RotS alternate version

by Biff1138

Padme as more than a plot device? Anakin's fall made less ambiguous? Leia having a reason to remember her mother? All this and more in this alternate version of Revenge Of The Sith.

I guess I should first explain exactly what this is...

About two years before the release of Revenge Of The Sith, a friend of mine showed me a fan-made script that he thought was really good. I hated it. When I told him this he said something to the effect of "I'd like to see you do better." So a few weeks later I had a first draft. Over the course of the next two years I would write four more drafts. And then came the movie...

Although not without its flaws, I think RotS is a great movie. Shortly after its release I revisited my screenplay and created a fifth draft. This time I incorporated a number of scenes and dialogue from the actual movie.

And finally, after a few years I've decided to revisit my script one last time. The sixth (and final) draft, which appears here, uses even more elements from the film itself. At this point it would be disingenuous to claim that this is my screenplay alone.

Although even my first draft contained many similarities to the actual movie, this version is certainly not without its differences.

I truly appreciate everyone that takes the time to read my work. As always, any and all feedback is most welcomed. Enjoy...

Revenge Of The Sith

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

The star-filled void of space serves as the backdrop for the main title. It is followed by a roll-up that crawls into infinity.

There is renewed hope in the galaxy. Under the leadership of the Jedi Knights, the Grand Army of the Republic has nearly defeated the Confederacy of Independent Systems.

As a final act of desperation, the Separatist leader, Count Dooku, has seized control of the peaceful planet of Alderaan.

The Republic has sent a fleet led by Jedi Master Obi-Wan Kenobi to free the planet and bring about the end of the Clone Wars…

The camera PANS DOWN to reveal an armada of Republic warships emerging from hyperspace. The camera PANS with the fleet as it passes by to reveal their destination: the blue-green world of Alderaan. Dozens of Trade Federation battleships and other Separatist starships blockade the planet.

INT. MAIN REPUBLIC DESTROYER – HANGAR BAY

Dozens of Jedi and clone fighters stand ready to launch. ANAKIN SKYWALKER'S fighter is at the head of the pack.

INT. ANAKIN'S STARFIGHTER

ANAKIN checks over his fighter's instrumentation. An astromech droid, R2-D2, is occupying the droid socket on the fighter's portside wing.

ANAKIN: Everything checked out, R2?

R2 beeps an affirmative.

ANAKIN: Good. Alpha squadron, the fleet's come out of hyperspace. All fighters prepare to launch.

CLONE PILOT(over headset): Roger, Alpha leader.

EXT. SPACE – REPUBLIC FLEET

The Destroyers' hangar bays open and out pour hundreds of starfighters.

INT. MAIN REPUBLIC DESTROYER – BRIDGE

The bridge is manned by about a DOZEN CREWMEMBERS. GENERAL OBI-WAN KENOBI stands before a large viewport watching the fighters launch. ADMIRAL BULON approaches him.

BULON: It looks like we're in luck, General Kenobi. The Separatist's forces are much weaker than we anticipated.

OBI-WAN: That's good news. Have they raised the planetary shields?

BULON: Yes, sir. Our weapons won't be able to penetrate that shield. We'll need to launch a ground assault.

OBI-WAN(into comm. unit): Anakin Skywalker, do you copy?

INT. ANAKIN'S STARFIGHTER

ANAKIN leads a group of clone fighters towards the Separatist fleet.

ANAKIN: Loud and clear, General Kenobi.

INT. MAIN REPUBLIC DESTROYER – BRIDGE

OBI-WAN: Try to clear the area for our landing craft. And don't do anything foolish. I don't need you pulling another one of your stunts like you did on Dorson.

INT. ANAKIN'S STARFIGHTER

ANAKIN: You know I'm not your Padawan learner anymore.

OBI-WAN(over headset): No…

INT. MAIN REPUBLIC DESTROYER – BRIDGE

OBI-WAN(continued): But I am your commanding officer, so please do as I say.

ANAKIN(over comm. unit): Don't worry…

INT. ANAKIN'S STARFIGHTER

ANAKIN(continued): This war will be over by the end of the day.

EXT. ANAKIN'S STARFIGHTER

Anakin's fighter peels away from the rest of the fleet followed by dozens of Jedi fighters and clone fighters. They meet head on with hundreds of droid fighters and the battle begins.

INT. FEDERATION BATTLESHIP – CONFERENCE ROOM

COUNT DOOKU observes the battle from a large view screen. Sitting at a large conference table are the leaders of the Confederacy of Independent Systems: POGGLE THE LESSER, SHU MAI, PASSEL ARGENTE, NUTE GUNRAY, WAT TAMBOR and SAN HILL.

NUTE GUNRAY: This is suicide. We should not have come here. The Republic's army is too strong.

COUNT DOOKU: Have faith Viceroy. Everything is proceeding as planned.

SHU MAI(subtitled): The Viceroy is right. If we lose this battle it will be the end of the war.

COUNT DOOKU turns away from the view screen and takes his place at the table.

COUNT DOOKU: My friends, there's no need to panic. This was all expected. I knew that the Republic would not be able to resist a counterstrike once they discovered that we were all gathered together. The chance to end this war in one decisive battle would be far too great to ignore.

NUTE: But our forces here are no match for the Republic's. We will all be destroyed!

COUNT DOOKU: Oh…I think you'll be pleasantly surprised by the outcome.

EXT. SPACE

The battle rages on between the two fleets. The droid fighters are no match for the superior CLONE PILOTS. From a great distance, the Republic warships exchange blows with the Separatist's fleet.

INT. ANAKIN'S STARFIGHTER

ANAKIN deftly pilots his starfighter, taking out enemy fighters with uncanny precision.

ANAKIN: Delta squadron, a group of fighters broke through our line and is heading for the command ship. Break off and intercept them.

INT. CLONE FIGHTER

A CLONE PILOT is at the controls.

CLONE PILOT: Copy, commander.

The clone fighters tailing ANAKIN break formation and head towards the Republic fleet.

INT. ANAKIN'S STARFIGHTER

ANAKIN: Everything's under control out here, master.

INT. MAIN REPUBLIC DESTROYER – BRIDGE

OBI-WAN is staring intently at several screens, monitoring the battle's progression.

OBI-WAN: Well done. I'm going to start launching our landing craft. Make sure that they make it safely to the rendezvous point.

INT. ANAKIN'S STARFIGHTER

ANAKIN: Dooku's here.

INT. MAIN REPUBLIC DESTROYER – BRIDGE

OBI-WAN: Concentrate on the here and now, Anakin. Dooku's not our primary concern.

INT. ANAKIN'S STARFIGHTER

Anakin pauses in frustration before replying.

ANAKIN: As you wish, General.

EXT. ALDERAAN – ION CANNON – DAY

A large ball turret sits atop a tower in the middle of a grassy plain. The ball turret swivels around and stops.

INT. ALDERAAN – ION CANNON – DAY

SIX GEONOSIANS scramble about the control room. A large holographic image of the main Republic destroyer sits in the middle of the room.

GEONOSIAN COMMANDER(subtitled): Fire!

EXT. ALDERAAN – ION CANNON – DAY

Several ion bolts shoot forth from the ion cannon heading skyward.

INT. MAIN REPUBLIC DESTROYER – BRIDGE

REPUBLIC OFFICER: General, our landers are ready to deploy.

OBI-WAN: Give the order to…

The bridge shakes violently. OBI-WAN and the REST OF THE CREW are thrown to the ground. All power is knocked out, including the artificial gravity.

EXT. MAIN REPUBLIC DESTROYER

The ship is wracked by several ion blasts coming from the surface of the planet. The starship's engines go dead and all interior lights fade. Without shields, the heavy guns of the Federation warships begin to tear through the defenseless destroyer. Explosions break out across the ship.

INT. MAIN REPUBLIC DESTROYER – BRIDGE

OBI-WAN and the REST OF THE CREW float around the bridge.

OBI-WAN: What's happened?

REPUBLIC OFFICER: The Separatists must have some new type of ion weapon. It's completely knocked out the ship's power.

OBI-WAN: All hands, abandon ship!

The panic-stricken CREWMEMBERS try to make there way across the bridge, but for most this turns out to be a futile effort. OBI-WAN uses the Force to propel himself out of the bridge.

INT. MAIN REPUBLIC DESTROYER – CORRIDOR

Using the Force to guide himself through the air, OBI-WAN finally makes it to an emergency locker. Inside OBI-WAN finds a spacesuit.

INT. REPUBLIC DESTROYER - BRIDGE

CAPTAIN COLE watches in horror as escape pods launch from OBI-WAN'S destroyer. The main reactor erupts and the massive warship explodes into a million pieces.

COMMUNICATIONS OFFICER: Sir, what are your orders.

CAPTAIN COLE: Move the fleet out of that cannon's range and recall the fighters.

LIEUTENANT: What about the survivors?

CAPTAIN COLE: Let's try to get as many as we can.

INT. FEDERATION BATTLESHIP – CONFERENCE ROOM

A holographic projection of the shattered remnants of OBI-WAN'S ship hovers above the table.

COUNT DOOKU: You see? We have nothing to fear. Our friends in the Techno Union have been developing an ion weapon unlike anything the galaxy has ever seen. The Republic fleet will not survive. Victory will be ours.

INT. ANAKIN'S STARFIGHTER

ANAKIN stares out at the wreckage that once was OBI-WAN'S destroyer. The other capital ships are frantically trying to put distance between themselves and the ion cannon. A second destroyer is hit and suffers the same fate as OBI-WAN'S. Anakin's Jedi wingman explodes behind him (over his right shoulder).

ANAKIN: We can't withdraw now, Captain. This is our best chance to end this war.

INT. REPUBLIC DESTROYER – BRIDGE

CAPTAIN COLE: By the time we launch our ground forces our fleet will be decimated. We need to fall back immediately.

INT. ANAKIN'S STARFIGHTER

ANAKIN whips off his headset and secures his flight helmet. He aims his fighter for a nearby Federation battleship. At full throttle, ANAKIN closes on the battleship's bridge. R2 begins to beep wildly.

INT. FEDERATION BATTLESHIP – BRIDGE

Two NEIMOIDIAN OFFICERS and the REST OF THE BATTLESHIP'S CREW notice the small fighter heading straight towards them.

NEIMOIDIAN OFFICER #1: That fighter is heading straight for us!

NEIMOIDIAN OFFICER #2: Put all power to the forward shields!

INT. ANAKIN'S STARFIGHTER

ANAKIN is still flying straight toward the battleship's bridge at full speed. He inverts his fighter and then both he and R2 eject a fraction of a second before impact.

INT. FEDERATION BATTLESHIP – BRIDGE

The NEIMOIDIAN OFFICERS peer around the consoles where they have taken shelter.

NEIMOIDIAN OFFICER #2: I told you the shields would hold.

NEIMOIDIAN OFFICER #1: Damage report.

NEIMOIDIAN ENSIGN: We've lost the bridge deflector screens.

A faint SIZZLING noise suddenly fills the bridge.

NEIMOIDIAN OFFICER #1: What's that noise?

NEIMOIDIAN ENSIGN: Sir, something's burning through the hull. Atmospheric containment fields are activated.

A section of the wall begins to glow brightly. BATTLE DROIDS encircle the area and level their blasters at the expanding hole. They open fire. Most of their shots hit the superheated metal, which merely breaks off and floats away, making the hole that much bigger. After several seconds the BATTLE DROIDS cease fire.

BATTLE DROID: I think we got him.

ANAKIN'S seat from his starfighter flies through the hole at lightning speed. SEVERAL BATTLE DROIDS are crushed. ANAKIN uses this moment of confusion to rush through the hole. The battle is quick as ANAKIN uses his lightsaber to slash through the REMAINING BATTLE DROIDS with ease. The NEIMOIDIAN OFFICERS are paralyzed with fear. ANAKIN removes his flight helmet.

ANAKIN: Deactivate your droids. Now!

The NEIMOIDIAN OFFICERS are stunned.

ANAKIN: You don't want to make me angry.

NEIMOIDIAN OFFICER #2: Do as he says.

The NEIMOIDIAN ENSIGN deactivates the DROIDS. ANAKIN cuts through the control panel with his lightsaber.

ANAKIN: You won't do anything without my permission.

NEIMOIDIAN OFFICERS(together): We won't do anything without your permission.

ANAKIN runs through the bridge entrance and out into the ship.

R2 flies through the hole in the ship's hull, lands and then follows ANAKIN.

INT. FEDERATION BATTLESHIP – CONFERENCE ROOM

The SEPARATIST LEADERS are celebrating their victory over the Republic when suddenly the BATTLE DROIDS in the room power down.

NUTE GUNRAY: What is going on?

DOOKU'S flashes a brief look of concern.

COUNT DOOKU: There is a Jedi onboard the ship.

NUTE GUNRAY: A Jedi? How is that possible?

COUNT DOOKU: There's no time to discuss this. You must get to safety at once.

Quickly the SEPARATIST LEADERS make their way out of the conference room and into the hallways of the massive ship. BATTLE DROIDS litter the ground. DOOKU heads off in the opposite direction of the rest of the LEADERS.

COUNT DOOKU: Get to your ships. I'll deal with the Jedi.

INT. FEDERATION BATTLESHIP – HALLWAY

ANAKIN races through the ship. From around a corner comes OBI-WAN, still wearing his spacesuit sans helmet.

ANAKIN: Obi-Wan! I didn't expect to see you here.

OBI-WAN: I thought I told you not to do anything foolish.

ANAKIN: Who's the more foolish…the fool or the fool who follows him?

OBI-WAN: At least you remembered something I taught you. Let's go.

ANAKIN and OBI-WAN take off running through the hallways of the massive battleship.

INT. FEDERATION BATTLESHIP - CORRIDOR

The SEPARATIST LEADERS make their way toward the docking bay. ANAKIN and OBI-WAN step into the corridor in front of the group.

ANAKIN: Don't move!

The SEPARATIST LEADERS freeze.

NUTE GUNRAY: We surrender.

OBI-WAN: Dooku's not here.

ANAKIN: I'll find him.

ANAKIN shoots down the corridor at full speed.

OBI-WAN: Anakin, wait!

ANAKIN continues on. OBI-WAN stays with the SEPARATIST LEADERS.

INT. FEDERATION BATTLESHIP – HALLWAY

ANAKIN races down the hallway in search of DOOKU. He passes R2, who beeps and quickly changes directions to pursue ANAKIN.

INT. FEDERATION BATTLESHIP – DOCKING BAY ENTRANCE

COUNT DOOKU strides purposefully down the hall toward the docking bay entrance. ANAKIN comes running around the corner behind DOOKU.

ANAKIN: You won't escape this time, Dooku!

DOOKU stops and whirls around.

COUNT DOOKU: Ah, young Skywalker. We meet again, at last.

ANAKIN: Your war is over.

COUNT DOOKU(laughs): Such naiveté, even for a young Jedi. The Jedi will never be able to defeat the Sith. Only by joining forces with them can we bring about their destruction and restore order to the galaxy.

ANAKIN: We'll see.

ANAKIN lunges for DOOKU, who is quick to draw his own lightsaber and parry the attack. ANAKIN'S skills are much improved since his last encounter with DOOKU, but still not good enough to break through the FORMER JEDI'S defenses. It's a stalemate.

DOOKU uses the Force to hurl several of the DEACTIVATED BATTLE DROIDS at ANAKIN. With grace and skill, ANAKIN manages to intercept every last one of them with ease. However, the distraction allows DOOKU to slip through the doorway into the docking bay and seal the door. ANAKIN rushes to the controls in a frenzied attempt to unlock the door.

