn't just go, would he?

But Qui-Gon Jinn's presence has already faded away, leaving Obi-Wan's question unanswered.

INTERIOR: REPUBLIC CRUISER – JEDI QUARTERS

Anakin is sitting cross-legged in the center of the room, on the floor. He is not meditating, however, but working on a tiny gadget. There are several projects strewn about the floor, from communicators to power generators.

OBI-WAN: You may leave, my young padawan, but don't be late again, the council will not accept it this time.

ANAKIN: Thankyou master! And I promise I won't be late.

Anakin jumps up and grabs a flight bag that he already had prepared. He leaves his projects behind and immediately runs from the room, leaving Obi-Wan shaking his head.

EXTERIOR: CORUSCANT – THRONE ROOM

Darth Sidious is sitting on a black throne in the center of a circular chamber, high above the city. The walls are transparent giving the Sith Lord a three hundred and sixty degree view of the glittering city below. The night sky is filled with traffic. Despite the Mandalore's failure of stopping the delegation, Sidious is quite pleased. He knows for certain that he has found his new apprentice. Anakin Skywalker.

Boba Fett enters the chamber, keeping a respectful distance away from the Sith Lord, sawed-off blaster resting in his arms.

FETT: You are certain the Republic is planning an attack? I haven't seen any sign of gathering forces.

SIDIOUS: Despite my attempts, the Republic has decided to go ahead. Several systems have already agreed to battle. How strong is your army?

FETT: Limitless.

Sidious turns and peers out the window, the peaks of the Jedi Temple can be seen in the distance.

SIDIOUS: Good. Return to Mandalore, commander and prepare your army. The war is about to extend to Tatooine.

WIPE TO:

INTERIOR: THEED PALACE – HALLWAY

Queen Amidala is walking down a large, tall hallway, the ceiling is glowing from the sunshine, and her handmaidens follow closely behind. Her maidens are dressed in hooded cloaks that are cobalt blue, signifying the change of seasons. The queen is dressed in a yellow dress, mixed with purples and reds that give the impression of the sky with setting suns. The shoulders are large, while the gown is pulled tight to her waist. A lengthy train of the same material drags behind her. Absently, the queen plays with a pendant around her neck. In front of her, a very animated Jar Jar Binks walks backwards, trying to explain something that she can not quite follow. Artoo-Detoo, the Queen's personal droid stands next to Jar Jar.

At the furthest end of the hall are the Naboo foot soldiers, led by Captain Panaka, he watches the Gungan as a smile spreads across his face.

JAR JAR: And dat's whasa happened. Mesa innocent!

PADME: I am sure you are Jar Jar Binks.

A door at the end of the hall suddenly opens, revealing a tall cloaked figure.

JAR JAR: Whosa dat?

Anakin Skywalker throws back his hood with a great smile and rushes toward Padme. The queen lets go of the jipor snippet and nearly knocks Jar Jar over as she rushes to greet Anakin. Jar Jar has to jump back to keep his balance, and to avoid trampling the queen's train.

PADME: Annie! I didn't know you were coming!

Anakin takes her into his arms and kisses her full on the lips. They remain that way for several moments, while the handmaidens giggle nervously. Jar Jar has a dopey grin on his face, and then he too rushes forward.

JAR JAR: Annie!

Pretty soon, the two lovers are in Jar Jar's hug; his tongue lashes out and licks Anakin up the side of the face. R2 is also beeping excitedly, and rocking back and forth on his legs.

ANAKIN: I didn't know I was coming either, of course now I'm not sure it was such a good idea.

He wipes the side of his face with the sleeve of his jacket.

JAR JAR: Oh-ee-my, alla me friendsa be here!

ANAKIN: Jar Jar, why are you here?

Jar Jar's excitement disappears immediately, as another sheepish grin appears on his face.

JAR JAR: Oh…uh…mesa…uh…

His eyes rove around the room, searching for an escape route. And then sudden inspiration hits the Gungan

JAR JAR: Mesa just visitin'!

PADME: Visiting, Jar Jar?

Anakin grins now.

ANAKIN: Were you banished again? (pauses) You were banished again, weren't you?

Jar Jar turns impossibly red, and slaps a big hand over his eyes. Padme rests her head on Anakin's chest, watching the conversation.

JAR JAR: Uh-huh.

ANAKIN: What did you do this time?

JAR JAR: Oh, mesa…uh…flooded…Otah Gunga.

ANAKIN: You flooded….?How did you…? Never mind, I don't want to know.

Jar Jar jumps around, looking at the door Anakin came from.

JAR JAR: Wheresa Obi-Wansa?

ANAKIN: Obi-Wansa is on his way to Coruscant.

PADME: Sabe? Please take our guest to his quarters, he must be tired from his journey.

The handmaidens moved forward, leading Jar Jar away.

JAR JAR: Wait! Wait! Mesa has more questions!

The entourage disappears down the corridor, leaving behind R2, Anakin and Padme.

PADME: Captain Panaka? Would you see to it that the Jedi's ship is refueled?

PANAKA: Of course, your highness.

Panaka motions for his guards, as they follow the Captain out of the hallway.

PADME: R2? You may leave as well.

R2 gives her a raspberry in defiance.

PADME: We don't need a chaperone R2. I am ordering you to leave.

R2 remains stubborn and does not move.

PADME: Oh, very well.

Anakin holds Padme at arm length, staring at her beauty. She returns the stare.

ANAKIN: You remind me of Tatooine's setting suns.

Anakin picks her up and lifts her into the air, lifting his chin to meet her gaze, laughing.

PADME: And you remind me of a small boy I once knew, now put me down, you kaadu!

Anakin drops her and she gives him a soft punch to the shoulder.

PADME: (continues) It is so good to see you again, Annie. I've missed you terribly. But tell me, you didn't sneak your way here, did you?

ANAKIN: Obi-Wan granted me permission, I have a meeting with the council in three days, so until then it's just me and you.

Padme laces her fingers between Anakin's and gives him his hand a soft squeeze.

PADME: Another meeting with the council? You didn't get in trouble again?

ANAKIN: Hey I've been a good boy! Actually I called this meeting. I'm going to plead my mother's case again. I know what you're going to say, Padme, but I haven't seen my mother in seven long years! I miss her. I made her a promise to free the slaves, and I'm going to keep it.

PADME: With or without the council's blessing?

ANAKIN: No, of course not. She sent me a message, and by the time I got it, it was already three weeks old. She's not well Padme, I can sense that. A slave's life has become too hard on her. She's weary and worn.

PADME: I will support any decision you make, Annie, but is it wise to go up against the council? They will only make things more difficult for you.

ANAKIN: I have to try.

PADME: Governor Bibble has been making headway with the senate, although it is slow going. But he promises to abolish any slavery we happen across.

Padme plays with the pendant Anakin gave her ten years ago; it is as polished and shiny, as it was when he gave it to her.

ANAKIN: You still wear that?

PADME: Of course, it comforts me when you are gone.

The two young lovers pull themselves close together, kissing with more passion now that no one was watching.

R2 whistles at the two (like a laborer whistling at a passing woman).

Still wrapped in the kiss, Anakin's right hand pulls away from Padme and points at R2. Suddenly an invisible force shoves the little droid down the hall, and into an adjacent chamber. R2 gives a wild screen as he tries to brace himself for impact. Anakin uses the force to slam the door shut, as it gives an echoing boom, leaving the two alone.

WIPE TO:

EXTERIOR: CORUSCANT - SPACE

Coruscant shines in the darkness of space, surrounded by hundreds of battleships that once belonged to the Trade Federation. Dozens of Defense Satellites (similar to miniature Death Stars) are scattered throughout the armada, carrying enough firepower to ward off any invasion.

A single red cruiser streaks past the defense and into Coruscant's heavy traffic flow.

INTERIOR: JEDI TEMPLE – COUNCIL CHAMBER

Obi-Wan Kenobi stands before Yoda, while Mace Windu stands, his back facing the two Jedi, staring out across the city. Yoda is pacing behind Kenobi, while the younger Jedi has his eyes closed, meditating.

YODA: Clear your mind. Tell me, what is it, you see?

OBI-WAN: I see…a slave. But this slave is uncomfortable with his new role. And there's death; death surrounding one who can no longer walk.

YODA: What means this?

OBI-WAN: I am not sure, master, this vision is clouded with…anger. Darkness.

Yoda closes his eyes, searching the same feeling as Obi-Wan.

YODA: Clouded is this future, by the dark side.

OBI-WAN: Now there is a cloaked figure, and he is watching us.

YODA: Hmm. This one, not who he seems.

OBI-WAN: The Sith.

Yoda lifts one eyebrow in surprise, for not even he can sense this. Mace Windu turns to look at the kneeling Jedi, his interest piqued as well.

YODA: Certain you must be, Obi-Wan.

The council arrives in the middle of their conversation and each take their prospective seats. Obi-Wan is distracted for a moment only, and the vision fades away. Yoda sighs and walks over to his chair.

OBI-WAN: I am sorry, Master Yoda.

Yoda is surprisingly gentile and not in the least upset with Obi-Wan's lack of focus.

YODA: Continue this later, we shall.

The female Jedi, Adi Gallia speaks.

GALLIA: You have done well with the Sullusts, Obi-Wan. You are to be commended.

KI-ADI-MUNDI: Your apprentice is not present.

YODA: Wise was it, allowing your padawan leave?

OBI-WAN: (head bowed in shame) I only followed my feelings, Master Yoda.

MACE: Perhaps your feelings were influenced…

YODA: …by a force outside?

OBI-WAN: Anakin will be here, Master. I apologize for his tardiness; it shall be the last time.

YODA: Last time, it will not. Told you did I, difficult he has become. A distraction the young Queen is. Committed Anakin is not.

OBI-WAN: But he is committed master, he has learned much since you last spoke with him. And I believe it is the queen that is the driving force behind that success. Were it not for her…

KI-ADI-MUNDI: …were it not for Queen Amidala, Anakin Skywalker would already be a Jedi Knight.

Before Kenobi can respond to this, the chamber doors open revealing a flushed Anakin Skywalker. He is out of breath. Jar Jar Binks is hot on his heels, but when the Gungan realizes where he is going, he suddenly stops and leaves the room.

JAR JAR: (muttering to himself) Jedi Mastah's make mesa feel berry bombad.

ANAKIN: Sorry I'm late, Masters.

MACE: That will be all Obi-Wan, we shall resume this conversation in the future. In the meantime, we have another matter to consider.

Kenobi bows and slips away, throwing an angry glance toward his apprentice. Anakin is alone with the twelve Jedi Masters. Each of them stares at the boy, with looks of disappointment and frustration.

YODA: Short is your time with us. How feel you?

ANAKIN: (frowning) I feel at peace, Masters.

MACE: You have defied us again. You were not supposed to see the Queen.

ANAKIN: But Master Obi-Wan granted my leave.

KI-ADI-MUNDI: It is a needless distraction. A Jedi must commit himself body and soul. Your relationship with the queen is selfish.

ANAKIN: (getting angry) Selfish?

In his mind, Anakin thinks of the old woman, Jira, he often helped on Tatooine. He thought of winning the pod race, only to help his new found friends. How he entered the Naboo space battle, the only reason to help a race of people he did not know. And now, they call him selfish.

YODA: Quick to anger, are you.

Anakin closes his eyes and lets out a steady breath, the anger dissipating.

ANAKIN: Accept my apologies, Masters. If the council wishes it, then I shall obey.

YODA: Remain to be seen, that shall be. And now, your mother I sense you wish to see. Revenge you seek.

ANAKIN: My mother is quite ill. I fear she does not have long to live.

MACE: Is it fear that causes your need to free her?

ANAKIN: (angry) Fear? She's a slave! Forced against her will. That's why I want to save her.

YODA: Needed here, you are.

ANAKIN: I'm needed am I? To hide on Coruscant while the Mandalore's attack every system in the outer rim? The clone wars have escalated; thousands are dying each day. The Wookiee homeworld has fallen, and you say I am needed here?

MACE: You are still very angry. I suggest you meditate on these feelings you have, and when you are calm, at peace with…

Anakin begins to turn, his eyes resting on each of the council members.

ANAKIN: Oh come on! You sit atop of Coruscant, meditating and sermonizing, while this five-year war rages on! We're supposed to protect the galaxy, not hide from it. The clone armies are enslaving entire systems.

When are you going to get involved? When the Mandalore's reach the capital city? Are you just going to sit here, while the Order of the Sith reappears, killing our Jedi? Our Masters?