INT. FEDERATION BATTLESHIP – DOCKING BAY

DOOKU boards his solar sailer. The entrance to the docking bay swings open and in runs ANAKIN, but he is too late. DOOKU'S starship lifts off and heads out into space. R2 rolls up next to ANAKIN.

EXT. ALDERAAN - SPACE

The Republic fleet is now orbiting the planet alongside the deactivated Separatist starships.

INT. FEDERATION BATTLESHIP – DOCKING BAY

CLONE TROOPERS march the SEPARATIST LEADERS and several other NEIMOIDIAN CREWMEMBERS toward a Republic transport. ANAKIN and OBI-WAN watch as the PRISONERS are ferried into the vessel. They walk toward an awaiting Republic shuttle as they talk.

OBI-WAN: I've just spoken with the Jedi Council.

ANAKIN: And?

OBI-WAN: We've been able to unlock a lot of Dooku's personal files onboard this ship. It appears that Count Dooku has been conspiring with the office of the Supreme Chancellor.

ANAKIN: What? That's ridiculous.

OBI-WAN: There were a number of communications that appear to have come directly from the Chancellor's office. There are data files that contain highly classified military secrets.

ANAKIN: This is just another one of Dooku's tricks.

OBI-WAN: Don't let your friendship with the Chancellor cloud your judgment. This isn't the first time Palpatine has been under suspicion.

ANAKIN: The Chancellor's a very powerful man. Of course there are those that would want to see him fail.

OBI-WAN: Anakin, look, I am on your side. I didn't want to see you put in this situation.

ANAKIN: What situation?

OBI-WAN(takes a deep breath): The Council wants you to report on all of the Chancellor's dealings. They want to know what he's up to.

ANAKIN: They want me to spy on the Chancellor? That's treason!

OBI-WAN: We are at war, Anakin. The Jedi Council is sworn to uphold the principles of the Republic, even if the Chancellor does not. This assignment is not to be on record. The Council asked me to approach you on this personally.

ANAKIN: The Chancellor is not a bad man, Obi-Wan. He befriended me. He's watched out for me ever since I arrived on Coruscant.

OBI-WAN: That is why you must help us, Anakin. Our allegiance is to the Senate, not to its leader who has managed to stay in office long after his term has expired.

ANAKIN: The Senate demanded that he stay longer.

OBI-WAN: Yes, but use your feelings, Anakin. Something is out of place.

The TWO JEDI board the shuttle.

ANAKIN: You're asking me to do something against the Jedi Code. Against the Republic. Against a mentor…and a friend. That's what's out of place here. Why are you asking this of me?

OBI-WAN: The Council is asking you.

The shuttle's ramp closes and the starship lifts off.

EXT. ALDERAAN – SPACE

The transport and shuttle fly off into deep space and then disappear into hyperspace.

EXT. CORUSCANT – SPACE

The city-planet hangs majestically in space.

EXT. SENATE BUILDING (RAINSTORM) – DAY

A storm is underway. Heavy rains fall on the massive building.

INT. SENATE CHAMBER – DAY

There is an overwhelming buzz coming from the THOUSANDS OF SENATORS that fill the gigantic chamber as SUPREME CHANCELLOR PALPATINE takes his place at the main rotunda. The Chancellor's majordomo, MAS AMEDDA, is at his side.

PALPATINE: My fellow delegates, today is a great day for the Republic. I have just been informed that the Confederacy of Independent Systems is no more. Earlier today the Trade Federation, Corporate Alliance and all other major factions supporting the Separatist movement have agreed to our terms of surrender. The war is over.

The chamber erupts with CHEERS and CRIES of victory.

PALPATINE: While this news is certainly welcome, our troubles are far from over. I ask you, senators, to grant the office of the Supreme Chancellor the power to oversee these organizations according to the laws and principles of the Republic until they can be fully re-integrated with our society. This added burden placed upon me is not a welcome one, but I believe it is the best way to return the galaxy to a state of normalcy in a short period of time.

A congressional box carrying PADMÉ AMIDALA, the senator from Naboo, floats into the center of the chamber.

PADMÉ: With all due respect, Chancellor, don't you think it would be best if we appointed a committee to oversee the operation of these entities?

PALPATINE: I understand your concerns, Senator Amidala, but you must understand that time is of the essence. Without the commerce of these entities the people of the Republic have suffered greatly. We must do all that we can to bring about change in a timely manner.

A second congressional box containing SENATOR BAIL ORGANA of ALDERAAN floats into the chamber.

MAS AMEDDA: The chair recognizes Senator Bail Organa of Alderaan.

BAIL ORGANA: Let me first say that I am truly grateful that my home planet has been freed from the clutches of the Separatists. However, I must concur with Senator Amidala. The powers of the Supreme Chancellor have already far exceeded that which has been the standard for over a thousand years. To turn over more power to you now would make this government body more of an Empire than a Republic.

A third congressional box, this one carrying SENATOR ORN FREE TAA, drifts into the chamber.

ORN FREE TAA: This is a time of crisis. The galaxy is in chaos! Before our democracy can be restored, we must first bring about order. Who can we rely on?

PADMÉ: The Jedi Knights will help us bring about order.

PALPATINE: The Jedi are simply not up to the task. Three years of war has taken its toll on their order. They are overwhelmed. I, of all people, do not want to bring about the end of democracy, but what this galaxy needs…what its citizens demand is an Empire.

PALPATINE'S words are greeted by applause.

INT. SENATE ARENA - CHANCELLOR'S HOLDING OFFICE

TWO ROYAL GUARDS stand at the entrance to the chamber. ANAKIN paces back and forth as the podium carrying PALPATINE and MAS AMEDDA lowers into the room. Once the podium is fully lowered, PALPATINE steps off and walks over to greet ANAKIN.

PALPATINE: Anakin, our savior of the Republic! Welcome home.

ANAKIN: Thank you, Chancellor. You give me far more credit than I deserve.

PALPATINE(to Mas Amedda and the guards): Leave us.

MAS AMEDDA and the GUARDS exit the room. PALPATINE'S smile is replaced by a look of concern.

ANAKIN: Is there something wrong?

PALPATINE: Anakin, I've known you since you were a small boy. I have advised you over the years when I could. I am very proud of your accomplishments. You have won many battles the Jedi Council thought were lost. I hope you trust me, Anakin.

ANAKIN: Of course.

PALPATINE: I need your help, son.

ANAKIN: What do you mean?

PALPATINE: You know I'm not able to rely on the Jedi Council. If they haven't included you in their plot, they soon will.

ANAKIN: I'm not sure I understand.

PALPATINE: You must sense what I have come to suspect…the Jedi Council want control of the Republic. They're planning to betray me.

ANAKIN: I don't think…

PALPATINE(interrupting): Anakin, search your feelings. You know, don't you?

ANAKIN: I know they don't trust you.

PALPATINE: Or the Senate…or the Republic…or democracy for that matter.

ANAKIN: I have to admit my trust in them has been shaken.

PALPATINE: Why? They asked you to do something that made you feel dishonest, didn't they?

ANAKIN doesn't say anything. He simply looks down.

PALPATINE(continuing): They asked you to spy on me, didn't they?

ANAKIN: I don't know…I don't know what to say.

PALPATINE: Remember back to your early teachings. All those who gain power are afraid to lose it. Even the Jedi.

ANAKIN: The Jedi use their power for good.

PALPATINE: Good is a point of view, Anakin. The Sith and the Jedi are similar in almost every way, including their quest for greater power.

ANAKIN: The Sith rely on their passion for their strength. They think inward, only about themselves.

PALPATINE: And the Jedi don't?

ANAKIN: The Jedi are selfless…they only care about others.

PALPATINE smiles.

PALPATINE: Did you ever hear the tragedy of Darth Plagueis "the wise"?

ANAKIN: No.

PALPATINE: I thought not. It's not a story the Jedi would tell you. It's a Sith legend. Darth Plagueis was a Dark Lord of the Sith, so powerful and so wise he could use the Force to influence the midi-chlorians to create life. He had such a knowledge of the dark side that he could even keep the ones he cared about from dying.

ANAKIN: He could actually save people from death?

PALPATINE: The dark side of the Force is a pathway to many abilities some consider to be unnatural.

ANAKIN: What happened to him?

PALPATINE: He became so powerful…the only thing he was afraid of was losing his power, which eventually, of course, he did. Unfortunately, he taught his apprentice everything he knew, then his apprentice killed him in his sleep. It's ironic he could save others from death, but not himself.

ANAKIN: Is it possible to learn this power?

PALPATINE: Not from a Jedi.

EXT. JEDI TEMPLE – DAY

The storm begins to break as the sun shines through on the Jedi Temple.

INT. JEDI TEMPLE, YODA'S QUARTERS – DAY

YODA sits with his eyes closed in deep meditation.

QUI-GON(voice over): These are dangerous times for the Jedi. I can feel the dark cloud that has descended upon the galaxy. Be wary, the Sith have become very powerful.

MACE WINDU enters the room.

MACE WINDU: Master Yoda.

YODA does not respond. MACE taps on his shoulder to get his attention. YODA exits his meditative state.

MACE WINDU: Master Yoda, Obi-Wan has returned from Alderaan. He wishes to address the Council at once.

YODA: Important news I have as well.

EXT. APARTMENT BUILDING – EARLY EVENING

The lights from hundreds of windows illuminate the interior of the building that is topped by the residence of PADMÉ AMIDALA.

INT. PADME'S APARTMENT, KITCHEN – EARLY EVENING

DORMÉ, SEE-THREEPIO and a KTICHEN DROID are standing in the kitchen, preparing a meal. Something appears to be burning on the stove. THREEPIO walks over to the KTICHEN DROID.

THREEPIO: I thought I told you to turn the stove off!

The KITCHEN DROID beeps out a reply.

THREEPIO: I don't care what the recipe says you misguided…

The doorbell interrupts THREEPIO.

THREEPIO: Oh…just throw it out now.

THREEPIO exits the room, muttering to himself.

INT. PADME'S APARTMENT, MAIN ROOM – EARLY EVENING

THREEPIO walks over to the front door, passing JAR JAR BINKS, who is seated on a couch, along the way. He opens the door and there stands ANAKIN with ARTOO by his side.

THREEPIO: Master Anakin! How very good to see you, sir. And R2-D2.

ARTOO whistles a hello.

ANAKIN: Hello, Threepio.

THREEPIO: Miss Padmé will be so relieved to see that you're all right. She was terribly worried after she heard what happened on Alderaan.

JAR JAR: Annie!

JAR JAR runs over to ANAKIN and nearly knocks him to the ground as he embraces the JEDI.

ANAKIN: Hello, Jar Jar.

JAR JAR: Mesa so happy to be seein yousa again. Wesa heard the news. Issa dun really true? Dissen war is ova?

ANAKIN: It's true. The war is over.

PADMÉ AMIDALA and her handmaiden, DORMÉ enter the room. THREEPIO heads back to the kitchen.

PADMÉ: Master Skywalker, I'm glad to see that you're all right.

ANAKIN: Thank you, Senator.

PADMÉ: To what honor do we owe your presence?

ANAKIN: I thought you'd like to hear a firsthand account of what took place on Alderaan.

PADMÉ: That's very thoughtful of you. Would you care to join us for dinner?

ANAKIN: I would be delighted.

JAR JAR: Annie's sayin dat dissen reports are true. Dis war issa beeun over now.

PADMÉ: That is wonderful news. Unfortunately we have a new problem. Chancellor Palpatine wants to take control of the banking, trade and commerce guilds that supported the Confederacy.

ANAKIN: Chancellor Palpatine is a good man. I think he'll do a wonderful job.

PADMÉ: It's not the Chancellor's abilities that worry me. He's already been granted more power than the office of the Supreme Chancellor was ever intended to have.

ANAKIN: This is a special circumstance. I'm sure once things return to normal the Chancellor will give up these special powers.

PADMÉ: The Republic is supposed to be a democracy, not a dictatorship.

THREEPIO peers out from the kitchen.

THREEPIO: Dinner is ready, everyone.

JAR JAR: Okeyday.

JAR JAR, R2 and DORMÉ head for the kitchen. PADMÉ looks troubled.

ANAKIN: You look sad.

PADMÉ: We need to talk.

INT. PADME'S APARTMENT, BEDROOM – EARLY EVENING

PADMÉ sits on the bed while ANAKIN paces around nervously.

PADMÉ: Anakin, I'm pregnant.

ANAKIN: Pregnant?

PADMÉ: I found out just before you left. I'm due in less than a month.

ANAKIN: Why did you wait so long to tell me?

PADMÉ: I didn't want to worry you while you were away. I'm sorry.

ANAKIN: Does anyone else know?

PADMÉ: No, so far I've been able to keep it a secret. I've been wearing these dresses.(indicates the garment she's wearing)But once I have the baby…

PADMÉ begins to cry. ANAKIN kneels next to her.

ANAKIN: Padmé, the war's over now. Soon I'll be able to leave the Jedi Order and we won't have to keep things a secret any longer.

PADMÉ: People won't be happy when they find out.

ANAKIN: I don't care what anyone else thinks. We'll be happy together and that's all that matters.

ANAKIN and PADMÉ embrace and share a kiss.

INT. JEDI TEMPLE - COUNCIL CHAMBER – EVENING

Of the twelve chairs that fill the room, only eight are currently occupied by JEDI COUNCIL MEMBERS. The other four are represented only as holograms. OBI-WAN is now a member of the council.

YODA: If true these allegations against the Chancellor are, in grave danger the Republic is.

KI-ADI-MUNDI: The senate is voting on a measure that will give Palpatine complete control of the Separatist's assets. If these accusations are true then we must not allow that to happen.

MACE WINDU: Perhaps this is all a setup.

YODA: Certain we must be. Further research your findings. Falsely accuse Palpatine of any wrongdoing we cannot.

OBI-WAN: Yes, Master. I'll get to work on it immediately.

YODA turns to look at OBI-WAN.

YODA: Master Kenobi, where is young Skywalker?

OBI-WAN: He went to meet with the Chancellor immediately upon our return.

YODA: Troubling news I have. The Force still holds many secrets for us all. Possible it is for a Jedi to keep himself from becoming one with the Force after death.(to Obi-Wan)Spoke to your former master, I have.

The OTHER JEDI gasp in astonishment.

OBI-WAN: Qui-Gon? How is that possible?

YODA: Surprised was I as well. Told me, he did very disturbing things. Very disturbing. Skywalker has shed innocent blood.

The JEDI are shocked by YODA'S revelation.

OBI-WAN: Master Yoda, I've been with Anakin for almost the entire time since he's been brought here. I don't think…

YODA(interrupting): With him on Tatooine when his mother died you were not.

OBI-WAN: With all due respect, Master, I find it hard to believe…

YODA(interrupting): More things did Qui-Gon say. Married Anakin is to Senator Amidala. Concealed this from us for years he has.

OBI-WAN: I know that Anakin has a certain fondness for the Senator, but I don't think…

YODA(interrupting): Understand your concern I do, Obi-Wan, but certain am I about what Qui-Gon said. Detained Anakin Skywalker must be until investigate we can.

MACE WINDU: These are very serious accusations. We cannot allow Anakin to roam free until we can uncover the truth.(sighs)I hereby issue a warrant for the arrest of Anakin Skywalker.

EXT. CORUSCANT – BALCONY OVERLOOKING CITY – NIGHT

COUNT DOOKU and DARTH SIDIOUS stare out over the vast city.

DARTH SIDIOUS: Well done, Lord Tyranus. Everything is proceeding according to plan. Soon the Senate will grant the office of the Supreme Chancellor control over all the major financial institutions and our power will be solidified.

COUNT DOOKU: What is our next move, my Master?

DARTH SIDIOUS: We'll let the Jedi make the next move.

INT. PADME'S APARTMENT, BEDROOM – LATE EVENING

PADMÉ and ANAKIN lie next to each other in bed.

PADMÉ: So now that the war's over will you leave the Jedi Order?

ANAKIN: Not yet. Dooku and his Sith master are still out there somewhere. I'm the chosen one, remember? I have to bring balance to the Force.

PADMÉ: Who says you have to be a Jedi to do that?

ANAKIN pauses for a moment to reflect on PADMÉ'S words.

ANAKIN: I guess I never really thought about it.

PADMÉ: I'll resign from the senate, you can leave the Jedi and we can move to the lake house on Naboo. It'll be just you, me and the baby.

ANAKIN looks pensive.

PADMÉ: What's wrong?

ANAKIN: It's the Jedi Council. They still treat me as if I were a Padawan learner. They fear my power, that's the problem.

PADME: Anakin…

ANAKIN: Sometimes, I wonder what's happening to the Jedi Order. I think this war has destroyed the principles of the Republic.

PADME: Have you ever considered that we may be on the wrong side?

ANAKIN(suspicious): What do you mean?

PADME: What if the democracy we thought we were serving no longer exists, and the Republic has become the very evil we have been fighting to destroy?

ANAKIN: I don't believe that. And you're sounding like a Separatist!

PADME: What is it?

ANAKIN: Nothing.

PADME: Don't do this…don't shut me out. Let me help you.

ANAKIN takes a deep breath.

ANAKIN: I don't know. I feel…lost.

PADME: Lost? What do you mean?

ANAKIN: Obi-Wan and the Council don't trust me.

PADME: They trust you with their lives.

ANAKIN: Something's happening. I'm not the Jedi I should be. I am one of the most powerful Jedi, but I'm not satisfied. I want more, and I know I shouldn't.

PADME: You expect too much of yourself.

Suddenly ANAKIN sits straight up.

ANAKIN: Obi-Wan's here.

INT. PADMÉ'S APARTMENT – MAIN ROOM – EVENING

The doorbell chimes. THREEPIO answers the door. OBI-WAN and the TWO OTHER JEDI enter the apartment.

THREEPIO: Oh my! Master Kenobi!

OBI-WAN: Where's Anakin?

PADMÉ and ANAKIN enter the room.

ANAKIN: Obi-Wan? What's the matter?

OBI-WAN: The council has issued a warrant for your arrest.

ANAKIN: What?

PADMÉ: I demand to know what this is about.

OBI-WAN: I'm sorry, Senator, but I'm not allowed to disclose the nature of these allegations to you at this time.

PADMÉ: But I…

ANAKIN(interrupting): It's okay. Don't worry about me.

The THREE JEDI escort ANAKIN out of the apartment.

OBI-WAN: Please tell me it isn't true.

ANAKIN hangs his head in silence. DORMÉ enters the apartment as the JEDI depart.

DORMÉ: M'lady, what's happening? M'lady?

PADMÉ stares ahead blankly as tears begin to well in her eyes.

EXT. JEDI TEMPLE – MORNING

The rising sun glistens off the Temple.

INT. JEDI TEMPLE – DETENTION BLOCK – MORNING

A JEDI GUARD opens the entrance to the detention block. In walks OBI-WAN. The GUARD leads OBI-WAN down a corridor to ANAKIN'S cell.

INT. JEDI TEMPLE – DETENTION BLOCK – ANAKIN'S CELL

ANAKIN is sitting on the edge of the bed as OBI-WAN enters the cell. The door closes behind him.

ANAKIN: What do you want?

OBI-WAN: I want to know the truth, Anakin.

ANAKIN sits in silence.

OBI-WAN: Anakin, I must know.

ANAKIN: What difference will it make?

OBI-WAN: You've done many wonderful things for the Jedi Order and the Republic. I'm sure they can be convinced to let you off with only minor consequences.(pauses)How long have you and Padmé been married?

ANAKIN: For about three years. We got married a few days after we left Geonosis.

OBI-WAN: Why would you do a thing like that, Anakin? You know the Jedi code forbids it.

ANAKIN: I don't care. I love her. I was planning on leaving the Order as soon as the war was over.

OBI-WAN: And what about the incident on Tatooine with the Sand People?

ANAKIN: How do you know about that?

OBI-WAN: That's not important right now. Just tell me what happened.

ANAKIN stares at the ground in silence for a few moments before he replies.

ANAKIN: I…I couldn't help it. They killed my mother!

OBI-WAN: I know that must have been very difficult for you.

ANAKIN: How could you know? You never knew your mother. No Jedi has. None of you understand!

OBI-WAN: Perhaps not, but I'll do my best to try.

ANAKIN: It's all your fault anyhow. You and all these Jedi rules and codes. If you would have let me go to her when I first sensed she was in trouble she would still be alive.(pauses)I just want to see Padmé.

OBI-WAN: I'm afraid that isn't possible right now. Not until all of this gets sorted out. There's too much going on right now. Palpatine is being investigated for aiding the Separatists.

ANAKIN: The Chancellor is innocent, I assure you.

OBI-WAN: I do hope you're right and this all proves to be some wild bantha chase. Until I finish my investigation there's nothing much I can do for you. But I promise that I'll do everything I can to help.

ANAKIN nods in helpless understanding. OBI-WAN exits the cell and the door closes behind him.

EXT. JEDI TEMPLE – HANGAR BAY – AFTERNOON

A retractable landing platform extends from one of the spires of the Jedi Temple. Resting on the platform is a Jedi fighter. OBI-WAN KENOBI walks onto the landing platform and addresses the ship's ASTRO DROID (R4-G9).

OBI-WAN: Arfour, are the coordinates for Kamino locked in?

The droid whistles an affirmative. OBI-WAN climbs aboard the fighter and powers up the ship's engines. The fighter lifts off from the platform and races off into the endless sky traffic above the cityscape. The camera PANS DOWN to reveal PADMÉ AMIDALA, TWO HANDMAIDENS, SEE-THREEPIO and ARTOO-DETOO approaching one of the Temple's entrances. JEDI MASTER SHAAK TI blocks their entry.

SHAAK TI: I'm sorry Senator, but no one is allowed to see Anakin at this time.

PADMÉ: I don't wish to…

SHAAK TI(interrupting): There will be no exceptions made.

PADMÉ: When can I see him?

SHAAK TI: I don't know. I'll make sure that someone contacts you as soon as a decision is made.

PADMÉ: Thank you, Master Jedi.

PADMÉ turns and walks away followed by THREEPIO.

THREEPIO: I'm sure the Jedi are taking good care of him Miss Padmé.

PADMÉ: Yes, Threepio…I'm sure they are.

ARTOO chirps a comment.

THREEPIO: Don't say things like that, Artoo! Master Anakin will be freed in no time. You'll see.

ARTOO'S reply sounds skeptical.

EXT. KAMINO – SPACE

The storm-covered water world makes its trek through the heavens as OBI-WAN'S Jedi fighter emerges from hyperspace. The ship heads for the planet's surface.

EXT. TIPOCA CITY – LANDING PLATFORM – DAY

The torrential downpour has let up for a few minutes allowing patches of sunlight to break through the dense cloud cover. OBI-WAN'S fighter lands on the platform and the JEDI exits and makes his way toward the city's entrance.

INT. TIPOCA CITY – COMMUNICATIONS CENTER – DAY

Several KAMINO TECHNICIANS go about their business as OBI-WAN sits in front of a monitor examining transmission logs. TAUN WE looks over OBI-WAN'S shoulder.

TAUN WE: Have you found everything you need, Master Jedi?

OBI-WAN: Yes, Taun We. Thank you.

The door to the communications center swings open and in walks Tipoca City's Prime Minister, LAMA SU.

LAMA SU: Master Kenobi, how good to see you again. I hope we have been able to help you in your investigation.

OBI-WAN produces a small holographic projector from his pocket and turns it on. A holographic image of COUNT DOOKU appears.

OBI-WAN: Prime Minister, do you recognize this man?

LAMA SU: Of course I do. That's Jedi Master Sifo-Dyas. He was the one that first contacted me about creating a clone army for the Republic.

OBI-WAN switches off the holographic device and returns it to his pocket. He gets up and heads for the exit.

OBI-WAN: I need you to shut down your operations here immediately. Destroy all the clones.

LAMA SU: Oh my! Is there something wrong?

OBI-WAN: I can't fully explain right now, but it's vitally important that these orders are carried out.

LAMA SU: Yes…of course.

OBI-WAN: Thank you both for your assistance.

OBI-WAN exits the room.

EXT. KAMINO – SPACE

OBI-WAN'S fighter streaks away from the planet.

INT. COCKPIT – JEDI FIGHTER – KAMINO – SPACE

OBI-WAN(into headset): I'm afraid our worst fears have been confirmed.

INT. JEDI TEMPLE – COUNCIL CHAMBER – EARLY EVENING

A holographic image of OBI-WAN hangs in the center of the room. KI-ADI-MUNDI and PLO KOON appear via hologram. The JEDI COUNCIL MEMBERS listen intently to OBI-WAN.

OBI-WAN(continued; voice-over): Count Dooku, posing as Master Sifo-Dyas, placed the order for the clone army. There can be no doubt that Palpatine has been in league with the Separatists.

The JEDI MASTERS share contemplative glances with one another.

MACE WINDU: I sense a plot to destroy the Jedi. The dark side of the Force surrounds the Chancellor.

KI-ADI-MUNDI: Palpatine must be removed from office.

MACE WINDU: The Jedi Council would have to take control of the Senate in order to secure a peaceful transition.

YODA: To a dark place this line of thought will carry us. Hmm…great care we must take.

MACE WINDU: Master Kenobi, hurry back…

INT. COCKPIT – JEDI FIGHTER – KAMINO – SPACE

MACE WINDU(continued; over headset): …we'll need your evidence to validate our case.

OBI-WAN: Yes Master. I'm on my way.

EXT. KAMINO – SPACE

OBI-WAN'S fighter disappears into hyperspace.

INT. TICOPA CITY – CORRIDOR – DAY

LAMA SU and TAUN WE make their way down the corridor. The doorway before them glides open.

INT. TICOPA CITY – CONFERENCE ROOM – DAY

A large table dominates the room. LAMA SU hits a button on the table and a holographic image of COUNT DOOKU appears.

COUNT DOOKU: Is the Jedi away?

LAMA SU: Yes, Lord Tyranus.

COUNT DOOKU: Well done, Prime Minister. Rest assured you will be greatly rewarded for your cooperation.

LAMA SU: Your continued patronage is reward enough.

EXT. CORUSCANT – MILITARY STAGING AREA – EVENING

SUPREME CHANCELLOR PALPATINE, an AIDE (SLY MOORE), THE CHANCELLOR'S MAJORDOMO (MAS AMEDDA) and TWO ROYAL GUARDS watch from a distance as THOUSANDS OF CLONE TROOPERS practice drills and ready equipment. SIX JEDI (KIT FISTO, AGEN KOLAR, BULTAR SWAN, MACE WINDU, BARRISS OFFEE AND KAYME OMET) emerge from the building behind PALPATINE and make their way toward him. PALPATINE turns to face them.

PALPATINE: Master Windu…what brings you here? Has something happened?

MACE WINDU: In the name of the Galactic Senate of the Republic, you are under arrest, Chancellor.

MACE WINDU and the other JEDI ignite their lightsabers.

PALPATINE: Are you threatening me, Master Jedi?

MACE: The Senate will decide your fate.

PALPATINE(burst of anger): I am the Senate!

MACE: Not yet!

PALPATINE'S GUARDS step in between the CHANCELLOR and the JEDI. SLY MOORE and MAS AMEDDA scamper away. The CLONE TROOPERS begin to converge on the JEDI.

PALPATINE: It's treason, then.

The SIX JEDI attack. PALPATINE'S GUARDS and the now converging CLONE TROOPERS force the JEDI to back away from SIDIOUS. MACE uses to the Force to leap above the GUARDS and land directly in front of SIDIOUS. The SITH LORD extends his hands and lightning bolts shoot out from them. MACE uses his lightsaber to block the bolts and redirect them at SIDIOUS. The CHANCELLOR'S face begins to twist and distort. His eyes become yellow as he struggles to intensify his powers. SIDIOUS collapses to the ground, giving a GROUP OF CLONE TROOPERS a clear shot at MACE. He is forced to retreat. BULTAR SWAN and AGEN KOLAR are gunned down as the JEDI make their way to a nearby hangar.

INT. MILITARY STAGING AREA - HANGAR BAY – EVENING

As the LAST JEDI enters the hangar the door is shut. MACE WINDU uses his lightsaber to seal the door. The hangar is filled with dozens of different types of military starships. SEVERAL CLONE TROOPERS charge toward the JEDI, but the FOUR JEDI quickly cut them down.

MACE WINDU: We'll need to commandeer one of these shuttles.

The JEDI fight their way to an assault shuttle and climb onboard.

INT. ASSAULT SHUTTLE – COCKPIT – EVENING

KAYME OMET powers up the shuttle's engines and pilots the vehicle out of the hangar bay. KIT FISTO and BARRISS OFFEE man the shuttle's two laser turrets.

EXT. CORUSCANT - CITY – EVENING

The assault shuttle rockets through the mazelike cityscape. A dozen clone fighters are in close pursuit, firing away at the shuttle. The shuttle's laser turrets return fire.

INT. ASSAULT SHUTTLE – COCKPIT - EVENING

A small holographic image of YODA hangs in the air before MACE WINDU.

MACE WINDU: Yes, Palpatine is the Dark Lord of the Sith. Instruct all the Jedi to leave the planet immediately.

YODA: Evacuate the Temple immediately I will. Quickly devise a plan we must.

MACE WINDU: We'll need to regroup. Send all the Jedi to Kashyyyk. The Wookiee ruling council should grant us asylum.

YODA: Agreed. May the Force be with us.

YODA'S holographic image disappears.

EXT. CORUSCANT – SPACE

The assault shuttle, still being pursued by clone fighters, zooms away from the planet and enters hyperspace.

EXT. MILITARY STAGING AREA – EVENING

A CLONE COMMANDER CODY walks over to SIDIOUS, who is just now getting up. His face has changed into a horrible mask of evil.

CLONE COMMANDER CODY: Are you all right Chancellor?

PALPATINE: Alert all commands…every Jedi is now an enemy of the Republic. Assemble a strike force and head to the Jedi Temple. It's time to execute order 66. Destroy every last Jedi.

CLONE COMMANDER CODY: It will be done, my lord.

EXT. MYGEETO - DAWN

The sky slowly awakens on the crystal world of Mygeeto. A battle rages. Clone troops battle the droid armies across a long bridge. KI-ADI-MUNDI uses his lightsaber to deflect enemy fire. CLONE COMMANDER BACARA exits a Gunship near the entrance to the city. He rallies his TROOPS to attack the city, and then gets a message on his comlink. He stops and moves to one side as a HOLOGRAM OF DARTH SIDIOUS appears on the comlink in the palm of his hand. He moves further into the shadows.

DARTH SIDIOUS: Commander Bacara…

CLONE COMMANDER BACARA: Yes, sir.