YODA: Our decision you make for us. Overcome your anger, you must, only then, will we allow your request.

Anakin, still wrestling with his anger and sadness nods his head and leaves the chamber without another word.

YODA: No longer does he fear. Angry he has become.

KI-ADI-MUNDI: He must be watched closely.

INTERIOR: JEDI TEMPLE – HALLWAY

Kenobi is standing with Jar Jar; they are speaking with the Supreme Chancellor Palpatine, who is surrounded by six Senate Guards. The Guards are no longer dressed in blue, but black. Their helmets now cover their faces completely giving them an inhuman look. The Roman-like feathers upon their helmets are now absent. They still carry their laser rifles.

PALPATINE: (smiling) Ah, young Master Skywalker. How are you today?

Anakin continues to walk past, throwing an angry glance back at Obi-Wan.

ANAKIN: Great, just great.

PALPATINE: (frowning now, seeing Anakin's distress) Tell me, what troubles you?

ANAKIN: It's the council, they keep refusing my request to see my mother.

OBI-WAN: Speak truthfully, Anakin, you wish to free her from slavery.

ANAKIN: Yes master.

Palpatine places a warm friendly hand on Anakin's shoulder and continues to smile.

PALPATINE: Is this the truth? I certainly sympathize with your dilemma, young Skywalker. However, perhaps the council does have a point. It is not your responsibility to extract revenge on your mother's slavers. And hate is such a powerful emotion to control. It is the same situation with this ghastly clone war. I want nothing more than to send the Republic Forces to Mandalore, however that is just not possible without the Senate's approval. It is frustrating to be sure, but our time will come.

And yet, your problem should be dealt with. After all, they are slaves and should be freed. And who better to save them, then a Jedi?

OBI-WAN: But Chancellor, Anakin is not ready for this challenge.

PALPATINE: (smiling still) Quite right Obi-Wan. That is why I shall recommend to the Jedi Council to send someone more fitting to Tatooine.

ANAKIN: Seriously? You would do that?

PALPATINE: I would be happy to. Uh…but you should prepare yourself for their refusal.

ANAKIN: Of course, thank you Chancellor.

OBI-WAN: Thankyou for your assistance, Chancellor. If you'll excuse us, we must be leaving.

Palpatine gives the two Jedi a slight bow and watches as Anakin Skywalker leaves.

INTERIOR: JEDI TEMPLE - COUNCIL CHAMBER

Palpatine strides confidently into the chamber, followed by the six guards. He is smiling, but does not bow to the council.

PALPATINE: I am honored by your invitation, respected ones.

MACE: Thankyou Chancellor. I'm sure you know why we've asked you here today?

PALPATINE: I assure you I am doing everything I can. Years ago I promised the Queen of Naboo that I would put an end to the corruption and squabbling in the senate. I'm afraid that task is far greater than I had imagined. I find it admirable that Chancellor Valorum was able to withstand it for as long as he did.

All I ask is patience from this council. Given time, the Senate will agree with your request and the Jedi will be dispatched.

MACE: But the senate has agreed to allow certain systems to volunteer their resources in an attack. Why will they not agree for the Jedi to step in?

PALPATINE: That is a question that would require several hours to answer, I think. But the Republic's involvement is only to seize the Mandalore cloning technology, to stop them from using it further. In any case we will not declare war on them.

MACE: And once they have that technology? Is the Republic going to clone its own army?

PALPATINE: I would be lying if I said that hasn't come up in sessions.

YODA: Careful, you must be. Cloning will save you not, Chancellor. Destroy the Republic it will.

Palpatine turns to face Yoda, eyes never faltering.

PALPATINE: That is for the senate to decide. However I'm afraid there is little even I can do. Your request will be denied once more.

EXTERIOR: CORUSCANT – LANDING PLATFORM

High above the city, an empty landing platform hovers amongst a plethora of travelers; vehicles of all sizes race to and fro in a criss-cross pattern. The noise is incredible, especially for a Jedi Knight in training, who must block out all distractions.

At one edge of the platform a single metal pole extends from the concrete. Anakin Skywalker is doing a one hand, handstand on the pole that is bending from his weight. Below him, all he can see is the seemingly endless fall before him. A transport rushes just beneath him, throwing up a gust of wind. The Jedi finds his arm shaking as he tries to maintain his balance.

Obi-Wan stands on the edge of the platform just above of the pole. Behind him is a large creature, a Wychek by the name of Digger, who serves as the Jedi's physical trainer. Jar Jar Binks sits at the far end of the platform, away from trouble. His eyes are bulging from surprise at Anakin's strength. There is a single shuttle, attached to the far corner of the platform. Yoda stands with Yaddle, the pink-skinned Jedi Council Member and watches the training session.

Another shuttle rests opposite of Yoda.

OBI-WAN: Now straighten out.

Anakin is gritting his teeth, sweat pours down the sides of his face. His arm has stopped shaking and the pole begins to slowly straighten out, no longer bending from Anakin's weight.

OBI-WAN: Clear your mind. Now the fingers.

The Jedi maintains the pole's strength as he releases his grip on the pole, allowing his palm to support his full weight. Anakin's feet begin to sway with the shift of his weight, and then he places his forefinger on the pole and lifts himself up with only the single digit.

OBI-WAN: (whispers to Digger) Get ready.

DIGGER: Do you want me to go easy on him this time?

OBI-WAN: I trust your judgement.

A huge smile spreads across Anakin's face.

ANAKIN: I'm doing it! It's working!

Obi-Wan waves his hand in an arc. Suddenly seven training remotes spring into life and accelerate toward Anakin.

Anakin senses the danger; his head jerks toward the incoming danger. He can see the foremost remote coming at him, preparing to fire.

The Jedi removes his finger, letting his body drop. His hand grabs the pole as his body swings downward. As the seven remotes open fire simultaneously, Anakin allows himself to drop, with his arm still grasping the pole, the Jedi swings in an arc and shoots himself into the air, well over the remotes.

When he lands, he comes down directly in front of Digger. Anakin looks up at the creature, a full two feet taller than him, and far wider. Digger swings his arms, trying to catch the Jedi in a bear hug. But the Jedi is too quick, he drops to his knees and rolls through the legs of the Wychek. The seven remotes have regrouped and chase after the rolling student, firing their lasers. Anakin jumps to his feet and does a cartwheel that avoids each blast.

The blasts rip open the concrete, sending debris into the air. They are no longer set for stun, but for kill.

But Anakin cartwheels directly into Digger who stands waiting for him. Digger grabs the Jedi by the ankle and lumbers over to the side of the platform.

Anakin hangs upside down, fists hammering at the creature's chest.

DIGGER: I'm really sorry for this Master Anakin.

The Wychek lets the human fall.

JAR JAR: Annie!

The Gungan leaps from his seat and rushes forward at the Wychek. The Gungan prepares to slap at the trainer when Digger grabs hold of Jar Jar around the neck in a headlock.

JAR JAR: Oops.

Meanwhile, Anakin falls head over heels; the rate of his fall increases with each passing second. The seven remotes dive down after him, firing shot after shot.

DIGGER: I'm sorry Master Binks, but Digger can't let you interfere.

Obi-Wan and Digger are leaning over the edge, trying to see what has happened to Anakin. Only Yoda sees the Jedi suddenly appear from behind the platform, landing quietly on the deck. The seven remotes now hover quietly behind him. Yoda says nothing.

Anakin is breathing hard; his breath is shallow as he quietly walks toward the unsuspecting Wychek.

Anakin snaps his fingers, alerting Obi-Wan and Digger.

Before they can fully turn around, the seven remotes streak forward and fire several blasts into Digger's chest. The Wychek let's go of Jar Jar and they both tumble to the ground. The remotes shut down and return to the ground.

OBI-WAN: Impressive. Your control has improved. You are learning focus too.

Anakin gives his master a weak smile; his hair is matted to his skull from sweat, as he leans on his knees, trying to recover his breath.

Yoda produces a simple metal rod, oval at each end, not more than six inches long. The Jedi Master throws it into the air, in Anakin's direction.

Anakin ignites his blue lightsaber and attacks the rod. The saber flashes and cuts through the metal rod. The rod falls to the ground in four pieces. Anakin also falls to one knee, completely out of breath.

Yoda sighs.

YODA: Seven pieces, a Jedi would cut the rod.

Yoda motions to Yaddle and returns to his shuttle.

Obi-Wan stands feeling anger and disappointment, that is mirrored in Anakin's face. Obi-Wan thought his pupil was doing well, thought he was teaching just as well as Yoda. And the Jedi Master was able to show both of them just how much further they had to go, by using a simple exercise.

Together, Obi-Wan and Jar Jar help the gigantic Wychek to his feet. Anakin is still crouching, trying to recapture his breathing.

JAR JAR: Digger okeyday?

Digger's chest is still smoking from the blast, but he is nonetheless worse for wear.

DIGGER: (leans down and whispers to Jar Jar) Next time, Digger does not go easy on Master Anakin.

JAR JAR: Yousa thinkin that wasa easy?

Digger gives Jar Jar a look that says: 'You figure it out.'

Anakin is still breathing heavily, and this surprises Obi-Wan. He should be able to walk about by now. Obi-Wan walks up to his padawan and rests his hand on his shoulder. He sees that Anakin's breathing is from rage.

ANAKIN: It's never good enough for him.

OBI-WAN: You should feel proud at how far you have come.

ANAKIN: But according to Yoda, I've not come very far at all.

OBI-WAN: A wise man, is one who recognizes just how little he knows. We still have far to go Anakin. And that little test was for me just as it was for you.

ANAKIN: Then you complete my training! I can't sit around here forever!

Anakin storms away.

OBI-WAN: Anakin! You must calm yourself.

Anakin enters the shuttle and takes off, leaving the three stunned beings.

OBI-WAN: Don't do anything foolish!

INTERIOR: CORUSCANT LANDING PAD – SPICE FREIGHTER

Anakin has changed his clothing, leaving behind his brown Jedi cloak, in exchange for a black flight suit. Behind him, lays the crumpled form of a body. He is walking through several corridors, trying not to be noticed. He carries a black bag filled with gear.

He comes up to a dirty spaceport, located in one of the less desirable places of Coruscant. Anakin does not notice the variety of aliens that are going about their own business. There are Aqualish (Walrus Men), Ithorians (Hammerheads), Calamari, Wookiees, and dozens of others, for he is quite familiar with them.

He comes upon a landing pad that holds a spice freighter. An Amanin (headhunter) is standing at the ramp of the freighter holding a wooden staff that has six various shrunken skulls on it.

Anakin waves a hand in the air.

AMANIN: (in Amanin, subtitled) You are late, navigator.

ANAKIN: I'm sorry captain, but I was nearly…mugged on the way here.

The Amanin's red eyes fall to the alley where it can see the shadow of a man unconscious.

AMANIN: Then we must make haste. Get inside and plot our course. The Republic may be on to us. Find us a safe but quick escape route.

ANAKIN: Yes sir. I do have a crate I'll need loaded onto the ship.

A hovercraft appears, carrying a large crate, twice as big as a coffin.

AMANIN: You do not order….

Anakin waves his hand in the air.

AMANIN: …me, navigator. I'll have the crew take care of it.

Anakin runs aboard, heading straight for the cockpit. There he sits himself at the navigation center and begins the tedious calculations for the flight ahead. The computer screen shows that the cargo's destination is to reach Jabba the Hutt on Tatooine.

The co-pilot enters, another Amanin, this one the color of green algae is running a system's check. He is considerably younger than the captain is. It rumbles something in his own language

CAPTAIN: (entering the cockpit) Is our course set Navigator?

ANAKIN: Yes sir. We can leave at your convenience.

The spice freighter lifts into the air and takes off into space, whizzing past the Republic/Federation warships and orbital defense platforms.

EXTERIOR: TATOOINE – MOS ESPA OUTSKIRTS

A furious sandstorm rages across the plains, obscuring everything in its path. But within that storm, a small army marches forward; Mandalore infantry walk forward, visors seeing a clear path toward Mos Espa. Behind the infantry and surrounding the army are several wild banthas with Mandalore riders on top. Further back are troop transports, speeders that hover across the ground. The transports are rectangular, with cells surrounding it, which hold the Mandalore fighters. There are seven transports in all, and their repulsors are adding to the sandstorm.

More are driving skiffs; others are on speeder bikes.

They come across a small farm and do not hesitate to fire, destroying the moisture vaporators. A siren wails across the town, alerting the denizens of the approaching army.