DARTH SIDIOUS: The time has come. Execute Order Sixty-Six.

CLONE COMMANDER BACARA: It will be done, My Lord.

DARTH SIDIOUS fades, and the CLONE COMMANDER snaps the comlink closed and looks to the main plaza of the city, where KI-ADI-MUNDI is leading the charge. The clones stop. KI-ADI-MUNDI turns around and is blasted by clone fire. He's killed before he can defend himself.

EXT. FELUCIA – FOREST - DAY

A column of CLONE WALKERS marches across the forest floor. The STRANGE CALLS of the alien forest creatures of FELUCIA suddenly stop. The Jedi AAYLA SECURA and her CLONE TROOPS brace for an ambush.

CLONE COMMANDER BLY moves up behind the Jedi. BLY blasts AAYLA in the back. The OTHER CLONES fire on her as she hits the ground.

INT. CATO NEIMOIDIA - COCKPIT CLONE FIGHTER - DAY

The CLONE PILOT watches a hologram of DARTH SIDIOUS.

DARTH SIDIOUS: Execute Order Sixty-Six.

CLONE PILOT: It will be done, My Lord.

INT. CATO NEIMOIDIA - JEDI STARFIGHTER - DAY

PLO KOON heads his ship toward a battle on a landing platform.

EXT. CATO NEIMOIDIA - JEDI STARFIGHTER - DAY

The FOUR CLONE PILOTS with PLO KOON drop back and blast him out of the sky.

EXT. SALEUCAM - FOREST

Three Speeder Bikes race through the forest. A Jedi, STASS ALLIE is in the lead. The TWO CLONES following her drop back and blast her, causing her to crash in a huge EXPLOSION.

EXT. JEDI TEMPLE – NIGHT

Republic gunships loaded with CLONE TROOPERS land in the Temple's courtyards. The TROOPERS debark and storm inside.

INT. COCKPIT – JEDI FIGHTER – SPACE

OBI-WAN clenches his chest as he is overcome with an overwhelming sense of despair.

INT. JEDI TEMPLE – MAIN HALLWAY – NIGHT

CLONE TROOPERS fan out through the Temple. The FEW JEDI that remain fight valiantly, but are eventually overwhelmed by blaster fire.

INT. JEDI TEMPLE – DETENTION BLOCK – ANAKIN'S CELL

The distant sounds of the battle can be heard. The lights flicker and die and ANAKIN is plunged into total darkness.

INT. JEDI TEMPLE – DETENTION BLOCK – CORRIDOR

Slowly, ANAKIN uses the Force to slide his cell door open. He races out of the cell and down the corridor.

INT. JEDI TEMPLE – HANGAR BAY – NIGHT

DOZENS OF JEDI scramble to the various ships as DOZENS OF CLONE TROOPERS burst into the bay. YODA and SHAAK TI are doing their best to provide cover for the JEDI boarding the ships.

SHAAK TI: Skywalker is still locked up in the detention block.

YODA: Leave him we must. Too dangerous it will be to attempt a rescue.

After the last of the JEDI board the shuttle, SHAAK TI and YODA climb onboard.

EXT. JEDI TEMPLE – NIGHT

As the Jedi craft exit the hangar bay they immediate come under fire from clone fighters and gunships. Many of them are shot down.

EXT. CORUSCANT – SPACE

As the Jedi craft make it out to space they fare much worse. In addition to the clone fighters they must now contend with Republic destroyers as well. Only a small number of Jedi craft make it to hyperspace.

INT. JEDI SHUTTLE – MAIN HOLD

YODA looks about the hold at the OTHER JEDI. Many of them are badly wounded.

INT. CORUSCANT - PADMÉ'S APARTMENT - EVENING

C-3PO and PADME look out the apartment window. Off in the distance, the ensuing battle at the Jedi Temple can be seen.

THREEPIO: Don't worry, My Lady. I am sure Anakin will be all right.

PADMÉ bursts into tears.

INT. JEDI TEMPLE – ATRIUM

A lone JEDI fights valiantly against a DOZEN CLONE TROOPERS. ANAKIN enters the room just as the JEDI is gunned down. Using the Force, ANAKIN calls the fallen Jedi's weapon to his hand. The CLONE TROOPERS direct their fire at this new target. ANAKIN charges forward, taking out several of the CLONE TROOPERS, but the blaster fire becomes too intense and he is forced to take cover.

Suddenly, the blaster fire stops. ANAKIN peeks out from his cover to see the CLONE TROOPERS all standing at attention. A shadowy, cloaked figure enters the room. It's PALPATINE.

PALPATINE: Anakin…it's good to see you weren't harmed.

PALPATINE steps into the light to reveal the twisted visage of DARTH SIDIOUS.

ANAKIN: Chancellor? What happened to you?

PALPATINE: There's been a rebellion. It's just as I told you…the Jedi tried to seize control of the Republic. They attempted to assassinate me. Their kind is no longer to be trusted. But I know I can make an exception with you. Since the Jedi Council didn't trust you, I believe you are the only Jedi with no knowledge of this plot.

ANAKIN: I…I don't know what to think anymore.

PALPATINE: The Jedi don't trust you, Anakin. They see your future. They know your power will be too strong to control. Anakin, you must break through the fog of lies the Jedi have created around you. Let me help you to know the subtleties of the Force.

ANAKIN: How do you know the ways of the Force?

PALPATINE: My mentor taught me everything about the Force…even the nature of the dark side.

They stop.

ANAKIN: You know the dark side?

PALPATINE: Anakin, if one is to understand the great mystery, one must study all its aspects, not just the dogmatic, narrow view of the Jedi. If you wish to become a complete and wise leader, you must embrace a larger view of the Force. Be careful of the Jedi, Anakin. They fear you. That is why they left you here. Let me train you. Only through me can you achieve a power greater than any Jedi. Learn to know the dark side of the Force.

ANAKIN: You're the Sith Lord!

ANAKIN ignites his lightsaber.

PALPATINE: Anakin, listen to me. Don't continue to be a pawn of the Jedi Council! Ever since I've known you, you've been searching for a life greater than that of an ordinary Jedi…a life of significance, of conscience.

ANAKIN: You're wrong!

PALPATINE: Are you going to kill me?

ANAKIN: I would certainly like to.

PALPATINE: I know you would. I can feel your anger. It gives you focus, makes you stronger.

ANAKIN raises his lightsaber to PALPATINE's throat. There is a tense moment. ANAKIN relaxes, and then turns off his lightsaber.

PALPATINE: Anakin, try not to be so naive. The Jedi want nothing to do with you. Help me destroy what remains of them and you and Padmé will be able to live out the rest of your lives together. Or you can go running back to your Jedi friends…the ones that will forbid you from seeing your wife. The ones that, even after all you've done for them, left you here to die. You have not yet begun to reach your full potential, Anakin. With proper training, you will become more powerful than any Jedi.

ANAKIN: Never.

PALPATINE: It is your destiny. You're free to go. Run off and join your friends. Soon you will discover the truth.

ANAKIN walks away. PALPATINE smiles with satisfaction.

EXT. APARTMENT BUILDING – MORNING

Endless streams of traffic fill the sky around the opulent structure.

INT. APARTMENT BUILDING – AMIDALA'S APARTMENT – MORNING

PADMÉ stares out the window at the battle-ravaged Jedi Temple. THREEPIO, ARTOO and DORMÉ are standing nearby. A holographic image of BAIL ORGANA stands before them.

PADMÉ: Master Yoda has asked that all senators sympathetic to the Jedi's cause do whatever they can to keep Palpatine's powers in check.

BAIL: What would the Jedi have us do?

PADMÉ: I'm not sure what we can do, but we need to contact any senators that would ally themselves with the Jedi. Later today, we'll meet to discuss what can be done.

BAIL: I'll be sure to be in attendance.

PADMÉ: I knew I could count on your support.

The holographic image of BAIL ORGANA disappears. The bell for the front door sounds. THREEPIO moves to answer the door. The door swings open and there stands ANAKIN SKYWALKER. He strides in past THREEPIO.

THREEPIO: Master Skywalker! Oh I'm so glad to see you. See, Artoo? I told you he would be all right.

ARTOO beeps a reluctant concession to THREEPIO. PADMÉ runs over to embrace ANAKIN.

PADMÉ: Anakin? How did you…

ANAKIN(interrupting): We have to leave Coruscant right away.

PADMÉ: I can't. The Senate is deciding whether or not the Chancellor will be granted control of the Separatists' assets. I have to try and convince the senate…

ANAKIN(interrupting): Your votes won't matter. With the Jedi being hunted down, fear will convince the Senators to vote in favor of the Chancellor's proposal.

PADMÉ: I promised Master Yoda I'd try. Perhaps I'll be able to at least delay the vote.

ANAKIN: Master Yoda never should have contacted you. He's put you in even greater danger.

PADMÉ: We're all in danger right now. The Jedi are hiding on Kashyyyk. Go there. I'll join you as soon as I can.

ANAKIN looks flustered.

PADMÉ(continuing): Don't worry. I'll be fine.

ANAKIN reluctantly nods in agreement. The two of them share a kiss before ANAKIN leaves.

THREEPIO: Oh my! My circuits can't handle this.

EXT. JEDI FIGHTER - CORUSCANT – SPACE

A Jedi fighter emerges from hyperspace and heads toward the planet.

INT. COCKPIT – JEDI FIGHTER – CORUSCANT – SPACE

OBI-WAN pilots his fighter toward the planet. A Republic destroyer sits in between the fighter and the planet.

OBI-WAN: Something's not right here, Arfour. Scan the area for anything unusual.

After a few moments, ARFOUR beeps a response.

OBI-WAN: Yes, I see that group of fighters coming towards us.

ARFOUR lets go with another series of beeps and whistles.

OBI-WAN: Why would they be targeting us?(into headset)Republic fighters, this General Obi-Wan Kenobi. Do you copy?

Eight clone fighters in front of OBI-WAN'S fighter are now clearly visible through his cockpit.

OBI-WAN: Raise shields.

The clone fighters let lose a hailstorm of laser fire on OBI-WAN'S fighter.

EXT. JEDI FIGHTER - CORUSCANT – SPACE

The clone fighters scream past OBI-WAN'S fighter, firing away. OBI-WAN makes some quick evasive maneuvers to avoid being hit. The clone fighters turn around to tail OBI-WAN. OBI-WAN steers his fighter planetside.

EXT. CORUSCANT – AFTERNOON

OBI-WAN'S fighter comes streaking through the atmosphere, followed closely by even more clone fighters. The JEDI's fighter darts through the enormous skyscrapers and dense city traffic. One of the clone fighters is able to connect with a laser shot and OBI-WAN'S fighter spins wildly out of control. The ejection seat pops out of the fighter just as a second wave of laser fire hits the fighter and completely destroys it.

Strapped into the ejection seat, OBI-WAN lands on the rooftop of an office building. Quickly, he undoes the straps and makes his way for the nearest doorway.

INT. CLONE FIGHTER – CORUSCANT

The CLONE PILOT circles the building, watching as OBI-WAN enters the office building.

INT. OFFICE BUILDING – HALLWAY

OBI-WAN rushes down the hall, trying his best to avoid running into the DOZENS OF PEOPLE that clog the hallway.

EXT. OFFICE BUILDING – LANDING PLATFORM

Two Republic gunships loaded with CLONE TROOPERS set down on a landing platform attached to the side of the building. The TROOPERS rush toward the building.

INT. OFFICE BUILDING – CENTRAL CHAMBER

Looking over the railing down to the main lobby area several floors below, OBI-WAN sees DOZENS OF CLONE TROOPERS beginning to pour into the building. The PEOPLE are startled and immediately run for cover. The CLONE TROOPER COMMANDER directs HIS TROOPS to begin searching the building.

Without warning, OBI-WAN leaps through the air, lightsaber drawn, and lands in the middle of the lobby. He quickly takes care of a couple of CLONE TROOPERS. The REST OF THE CLONE TROOPERS turn their blasters toward him and open fire. OBI-WAN fends off their attacks, but soon finds himself being overwhelmed and is forced back.

Suddenly, ANAKIN appears and uses the Force to throw SEVERAL CLONE TROOPERS to the ground. He then ignites his lightsaber and the TWO JEDI advance on the now outmatched CLONE TROOPERS, quickly cutting them down.

ANAKIN: It's a good thing I sensed you were in danger. Looks like I got here just in time.

OBI-WAN: This is madness! What's going on?

ANAKIN: You were right about Palpatine; he's the Sith Lord we've been looking for.

OBI-WAN: Well we've no time to discuss this now. We've got to get out of here before more troops arrive.

ANAKIN and OBI-WAN head for one of the exits.

EXT. SENATE BUILDING – DAY

The large, domed building glistens in the midday sun.

INT. SENATE CHAMBER – DAY

PALPATINE addresses the Senate from his central platform.

PALPATINE: Senators…citizens of the Republic, this is dark day for us all. Last night an attempt was made on my life.

The SENATORS gasp in astonishment.

PALPATINE(continuing): But these were not assassins hired by enemies of the Republic. They were the Republic's own Jedi Knights.

The SENATORS express their disbelief.

PALPATINE(continuing): As a result, I had no choice but to suspend all actions of the Jedi Order and place the Jedi under house arrest until a full investigation could be conducted. However, the Jedi chose instead to engage our forces in an open act of war. Their remaining members have fled Coruscant.

A congressional box carrying MON MOTHMA, the senator from Chandrila, floats into the center of the chamber.

MON MOTHMA: With all due respect, Chancellor, these allegations are hard to believe. Why would the Jedi want to assassinate the Supreme Chancellor of the Republic?

PALPATINE: I cannot begin to image what it was that encouraged the Jedi to engage in such a horrific act. I'm as shocked as anyone that the Jedi would do such a thing. However, might I remind everyone that Count Dooku, who still remains at large, was once an esteemed member of the Jedi Order. If such a highly regarded member of the Order could turn on the Republic then we must consider the possibility that others might do the same. Now more than ever we need a strong central ruler that can lead us through these dark times and restore order to the galaxy. We need an Emperor, not a Supreme Chancellor. We need an Empire, not a Republic. Senators, I strongly encourage you to rethink your votes on this very critical matter before us. Every living being in the galaxy will be affected by the choices we make today.

A MAJORITY OF THE SENATORS applaud PALPATINE'S remarks. A congressional box carrying PADMÉ, JAR JAR, THREEPIO and TWO HANDMAIDENS glides into the center of the chamber.

PADMÉ: My fellow Senators, it has been brought to my attention that the Jedi had obtained information indicting several members of this body of conspiring against the Republic. The Supreme Chancellor was one of the people under suspicion of aiding the Separatists.

The SENATORS are taken aback by PADMÉ'S accusations. Many of them boo.

PALPATINE: Senator Amidala, that's preposterous. Are you accusing me of deliberately trying to undermine my own position?

PADMÉ: Of course not, Chancellor. However, due to the circumstances, I suggest that this referendum be postponed until the facts become clear.

Another congressional box, this one carrying SENATOR ORN FREE TAA, floats into the chamber.

ORN FREE TAA: The Jedi have fled. If they were innocent of any wrongdoing then why didn't they stay to answer these charges? Where is the evidence that they allegedly had? I see no reason to postpone the vote. The galaxy needs order now.

The vast MAJORITY OF SENATORS voice their agreement. PADMÉ hangs her head in despair. A slight smile appears on PALPATINE'S face.

EXT. CORUSCANT – ALLEYWAY - DAY

TWO MEN lie unconscious and stripped down to their undergarments. Close by stand ANAKIN and OBI-WAN. They proceed to put on the last of the COMMONER'S clothes.

ANAKIN: Should we just leave them here?

OBI-WAN: They'll be fine once they come to. We'll need to come up with aliases for the time being. From now on, refer to me as Ben.

ANAKIN: I think I'll go with Luke.

OBI-WAN: Luke?

ANAKIN: It's a good name for a boy.

OBI-WAN: All right then…Luke it is.

ANAKIN: I'm not sure what we can do about Palpatine.

OBI-WAN: We? This is none of your concern. You're no longer a Jedi. If you show up on Kashyyyk, the council will have you held there by the local authorities.

ANAKIN: But you need my help.

OBI-WAN: We'll manage just fine without you.

ANAKIN: You're being unreasonable.

OBI-WAN: I'm very disappointed with you. After all that you've done…and I'm being unreasonable?

ANAKIN: What about the prophecy?

OBI-WAN: I'm not concerned with that. Right now my only concern is trying to find a way to stop the Sith.

ANAKIN: I guess Palpatine was right then.

OBI-WAN: Palpatine?

ANAKIN: He told me the Jedi would betray me.

OBI-WAN: Anakin, I don't know what kind of mind poison that man has been feeding you, but I suggest you get it out of your head before it causes you any more harm.

ANAKIN: I'm not your Padawan anymore!

OBI-WAN: Well perhaps you should be. There are obviously a few things that you never learned. Now unless you want to make your situation worse I suggest you do as I say.

ANAKIN: You don't know what it's like to be in love.

OBI-WAN: That's because I'm a Jedi. Attachments are forbidden to us.

ANAKIN: You can't stop me from seeing her.

OBI-WAN: Anakin, I really don't have time for this. Don't make things any more difficult for me than they already are.

ANAKIN sees the seriousness in OBI-WAN'S eyes and angrily concedes.

EXT. SENATE BUILDING – EARLY EVENING

Shadows fall across the domed structure as the sun begins to set.

INT. CORUSCANT – SENATE BUILDING – CONFERENCE ROOM

PADMÉ, HER TWO HANDMAIDENS, JAR JAR, THREEPIO, ARTOO, BAIL ORGANA, and TWO DOZEN OTHER SENATORS sit in the large amphitheatre-like room.

PADMÉ: The Jedi are innocent. Of that I'm certain.

SENATOR ANAKARA TABRAK, a Mon Calamari, turns to address PADMÉ.

ANKARA: I agree, Senator. However, until we have proof there is nothing we can do.

MON MOTHMA: And even then we may have trouble gathering the necessary votes to remove Palpatine from power. I'm afraid there are more senators that will side with our new Emperor than the Jedi.

PADMÉ: Then we must form a military alliance against Palpatine and his Empire.

SENATOR GARIM ANDUR of Corellia steps forward.

GARIM ANDUR: What good will that do? Even with all our fleets combined, we will be no match for the Imperial fleet.

BAIL ORGANA: And what of worlds like Alderaan? We're a peaceful people with no weapons. Open rebellion would be suicide.

PADMÉ: All our operations would have to be conducted with the utmost secrecy. If we established a single base capable of moving from system to system we could coordinate all our efforts without fear of retribution. That would allow us to maintain a good standing with this Galactic Empire.

SENATOR GIDDEAN DANU of Andora addresses the SENATORS.

GIDDEAN DANU: As powerful as Palpatine is, without the cooperation of the Senate, he will not be able to maintain control. If we can convince enough senators to join us, we could remove him from power.

PADMÉ: The Naboo owe a great deal to the Jedi. I'm sure that my people will gladly lend their support.

BAIL ORGANA: Alderaan will certainly do whatever it can to help.

PADMÉ: If there are any senators that are unwilling to take this risk, then it's best that they speak now.

The room is silent.

MON MOTHMA: Then it is settled. Let's just hope that this rebel alliance will be enough to stand against this empire.

PADMÉ'S comlink begins beeping. She switches it on and a small holographic image of CAPTAIN TYPHO appears.

TYPHO: Senator Amidala, a warrant has been issued for your arrest. They must have intercepted part of your message from Yoda.

The OTHER SENATORS are shocked by this pronouncement.

PADMÉ: I've done nothing wrong.

BAIL: Senator, that may be true, but if Palpatine is as dangerous as the Jedi say he is, turning yourself in may not be a wise move. If you're interrogated you could be made to reveal our plans as well as the location of the Jedi.

PADMÉ: I can't just flee.

MON MOTHMA: Senator Organa does have a point. I don't think we can trust this Empire to do what's right.

BAIL: Go to Kashyyyk and stay with the Jedi Knights. They should be able to protect you until we can resolve this matter.

PADMÉ silently contemplates her decision.

TYPHO: Senator?

PADMÉ: Have my ship ready to leave.

JAR JAR: Mesa got a berry bad feelin bout dissen.

INT. NABOO – NABOO CRUISER – COCKPIT – DAY

OBI-WAN and ANAKIN are readying the cruiser for flight. Suddenly, ANAKIN freezes.

OBI-WAN: What is it?

ANAKIN: Padmé's in trouble. It's Palpatine. We've got to help her.

OBI-WAN: We're not going anywhere.

ANAKIN: But she's in danger!

OBI-WAN: That may be, but I have more important matters to consider. This is exactly why attachments are forbidden to Jedi. Your feelings for Padmé have clouded your judgment.

ANAKIN: I'm going to help her.

OBI-WAN: You'll do no such thing.

ANAKIN: Try and stop me.

OBI-WAN: Anakin, don't make things any worse for yourself than they already are.

ANAKIN walks out of the cockpit. OBI-WAN chases after him.

INT. NABOO CRUISER – ENTRYWAY

ANAKIN heads for the entry ramp. OBI-WAN is close behind.

OBI-WAN: Anakin, this is the last time I'm going to…

ANAKIN uses the Force to smash OBI-WAN into the wall. ANAKIN then exits the ship.

EXT. CORUSCANT - LANDING PLATFORM - DAY

ANAKIN walks to the platform's edge. OBI-WAN emerges from the ship just in time to see ANAKIN leap off the platform.

INT. AIR TAXI - CORUSCANT

The TAXI'S PILOT nearly loses control of his the vehicle as ANAKIN lands in the backseat.

ANAKIN(waves hand)Take me to the Senate.

TAXI PILOT: I will take you to the Senate.

INT. SENATE STARPORT – CORRIDOR ENTRANCE

A DOZEN CLONE TROOPERS enter the corridor, blasters at the ready. Up ahead, a group of NABOO GUARDS and SEVERAL HANDMAIDENS surround SENATOR AMIDALA.

CLONE TROOPER: Freeze! Hands up!

The GROUP complies with the CLONE TROOPER'S demands. The CLONE TROOPERS encircle the GROUP. The GUARDS step aside to reveal a DECOY instead of Senator Amidala.

INT. SENATE STARPORT – HANGAR BAY

PADMÉ, TWO HANDMAIDENS (DORMÉ and ELLÉ), JAR JAR, ARTOO, THREEPIO enter the hangar bay. Inside sits a Naboo cruiser. CAPTAIN TYPHO and SEVERAL NABOO GUARDS stand near the boarding ramp.

CAPTAIN TYPHO: Everyone get onboard. Quickly!

PADMÉ and HER ENTOURAGE enter the Naboo cruiser. The ramp closes and the starship heads off into the sky.

EXT. SENATE STARPORT – EVENING

An air taxi approaches the starport. ANAKIN points toward the hangar bay that had been previously occupied by the Naboo cruiser.

ANAKIN: Set down there.

INT. SENATE STARPORT – HANGAR BAY

The air taxi sets down in the hangar bay. ANAKIN exits the air taxi, which then flies away. From out of the shadows emerges COUNT DOOKU.

COUNT DOOKU: Master Skywalker…I thought I might find you here.

ANAKIN ignites his lightsaber.

COUNT DOOKU: It would be wise of you to lower your weapon. I did not come here to fight.

ANAKIN: Well maybe I did.

COUNT DOOKU: If your presence here is discovered you'll have no chance of helping Padmé.

ANAKIN switches off his lightsaber.

ANAKIN: What do you want, Dooku?

COUNT DOOKU: I need your help. The prophecy has almost been fulfilled. The Jedi have paid a high price for their apathy. Soon the power of the Sith will be absolute. That is why I left the Order so many years ago. The Jedi were unwilling to act. As the Republic rotted from within, they sat in their Temple unwilling to put an end to the corruption. Now that the Jedi are on the verge of extinction and the most corrupt politicians have been exposed, it's time to establish a new government. Darth Sidious is strong, but together we can destroy him. We can establish a new orderone that does not allow such treachery to go unchecked. We can bring balance to the Force.

ANAKIN: Forget it, Dooku. I've had enough of your tricks.

COUNT DOOKU: Search your feelings, Anakin. You know what I say is true.

ANAKIN: Where's Padmé?

COUNT DOOKU: I'm afraid I don't know. This was my master's doing, not mine.

ANAKIN starts to walk away.

ANAKIN: Then I guess I'll have to ask him.

COUNT DOOKU: He's expecting you. Be warned, Anakin…Lord Sidious will offer you assistance, but the price will be high.

ANAKIN looks at DOOKU as if he doesn't know what to make of what was just said.

EXT. CORUSCANT – OLD TOWN – EVENING

COUNT DOOKU'S shuttle approaches an open hangar on the side of an abandoned building.

INT. ABANDONED BUILDING – DARTH SIDIOUS' CHAMBER – EVENING

DARTH SIDIOUS sits at his throne. There are TWO ROYAL GUARDS by the door. COUNT DOOKU and ANAKIN enter the room.

DARTH SIDIOUS: So, my young Jedi, you have decided to return. Leave us.

The TWO GUARDS exit the room.

ANAKIN: Where is she? If you harm her…

DARTH SIDIOUS(interrupting): An arrest warrant was put out for Senator Amidala. However, she has eluded capture and fled the planet. Her current whereabouts are unknown to me. But perhaps your Jedi friends would know where to find her.

ANAKIN turns to leave.

DARTH SIDIOUS: They'll not let you see her. By now you must know that. Let me help you, Anakin.

ANAKIN: I don't need your help.

DARTH SIDIOUS: Oh…but you do. There is a fleet here in the system. Take it. You will have so much power at your disposal the Jedi won't dare to stand in your way.

ANAKIN: I will not kill Jedi.

DARTH SIDIOUS(laughs): That will not be necessary. The mere threat of force will be enough for you to get that which you desire.

ANAKIN stands in silence, contemplating DARTH SIDIOUS' proposal.

EXT. KASHYYYK – SPACE

A Naboo cruiser makes its way toward the lush jungle world of Kashyyyk.

EXT. WOOKIEE OUTPOST – SPACEPORT – DAY

Kashyyyk is almost entirely covered by trees that stand thousands of meters tall. The outpost is made up of dozens of buildings and landing platforms built into the tree sides connected by bridges and walkways. The Naboo cruiser sets down on one of the landing platforms. PADMÉ, TWO HANDMAIDENS, JAR JAR, CAPTAIN TYPHO, THREEPIO and ARTOO exit the cruiser. OBI-WAN greets them.

OBI-WAN: Senator Amidala, I'm glad to see that you're safe.

PADMÉ: Is Anakin here?

OBI-WAN(hesitates): Anakin sensed that you were in danger. He rushed off to help you.

PADMÉ is horrified.

OBI-WAN: Padmé, you mustn't worry about Anakin. He's plenty capable of taking care of himself. The business at hand is vitally important. It's crucial that we all remain focused.

JAR JAR: Are yousa Jedi gonna be rescuin' Annie?

OBI-WAN: I don't know, Jar Jar.

THREEPIO: I do hope that it's safe here.

OBI-WAN: Don't worry. We've been extra cautious that this meeting remains a secret. But don't wander off into the forest. Kashyyyk is known for its predators.

PADMÉ: What is the current situation, Master Kenobi?

OBI-WAN: A large number of Jedi appear to have been killed by their clone troopers. The ones we've been able to contact have made their way here. We've been debating what further action to take.

INT. CORUSCANT – ABANDONED BUILDING – DARTH SIDIOUS' CHAMBER – NIGHT

DARTH SIDIOUS sits at his throne. The door slides open and in walks COUNT DOOKU.

DARTH SIDIOUS: Lord Tyranus…has the fleet left for Kashyyyk?

COUNT DOOKU: Yes, my master. The boy has tremendous power. Are you sure we can trust him?

DARTH SIDIOUS: Once Skywalker experiences the full power of the force he will not need to be lured to the dark side…he will come willingly.

EXT. KASHYYYK – JEDI OUTPOST – AUDITORIUM - DAY

The large structure is built halfway up the gigantic tree. It looks as though it has been abandoned for some years.

INT. AUDITORIUM – DAY

The auditorium's seats are filled with DOZENS OF JEDI as well as DOZENS OF WOOKIEES, including CHEWBACCA. PADMÉ and HER ENTOURAGE, along with OBI-WAN, enter the room and grab seats. MACE WINDU steps forward to quiet the crowd.

MACE WINDU: As you already know this is a very serious matter. The fate of the entire galaxy now depends on us.

YODA: Strong are the Sith. Stronger we must be.

KI-ADI-MUNDI: We can't attack the Sith while they remain on Coruscant. There aren't enough of us to challenge the Empire's forces. And no doubt the Sith would foresee us coming.

YODA: Leave Palpatine to the politicians we will.

MACE WINDU: Senator Amidala?

PADMÉ: A number of senators have agreed to form a Rebel Alliance to challenge Palpatine both politically and militarily.

SHAAK TI: But even the combined power of a handful of systems won't be enough to challenge this Empire.

MACE WINDU: That is why we are going to infiltrate the Empire's production facilities on the planet Rothana. If we can disrupt the Imperial war machine, we'll give these rebel worlds a fighting chance.

The harrowed voice of a WOOKIEE over an intercom blasts across the room. The WOOKIEES immediately reach for their weapons. MACE notices a somber look on YODA'S face.

YODA: Found us, they have.

EXT. KASHYYYK – SPACE

An Imperial starfleet approaches the planet.

INT. ANAKIN'S DESTROYER – BRIDGE

ANAKIN stands before the viewport, looking out at the planet's surface. ADMIRAL VIKERT, an Imperial officer, walks over to him.

VIKERT: General Skywalker, we've sent your message as you requested. Still no reply.

ANAKIN: Keep trying, Admiral.

LIEUTENANT: Admiral, our ground assault vehicles have begun launching.

VIKERT: Thank you, Lieutenant.

ANAKIN: I didn't tell you to launch a ground assault.

VIKERT: But sir, those were the orders.

ANAKIN: Orders from who? I'm in command here.

VIKERT: Emperor Palpatine. The CLONE TROOPERS were given strict orders to engage all forces encountered here.

ANAKIN: Call off the assault…now!

VIKERT: I'm afraid I can't do that, sir.

ANAKIN raises his hand and clenches his fist and ADMIRAL VIKERT begins choking. He drops to his knees, grasping at his throat.

ANAKIN(enraged): Call off the assault!

VIKERT(choking): The clone trooper commanders were given direct orders. I can't recall them.

ADMIRAL VIKERT stops choking and collapses to the deck, gasping for air. ANAKIN storms off the bridge.

EXT. AUDITORIM – DAY

The DELEGATES and the JEDI begin to pour out of the building and make their way to their starships.