A Small army of hired henchmen arrive down the main street of Mos Espa, some riding swoop bikes, others riding dewbacks. Slaves run to and fro, trying to escape the oncoming battle.

The Mandalore infantry suddenly break from their ranks, two teams running to opposite ends of the towns.

As the swoop bikes race forward to meet the approaching dewback army, the infantry team positions themselves in various alleyways and vendors alcoves. There, they fire their wrist cables across the road, creating a thin neck level line of defense. The swoop riders are traveling too fast, and do not see the cords. The riders are pulled from their mounts, caught at the neck by the wire cable.

With the most dangerous line of attack taken care of, the Mandalore bantha riders command their steed's forward. The banthas run forward with great speed, and then clash against the oncoming dewbacks. Laser blasts fire between the two armies. A few Mandalore's are hit by the fire, but their chest armor saves them and they continue to fight.

The infantry runs past the battle, preparing their attack against the slave quarters.

INTERIOR: MOS ESPA SLAVE QUARTERS – ANAKIN'S BEDROOM

Shmi Skywalker is hiding in her son's room, while the sounds of battles and screams can be heard outside. She huddles with an older woman with long white hair, her name is Jira. Jira is old, and not a little bit senile.

JIRA: The storm to end all storms has arrived.

SHMI: Quiet now Jira.

A tarnished C-3PO enters the bedroom; he is nearly 'fully-clothed' with a gold casing. His belly still shows a batch of wiring. The right leg however is still open, revealing all of his gears and parts, as well as his left shoulder and mouth plate.

THREEPIO: Oh my, listen! They're heading this way!

SHMI: We're not finished yet.

But she cannot help herself from crying and trembling. Threepio walks to the two women, arms held out before him.

THREEPIO: Hold me?

An explosion rocks the quarters, while a large fireball rushes through Shmi's kitchen.

THREEPIO: We're doomed!

A half dozen Mandalore's rush into the burning quarters, blaster's firing.

INTERIOR: CORUSCANT – OBI-WAN'S QUARTERS

Kenobi's quarters are small, a bachelor apartment with only a separate room for the bathroom. There is a desk attached to the wall that has a tiny computer module. A single bed lies in the corner and there is little else.

Jar Jar Binks is on the bed, snoring and muttering in his sleep.

Kenobi is sitting in the center of the room, on the floor; his legs are criss-crossed before him. On a closer look, he is not sitting at all, but levitating several inches off of the floor.

QUI-GON: (voice-over) What troubles you, Obi-Wan.

Not expecting the sudden voice in his head, Kenobi's concentration is broken as he descends to the floor, but he quickly recovers, holding himself strong. Qui-Gon Jinn materializes before him, wearing his Jedi robes.

OBI-WAN: I have failed you, master. Anakin has defied me and worse of all he has defied the council.

QUI-GON: But he has not defied himself. Anakin lives his life by different code than ours. And a different code than mine. He should not be punished for following his feelings.

Jar Jar awakes and sits up, rubbing his eyes. When he looks he can clearly see Kenobi speaking to himself. Jar Jar looks around the room, but sees no one else. He remains quite, but very disturbed.

OBI-WAN: I know master, but this is wrong. He promised the council he would not go to Tatooine, and now he cannot be found. He will be punished when he returns, and frankly I fear what that will do to him. My hold on Anakin is slipping with each passing day, and the council is losing its faith in me as well.

QUI-GON: Is it the council that has lost faith? Or yourself?

OBI-WAN: Perhaps, Master. But I am angry with the council too. Why does master Yoda bow to the senate? Why won't they put an end to the wars?

QUI-GON: All very good questions, Obi-Wan, ones that will be answered in time. And you are doing a fine job with Annie. You are not a failure. But your hold is slipping. Return to Tatooine, my friend. Get that hold back.

Kenobi nods as Qui-Gon fades from sight.

JAR JAR: Uh…whosa are yousa specking to?

OBI-WAN: Never mind. Gather your things Jar Jar, we're going to Tatooine.

JAR JAR: Ohhh no. Gungans don't swim in sand.

EXTERIOR: TATOOINE – BOONTA EVE

The Boonta Eve raceway is smoking and on fire. Most of the stands have crumbled, and the tall stone circular buildings have been ripped apart. Pod engines are scattered across the raceway, their drivers hanging out of the pods. Pit Droid arms and legs are strewn everywhere, while the Mandalore army marches away from Mos Espa, toward the outskirts.

A giant sail barge appears in the distance. The Mandalore transports glide to a stop. Each speeder holds ten Mandalores in infantry cells. The cells are located across either side of the transport. The Mandalores immediately rocket into the air with jetpacks, blasters at the ready. Thirty Mandalore's drop onto the surface of the barge's deck and begin knocking out the gun emplacements.

INTERIOR: JABBA'S SKIFF – THRONE ROOM

Jabba the Hutt is resting in his Skiff, Gardulla stands next to him. Oddly enough, there is a certain Toydarian chained to the female Hutt. Watto has seen better days, he has nearly wasted away to nothing, and his stomach once round like a basketball is now flat. All of his teeth have been removed, and his strength has been sapped so much that he can only fly a few inches from the floor. His legs and arms are chained together. Watto carries a silver serving tray which Gardulla has just scooped another frog from, and slips it into her mouth.

One of the remaining frogs spits at Watto, hitting him directly in the eye.

WATTO: Hmmm. This is so degrading.

The skiff rocks from the sudden attack.

GARDULLA: Poodoo!

JABBA: Who dares attack Jabba the Hutt?

Jabba's Twi'lek majordomo is peering out the window and sees the army. Banthas are surrounding the barge, roaring incessantly.

Jabba slides forward, peering at the army. He grows furious.

JABBA: They dare move the Clone Wars into my territory? Destroy them! I'll pay handsomely for the leader's head!

EXTERIOR: MOS ESPA OUTSKIRTS – SKIFF BATTLE

One Mandalore fires a wrist cable that wraps around a Gamorrean guard. He then pulls the Gamorrean forward, and over the side of the barge. The pig guard squeals as it falls into the waiting mouth of a bantha.

On the ground the infantry has lined up in several rows, crouched on one knee. They bow forward in unison, moving as if one body. They all fire their pack missiles. A volley of the missiles launch forward, slamming into the side of the barge.

Drone droids move forward along with their supply counterparts, carrying replacement missiles and begin loading them into the Mandalore packs.

Several of the Mandalore's on top of the barge fire their cables at the new hole in the side of the barge. They then rappel down the side and enter the barge.

INTERIOR: JABBA'S SKIFF – THRONE ROOM

TWI'LEK: Master, they have breached the hull.

JABBA: Prepare my pod! The Mandalore's will pay for this.

A dozen Mandalore's appear from the smoke and fire. They fire their wrist lasers into a horde of Jabba's henchmen. Watto is screaming, and pulling at his chains.

Next they fire their wrist blasters into Jabba and Gardulla, but the blasts only bounce away harmlessly. Jabba begins to rumble with laughter, as though the laser blasts only tickle him. The Mandalore's fire their rifles next with the same result.

Gardulla slithers forward, (pulling Watto with her; he falls to his stomach and is dragged behind her) and then whips around, swinging her tail in an arc. The fat tail sends half of the Mandalore's flying backward, their ribs crushing from the impact. Several of their helmets fly off, revealing identical looking males.

Several clones overcome Jabba, but he continues to slither forward to his escape pod. The Hutt manages to get his mouth around the torso of a clone and clamps down. The Mandalore screams and fires his wrist blasters blindly. The blasts hit two of his own men, freeing one of Jabba's arms, which he uses to clear the others off of him. Two of the clones fall before the might Hutt. Jabba moves forward, and crushes the two clones beneath his great weight.

EXTERIOR: MOS ESPA OUTSKIRTS – SKIFF BATTLE

Several more guards are pulled over the edge of the barge, where they fall to the ground. The banthas kick up their front legs and stand for a moment on their hind legs, before falling back down, trampling the already dying guards.

The Mandalore's are reloaded with new missiles and fire again, this time beneath the barge. A large fireball erupts through the barge, spewing a geyser of fire into the air. The repulsors give out, and the skiff comes to a hard landing in he sand.

INTERIOR: JABBA'S SKIFF – THRONE ROOM

Gardulla slides forward, laughing, preparing to lash out with her tail again, while Jabba the Hutt slowly makes his way down the corridor to his escape pod.

WATTO: No, don't go! Don't leave me here!

Several of the Mandalores fire their jet rockets and fly on top of the female Hutt. There, they scramble to grab a hold of her mouth. Gardulla struggles, she manages to grab the ankle of one of the Mandalore's and then she repeatedly smashes him against the wall.

Two of her attackers manage to pry her mouth open.

Gardulla's eyes widen as she discovers what their plan is.

A Mandalore, hidden in shadow steps forward, crouches to one knee, bends forward. The missile launches, directly into the mouth of the Hutt. The remaining Mandalore's scramble away, trying to take cover.

Gardulla suddenly explodes, sending hugs chunks of flesh and blood across the throne room.

Watto is covered in her juices, and shakes his head to clear the gook away. A Mandalore steps forward, gun aimed at the Toydarian's head. Watto turns his head away, clenching his eyelids shut.

EXTERIOR: MOS ESPA - SPICE FREIGHTER

Pull back to reveal the city of Mos Espa, completely leveled, fires rage everywhere, womprats are picking the meat off of the dead. Black columns of smoke rise into the air all across the descending spice freighter's forward viewscreens.

The Spice Freighter sets down just outside of the town.

INTERIOR: SPICE FREIGHTER – COCKPIT

AMANIN: This is not good.

CO-PILOT: Not at all. Where can we unload our cargo now? Who can afford such a huge supply?

AMANIN: There are a few towns that may hold connections, Bestine perhaps, or Mos Eisley.

Anakin cannot help but stare out at the destruction before him. Uttering a tiny cry, the Jedi races to the back of the spice freighter and into the cargo hold.

AMANIN: Where does he think he's going?

The co-pilot can only turn to his captain and shrug his shoulders.

AMANIN: Well then, the navigator can find his own way home.

INTERIOR: SPICE FREIGHTER – CARGO HOLD

He comes to the metal crate he had brought on board and opens it. Anakin steps inside of the darkness and from within, all that can be heard is the sudden whine of engines coming to life, and then he takes off on his speeder bike, using the force to throw open the cargo bay doors. Several crewmen have to fall to the ground to avoid being hit by the bike.

EXTERIOR: MOS ESPA – MARKETPLACE

The speeder bike winds its way through the crumbling and burning streets, the smell of burning flesh is strong in the air, but it is not the wind against his face, nor the overpowering smells that make Anakin weep.

A few of the citizens are still alive, sifting through the rubble to salvage what they can, or perhaps to find a missing loved one.

As he enters the marketplace, past the familiar place where he once bought fruits for his friends Qui-Gon, Jar Jar and Padme, but there is no sign of the old woman, Jira.

EXTERIOR: MOS ESPA – SLAVE QUARTERS

Anakin brings the speeder to a halt, just outside of the slave quarter's courtyard where his mother lives. He knows he is too late, and the anger begins to build. Anger at the council, anger at Obi-Wan.

Still dressed in his black flight-suit, Anakin tries to walk, but his anxiety is too great, and before long, Anakin is running at full sprint to his mother's doorway. Anakin stands before the door, unsure if he has the strength to enter, so he only stands there for a few moments.

Once he gathers his strength, he hits the door open controls with a shaking hand, but nothing happens. His face turns angry with impatience. The door creaks a moment and then an invisible hand thrusts the door from its hinges as it flies deep into the home where it crashes into a wall and then falls to the ground, sending tufts of sand into the air.

ANAKIN: MOM? MOM?

His voice is shaky, uncertain.

Anakin rushes into the kitchen but Shmi is not there, and then he sees the nearly completed Threepio, covered in sand and dust. Anakin pushes the droid away and steps into his old bedroom. The body of the old woman, Jira, is there; a large blaster burn marks her chest. Beneath her lays the form of another person, as though the gray-haired woman was protecting someone. Anakin pulls the woman away and then steps back in horror.

Shmi Skywalker lays on his old bed, her features almost unrecognizable; smoke still rises from her eye sockets. Whoever did this had tried disintegrating her. Whoever had done this had enjoyed their work.

Anakin throws his head back and screams a long, loud wordless wail.

The walls and ceilings shake with Anakin's rage; sand falls from the ceiling until Anakin's anger is spent and he falls onto his mother's weeping uncontrollably.

ANAKIN: I promised. I promised you mom. But the council wouldn't let me go. They wouldn't…. I'll find whoever did this to you. I'll make them pay for what they did.

WIPE TO:

INTERIOR: CORUSCANT – JEDI TEMPLE GARDEN

Mace Windu and Yoda walk through the temple's main garden. The room is circular, covered in hanging vines and several varieties of flowers. Tiny birds fly about from their perches. In the center of the room is a giant tree, large enough to drive a speeder bike through. The Jedi's heads are bowed; Mace has his hands clasped behind his back, while Yoda uses his cane to aid him.

MACE: This decision will have dire consequences.

YODA: As all decisions do. Decide not, would be dire. Decide against, decide for.

MACE: The Jedi will be persecuted for involving ourselves in the Clone Wars.

YODA: Yes, we shall. But a worse future, if fight, the Jedi do not.

MACE: Then we must fight, and prevail.

YODA: So certain, I am not.

MACE: I spoke with Obi-Wan.

Yoda's ears perk at the mention of the Jedi's name.

MACE: (continuing) Anakin has gone to Tatooine.

Yoda sighs and shakes his head.

YODA: Complicate matters, this will.

MACE: Obi-Wan should have arrived there, to bring Skywalker back.

YODA: Our permission, he did not seek. Obi-wan has allowed this?

MACE: (sighing) He has spoken with the spirit of his Master. Obi-Wan feels that he needs only to seek the Force's permission.

YODA: Shown himself, Qui-Gon has?

MACE: I believe he is sincere about the matter.

An acorn falls from the giant tree. Yoda bends down and picks it up, looking at it, studying it.

YODA: Then, little we can say in this matter.

MACE: Obi-Wan is aware of the council's decision. When he finishes up on Tatooine, he has promised to return without delay.

Yoda slips the acorn into his pocket and continues walking.

EXTERIOR: MOS ESPA OUTSKIRTS – REPUBLIC FREIGHTER

The Republic Freighter's hatch opens, and two figures emerge. One is wearing a brown cloak with a hood pulled over his head. The other is a tall, clumsy looking Gungan.

JAR JAR: Heresa we gosa again. Oh, me poor skin.

OBI-WAN: I fear there will be a lot more than your skin to worry about Jar Jar.

JAR JAR: Dat Mos Espa?

The city is on fire, smoke blots out the two suns and darkness seems to fall upon the area.

OBI-WAN: I'm afraid so. Come on let's go.

JAR JAR: Wesa finding Annie's mother here?

But Obi-Wan Kenobi does not answer the Gungan, for he begins to fear the worst. It is not Shmi Skywalker that he is worried about, but her son.

EXTERIOR: MOS ESPA SLAVE QUARTERS – COURTYARD

Anakin stumbles out of the hovel, blinded by his tears. He makes his way over to the speeder bike, but does not climb on; instead he buries his chin into his chest, trying desperately to control his anger.

And then he hears a familiar Huttese voice.

SEBULBA: Spare a few alms traveler?

Sebulba is naked, and has been unable to afford clothing for several years now. One of his eyes, once so narrow with mischief, is milky-white from blindness, while the other is missing altogether. His precious legs that he never walked on (he always used his hands, while his Twi'lek females tended his feet), lie broken behind him. He crawls on his belly now, his arms pulling him across the ground, while his legs trail uselessly behind. Anakin once stood at eye-level to the Dug, now nearly full grown, Sebulba only meets his waist.

SEBULBA: Republic dantaries, anything will do.

Anakin's eyes narrow, his voice is low and menacing. He is breathing hard now, finding it difficult to catch his breath.

ANAKIN: (in Huttese) Chaysko Sebulba.

SEBULBA: Who is this? Do I know you?

Sebulba cowers away, back against the wall, uncertain.

ANAKIN: It seems hard times have fallen on you Sebulba.

SEBULBA: Skywalker?

ANAKIN: That's right. I'll give you money, good money. If you have information.

SEBULBA: What do you want to know?

ANAKIN: Who did this? Who destroyed Mos Espa? Was it Jabba?

Sebulba laughs at this, a familiar smug tone that Anakin learned to hate at a very early age.

SEBULBA: The Hutt was attacked too. Jabba lost everything. Some even say that Jabba is dead.

Anakin rests his hand on the hilt of his lightsaber, not caring about Jabba if he was not involved.

SEBULBA: Payment first, boy.

ANAKIN: Tell me who did this first!

Sebulba laughs again, shaking his head. He reaches for his cheek tentacles, but forgets all that remains are stubs. Sebulba rubs those instead.

SEBULBA: This is important to you, eh Skywalker? Perhaps you lost someone very special?

ANAKIN: Tell me, slimo!

SEBULBA: (continuing) Perhaps it was your slave master, that Toydarian. No, that is not it. Why would a slave care about his master?

ANAKIN: I AM NOT A SLAVE!

Anakin's hand clasps his hilt now, still attached to his belt.

SEBULBA: Did you lose your slave-mother perhaps?

ANAKIN: WHO DID THIS?!

SEBULBA: Jabba enjoyed your slave-mother.

ANAKIN: I'M WARNING YOU SEBULBA, WHO DID THIS?

SEBULBA: I could tell you stories of how he defiled her.

With a scream and a snap-hiss, Anakin ignites his light saber, a bright blue-white blade appears. He brings the blade down on the Dug with all of his might, silencing the creature.

EXTERIOR: MOS ESPA – MARKETPLACE

Kenobi is running through the streets, followed closely by Jar Jar. Kenobi suddenly stops, hand moving to massage his forehead.

JAR JAR: Everything okeyday?

OBI-WAN: Someone is in great pain. But I don't believe it is Anakin.

JAR JAR: Dis place very bombad. Mine go home?

OBI-WAN: Come on, this way.

EXTERIOR: MOS ESPA – SLAVE QUARTERS

The suns are blotted out by the smoke, leaving the area like night.

Anakin is in a fury now. He screams at the twin suns while his anger has created a mini-sandstorm that rages across the courtyard. Debris flies everywhere, imbedding into the hard concrete walls. His lightsaber is no longer activated.

Kenobi arrives, arms folded within the sleeves of his cloak, in front of him. Jar Jar's head peaks from around the corner, eyes squinting from the blowing sand.

OBI-WAN: Anakin! ANAKIN!

JAR JAR: ANNIE!

The angry Jedi turns at the sound of his voice. For a moment, Anakin thinks he sees Darth Maul, the Sith Lord responsible for his master's death.

ANAKIN: She's dead, my mother is dead.

OBI-WAN: I'm sorry.

Anakin ignites his lightsaber and flings himself at his master. Obi-Wan responds in the same way, igniting his green blade as well. Anakin's first blow sends Kenobi stumbling a few steps back, but he quickly regains his ground before his apprentice can continue his assault.

Jar Jar yelps and jumps to the ground, trying to bury his head into the sand. His big floppy ears cover his eyes, while his hands cover the top of his head.

JAR JAR: Annie, no!

Kenobi blocks Anakin's blade again.

OBI-WAN: I am sorry about your mother, but she is one with the Force now. You must believe this.

ANAKIN: You helped to kill her. You and the council.

Anakin swings his saber in an arc missing Kenobi by a few inches. Ben leaps into the air with a summersault, landing behind his angry young apprentice. He uses the force to shove Anakin forward. Anakin is thrown face first into a concrete wall.

With a scream he launches forward again, pressing Obi-Wan back with each blow.

OBI-WAN: I don't wish to hurt you. If I must, to stop you then I will.

Kenobi blocks the blows with relative ease, he is calm, at peace, while his attacker is angry and sloppy.

ANAKIN: I could have saved her. I promised to save her. She died, only hours ago!

Another barrage from Anakin. Now that Kenobi is ready for the attack, he deactivates his own lightsaber, allowing for the blade to come at him. When he sees that Anakin will not stop, he jumps out of the way.

OBI-WAN: Do you really wish to strike me down?

Anakin attacks again, but this time Kenobi is waiting. With a wave of his hand, he manages to deactivate Anakin's lightsaber as it comes down.

This only infuriates the Jedi further; he reactivates his saber and throws it at his master. The saber swings in a wide arc, but instead of switching it off, Kenobi merely stands his ground and catches the blade with his free hand.

Anakin knows he is defeated, but his cheeks are still red with anger.

Jar Jar comes running at Anakin at that moment.

JAR JAR: Annie, Annie, it'sa me!

Anakin turns to the Gungan and plants his fist directly across the creature's bill. Jar Jar is momentarily stunned as he stiffens and falls to the sand like a piece of wood.

OBI-WAN: Why do you direct your anger at your friends? What has Jar Jar ever done to you?

Anakin turns, seeing what he did to his friend. Jar Jar sits up and shakes his head like a dog, throwing bits of sand around. He looks up to Anakin with a sheepish grin. His two front teeth are missing, giving that smile an even more comical look to it.

ANAKIN: (his anger draining away) I'm sorry Jar Jar, can you ever forgive me?

Anakin puts out his arm and the Gungan accepts it.

JAR JAR: (talking with a lisp now) Oh, muay muay, ith okeyday, Annie.

Anakin falls into Jar Jar's arms and weeps into the shoulder of his friend. Jar Jar turns to Kenobi and smiles at him too, while his hand pats Anakin on the head.

Ben's hood is still up, he didn't even break out in a sweat, he walks over and returns Anakin's saber.

OBI-WAN: You'll need this.

Anakin looks at it like it is alien, but does not take it.

ANAKIN: No, master I can't. I have shamed myself in front of my friends.

Anakin looks to his mother's house.

ANAKIN: (continuing) And I have brought shame to my family name.

JAR JAR: Youtha juth like Jar Jar now!

OBI-WAN: Take it, you're going to need it. We were too late to help your mother, Anakin, and for that I am deeply sorry. But it may not be too late for the galaxy.

ANAKIN: What do you mean?

OBI-WAN: The council has decided to fight in the clone wars. Take your saber.

ANAKIN: But I'm not worthy. What would master Qui-Gon think?

OBI-WAN: He would say that you were a true Jedi. You conquered your anger and stopped yourself from being pushed too far.

Anakin takes his lightsaber.

ANAKIN: Thankyou master. And I am sorry.

OBI-WAN: I know. Now let us leave this place.

EXTERIOR: MOS ESPA OUTSKIRTS – REPUBLIC CRUISER

Kenobi is looking to Mos Espa, all of the fires have burned away, and darkness is slowly descending across the plains. Jar Jar paces worriedly behind Obi-Wan.

JAR JAR: He be back, metha not worried. Annie notha bombad for long.

Kenobi remains silent.

JAR JAR: Whatha takin him tho long?

OBI-WAN: He is tending to his mother.

JAR JAR: Metha not worried. He be back. Yotha thee. How long itha he gone?

OBI-WAN: Jar Jar?

JAR JAR: Ah-huh?

OBI-WAN: Go inside.

Jar Jar mumbles as he walks up the ramp. In the distance, Anakin Skywalker appears, his hood pulled over his head, he is riding his speeder bike, but traveling very slow. Anakin seems to be pushing something along, something that is slowing his progress down considerably.

When they come into view, Obi-Wan can see a gold plated protocol droid shuffling along and complaining.

THREEPIO: Please Master Anakin! Don't put me on that dreadful ship. My circuits won't be able to handle it. They'll overload, and I'll be no use to anyone then.

OBI-WAN: What is this?

ANAKIN: This is Threepio. I made him for my mother to help her around the house. I couldn't just leave him behind.

THREEPIO: Hello, good sir. My name is C-3PO, human cyborg relations. If you would be so kind as to explain to my master the dangers of space travel, I would greatly….

OBI-WAN: Does he always prattle on like this?

ANAKIN: (smiling) Well, I think he's gotten worse.

Anakin hops off of his bike and pushes it up the ramp. Kenobi takes the golden droid by the arm and moves him forward. Threepio is digging his heels into the sand all the way.

THREEPIO: Please, I'm too young to die! Oh dear!

INTERIOR: MANDALORE CRUISER – BRIDGE

Boba Fett races away from Tatooine with his squad still intact. A tiny hologram of Darth Sidious flickers upon the center of his console. The bridge is busy with a dozen Mandalore pilots. Fett sits in a command chair several feet back, overlooking the operations.

SIDIOUS: You have done well. And the matter with the woman is taken care of?

FETT: Yes.

A horrible crocodile smile stretches across the Sith's face.