EXT. KASHYYYK – DAY

Dozens of gunships loaded with CLONE TROOPERS race across the treetops toward the outpost.

EXT. ABANDONED OUTPOST – SPACEPORT – DAY

The gunships drop down onto the landing platform and the CLONE TROOPERS quickly file out of the vehicles. CLONES riding airspeeders maneuver through the thick foliage toward the JEDI. The JEDI move quickly to engage the CLONE TROOPERS.

YODA, OBI-WAN, PADMÉ, HER HANDMAIDENS, CAPTAIN TYPHO, JAR JAR, THREEPIO, and ARTOO head for the Naboo cruiser.

OBI-WAN(to Padmé): Stay behind me.

A WOOKIEE fires at one of the airspeeders, which flies out of control and crashes into the Naboo cruiser, setting off an EXPLOSION. The cruiser is badly damaged.

TYPHO: We won't be able to take off in that thing. Now what?

OBI-WAN scans the area and spots another starship several platforms over.

OBI-WAN: Over there.

The GROUP changes direction and heads for the Wookiee cruiser.

As the battle wages on, MANY JEDI fall to laser fire. A FEW JEDI reach their starships and take off. WOOKIEE escort fighters and gliders engage the gunships and airspeeders. Spider-like Imperial assault vehicles cling to the sides of the trees, their guns target the starships. A starship takes off and is immediately shot from the sky.

PADMÉ AND COMPANY come under heavy fire. DORMÉ is killed.

PADMÉ: Dormé!

PADMÉ runs back for her, but she is stopped by CAPTAIN TYPHO.

TYPHO: Senator, we must keep moving.

PADMÉ: No!

TYPHO forces PADMÉ to continue moving forward.

EXT. KASHYYYK – SPACEPORT LANDING PAD

An Imperial fighter lands next to the damaged Naboo cruiser. ANAKIN exits the fighter. He searches the battlefield for PADMÉ, calling out her name. MACE WINDU sees ANAKIN and approaches him.

MACE WINDU: Traitor! You led the Sith right to us!

ANAKIN: Where's Padmé?

MACE: Stand down immediately, Skywalker!

ANAKIN: Get out of my way.

MACE raises his lightsaber into an en guard position.

MACE: I'm not going to ask you again.

ANAKIN: I'm not leaving without her.

MACE: Then you have chosen your fate.

MACE swings at ANAKIN who quickly ignites his own lightsaber just in time to parry the blow.

EXT. KASHYYYK – SPACEPORT - BRIDGE

PADMÉ and COMPANY reach the bridge that leads to the Wookiee cruiser. Just then, a strategic hit takes out the bridge's main support. EVERYONE grabs on for dear life as the bridge snaps and swings toward the far side. PADMÉ, ARTOO and THREEPIO stand at the edge, looking across at the others.

THREEPIO: Oh no! We're done for!

ARTOO beeps his indifference before activating his rockets and flying off to the other platform.

THREEPIO: Show off!

OBI-WAN: Don't worry, Padmé. I'll come get you.

As the GROUP climbs up the broken walkway, a GOOROG (a large ape-like predator) climbs toward them. It locks in first on JAR JAR, JAR JAR leaps over to a vine and tosses himself in the air, using his amazing agility to dodge the CREATURE'S attacks.

The GOOROG then turns its attention to OBI-WAN. As the GOOROG gets within range, OBI-WAN uses the Force to leap up to the platform and out of the GOOROG'S path.

The GOOROG then heads for CAPTAIN TYPHO. YODA appears in front of the GOOROG and uses the Force to lift the CREATURE completely off the tree. Just then, an airspeeder rounds the tree and the PILOT finds himself heading straight for the GOOROG, which is now suspended in midair. The vehicle spins out of control, sending the DRIVER into the forest below.

The airspeeder lands next to OBI-WAN, who quickly jumps on. OBI-WAN proceeds to fly about, shooting down CLONE TROOPERS and other airspeeders.

Helplessly, PADMÉ and THREEPIO stand watching as the OTHERS climb up the broken walkway to the other platform. A GROUP OF CLONE TROOPERS is making its way toward PADMÉ.

THREEPIO: Oh no! Here they come!

CLONE TROOPER: Don't move!

Just then, OBI-WAN'S airspeeder flies in front of PADMÉ and guns down SEVERAL TROOPERS. He flips off the bike and quickly takes care of the rest of them with his lightsaber. OBI-WAN then returns to the airspeeder.

OBI-WAN: Jump on. Quickly!

PADMÉ and THREEPIO jump on the back of the airspeeder and the three of them take off.

EXT. KASHYYYK – LANDING PAD

ANAKIN and MACE fight a furious battle across the landing pad. ANAKIN lands a solid kick into MACE'S chest, which causes the JEDI MASTER to loose grip of his lightsaber as he falls to the ground. ANAKIN uses the Force to send MACE'S lightsaber flying off the platform. From his defenseless position, MACE stares up at ANAKIN.

ANAKIN: I'm going now.

As ANAKIN turns to leave, a JEDI PADAWAN leaps in front of him and attacks. Reflexively, ANAKIN moves his lightsaber, cutting the PADAWAN down instantly. ANAKIN looks down upon the dead PADAWAN in horror and then turns to MACE.

ANAKIN: Look what you've made me do!

MACE calls the fallen PADAWAN'S lightsaber to his hand as he leaps to his feet and charges ANAKIN.

EXT. KASHYYYK – LANDING PLATFORM

YODA, CAPTAIN TYPHO and JAR JAR finally reach the landing platform with the Wookiee cruiser. Quickly, they head for the ship. CLONE TROOPERS on the other platform fire at the group. The airspeeder carrying OBI-WAN, PADMÉ and THREEPIO lands on the platform and they quickly board the cruiser. CAPTAIN TYPHO is wounded by blaster fire and slowly drags himself onto the boarding ramp as it closes.

INT. WOOKIEE CRUISER – COCKPIT

ARTOO is waiting as OBI-WAN enters the cockpit. OBI-WAN takes the controls and pilots the cruiser through takeoff. As the ship swings around, OBI-WAN sees the lightsaber battle between MACE and ANAKIN on a distant landing pad.

OBI-WAN: Anakin?

EXT. KASHYYYK – LANDING PAD

MACE lunges for ANAKIN, who easily deflects the attack. ANAKIN'S follow through brings his blade across MACE'S chest. The JEDI MASTER'S lifeless body falls to the ground.

OBI-WAN: No!

Dazed, OBI-WAN directs the cruiser towards the sky.

EXT. KASHYYYK – SPACEPORT

An Imperial assault vehicle fires on the fleeing Wookiee cruiser. After landing several shots, CHEWBACCA fires a shoulder-mounted missile at the vehicle. The ensuing explosion causes the vehicle to fall away from the tree into the forest below.

EXT. KASHYYYK – SPACE

The Wookiee cruiser zooms away from the planet toward the Imperial fleet. Several cruisers and starfighters that have fled the battle are engaged with Imperial fighters.

INT. WOOKIEE CRUISER – COCKPIT

YODA watches as OBI-WAN heads straight into the thick of the fleet.

OBI-WAN: Hang on. This may get a little rough.

EXT. KASHYYYK – SPACE

The Wookiee cruiser comes under intense fire from Imperial starships. The fleeing ships are destroyed. Soon only the Wookiee cruiser remains.

INT. WOOKIEE CRUISER – COCKPIT

Warning sirens begin to sound in the cockpit.

OBI-WAN: The shields are failing!

EXT. KASHYYYK – SPACE

Imperial ships continue to fire away at the Wookiee cruiser. In a flash, the ship disappears into hyperspace.

EXT. KASHYYYK – SPACEPORT

The CLONE TROOPERS capture SEVERAL WOOKIEES, including CHEWBACCA. They hustle the PRISONERS into the gunships. ANAKIN surveys the battlefield, searching for signs of PADMÉ. He comes across the body of DORMÉ. A CLONE TROOPER COMMANDER approaches ANAKIN.

CLONE TROOPER COMMANDER: General Skywalker, the last of the survivors has been rounded up…still no sign of Senator Amidala.

ANAKIN: Conduct a sweep of the surrounding area. Take any prisoners back to the fleet and begin interrogations.

CLONE TROOPER COMMANDER: Right away.

ANAKIN looks off in despair as the COMMANDER walks away.

INT. WOOKIEE CRUISER – MAIN HOLD

CAPTAIN TYPHO has been badly wounded. He staggers and then falls to the ground. PADMÉ rushes to his side.

PADMÉ: He's hurt.

TYPHO: Don't worry about me. Stay safe.

CAPTAIN TYPHO dies. Tears fall from PADMÉ'S eyes as she holds his head in her hands.

YODA: A terrible tragedy this has been.

OBI-WAN: It…it was Anakin. Anakin told them where to find us. I saw him kill Master Windu.

JAR JAR: Oh no! Not Annie!

PADMÉ: No. He would never…

YODA(interrupting): Clouded your judgment is. Trust your feelings on this matter you cannot.

OBI-WAN: I'm sorry, Master. This is my fault. I've failed. I should have never taken on Anakin's training.

YODA: Blame yourself you need not. Consider the future we must.

PADMÉ suddenly lurches forward in pain.

THREEPIO: Miss Padmé, are you all right?

PADMÉ

It's starting.

EVERYONE looks at PADMÉ with great concern.

EXT. CORUSCANT – SPACE

ANAKIN'S fleet arrives back at Coruscant. A lone fighter exits the destroyer and heads toward the planet's surface.

EXT. CORUSCANT – OLD TOWN – NIGHT

The fighter maneuvers through the old, abandoned section to a dilapidated building where it lands.

INT. CORUSCANT – ABANDONED BUILDING – DARTH SIDIOUS' CHAMBER – NIGHT

ANAKIN enters the room. COUNT DOOKU stands near DARTH SIDIOUS, who sits at his throne.

DARTH SIDIOUS: Welcome back, young Skywalker.

ANAKIN(furious): I'm going to kill you both for what you did…for what you made me do.

ANAKIN'S eyes fill with rage. He ignites his lightsaber and attacks DOOKU.

COUNT DOOKU: Give in to the dark side. You have anger, you have hate, but you do not use them.

ANAKIN'S eyes glow yellow. His anger makes him more powerful than ever. DOOKU is outmatched. With a powerful blow, ANAKIN knocks away DOOKU'S parry and slices through DOOKU'S hands. Weaponless, DOOKU cowers on the ground beneath ANAKIN. SIDIOUS cackles with delight.

DARTH SIDIOUS: Good, Anakin, good. Kill him. Kill him now.

ANAKIN raises his saber and finishes off DOOKU with one mighty stroke. ANAKIN then turns towards SIDIOUS. The DARK LORD raises his hand and ANAKIN collapses to the ground.

DARTH SIDIOUS: You are weak, but with my guidance you will become strong. Now…fulfill your destiny and take your place at my side.

SIDIOUS releases ANAKIN from his Force grip. ANAKIN can barely move. He kneels before PALPATINE.

ANAKIN: I will do whatever you ask.

DARTH SIDIOUS: Good.

ANAKIN: Just help me find Padmé. I can't live without her.

ANAKIN: I pledge myself to your teachings. To the ways of the Sith.

DARTH SIDIOUS: Good. Good. The Force is strong with you. A powerful Sith you will become. Henceforth, you shall be known as Darth…Vader.

INT. WOOKIEE CRUISER – SLEEPING QUARTERS

PADMÉ lies in bed, cradling a BABY GIRL in her arms. JAR JAR stands close by holding a BABY BOY. OBI-WAN, YODA, THREEPIO and ARTOO are also in the room.

OBI-WAN: Anakin is the father, isn't he?

PADMÉ: I'm sorry. I couldn't tell anyone. I didn't want to cause problems.

YODA: Fortunate we may be. Strong in the Force are these two…like their father. The last hope for the galaxy they may be.

PADMÉ: I don't understand.

YODA: The last of the Jedi we are. Win the war you might, but only a Jedi will be able to defeat the Sith.

OBI-WAN: Anakin will come looking for his children.

YODA: Then hide them we must. Separate them we should to better our chances.

PADMÉ: I will not give up my children.

YODA: Understand your pain, I do. But think you must about the future. If Palpatine finds your children destroy them he will. Or even worse, turn them to the dark side.

OBI-WAN: Let us at least hide one of the children.

PADMÉ hangs her head in sorrow.

EXT. ALDERAAN – SPACE

A Wookiee cruiser heads for the planet.

EXT. ALDERAAN – CAPITAL CITY – DAY

The Wookiee craft flies above a vast sea. The capital city of Alderaan appears on the horizon. The starship flies through the city and comes to rest on a landing platform near the royal palace. BAIL ORGANA, QUEEN AURELIA ORGANA and SEVERAL SERVANTS are there to greet the new arrivals (PADMÉ, OBI-WAN, JAR JAR, THREEPIO, ARTOO and YODA).

BAIL ORGANA: I take it your gathering on Kashyyyk didn't go as planned.

OBI-WAN: Palpatine's forces ambushed our summit. We were hoping we could take refuge here for now.

BAIL ORGANA: This is my wife, Queen Aurelia Organa. These are Jedi Masters Obi-Wan Kenobi and Yoda, Senator Padmé Amidala and Representative Jar Jar Binks of Naboo.

OBI-WAN: A pleasure to meet you, Queen Organa.

JAR JAR: Ello.

AURELIA ORGANA: It's a pleasure to meet you all. Especially you, Master Kenobi. I can't thank you enough for liberating our planet.

OBI-WAN: You give me far too much credit, your highness.

AURELIA ORGANA: Just like a Jedi to be modest.

YODA: Much to discuss we have.

INT. ROYAL PALACE – THRONE ROOM – DAY

QUEEN ORGANA sits on her throne. YODA, OBI-WAN, JAR JAR, PADMÉ, THREEPIO, and ARTOO stand before them.

AURELIA ORGANA: It would appear as though Palpatine has won. He's just declared himself Emperor of the Galactic Empire.

OBI-WAN: All hope has not been lost yet. If we can disrupt the Empire's industrial operations on Rothana the Rebel Alliance might stand a chance.

YODA: Destroy the Sith, we must. Return to Coruscant I will to visit our new Emperor.

OBI-WAN: What about Count Dooku?

YODA: Dead he is. Only two Sith there are…never three.

OBI-WAN: Anakin…

YODA: Hard for you to accept this is, but accept it you must. Twisted by the dark side of the Force young Skywalker has become.

OBI-WAN: That can't be. He is the Chosen One.

YODA(interrupting): Rely on prophecies we cannot. Do not underestimate the power of the dark side or lost all hope will be.

EXT. CAPITAL CITY – LANDING PLATFORM – EVENING

An Alderaanian cruiser and a tramp freighter are parked on the landing platform. OBI-WAN, YODA, JAR JAR, PADMÉ, THREEPIO, and ARTOO stand in the middle of the starships. PADMÉ is pushing a floating stroller with LUKE and LEIA.

PADMÉ: I'm going to take one of the twins to Tatooine. I'm sure Anakin's stepfamily will agree to take one of them in.

OBI-WAN: Are you sure it's safe there?

PADMÉ: They're good people. Besides, I don't think Anakin would ever want to go back there. He has too many painful memories.

PADMÉ stops at the edge of the cruiser's ramp. She stares down at her two children and begins to cry.

PADMÉ: How do I decide?

OBI-WAN picks up LUKE and hands him to PADMÉ.

OBI-WAN: I'll do my best to make sure the two of you are reunited.

PADMÉ gives OBI-WAN an unconvincing nod. OBI-WAN turns and walks away.