SIDIOUS: Is your army prepared?

FETT: They are ready. The Republic is crazy to attack. They are outnumbered one hundred to one.

SIDIOUS: Numbers mean very little to me, Boba Fett. They Jedi once helped defeat an army of the Federation's battle droids. They were over-dependent on their technology that is why your people have been chosen.

FETT: What about their warships? They can cause great damage; if my forces are occupied elsewhere, I won't have a large enough navy to…

SIDIOUS: I have already taken care of that matter. You needn't worry about your homeworld. The Republic will never get the chance to attack.

INTERIOR: REPUBLIC CRUISER – SITTING AREA

Kenobi sits in front of a view screen, while a small crew works on various repairs throughout the ship. The man on the viewscreen is Mace Windu; he is speaking in a low, almost conspiratorial manner.

Anakin can be seen through a doorway, tending to a very agitated C-3PO.

MACE: Extend my sincerest apologies to your padawan. This is an unfortunate incident for Anakin.

OBI-WAN: I shall.

MACE: The council has decided you are to return to Naboo, which will serve two purposes. The first being that it will do Anakin good to see the Queen. The second, will be to rendezvous with myself before the attack on Mandalore.

OBI-WAN: You will be joining in the fight, master?

MACE: Yes, I have already met with Antilles' replacement and his army is presently on their way to Sullust. Bail Organa will be leading the attack, and I will be with him to help command the Jedi forces.

OBI-WAN: How many of the Jedi will be involved in this operation?

MACE: Nearly two hundred. When you reach Naboo, the representatives of Corellia should have already arrived there.

OBI-WAN: Very well, I shall see to it that they are well received. Has the council seen a probable outcome to the war?

Windu does not answer immediately.

MACE: No. This future is clouded by something…dark. It seems as though something is influencing our ability to see anything clearly.

OBI-WAN: I have felt it as well. Do you think it is the Sith?

MACE: That would explain much, however we have come no further in tracking the Sith.

As the two Jedi continue to talk, Anakin is telling Threepio to sit still. The Jedi has managed to scrounge up several pieces of gold plating and has completed his new friend, with the exception of his right leg. Anakin is buffing Threepio's sand-covered plates with a dirty cloth, trying to bring about his polish again.

THREEPIO: Doomed, doomed I say. My circuits simply cannot handle all of this stress.

A crewman drops a tool and it clangs against the deckplates. Threepio jumps from his seat in reaction to the sudden noise.

THREEPIO: Did you hear that? We've struck an asteroid, or perhaps we've been sucked into a black hole and we're being smashed…

ANAKIN: Hold still.

Anakin is morose and quiet, otherwise. His thoughts are of his mother and it takes all of his energy to not break down.

THREEPIO: Holding still, sir.

The Jedi continues to buff the droid's finish.

EXTERIOR: SPACE – REPUBLIC CRUISER

The cruiser suddenly leaps into lightspeed, the stars pulling back into lines and then the ship is gone.

WIPE TO:

EXTERIOR: THEED PALACE – COURTYARD

The courtyard, usually adorned with flowers and vines is now empty because of the approaching cold season. An angry thunderstorm rages across the planes, showering the buildings.

INTERIOR: THEED PALACE – THE QUEEN'S QUARTERS

Queen Amidala is lying in a gigantic circular bed. Purple silk-drapes hang from the ceiling, encircling the bed. It is open on either side. Large long windows strive to reach for the ornate, rounded ceiling. Raindrops tap on the glass.

The Queen looks ill, her face is withdrawn and white, but not from make up. Her hair flows down over her shoulders; next to her bed is an elaborate headpiece and hundreds of hairpins. A deep velvet gown lies over a chair. She is sitting up against the back of the bed, her legs covered by several blankets. She is in a sleeping gown, made of the purest ivory, with lace and small sparkling gems.

Anakin Skywalker has his head buried against her stomach, while the Queen gently rubs his growing mat of hair.

Her eyes are red and moist from tears.

PADME: There was little that you could do, Annie.

ANAKIN: There was plenty I could do. But the council wouldn't let me.

Anakin peels his head away and sits on the edge of the bed. Padme sits up and holds him from behind.

ANAKIN: They called me selfish. They're the selfish ones, sitting on their perch, warm and well fed, while the galaxy suffers.

PADME: The council is very wise, Anakin. Perhaps there is wisdom in their waiting that we cannot see.

Padme removes her arms and lies back in bed; her forehead is wet from sweat. She places an arm across her stomach, feeling a sudden wave of nausea.

ANAKIN: Are you all right?

Padme watches the rain outside of her windows.

PADME: Just the flu I'm afraid. The change in weather always does this to me.

ANAKIN: You should learn to take it easy. You're far too busy.

PADME: I am the queen.

ANAKIN: Yes you are, but you're also a person too. You can only do so much Padme. You need to let your people do more of the work.

PADME: We prepare for war. I can do no less.

ANAKIN: (smiling) There's those sad eyes again.

Padme offers her own smile, but it is weak and not completely sincere.

PADME: The queen has much to feel sad about. More of her people are going to die. Her future husband is going off to war and she fears she may never see him again.

ANAKIN: You'll see me again. If the council can't keep me from seeing you, do you think a couple of clones can?

She smiles and then she brings her lips close to his.

PADME: Promise me you'll return.

ANAKIN: I promise. Oh, I almost forgot.

Anakin jumps up and runs over to the doors. He opens them and beckons to a shadowy form. The hallway is lined with foot soldiers, and as usual Captain Panaka is standing guard there. A golden protocol droid enters the chambers.

ANAKIN: You remember Threepio, don't you?

PADME: Annie, he's nearly finished!

THREEPIO: Greetings your Royal Highness. My facilities are at your disposal.

ANAKIN: I want you to have him. He can do a lot more than housework now. He can be your interpreter.

PADME: He really is wonderful Annie. Thankyou. He will be a good companion for Artoo.

THREEPIO: Artoo Detoo? Is he here? (Anakin pushes the droid out the door) It would be wonderful to see…

Anakin hits the door button, slamming the door in front on Threepio's face.

ANAKIN: At least he'll keep you company while I'm gone.

INTERIOR: THEED PALACE – THE QUEEN'S QUARTERS

Night passes, but the rain does not slow. It has become angrier, the palace corridors echo with the crash of thunder, and light up with the flash of lightening.

An incessant beeping wakes Anakin from his sleep as he realizes it is his communicator. He reaches over from Padme's bed and picks it up, thumbing it on at the same time.

ANAKIN: Yes master?

OBI-WAN: (filtered voice-over) The delegation from Alderaan has arrived, we are to greet them. Will the queen be up to meeting them as well?

Anakin looks over at the sleeping woman beside him.

ANAKIN: I'm not sure, I'll be there immediately.

Padme rolls over in the bed, looking at Anakin. A thin silky-white sheet is pulled up to her bare shoulders.

ANAKIN: Are you all right? You don't look well.

PADME: Well enough to meet the delegates.

ANAKIN: Tell me, what's wrong?

PADME: I am ill Anakin, it will pass.

ANAKIN: (pulling on his boots) Well I have to run, I'm already late.

PADME: Let me fix your braid first.

Padme begins to rethread the braid, trying to make it presentable.

ANAKIN: There's no time, Obi-Wan will be angry.

PADME: Very well. Tell them that I shall arrive in a few moments. (Into a communicator) Eirtae, could you come in here please?

Anakin is dressed and he races away from the bed at a full sprint.

PADME: (to Anakin) The Queen has not dismissed you.

Anakin comes to a sliding halt and then races right back to Padme and comes to a halt, kneeling on one knee before her bed.

ANAKIN: (with mock sorrow on his face) Forgive me, my queen. I shall not let it happen again.

Padme smiles and caresses Anakin's face. She stares into his eyes for a brief moment, as if memorizing them.

PADME: (smiling) Now you are dismissed.

Anakin races away again, passing the queen's handmaiden along the way.

INTERIOR: THEED PALACE – CORRIDOR

Anakin races through the corridor, trying to put his cloak on with one hand, while the other works at his pony-tail that has come completely undone.

He skids to a stop before the docking bay door, checking himself in the window. He should have had Padme fix his braid as she suggested.

The Jedi pushes the control button and the door slides open.

INTERIOR: THEED PALACE – HANGAR BAY

Kenobi is standing at a fair distance away from the Sullust Assault Cruiser, shaking hands with several people. Beside him is the dignified Mace Windu who introduces each member of the party to Obi-Wan. They are surrounded by a platoon of Naboo foot soldiers. In two large groups, there are Sullusts and Alderaanians ranked in file on either side of the ramp. At the rear of the chamber are a number of Corellians, dressed in different colored pants to separate their ranks (blue and brown, mostly), but all wear the familiar bloodstripes down the sides of their pants. Anakin is surprised to see a member of the council. The Jedi Knight races forward and steps next to his master.

No one mentions anything about Anakin being late.

MACE: Bail Organa, meet Obi-Wan Kenobi and his padawan learner Anakin Skywalker.

Kenobi and Anakin bow their heads to the Alderaan representative.

OBI-WAN: My deepest sympathies at the loss of your Governor.

BAIL: Bail Antilles was a great man, and our planet has become less enjoyable with his passing. I accept your sympathies with thanks, Obi-wan Kenobi.

MACE: And here comes the Queen Amidala of Naboo.

Padme arrives through another set of doors that Anakin had passed through. She is surrounded by her company of handmaidens, all dressed in their familiar cobalt-blue robes, head covered by a hood. Captain Panaka leads the way with a few guards.

The Queen is dressed in the same outfit that Anakin saw laying across a chair in her chambers. This surprises him, since the Queen never wears the same clothes twice. Her makeup is done up, but Anakin can see how sick she is, if no one else could. Her dress is burgundy and slim right down to her ankles. Over this she wears a white topcoat without sleeves that has several spiraling designs over it.

And there is something more, he can sense a terrible heat emanating from her body, she radiates sickness, and yet there is liveliness to her all the same.

PADME: It is good to see you again, Bail Organa. It has been too long since we last saw each other.

BAIL: It has been far too long.

Anakin is outwardly uncomfortable. Bail Organa is roughly ten years older than Obi-Wan, and handsome as well. He had no idea that the Queen knew him so well.

PADME: I wish to extend my people's sadness at the death of your friend.

BAIL: Thankyou, your highness. It certainly is a tragedy. Antilles was just made a father only weeks ago, did you know that? A beautiful little boy.

PADME: I did not; my heart grieves for the son of Antilles. I pray that he will be as great a man as his father.

BAIL: I shall pass on your prayers, highness. But let our sorrows wait for the time being. We should gather the leaders of the armies and discuss our plans.

PADME: Of course. I have prepared a private hall for this matter.

BAIL: Again your thanks, highness. But I must ask, how is the Naboo to join in battle? Your beautiful planet is as peaceful as mine is.

PANAKA: Our government has been building a stronger army, Viceroy. Although we are still at peace, the Trade Federation taught us a lesson over ten years ago. We have learnt from out past mistakes, and don't intend to make them again.

Anakin is seething within his cloak, not feeling Obi-Wan's eyes watching him with great interest. The congregation moves from the hangar bay.

WIPE TO:

EXTERIOR: SPACE - MANDALORE

Thousands of ships race through space, above the Mandalore homeworld. There are dozens of groups, each led by two capital warships, and surrounded by hundreds of fighters. Each group also has several Trade Federation Drop Ships. The foremost group splits away from the others and disappears into hyperspace. Another group pointed in the opposite direction of the last blasts away as well. One by one, entire fleets disappear, all heading for separate directions, leaving the planet completely alone.

EXTERIOR: SPACE: SULLUST

The first fleet arrives, hovering just beyond Sullust's defense systems.

EXTERIOR: SPACE: CHANDRILA

Another fleet leaps from hyperspace above the green-blue world of Chandrila

EXTERIOR: SPACE: DANTOOINE

The Mandalore fleet has already begun to move forward

EXTERIOR: SPACE: ALDERAAN

Alderaan is already being laid waste by the capital ships. The drop ships have already landed, spewing forth wave after wave of Mandalore's.

EXTERIOR: NABOO SWAMPS – SHORELINE

The Gungans are all gathered at the edge of swamp, some are on their kaddu, others are working on a giant pump that is working on draining the city below the surface of the water. Huge tubes, large enough to stand in are attached to the pump; the tubes are made from some sort of water-based creature's limbs. The pump is spewing the water back into the lake.

Boss Nass is passing orders along to his council.

Jar Jar is hiding behind a tree, watching all of the work trying to work up some courage, and desperately tries to not touch anything. The newly anointed General Tarpals walks up from behind.

TARPALS: Yousa there! Backa to work!

JAR JAR: Okeyday, General Tarpalth!

Jar Jar makes to leave and then is stopped.

TARPALS: Jar Jar? Jar Jar Binks? Whysa you return? Da bosses will killa yous.

JAR JAR: Ah huh.

TARPALS: Whysa you return?

JAR JAR: Bombad army ith too big. Metha friendth wanta help. Da Naboo hep too!

TARPALS: Bombad army cloones? Big Bosses notta listen to Jar Jar. Big Bosses very angry at yousa.

JAR JAR: Youtha could thpeck to them!

Tarpals is clearly agitated at Jar Jar and waves his hands in the air.

TARPALS: Nosa waysa, Jar Jar!

NASS: (from a short distance away) Yousa derrrrrrre!

JAR JAR: Oh oh!

Jar Jar jumps behind a large tree trunk, leaving Captain Tarpals alone.

TARPALS: Hail your honor!

NASS: Whosa yousa specking too?

Tarpals looks around and doesn't see Jar Jar. He gulps and looks back at Nass.

TARPALS: Mesa…uh…specking tosa the scouts! Nasty cloone army approaches bigga Republica.

NASS: Bigga Republica be fighteen?

Tarpals looks behind him and spys Jar Jar's head sticking out. Jar Jar is nodding his head furiously, and then gives the captain a thumbs up.

TARPALS: Da Naboo gathers dere army.

NASS: Da Naboo! Wesa shall helpa dem too.

Nass walks away, motioning to the other Bosses and to begin preparation of the army.

TARPALS: Now what, Jar Jar? Yousa cannot be seen.

Tarpals thinks for a moment and then snaps his fingers.

TARPALS: (continuing) Waita here.

INTERIOR: THEED PALACE – HALLWAY

R2-D2 is tending to Threepio's leg. The astromech droid has a thin sheet of silver metal and is attempting to weld it into place onto the protocol droids leg.

THREEPIO: Where did you get that?

R2 beeps.

THREEPIO: What do you mean you 'found it.' Found it where?

R2 is standing against a wall, where he is hiding the very place he pulled the metal off. Behind him is a security console, that is now missing it's outer covering. The gaping hole shows all sorts of wires and circuit boards.

THREEPIO: Well I'm not wearing that. It is bad enough I had to work without coverings, not to mention the amount of sand in my parts, but I will simply not be a mismatched piece of equipment.

A noise from the adjacent chamber distracts the protocol droid, allowing R2 the opportunity to begin welding the piece on.

THREEPIO: We're already late to meet with the Queen. My first royal commission and you are going to make me late for it! R2-D2, I told you I was not going to be covered with a second rate piece of metal!

R2 gives Threepio a raspberry and continues welding.

INTERIOR: NABOO – THE GREAT HALL

The great hall is the largest and most ornate place on Naboo, even with the gathered army, the place still dwarfs those gathered.

ROON: (blue hologram) We require our ships back! The Mandalore's are attacking! We are defenseless.

BAIL: Of course, your lordship. If the clones are attacking, then the attack on the homeworld must be delayed.

C-3PO, now completed has arrived and is standing by R2 who is plugged into a communications console, he is whistling wildly.

THREEPIO: Mistress Amidala! I'm afraid the news is far graver. Several star systems are under attack. So far we have fifty-three separate reports of such attacks and the numbers are still rising.

PANAKA: The Mandalore's have moved before us.

BAIL: The Republic is not prepared for this, they will be divided.

Mace Windu steps forward and orders the R2 unit to patch him through to the Jedi Council.

Ki-Adi-Mundi's face appears.

KI-ADI-MUNDI: (image onscreen) We are too aware of the attacks, Master Windu. You are to make all haste to Sullust help in their defense.

MACE: And what of the other systems?

Ki-Adi-Mundi looks to someone off screen, uncertain with his own response.

KI-ADI-MUNDI: The entire order is now involved. We have been sending team after team to the surrounding systems. The senate is furious. You must leave now, if we are to have any hope at all.

Windu walks away from the two droids to confer with Organa and Kenobi.

MACE: The Council has been split.

OBI-WAN: Then we are at war?

MACE: It would appear so, and without the senate's permission. (To Roon Crier, who is still complaining). Your lordship, our army is on its way to assist you.

ROON: We shall pray that you arrive in time, Master Jedi.

BAIL: All right, let's move.

The Sullust and Alderaanian army rush out of the hall, led by Organa, Windu and Kenobi. Anakin remains behind, holding the queen's hand.

ANAKIN: I didn't expect we'd be parting so quickly.

PADME: Nor did I, Annie.

She kisses him quickly on the cheek and places something in his hand. Anakin opens his fist and sees that she has placed the japor snippet into it.

PADME: It has brought me great warmth during the coldest of times.

ANAKIN: I'll be back before you know it. And then nothing will come between us again.

Anakin disappears from the hall in blur of motion, leaving the queen behind who absently rubs her belly.

INTERIOR: CORUSCANT – THE SENATE

The senate is in a furious uproar at the new developments. Hundreds of senate hoverboxes are empty, their delegates returned to their respective homeworlds for the war. Supreme Chancellor Palpatine sits confidently on a chair, surrounded by his black senate guards. His aide, Sate Pestage has replaced Mas Amedda, and is calling for order.

A Corellian delegate glides forward with their protest.

CORELLIAN: This is preposterous, Chancellor! We must bring Mandalore to justice!

The Trandoshan's appear next.

TRANDOSHAN: We agree with Corellia! The Republic is crumbling!

Palpatine pretends to listen to the senators and then stands, raising his hand to silence the arguments.

PALPATINE: It seems that the senate has finally agreed to be involved. And those who have opposed our involvement from the beginning are not present for this session. The order of the Jedi Knights have already been dispatched, albeit without our permission. But they are far wiser than we are.

But if the Republic is to be involved, the senate must not be bogged down with useless prattling. That is why I am declaring a state of martial law throughout the galaxy.

A collective gasp is heard throughout the chamber.

PALPATINE: (continuing) Any system found providing aid to the Mandalore's will be severely dealt with.

Another alien appears, a Riordan.

RIORDAN: How can this be? Not even the Supreme Chancellor has that kind of power.

Palpatine smiles.

PALPATINE: Perhaps not the Supreme Chancellor. I am declaring an end to that outdated office. During the course of this action, this body will recognize me as Emperor.

Another outburst from the delegates. From one of the senate boxes, debris is thrown in the direction of the newly ordained Emperor.

PALPATINE: (whispers to Sate Pestage) Arrest them.

The Emperor continues to talk as Sate Pestage leads a small band of Senate Guards to the box responsible for throwing the debris. Palpatine sits back down, arms resting on his chair with a satisfied smile on his face.

PALPATINE: (continuing) This body will convene in the usual matter, but when it comes to the benefit of the Republic, I shall have final say.

The Senate Guards enter the box, and begin pulling three Calamari away, despite their angry protests.

WIPE TO:

EXTERIOR: SPACE – SULLUST

The gathered forces arrive from hyperspace above the planet. There are Corellian Corvettes, Naboo fighters, Republic drop ships and dozens of other craft. The drop ships begin to descend, while the other larger ships begin to engage the waiting Mandalore Battle Cruisers.

Just then a sleek silver Nubian craft appears, directly in the center of the battle. The ship veers left and then right to avoid exploding flak around them.

INTERIOR: NUBIAN SHIP – COCKPIT

The ship is being driven by two Gungan warriors who are obviously still trying to understand all of the controls to the ship.

GUNGAN: Mesa told you wesa shoulda had Naboo pilots!

INTERIOR: NUBIAN SHIP – DROID MAINTENANCE HOLD

Captain Tarpals and Jar Jar Binks are hiding in the hold. Tarpals is holding a purple uniform and mask the same color as his, and he is trying to dress Jar Jar who won't stop fidgeting.

TARPALS: Hold still Jar Jar!

JAR JAR: But metha don't like mathkth.

TARPALS: If yousa want to help your friendsa, yousa must be disguised.

Tarpals manages to get the mask over Jar Jar's face. Clearly the uniform and mask is two sizes too big for Binks, as it hangs loosely over his face and body.

TARPALS: There. Now yousa just like me. Yousa be called Captain Chaykin!

EXTERIOR: SPACE – SULLUST

The Nubian fighter screams past the war ships and makes for the surface of the volcanic planet.

EXTERIOR: SULLUST – VOLCANIC PLAINS

Wide rocky plain stretches to the horizon, bordered by two rows of twin mountains, which lead to the Sullust City. Everything is quiet, as the Jedi army moves forward, and then that silence is suddenly broken as the Nubian fighter comes screaming into the atmosphere. The ship rockets just over the heads of the advancing army, causing the weak hearted to jump to the ground. The ship begins to spiral as if hit from attack, but there is no smoke. The pilots are unable to regain control of the ship as it comes to a bone-shattering crash along the volcanic plains. Lava bubbles and spits from all sides of the newly created impact crater.

The ship has landed only a few meters away from the Mandalore army that has regrouped outside of the burning Sullust city. Smoke begins to fill the canyon, as the Gungans hurriedly exit their burning ship.

Wooden carts are pulled away from the ship, full of blue energy spheres that have purple veins running through it.

TARPALS: Oh, da Queen will be very bombad about dis!

When the smoke clears the Gungan army finds themselves surrounded by the Mandalore army. And then they open fire on the Gungan army.

The Jedi army moves forward, the smoke is beginning to clear and they can see laser blasts flashing up ahead. The blue spheres are catapulted into the attacking army, disrupting the armies' weapons, but the soldiers have other weapons.

Simultaneously the Jedi army activates their lightsabers. Two hundred energy blades erupt in a powerful hum of green, blue and purple. They are all dressed in black garbs, their traditional military battle garb.

The surrounding infantry are on foot, some on speeders and hovercrafts. Obi-Wan and Anakin lead two dozen of their fellow knights, Anakin is racing along on his speeder bike, blue lightsaber blazing.

The Mandalore's, intent with the Gungans, are taken by surprise by the advancing Jedi. Some of the Jedi leap into the air, to come crashing down upon their enemies. Others are force-thrown into the rivers of lava, while still more find themselves just standing there, their thoughts no longer their own. Large portions of the clones are struck down from the intensity of the Jedi's attack.

In the center of the city, are the troop transports and hover canons. The allied army of Sullusts, Corellians and Naboo move past the battlefield, preparing to set up their own defense systems against the Mandalore troop transports, and to rescue as many of the Sullusts that they can.

But the Mandalore's quickly recover and the tide begins to turn. They fire all of their weapons at the advancing Jedi, which can no longer advance, but hold their ground against the onslaught. Their sabers deflect numerous blasts, while some of the more adapt masters' use the power of the force to deflect the missiles harmlessly out of the way.

Captain Tarpals and his team are cornered up against the side of the canyon, with the Mandalore's blocking their only escape route.

BAIL: We can't remain in the open much longer, we have to press our attack, if we're going to maintain our hold on the area.

A Gungan suddenly appears from the worst of the battle, running right up next to Kenobi. The creature's uniform is baggy and clearly too big for this Gungan.

JAR JAR: Hep me, hep me!

OBI-WAN: Jar Jar? Is that you?

BAIL: General Kenobi? Take your team and cover the left flanks, those Gungans have cornered themselves.

OBI-WAN: Yes sir. Come on Jar Jar.

Jar Jar puts his hands before him, trying to shush the Jedi.

JAR JAR: No, no, metha Captain Chaykin. Whotha dith Jar Jar?

OBI-WAN: Whatever, 'Captain'. This certainly wasn't a wise choice, crashing down into the midst of battle.

JAR JAR: Wetha Gungan don't fly tho much.

Anakin pulls by on his speeder and pulls the Gungan onto it, in front of his chest.

ANAKIN: Why are you here?

JAR JAR: Annie hep metha people. Metha people hep Annie!

ANAKIN: The Jedi thankyou Jar Jar, and your people. But if we don't hurry, there won't be much of your people left.

EXTERIOR: SPACE – SULLUST

The Mandalore navy is occupied with the numerous Naboo starfighters and Corellian Blockade Runners.

INTERIOR: MANDALORE CRUISER – BRIDGE

Boba Fett is cursing the attack, as unexpected it is. Beside him is a general carrying out his orders.