PADMÉ: Master Kenobi?

OBI-WAN stops and turns around. For a moment PADMÉ is silent.

PADMÉ: May the Force be with you.

OBI-WAN gives PADMÉ a look of understanding as he makes his way to his ship. JAR JAR, THREEPIO and ARTOO approach PADMÉ.

JAR JAR: Yousa sure yousa no wanten mesa to be goen wif?

PADMÉ: Yes, Jar Jar. I'll be fine.

THREEPIO: Don't worry, Miss Padmé. We'll take good care of Leia while you're gone.

ARTOO whistles his assurances.

THREEPIO: Oh really, Artoo! What do you know about taking care of babies?

ARTOO issues an indignant reply. PADMÉ boards the cruiser. OBI-WAN walks over to YODA.

YODA: On us all this depends. May the Force be with you.

OBI-WAN: Thank you, Master. May the Force be with you.

OBI-WAN boards the freighter. YODA and BAIL board an Alderaanian blockade runner. The Alderaanian cruiser lifts off, followed closely by the tramp freighter and the blockade runner.

INT. CORUSCANT - CHANCELLOR'S OFFICE – NIGHT

DARTH SIDIOUS sits behind his desk. ANAKIN stands before him.

ANAKIN: What is thy bidding, my Master?

DARTH SIDIOUS: You must go to Rothana and meet with Governor Tarkin. I have recently put him in charge of our most important project.

A holographic image of the Death Star appears in the center of the room.

DARTH SIDIOUS(continued): It is a battle station capable of destroying entire worlds. Once it is complete every star system will cower with fear and the regional governors I have appointed will replace the Senate. The Jedi will try to sabotage its construction…I have foreseen it. Do not let them interfere with our operations.

ANAKIN: I need to find Padmé.

SIDIOUS: Patience, Lord Vader. The Jedi are hiding you from her. They will be able to tell you her whereabouts. You must leave at once if you are to catch them.

ANAKIN: Yes, my master.

ANAKIN turns and exits the room.

EXT. ROTHANA – SPACE

Several shipyards orbit the smog-covered world of Rothana. They are fast at work building the Empire's newest Star Destroyers. The vague superstructure of the Death Star can also be seen. Dozens of other Imperial vessels are in the area as well as hundreds of ships bringing raw materials up from the planet's surface to the shipyards. The camera PANS LEFT to reveal a lifeless tramp freighter drifting through space.

INT. SHIPYARD – CONTROL ROOM

TWO IMPERIAL OFFICERS are monitoring the freighter on a screen.

CONTROLLER(into comm. unit): Unidentified transport, do you copy?(to officer)Still nothing.

OFFICER: Are you picking anything up on the scanners?

CONTROLLER: No, sir. There doesn't appear to be any life forms aboard.

OFFICER: Use the tractor beam to pull it in.

CONTROLLER: Right away.

EXT. ROTHANA – IMPERIAL MINING FACILITY – DAY

The thick cloud cover obscures most of the daylight. Magma spews up from the bottom of a large canyon, which is surrounded by a vast complex of refineries and manufacturing facilities. Elsewhere, the land is dead and barren. Supply freighters take off and land from the facilities many hangar bays.

INT. IMPERIAL MINING FACILITY – TARKIN'S OFFICE – DAY

GOVERNOR TARKIN stands at a window overlooking the facility. At his side is ANAKIN. A hologram of the Death Star is hovering over TARKIN'S desk.

TARKIN: The Emperor's fears are unfounded. The Jedi are of no concern to us here.

ANAKIN: The Jedi will stop at nothing to destroy this facility, Governor Tarkin. They are desperate.

TARKIN: I will not allow them to disrupt our operations here.

ANAKIN: The Jedi are my concern. Leave them to me.

ANAKIN exits the office.

INT. SHIPYARD – HANGAR BAY

The tramp freighter pulls into the hangar bay. A DOZEN CLONE TROOPERS stand waiting to board the ship. After the ship sets down they quickly open its hatch and scramble onboard.

INT. TRAMP FREIGHTER – MAIN HOLD

The CLONE TROOPERS move about the ship, searching for anything suspicious. One of them comes across the lifeless form of OBI-WAN.

FIRST TROOPER: Sir, over here.

A SECOND TROOPER hurries over and kneels beside OBI-WAN.

SECOND TROOPER: This one's dead. Let's get the body down to the infirmary.

TWO CLONE TROOPERS pick up OBI-WAN and carry him off the ship.

INT. SHIPYARD – HANGAR BAY

An IMPERIAL OFFICER walks in as TWO CLONE TROOPERS place OBI-WAN onto a floating stretcher. A TROOPER approaches the OFFICER.

TROOPER: It looks like the work of pirates, sir. The ship had been ransacked and only one dead crewmember was onboard.

OFFICER: Check the ship's registry. I want to know where this ship came from and to whom it belongs.

TROOPER: I'll check into it immediately.

INT. SHIPYARD – INFIRMARY

A MEDICAL DROID watches as TWO CLONE TROOPERS enter the room with the floating stretcher carrying OBI-WAN.

FIRST TROOPER: See if you can determine the cause of death.

MEDICAL DROID: I'll do my best, sirs.

The TWO CLONE TROOPERS exit. Suddenly, OBI-WAN'S body spasms as he gasps for air. The MEDICAL DROID turns around in surprise.

MEDICAL DROID: Oh my! You're supposed to be dead.

OBI-WAN: I was, but I'm feeling much better now. Thank you, doctor.

OBI-WAN gets up and leaves the room.

MEDICAL DROID: Take care, sir.

INT. SHIPYARD – HALLWAY

OBI-WAN stealthily makes his way down the hall.

INT. SHIPYARD – LOADING BAY

Several LABOR DROIDS are busy loading a supply freighter with various cargos. OBI-WAN peers around a crate to make sure that the coast is clear and then swiftly boards the freighter.

EXT. TATOOINE – SPACE

Twin suns shine down on the planet as an Alderaanian cruiser approaches.

EXT. TATOOINE – HOMESTEAD MOISTURE FARM – MORNING

The cruiser lands near the LARS moisture farm. The ramp lowers and out walks PADMÉ carrying LUKE.

INT. HOMESTEAD MOISTURE FARM – BEDROOM – MORNING

LUKE lies on the bed. PADMÉ and OWEN and BERU LARS stand over him.

PADMÉ: Thank you both so much for your help.

BERU: It's the least we can do for you. Owen and I had talked about starting a family even before we got married.

OWEN: Too bad my dad's not still alivehe would have loved having a little one around.

PADMÉ: I'm sorry to hear that he passed.

BERU: After Owen's stepmom died he just seemed to fade away. It's like he died of a broken heart.

PADMÉ thinks of ANAKIN and a look of sadness comes across her face.

BERU: I'm sorry. I didn't think…

PADMÉ: It's all right.

OWEN: Do you really think that Anakin's a threat to your children?

PADMÉ: I…I don't know. But I know I'll feel much better knowing that he's safe here with you.

OWEN: Well the life of a moisture farmer might not be the most exciting one, but it will definitely keep you out of trouble.

PADMÉ bends down and kisses LUKE.

PADMÉ: I love you.

Tears fall from PADMÉ'S eyes.

EXT. TATOOINE – HOMESTEAD MOISTURE FARM – DAY

The Alderaanian cruiser lifts off and vanishes into the sky.

INT. ROTHANA – IMPERIAL MINING FACILITY – ORE PROCESSING CENTER

From the shadows, Obi-Wan watches as DOZENS OF SLAVES are being forced to work, building Imperial war machines. CLONE TROOPERS watch over them and are quick to punish those that fall behind.

INT. IMPERIAL MINING FACILITY – CONTROL ROOM

Carefully, OBI-WAN makes his way around the room. OBI-WAN rounds a corner and finds himself face to face with ANAKIN.

OBI-WAN: Anakin!

ANAKIN: You shouldn't be here.

OBI-WAN: Anakin, what's become of you? Why did you betray the Jedi on Kashyyyk?

ANAKIN: It wasn't my fault. It wasn't supposed to happen that way.

OBI-WAN: Well it did, and now the galaxy is in far greater danger. Your actions cost the lives of hundreds of innocent people.

ANAKIN: Is Padmé safe?

OBI-WAN: She's safe, yes. She gave birth shortly after we left Kashyyyk. Anakin, why didn't you tell me?

ANAKIN: Tell you? Like you would understand. The Jedi wouldn't approve. It's against their rules.

OBI-WAN: You can't blame the Jedi for your actions.

ANAKIN: Why not? It's their fault that my mother's dead. They're the ones keeping Padmé from me. They're the ones that don't appreciate all the sacrifices I've made for them. If I hadn't been held back in my training none of this would have happened.

OBI-WAN: Anakin, listen to what you're saying! Don't let Palpatine's words lure you to the dark side.

ANAKIN: Where's Padmé?

OBI-WAN: Somewhere safe. It's not too late to turn back. I need your help, Anakin.

ANAKIN: So now you need my help? Now that you've been beaten you come crawling to me, begging for help?

OBI-WAN: I know you want to do the right thing.

ANAKIN: I know what the right thing is. In many ways, Palpatine's right. The Senate is corrupt. A new order must be established.

OBI-WAN: That's your solution? To have the Sith control the galaxy?

ANAKIN: I'm more powerful than the Emperor. I can destroy him…but only if I master the powers of the dark side. Then I will be able to fulfill the prophecy and bring balance to the Force.

OBI-WAN: You can't defeat evil by becoming one with it. The ends don't always justify the means.

ANAKIN: What choice do I have? To live the rest of my life in a cell? To never see Padmé or my child? To live in a world where greed and corruption are tolerated?

OBI-WAN: You must do what's right, regardless of the personal consequences.

ANAKIN: Where is Padmé?

OBI-WAN: Padmé holds you responsible for the deaths of many of her friends on Kashyyyk. You're the last person she wants see right now.

ANAKIN: You turned her against me!

OBI-WAN: You have done that yourself.

ANAKIN: You will not keep her from me.

OBI-WAN: Your anger and your lust for power have already done that. You have allowed this Dark Lord to twist your mind until now…until now you have become the very thing you swore to destroy.

ANAKIN: Don't lecture me, Obi-Wan. I see through the lies of the Jedi. I do not fear the dark side as you do. I have brought peace, justice, freedom, and security to my new Empire.

OBI-WAN: Your new Empire?

ANAKIN: Don't make me kill you.

OBI-WAN: Anakin, my allegiance is to the Republic…to democracy.

ANAKIN: If you're not with me, you're my enemy.

OBI-WAN: Only a Sith Lord deals in absolutes. I will do what I must.

OBI-WAN ignites his lightsaber. ANAKIN follows suit.

ANAKIN: You will try.

ANAKIN takes a vicious swing at OBI-WAN. He ducks just in time to avoid being hit and then rolls to his feet, lightsaber in hand. ANAKIN unleashes a fierce volley of attacks on OBI-WAN.

INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT

YODA enters, using the Force to throw two RED GUARDS against the wall, knocking them unconscious. DARTH SIDIOUS turns his chair toward YODA. MAS AMEDDA stands behind SIDIOUS's desk.

YODA: I hear a new apprentice, you have Emperor, or should I call you Darth Sidious?

DARTH SIDIOUS: Master Yoda, you survived.

YODA: Surprised?

DARTH SIDIOUS: Your arrogance blinds you, Master Yoda. Now you will experience the full power of the dark side.

The Dark Lord raises his arms, and LIGHTNING BOLTS shoot out, surrounding YODA. YODA is picked up and thrown across the room, hitting the wall and sliding down in a crumpled heap. DARTH SIDIOUS chuckles.

INT. IMPERIAL MINING FACILITY – CONTROL ROOM

ANAKIN continues his relentless attack on OBI-WAN. Reluctant to fight his former student, OBI-WAN fights only defensively. OBI-WAN uses the Force to leap over ANAKIN and put some distance between them. ANAKIN advances slowly.

OBI-WAN: Anakin, have you completely lost your mind!

ANAKIN: Where are you hiding her?

ANAKIN resumes his attack.

INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT

MAS AMEDDA leaves the room. PALPATINE approaches a stunned YODA.

DARTH SIDIOUS: I have waited a long time for this moment, my little green friend. At last, the Jedi are no more.

YODA: Not if anything I have to say about it, Lord Sidious.

YODA uses the Force to throw DARTH SIDIOUS back, knocking him clear over his desk and onto the floor in a heap.

YODA: At an end your rule is and not short enough it was, I must say.

DARTH SIDIOUS flies through the air, cape flapping, heading toward the exit. At the last second, YODA flies into the exit and stops the Dark Lord.

YODA: If so powerful you are, why leave?

YODA ignites his lightsaber.

DARTH SIDIOUS: You will not stop me. Darth Vader will become more powerful than either of us.

DARTH SIDIOUS ignites his lightsaber.

YODA: Faith in your new apprentice, misplaced may be, as is your faith in the dark side of the Force.

Their swords CLASH. The battle is extremely fast and furious.

INT. IMPERIAL MINING FACILITY – CONTROL ROOM

ANAKIN and OBI-WAN battle on. OBI-WAN springs into the air and lands on a walkway above.

OBI-WAN: I don't want to fight you, Anakin, but I will not allow you to stop me from carrying out my mission.

ANAKIN: I should have known the Jedi were plotting to take over.

OBI-WAN: Anakin, Chancellor Palpatine is evil.

ANAKIN: From the Jedi point of view! From my point of view, the Jedi are evil.

OBI-WAN: Well, then you are lost!

Using the Force, ANAKIN hurls a large piece of machinery at OBI-WAN. Just in time, OBI-WAN leaps through the air and lands on an overhang, disappearing from sight. ANAKIN exits the room.

INT. CORUSCANT-SENATE CHAMBER-MAIN ARENA-NIGHT

SIDIOUS seeks refuge in the vast Senate Chamber. He gets into the Chancellor's Podium and it starts to rise up into the Arena. YODA makes a giant leap into the control pod. The sword fighting is intense in the confined space.

INT. IMPERIAL MINING FACILITY – ORE PROCESSING CENTER

A huge blast furnace dominates the room, which pours molten metal into large vats. ANAKIN stalks the room, searching for OBI-WAN. Without warning, OBI-WAN leaps down from above and lands on ANAKIN, knocking him to the metal floor and sending his lightsaber flying off the platform.

OBI-WAN: Enough!

ANAKIN kicks out hard and sends OBI-WAN tumbling backwards. OBI-WAN also drops his lightsaber. ANAKIN returns to his feet, uses the Force to call OBI-WAN'S lightsaber to his hand and then lunges for OBI-WAN. OBI-WAN dives out of the way and then clear off the platform to the one below. He retrieves ANAKIN'S lightsaber. ANAKIN leaps off the platform and resumes his attack.

OBI-WAN: This is your last warning, Anakin. I don't want to harm you.

ANAKIN: You don't know the power of the dark side.

OBI-WAN takes the offensive and forces ANAKIN back.

INT. CORUSCANT-SENATE CHAMRER-MAIN ARENA-NIGHT

YODA unleashes a ferocious assault on SIDIOUS, causing him to almost go over the edge. The Dark Lord drops his lightsaber but recovers with a BLAST OF ENERGY from his hands that surrounds YODA. YODA jumps to a lower Senate Pod. SIDIOUS reaches out with one hand, and a Senate pod is released from its mooring and heads toward the Podium. SIDIOUS uses the Force to hurl pod after pod at YODA, who ducks and jumps from one flying pod to another.