GENERAL: Our forces are meeting unexpected resistance on the surface, Commander

FETT: It's not the ground forces I am worried about.

Fett's cruiser rocks from a furious attack of Blockade Runners.

INTERIOR: CORUSCANT – JEDI TEMPLE GARDENS

Ki-Adi-Mundi and Yoda are alone in the gardens, the temple is silent with most of the Jedi's dispatched. They are the last two remaining council members on Coruscant; the others have gone to different planets to lend their wisdom to the war.

YODA: Survive, the Republic will not.

KI-ADI-MUNDI: The chancellor has declared martial law to deal with the problem.

YODA: And declared himself Emperor, he has. This one, Palpatine, is dangerous.

Darth Sidious appears from behind the gigantic tree, sneering at the two remaining Jedi.

SIDIOUS: No more than I.

The two Jedi Masters turn around to face the intruder.

KI-ADI-MUNDI: A Sith Lord, here?

YODA: Always with us, this one has been.

Sidious smiles at the little green creature.

SIDIOUS: Finally you begin to see, Master Yoda. But only because I have allowed such sight.

YODA: Hide behind shadows, you do. Afraid to show yourself, I think.

SIDIOUS: Nonsense. I fear no one.

With that, the Sith Lord removes his hood, to reveal the kindly face of Emperor Palpatine, although the face is no longer warm and soft, but twisted and evil.

KI-ADI-MUNDI: How is it, you could hide from us?

SIDIOUS: The dark side is strong, Masters. (Speaking to Yoda) Stronger than even you. And with that power I shall rule the Republic. And the Jedi will bow before me.

KI-ADI-MUNDI: The Jedi will never bow to you.

SIDIOUS: The Jedi will serve me and my Empire.

The Sith Lord raises his arms, hands like claws stretch out before him, releasing an angry barrage of Force Lightning.

Ki-Adi-Mundi ignites a purple-bladed lightsaber, while Yoda merely stands with his right palm facing outwards.

The lightning strikes the two Jedi; Yoda is able to deflect it with his hand with relative ease. Mundi is struck by a few stray strands and stumbles back. Mundi recovers and force throws his lightsaber at his attacker. While Sidious side steps the blow, Mundi races forward and force shoves the Dark Lord.

Yoda's eyes have closed; his fingers are caressing the air. While Mundi occupies Sidious, the great tree suddenly comes alive, branches reach out to grab the Sith.

Sidious laughs and rips apart the tree's branches by sheer force of will. Mundi is hit by another round of lightning and falls to the ground. Yoda is thrown backwards, and slams into the wall, losing his cane. Blood trickles from his nose.

EXTERIOR: SULLUST – VOLCANIC PLAINS

The ground erupts around the Jedi from the Mandalore's missiles. Geysers of lava spew into the air, spraying the surrounding Jedi.

The Jedi race forward in a blur of motion and are in the midst of the Mandalore's before they can react. Their colorful sabers cut hordes and hordes of them down. Obi-Wan is cutting through a dozen warriors when he is suddenly struck across the forehead from a nearby explosion. He is thrown from his feet, and looses his lightsaber. Kenobi quickly recovers and is able to twist in the air and land on his feet, but he cannot spot the hilt of his saber.

Five Mandalore's race forward, firing their wrist blasters at Kenobi.

Anakin comes swooping through on his speeder and throws Kenobi his own lightsaber.

ANAKIN: Master!

Kenobi catches the hilt and activates the blade and deflects the oncoming laser blasts. Jar Jar reaches into a brown leather pouch he has slung over his shoulder. He is still sitting between Anakin's legs as the Jedi veers the vehicle into the midst of the battle. The Gungan produces a green glowing, hand-sized sphere and lobs it at the Mandalore's.

The ball impacts against the ground and suddenly erupts, throwing into the air, what appears to be swamp water. The brown-green water sprays across the infantry and reacts violently like acid. The armor begins to corrode, as the clones try to remove the burning pieces of armor before it reaches their skin.

Some of them are too late and fall to the ground, writhing in pain.

A cheer erupts from the Gungans as a hole appears for them to escape to and join the fighting ranks.

Meanwhile, Obi-Wan has found his lightsaber and ignites it, he races after the speeder bike, and throws Anakin's saber back to him.

ANAKIN: All right Jar Jar, this is where you get off.

Anakin watches as the Gungan slips off of his bike, amazed at the lack of clumsiness in the Gungan. A far cry from his first encounter with him. Several meters away, is a group of Mandalore's marching toward them.

Anakin revs the engine of his speeder and races forward.

Within seconds he reaches the new ranks. While one hand steers the bike, the other works furiously, as Mandalore's are cut down. With his mind he throws others to the ground. All around him, blue and green spheres are exploding, spewing acid and destroying mechanical devices.

Kenobi leads his charge of knights into the battle, but his head is still ringing from the blast, his reflexes are slow. He is amazed, as are the other Jedi with Anakin's sudden speed and ability to split his attention is so many ways.

EXTERIOR: SULLUST – VOLCANIC CITY

The troop transports ignore the advancing allied armies and slowly move toward the Jedi. The outer infantry cells are empty, as well as the inner cargo holds. A glass casing envelops the cells and then suddenly they are filled with Mandalore clones. The cells are actually cloning cylinders. Their databanks and storage supply hold enough memory and supplies to fuel a limitless amount of clones.

INTERIOR: SULLUST – MANDALORE CARGO HOLD

Inside the troop transports, there are several rows of identical cylinders. They are immediately filled with clones. The clones rush out of the hold to join the battle. Before they even exit the hold, the cylinders are full with clones once more.

EXTERIOR: SULLUST – VOLCANIC PLAINS

ANAKIN: Over there, look!

Kenobi has finished slicing five clones in half and turns just in time to see an endless wave of clones marching toward them.

OBI-WAN: Where are they coming from? (Thumbs on his communicator) Commander? The Mandalores are launching a fresh wave of clones your way.

Bail Organa is standing beneath the shadow of a drop ship, next to him is Mace Windu who is surrounded by a dozen Jedi.

BAIL: (into a communicator) They must have a cloning facility nearby, we must disable it before we are outnumbered.

So far, none of the Jedi has fallen, but with the approaching numbers even they are unsure.

EXTERIOR: SULLUST – SPACE

The Corellian ships are still driving back the Mandalore forces. Ric Ollie leads a full squadron of Naboo fighters against the Mandalore stingray-like ships, when a familiar voice enters his COM. A sleek Nubian fighter enters the battle.

PADME: (voice-over) You look like you could use a hand, Bravo Leader.

RIC: Your highness, you shouldn't be here!

PADME: My place is with my people, Bravo Leader.

INTERIOR: THE QUEEN'S SHIP – BRIDGE

Captain Panaka stands next to the Queen, along with R2 and 3PO.

PANAKA: Bravo Leader, we've received a new batch of signals. There is a large armada advancing this way. Can you patch us through to the Corellian's frequency? We're going to need more firepower.

RIC: (voice over) I'll see what I can do.

EXTERIOR: SULLUST – SPACE

In the distance the familiar looking Trade federation warships arrive from deep space, ships that now belong to the Republic. For a moment, the Queen is happy to see their arrival, and then the Republic army opens fire on them instead of the Mandalores.

Droid ships are released from the docking bays in giant waves. There are new ships too, mainly a cockpit with two panels on either side, early prototypes of TIE fighters.

EXTERIOR: NABOO – SPACE

The peaceful planet of Naboo sits silently in space, most of their forces are busy elsewhere with fighting, while the last Mandalore army arrives at their destination. Now the army moves forward and attacks.

INTERIOR: CORUSCANT – JEDI TEMPLE GARDENS

SIDIOUS: It is futile to resist, soon the Mandalore army will have crushed all resistance, opening the way for a new Empire.

Ki-Adi-Mundi is standing again, his lightsaber is in his hand, but it is deactivated. Clearly the weapon of the Jedi is useless against this Sith Lord.

KI-ADI-MUNDI: The senate will not allow this, and neither will the Jedi.

Sidious seems to ponder this moment; his eyes have glazed over as though looking into the future.

SIDIOUS: The Jedi are being slaughtered. They are no match for the Dark Side

Yoda is able to stand, one hand resting on the wall, he is winded, but determined to fight on.

YODA: Defeated the Sith, the Jedi have. Do so, again we will.

Standing on both feet now, Yoda laces his fingers together before him, his head bows as though praying. A bright white light appears - a globe of light hovering at his chest. Mundi closes his eyes as well, putting his own strength into Yoda's. Slowly the light glows more brightly, and then begins to expand, until the entire garden is filled with the living light.

Sidious fires his Force lightning, sweeping the entire area to ward off the advancing light, and then he too is swallowed by it.

When the light finally fades away, the Emperor stands alone with no trace of the Jedi.

SIDIOUS: No matter, Master Jedi's. You too shall fall.

EXTERIOR: SULLUST – VOLCANIC PLAINS

ANAKIN: Well we're in the thick of it now.

His lightsaber flashes as it impossibly deflects a few dozen laser blasts. A river of lava rages between him and his attackers. The sky is full of flying Mandalore's with jetpacks. Missiles are flying wildly, while the Jedi army continues to fight on.

OBI-WAN: Anakin! Help the Gungans!

Anakin turns and sees that there are several Gungans attacking the first Infantry Troop Transport. The creatures have climbed all over the hovercraft, throwing their blue spheres into the cell pockets, will the others try to find a way inside of the craft. Jar Jar is on top of the craft, wrestling with a Mandalore. Jar Jar has pulled his hood off revealing a gash across his bill.

Anakin is indecisive for a moment. He can see Kenobi leading what is left of his Jedi back toward the drop ships, trying to come in behind the already passing Mandalore army. His place should be by his master's side.

And then there is Jar Jar. If it weren't for him, Anakin may have brought harm to his master back on Tatooine. Anakin looks at the top of the transport. The Gungan and the Mandalore continue to wrestle atop of the craft, neither seeing the roof quad blasters swiveling in their direction.

Anakin makes his decision and brings his speeder to a halt next to the tall transport. Without hesitating, he force-leaps onto the top of the transport. He lands on the metal with relative ease, grasping the blue-blade lightsaber with one hand.

ANAKIN: (screaming) Jar Jar!

The quad blasters open fire; the Mandalore gunner is not too concerned with the loss of one man, with their cloning capabilities. Anakin leaps forward, trying to block the incoming blaster fire.

But he is too late.

Jar Jar, arms locked together with the Mandalore is struck, sending the two over the edge of the transport.

ANAKIN: Noooooo!

The Jedi races over to the edge of the deck, in time to see Jar Jar Binks land with a bone-shattering crunch. While he stands there watching, the gunner opens fire on the Jedi. Absently, Anakin deflects the bolts with his saber, never taking his eyes away from the Gungan. Angry, Anakin reaches out with his right hand, fingers outstretched. And then he slowly closes them into a fist. The gunner has stopped firing and now clutches at his throat; an invisible hand has clamped down on it. Uttering a final cry, the gunner falls over dead.

Anakin's eyes blaze with anger as he rushes to the front of the transport, to the glass shield protecting the cockpit. The Jedi rips the glass shield away with the wave of is arm. The four Mandalore pilots reach for their weapons, but the Jedi has already slipped inside and destroys everyone and everything inside.

The Transport begins to rumble and shake, but Anakin has already jumped out of the machine.

INTERIOR: SULLUST – DROP SHIP

A large fireball erupts and spews forth into the sky. Mace Windu can make out the form of a Troop Transport erupting into flame. He can feel the anger of Obi-Wan's apprentice, but there is little anyone can do about that right now.

EXTERIOR: SULLUST – VOLCANIC PLAINS

Jar Jar Binks lies in small puddle of lava, his clothes have caught fire, his eyes are half-closed. Anakin Skywalker walks up to the Gungan and pulls him out of the fire.

ANAKIN: Jar Jar? Jar Jar? Speak to me. Say something, please.

Jar Jar offers a weak smile to the Jedi, his tongue hangs between his two missing front teeth.

JAR JAR: Metha…tho…clumthy.

ANAKIN: No Jar Jar, you're not clumsy. You're a hero, and a true friend.

JAR JAR: (smiling) Metha go now, Annie.

The Gungan wipes away Anakin's tears, smearing some of his blood across his cheeks.

JAR JAR: Dah Godth speck to me.

ANAKIN: No, no, no.

Anakin remains hugging his friend, while the war rages around them.

EXTERIOR: SULLUST – SPACE

The traitor Republic ships quickly dispatch the Blockade Runners and the Naboo fighters. The queen watches in horror as Bravo leader and his squad are destroyed.

PANAKA: Those new ships are piloted by humans, not droids. Even if we manage to disable the control ship, we don't have enough fighters to match those other ships.

PADME: Contact Governor Bibble, order the rest of our fleet to join in battle.

THREEPIO: Mistress Amidala, I'm afraid we've been unable to reach Naboo on any of the frequencies.

PANAKA: Are they jamming us?

R2 warbles something.

THREEPIO: No sir, we are only receiving a clear signal, but no one answers. R2 has also tried to raise the Gungans, but has met with the same result.

The Queen can only return Panaka's worried stare.

EXTERIOR: SULLUST – VOLCANIC PLAINS

A thick cloud of smoke envelopes the plains as fires burn uncontrollably, but through the fire, Anakin appears, riding his speeder bike.

ANAKIN: Master! Master, where are you!

Anakin turns his speeder bike and sees that Kenobi is being forced back by the Mandalore army. Several Jedi lay on the ground, their lightsabers no longer glowing.

ANAKIN: Obi-Wan!

The Jedi opens the throttle on his speeder bike and races forward, his lightsaber flashes, cutting down the clones on one side of him and then the other. He can see Kenobi clearer now, his forehead is cut and bleeding, and he teeters dangerously close to the edge of the lava river. A missile suddenly goes off near the Jedi Master, the concussion of which sends the Jedi backward.

ANAKIN: No!

The bike races forward Anakin leans over and grabs the stunned Kenobi by the collar before he can land in the bubbling red river. Anakin brings the bike to a halt and drops Kenobi to the blackened ground.

The Mandalore's are still marching forward, preparing to launch their back missiles.

Anakin revs the engine several times and springs forward. Seconds before reaching the infantry, the Jedi leaps from his speeder and somersaults over his attackers, meanwhile igniting his lightsaber. The speeder bike crashes into the foremost of the Mandalore's while Anakin lands, swinging the blue blade in an arc, cutting down the remaining group.

ANAKIN: Master!

OBI-WAN: I'm all right. Thanks to you.

ANAKIN: You're bleeding.

OBI-WAN: Nothing serious.

The battle continues to rage, more Jedi fall to the ground, while the troop transports continue to release wave after wave of Mandalore's. The sky is choked with the flying clones as they fire down at the Jedi's causing more confusion.

OBI-WAN: The battle does not go well. We have waited too long.

INTERIOR: DROP SHIP – MAIN HOLD.

Mace Windu and Bail Organa are seeing to the injured. A mish-mash of Jedi's and aliens climb aboard the drop ship, heads held low. The injured are forced to climb aboard upon their own volition. Those that cannot walk are being carried by several different colored protocol droids.

Anakin appears, with Obi-Wan leaning on him for support.

BAIL: We're outnumbered, and not even the Jedi can withstand their numbers.

MACE: Our only option is to retreat.

ANAKIN: Retreat? But what of the Sullusts? They'll be enslaved.

MACE: If we stay, than the Jedi will be destroyed and the galaxy will be defenseless.

ANAKIN: But we can't just leave them to their fate.

MACE: We must. We shall return to Coruscant, together with the Senate we shall decide where to go from there.

EXTERIOR: CORUSCANT – LANDING PLATFORM

Yoda, along with Ki-Adi-Mundi and a handful of forlorn Jedi slowly board a shuttlecraft.

KI-ADI-MUNDI: We are in exile now.

Yoda nods.

KI-ADI-MUNDI: Are we to return to Whills?

YODA: Offer us sanctuary, the Whills shall. The Emperor knows not its location. Dark times these are. Worse it shall become.

EXTERIOR: SPACE – CORUSCANT

The shuttle veers away from the city planet with all haste, it's destination the mysterious planet of the Whills.

EXTERIOR: SULLUST – VOLCANIC PLAINS

The Jedi retreat, the drop ships are in view. The Mandalore's chase them incessantly, firing every bit of firepower they have. The plains erupt in explosions, sending more gusts of lava onto the Jedi. The missiles succeed in dividing the group. The smaller groups of Jedi are overcome first, by sheer numbers.

Other groups break away, not from panic, but with determination to stay and fight.

ANAKIN: Then leave. I will not disgrace the memory of my friend.

OBI-WAN: Anakin! We must retreat!

ANAKIN: Never!

OBI-WAN: You can't bring Jar Jar back!

Anakin races away from the drop ship, desperate to help a smaller group of Jedi that has been cut off from the rest. Kenobi makes to go after his apprentice.

Windu comes up behind Kenobi and gently takes him by the arm.

MACE: Do wish to end up like your brothers?

He motions to the scattered bodies that lie across the battlefield. Some of the bodies erupt into flame as the lava river sweeps them away. They watch as Anakin spins, lightsaber flashing; the drop ship has already finished powering up and prepares for lift off.

OBI-WAN: But we can't leave the others. I say we stay and fight.

But before Kenobi can move, his decision is made for him.

A missile explodes directly in front of Anakin, sending the Jedi flying backwards, his lightsaber still in his hand. The japor snippet goes flying and lands, wedged between to volcanic rocks.

OBI-WAN: NO!

Anakin is not moving as the Mandalore's move in, firing at Kenobi and Windu.

Obi-Wan waves his hand, sending a dozen of the clones flying backwards. His other hand has activated his saber once more as he stands, prepared to fight.

MACE: It's too late! You can't save him now!

Kenobi sees something that no one else can. Kneeling above Anakin is the ghost of Qui-Gon Jinn. His ghostly hand caresses Annie's forehead. Qui-Gon looks up at that moment, staring directly at Obi-Wan. Although the ghost is too far away to hear, the voice appears inside Kenobi's head.

QUI-GON: (voice-over) Don't waste your life needlessly, Obi-Wan. Run. Now.

Kenobi nods and deactivates his lightsaber and races aboard the drop ship, leaving his padawan behind.

EXTERIOR: SPACE – SULLUST

The drop ships reach the remainder of the navy, and the army retreats together, along with the Queen's ship.

EXTERIOR: SULLUST - VOLCANIC CITY

The Mandalore army marches through the brown/black rock buildings of Sullust, fires burning everywhere. Hordes of Sullusts are lined up, arms held to the back of their heads as they are marched into slave ships.

All across the galaxy, the same happens, the grass plains of Chandrila, the lush forests of Dantooine, the wide-open expanses of Alderaan. And of course Naboo.

Boba Fett makes his way through the bloody battlefield, not all of the Jedi on the ground are dead, but they are taken as prisoners. But the Mandalore is searching for something specific, and when he reaches it he talks into a wrist communicator.

FETT: We have him.

SIDIOUS: (filtered voice-over) Again you have done well. This one you will bring before me.

FETT: As you wish.

Boba Fett motions to the Mandalore salvage droids to take care of the body. The Mandalore walks away, not noticing the breaking of the japor snippet beneath his boot.

WIPE TO:

EXTERIOR: SPACE – WHILLS

The mysterious planet known as the Whills sits quietly in space, with no traffic surrounding it whatsoever. The Jedi have used this secret location for years, sometimes to send their padawans for training, or to retreat to for sabbaticals. The atmosphere is thick with white billowing clouds, impossible to navigate with modern technology.

Below lies the planet, full of mists and strange sounds. The ground is hard and rocky. Very little vegetation can be seen through the swirling mists.

INTERIOR: WHILLS – JEDI TEMPLE

The Jedi Temple is tall and made mostly of thick green-filtered glass.

The Queen is wearing a different dress, black with a veil covering her features. Her handmaidens attend to her, trying to comfort her. Mace Windu stands before her, head bowed. At the rear of the chamber is a haphazard mixture of Jedi's. Of the Council, only five remain, Yoda, Mace Windu, Ki-Adi-Mundi, the female, Adi Gallia, and Depa Billaba.

No words are spoken, for none are needed. Anakin Skywalker did not return with the Jedi army.

R2-D2 gives a sad sob, while Threepio rests a comforting hand on the droid's dome.

PADME: And master Kenobi?

MACE: Obi-Wan has returned. He would have reported the loss himself, were it not for his tremendous grief.

PADME: I thank you for your consideration, Master Windu. The galaxy grieves at the loss of your Jedi as well.

A single tear slides down the queen's face. Panaka has never seen her like this.

EXTERIOR: WHILLS – INNER CHAMBERS

Obi-Wan Kenobi stands alone, kneeling in the center of the circular pattern of tiles. He studies his reflection in the tile; he is deep in thought.

OBI-WAN: Master Qui-Gon? What is to become of us now? The Jedi are in exile and the Republic, whom we have been charged to protect, is in ruin. I have failed you, just as I have feared.

Qui-Gon Jinn does not answer.

OBI-WAN: Master? Why have you forsaken me in this darkest hour? Please speak to me.

But the chamber remains coldly silent.

EXTERIOR: CORUSCANT – SPACE

The Mandalore cruiser has arrived in orbit. A large shuttle jettisons from the cruiser and makes its way to the surface. The cruiser shuttles are the same make as the Slave 1, but gleaming with a fresh coat of paint, and no offensive weaponry.

INTERIOR: CORUSCANT – THE EMPEROR'S THRONE ROOM

The throne room is a single giant spire, like a finger pointing to the heavens, overlooking the Jedi Temple. The regular nighttime traffic passes back and forth.

The Emperor has installed a black throne in the center of the room. Emperor Palpatine (he has now discarded his Senate Robes, and is henceforth seen in his black cloak) sits with an expecting smile.

The doors to the chambers open, six black garbed senate guards appear, surrounding the battered, but very much alive Anakin Skywalker.

Anakin's face is bruised and bloody, a fire glows in his eyes, his face is flushed with anger. He is still dressed in the black military garb, although it is now torn and dirtied.

EMPEROR: Greetings young Skywalker.

Anakin bows to the man he knows as Palpatine.

EMPEROR: How do you feel?

ANAKIN: Confused, sore.

EMPEROR: Confused? How so?

ANAKIN: Why am I here? Why can't I speak with the Jedi Council?

The Emperor smiles and waves his guards away.

EMPEROR: You are here because I have saved you. As for the Jedi, no one is stopping you from making contact with them.

The Emperor offers a communicator to Anakin. As the Jedi reaches for it, the Emperor pulls it away.

EMPEROR: Before you do, surely you must be wondering why they left you behind?

ANAKIN: They didn't want to stay and fight.

EMPEROR: Yes, foolish of them. They are Jedi, they would have won. But why did they leave you after you were injured?

Anakin has no reply for this, for he has been wondering this himself.

EMPEROR: I think they have forsaken you, Anakin. Obi-Wan as well. They left you for dead, too worried about their own lives, to watch out for yours. (He motions to the temple in the distance) They are gone from there. The Jedi know they have failed and now they have disappeared. The Republic has been severely injured, and the Jedi now hide from that truth.

They have become arrogant, have they not, young Skywalker?

ANAKIN: Yes.

EMPEROR: It was the Jedi that allowed this war to escalate, and now it is too late for them to do anything about it. If it weren't for their dawdling, your mother would still be alive.

Anakin clenches his fist at this, his face has grown very dark, his eyes are blazing.

EMPEROR: (continuing) And what of Queen Amidala? Has she sought you out?

ANAKIN: She wouldn't leave me.

EMPEROR: Have you contacted her?

ANAKIN: I've tried. But I can't get any communications to Naboo.

EMPEROR: Most regrettably, Naboo has been laid to waste, the Gungans are extinct.

ANAKIN: What?

EMPEROR: I fear the Queen was killed in the battle.

ANAKIN: No. It's not possible. I've searched my feelings; I will see her again!

The Emperor closes his eyes and meditates for a moment.

EMPEROR: Perhaps the reports of her death are exaggerated. And perhaps she is searching for you, as you believe, young Skywalker. But do you think the Jedi will help her? They left you for dead. That will be quite an embarrassment to them. No, I rather think the Jedi will hinder her search.

ANAKIN: Then I shall find her.

The Emperor suddenly becomes very attentive at this.

EMPEROR: But you are not a Jedi yet. Do you feel that you could go up against the Jedi? (pauses) I could complete your training. And together we can bring peace to the Republic. Together we can do what the Jedi could not.

The Emperor puts his hand out.

EMPEROR: Will you join me?

ANAKIN: Yes, my master.

FADE OUT.

END CREDITS OVER STAR FIELD.

THE END.