YODA leaps away from the pods. He uses the Force to hold one pod suspended in the air. The pod spins and YODA throws it back at SIDIOUS, who leaps away at the last moment.

YODA leaps after him, but SIDIOUS quickly turns and aims the full force of his energy bolts at the tiny green Jedi, catching him in mid-air and throwing him back hard against the Podium. The force causes YODA to drop his lightsaber. YODA blocks the lightning and throws SIDIOUS backwards off the podium. YODA is knocked off the Podium and falls several hundred feet to the base of the Podium. SIDIOUS follows in his pod, searching for YODA.

INT. IMPERIAL MINING FACILITY – ORE PROCESSING CENTER

ANAKIN resets himself and attacks with even greater ferocity. OBI-WAN is pushed to his limits. He breaks away and jumps onto a catwalk high above one of the molten vats. ANAKIN is quick to follow him.

INT. CORUSCANT - SENATE CHAMBER - MAIN ARENA – NIGHT

A Senate pod with COMMANDER THIRE (4477) and SEVERAL OTHER CLONE TROOPERS climb up to where MAS AMEDDA and PALPATINE are waiting. Beneath the Main Podium, TWENTY CLONE TROOPERS search for YODA 'S body.

THIRE: There is no sign of his body, sir.

MAS AMEDDA: Then he is not dead.

PALPATINE: Double your search.

THIRE: Yes sir. Right away, sir.

PALPATINE(to Mas Amedda): Tell Captain Kagi to prepare my shuttle for immediate takeoff.

MAS AMEDDA: Yes, Master.

PALPATINE: I sense Lord Vader is in danger.

INT. IMPERIAL MINING FACILITY – ORE PROCESSING CENTER

The TWO JEDI exchange blows with unrelenting speed across a catwalk high above a vat of liquid metal. ANAKIN uses his strength to push OBI-WAN to the ground. Towering over him, ANAKIN moves in for the kill.

ANAKIN: Where is she?

OBI-WAN uses his lightsaber to cut the catwalk's supports. The catwalk splits in two and falls in the molten pit below with OBI-WAN on one side an ANAKIN on the other. Both combatants have to scramble up the catwalk. OBI-WAN'S side rests at a steep angle, putting him at a higher elevation than ANAKIN.

OBI-WAN: It's over, Anakin. I have the high ground.

ANAKIN: You underestimate my power!

OBI-WAN: Don't try it.

ANAKIN leaps into the air toward OBI-WAN who cuts his young apprentice at the knees, then cuts off his left arm in the blink of an eye. ANAKIN tumbles down the catwalk and rolls to a stop near the edge of the lava.

ANAKIN struggles to pull himself up the catwalk with his mechanical hand. His thin leather glove has been burned off. With nothing to grasp, he continues to slide down.

OBI-WAN: You were the Chosen One! It was said that you would, destroy the Sith, not join them. It was you who would bring balance to the Force, not leave it in Darkness.

ANAKIN: I hate you!

OBI-WAN: You were my brother, Anakin. I loved you.

ANAKIN'S clothing blows into the lava river and ignites. Suddenly ANAKIN bursts into flames and starts SCREAMING. OBI-WAN looks in horror as ANAKIN becomes engulfed in flames. OBI-WAN can't watch him as he struggles to climb the embankment, covered in flames. A GROUP OF CLONE TROOPERS enters the room and spots OBI-WAN.

CLONE TROOPER: There he is! Blast him!

The CLONE TROOPERS open fire. OBI-WAN uses his lightsaber to deflect their attacks.

OBI-WAN stands his ground until MORE CLONE TROOPERS join the fight. Outmatched, OBI-WAN dives into a nearby shaft.

INT. CORUSCANT - SENATE OFFICE BUILDING - WIRING CHUTE - NIGHT

YODA squishes his way through a mass of wires in a small chute. He talks on his comlink.

YODA: Hurry. Careful timing we will need.

BAIL ORGANA(over comlink): There aren't many troops on this side. Activate your homing beacon when you're ready.

EXT. CORUSCANT-SENATE OFFICE BUILDING-NIGHT

BAIL ORGANA, in his open Cockpit Speeder, flies along next to the roof eave of the huge Senate Building. He slows and moves closer to a long row of recessed lights. Suddenly YODA falls out of one of the light recesses and lands in the Speeder. BAIL guns it and heads away from the Senate Building. YODA straightens himself out.

YODA: Into exile I must go. Failed, I have.

YODA and BAIL fly into the traffic of the city.

INT. IMPERIAL MINING FACILITY – TARKIN'S OFFICE – EARLY EVENING

GOVERNOR TARKIN sits at his desk. The door opens and in walks an IMPERIAL GENERAL.

IMPERIAL GENERAL: Governor Tarkin, we've had a security breach in section M-31. The perpetrator appears to be a Jedi.

TARKIN: Secure the hangar bays. I don't want anything leaving this planet until he's found.

IMPERIAL GENERAL: Yes, sir.

EXT. IMPERIAL MINING FACILITY – CANYON – EARLY EVENING

OBI-WAN clings to the canyon wall, slowly climbing up to the hangar bays.

INT. IMPERIAL MINING FACILITY – HANGAR BAY – EARLY EVENING

A GROUP OF CLONE TROOPERS is currently guarding the hangar bay and the Imperial freighter that resides there. OBI-WAN, still hanging onto the cliff wall, peers into the bay. He gestures with his hands and the CLONE TROOPERS react as if they heard something in the hall just outside the bay.

FIRST TROOPER: What was that!

SECOND TROOPER: Second unit, go check that out.

THIRD TROOPER: Right away.

HALF OF THE CLONE TROOPERS exit the hangar bay. OBI-WAN then pulls himself into the bay and heads for the freighter's ramp.

INT. IMPERIAL FREIGHTER – COCKPIT

OBI-WAN moves quickly to start the ship's engines.

INT. IMPERIAL MINING FACILITY – HANGAR BAY – EARLY EVENING

The CLONE TROOPERS are startled by the sound of the freighter coming to life.

FIRST TROOPER: What the…open fire!

The CLONE TROOPERS open fire. Their weapons are completely ineffectual against the freighter. The ship lifts off and shoots out of the hangar.

EXT. IMPERIAL MINING FACILITY – EARLY EVENING

As the freighter zooms away from the mining facility and into the atmosphere, one of the facilities reactors explodes.

INT. IMPERIAL MINING FACILITY – TARKIN'S OFFICE – EARLY EVENING

TARKIN stares out his window with controlled anger as he assesses the damage.

INT. IMPERIAL FREIGHTER – COCKPIT

OBI-WAN pilots the craft out of the atmosphere and into space. Looming ominously before him is a number of Imperial starships and fighters. They open fire on the freighter.

EXT. ROTHANA – SPACE

The Imperial freighter flies through a hailstorm of enemy fire. The ship is wracked several times.

INT. IMPERIAL FREIGHTER – COCKPIT

ALARMS buzz throughout the cockpit. OBI-WAN works frantically to keep the freighter on course.

EXT. ROTHANA – SPACE

The Imperial vessels continue to pound the freighter. Eventually, the freighter makes it to open space and vanishes into hyperspace.

EXT. SPACE

In the depths of space, far away from the nearest star, an Imperial freighter emerges from hyperspace. Its engines are dead.

INT. IMPERIAL FREIGHTER – COCKPIT

Red emergency lights illuminate the cockpit and alarms wail. A battered OBI-WAN examines the ships monitors, analyzing the damage.

OBI-WAN: Hyperdrive generator…damaged. Life support…failing.

OBI-WAN does not look hopeful as he unstraps himself from his seat and begins to make his way to the back of the ship.

EXT. ALDERAAN - SPACE

An Alderaanian cruiser approaches the planet.

EXT. CAPITAL CITY – LANDING PLATFORM – NIGHT

The Alderaanian cruiser sets down and out steps PADMÉ. JAR JAR, BAIL ORGANA, THREEPIO, ARTOO and LIEUTENANT ANTILLES, an Alderaanian naval officer, are waiting for her. THREEPIO is pushing a stroller with LEIA inside.

BAIL ORGANA: Is everything all right, milady?

PADMÉ: Anakin's stepfamily agreed to watch Luke for me. Any word from Obi-Wan?

BAIL ORGANA: No, not yet. Yoda has left. He said the longer he stayed here, the more danger he'd be putting you and your child in. He advised that you and Jar Jar remain here on Alderaan. You're both welcome to stay here for as long as you need.

PADMÉ: Thank you.

THREEPIO: Oh how tragic. How my circuits have been able to hold up this long I really don't know.

BAIL ORGANA: This droid of yours is very talkative. You might want to think about having its memory erased.

PADMÉ: They'll be of no use to me now. If you have any need of their services I'll gladly turn them over to you.

BAIL ORGANA: Lieutenant Antilles?

LIEUTENANT ANTILLES: I'm sure I can put them to good use.

THREEPIO looks about the group, stunned.

LIEUTENANT ANTILLES: Come on, you two.

LIEUTENANT ANTILLES and the TWO DROIDS head off towards the starship hangar bays while EVERYONE ELSE heads for the palace.

JAR JAR: Yousa feelen okeyday?

PADMÉ: I'll be fine, Jar Jar.

INT. ALDERAAN – DROID REPAIR CENTER – NIGHT

LIEUTENANT ANTILLES hooks THREEPIO up to a computer device. ARTOO stands nearby.

LIEUTENANT ANTILLES: Don't worry; you won't feel a thing.

THREEPIO: If it's all the same to you, sir, I'd rather keep my memory as it is.

LIEUTENANT ANTILLES: I'm afraid I can't do that.

THREEPIO: Oh dear.

LIEUTENANT ANTILLES: Okay…here we go.

LIEUTENANT ANTILLES flips a switch and THREEPIO sits perfectly upright. A moment later he returns to life.

THREEPIO: Hello, sir. I am See-Threepio, human-cyborg relations.

LIEUTENANT ANTILLES: Hello, Threepio. I'm Lieutenant Rit Antilles, your new master.

THREEPIO: How very nice to meet you, sir.

ARTOO whistles a hello.

THREEPIO: Artoo-Detoo…a pleasure to meet you as well.

ARTOO beeps a statement at THREEPIO.

THREEPIO: You and I are friends, you say? Why would a protocol droid be friends with an astro droid?

EXT. ROTHANA – SPACE

An Imperial Star Destroyer nears the planet as a shuttle exits it main hangar and zips toward the planet, escorted closely by an entire wing of TIE fighters.

EXT. ROTHANA – IMPERIAL MINING FACILITY – NIGHT

The shuttle maneuvers around to land in one of the facilities many docking bays.

INT. IMPERIAL MINING FACILITY – MAIN DOCKING BAY

DOZENS OF IMPERIAL TROOPS stand in formation as the shuttle sets down. GOVERNOR TARKIN stands at attention as HALF A DOZEN ROYAL GUARDS exit the shuttle, followed by the EMPEROR.

EMPEROR: Governor Tarkin, your security here is unacceptable. I will not tolerate another incident.

TARKIN: Skywalker had assured me that he would handle the Jedi.

EMPEROR: He will not make the same mistake again. Have you found Obi-Wan Kenobi?

TARKIN: Our sensors indicated that his ship's hyperdrive was leaking. There isn't a civilized world for parsecs. If he's not dead yet, he soon will be.

EXT. SPACE

A derelict Imperial freighter hangs motionless in the depths of space.

INT. IMPERIAL FREIGHTER – ENGINE ROOM

OBI-WAN is attempting to repair the ship's hyperdrive. He looks exhausted and his breath can be seen in the frigid air. The tool he is holding falls from his hand as he loses consciousness.

EXT. SPACE

An Alderaanian blockade runner emerges from hyperspace not too far from the derelict Imperial freighter.

INT. BLOCKADE RUNNER – COCKPIT

ALDERAANIAN CREWMEMBERS pilot the starship toward the freighter. YODA stands close behind them.

YODA: Dock with that freighter we must.

INT. IMPERIAL MINING FACILITY – MEDICAL CENTER

An EERIE BREATHING NOISE fills the room. The tattered remains of ANAKIN SKYWALKER are hooked up to various life support systems. SEVERAL MEDICAL DROIDS monitor his vital signs and attach robotic limbs. The EMPEROR enters the room. ANAKIN'S eyes open.

EMPEROR: You have paid a terrible price for your lack of insight. Perhaps now you understand the true nature of the Force.

ANAKIN shakes his head in the affirmative.

A door opens and a MEDICAL DROID wheels in the black armored suit of DARTH VADER.

INT. BLOCKADE RUNNER – MEDICAL BAY

OBI-WAN is sitting upright in a bed as a MEDICAL DROID checks him over. YODA is standing close by.

OBI-WAN: I'm sorry, Master. I've failed. I'm no Jedi. Anakin was there. He tried to stop me. He's gone.

YODA shakes his heads in regret.

YODA: Destroyed Anakin you may have, but his life force I still feel. He has become one with the dark side of the Force. Left with no choice are we. Into hiding we must go until the time is right.

OBI-WAN: Master Yoda, we can't just hide.

YODA: Powerless to stop the Sith we are. Search the galaxy for us the Emperor will. Hide far away from here we must. Go to Tatooine. Watch over young Skywalker until ready we are to make our move against the Sith.

OBI-WAN: But when will that be?

YODA: Contact you, Senator Organa will, when the time is right to act. Found another system to hide on I have.

EXT. DAGOBAH – SPACE

The blockade runner heads for the jungle-covered world.

INT. BLOCKADE RUNNER - CORRIDOR

OBI-WAN loads several boxes of supplies into an escape pod. YODA stands close by.

OBI-WAN: Are you sure Dagobah is where you want to hide. It doesn't look like a very easy place to live.

YODA: Fine will I be. Strong with the dark side this place is. Hide my presence it will.

OBI-WAN loads the last of the supplies and Yoda boards the escape pod.

OBI-WAN: As soon as I hear word from Bail Organa I will hurry here with the children.

YODA: May the Force be with you.

OBI-WAN: And with you as well.

The door to the escape pod closes.

EXT. DAGOBAH – SPACE

The blockade runner is maintaining a close orbit when one of its escape pods ejects and falls toward the planet.

EXT. DAGOBAH – JUNGLE

A winged lizard-like creature watches from a treetop as the escape pod falls from the sky.

The escape pod comes to rest on the jungle's floor. Its hatch opens and out walks YODA. Looking up, he sees a bright object moving across the heavens. Suddenly it disappears. YODA sighs.

EXT. ALDERAAN – CAPITAL CITY – PADMÉ'S APARTMENT – DAY

PADMÉ'S apartment lies high atop a building overlooking Capital City. JAR JAR stands at the balcony, looking out over the city.

INT. PADMÉ'S APARTMENT – LIVING ROOM

JAR JAR walks in from the balcony. PADMÉ is watching young LEIA as she crawls across the floor.

JAR JAR: Mesa tink wesa gonna be liken it here.

PADMÉ: It is a beautiful planet. I can't think of a better place to raise my daughter.

MATCH CUT to the same scene three years later. LEIA is now a toddler, running about the living room.

LEIA: Mommy, can we go see Jar Jar?

PADMÉ: Maybe after lunch, Leia.

LEIA looks excited and begins dancing about the room. PADMÉ smiles at her daughter.

EXT. SPACE

A fleet of Imperial Star Destroyers moves slowly through the void.

INT. STAR DESTROYER – BRIDGE

DARTH VADER stares out the large viewport at his fleet. An IMPERIAL ADMIRAL approaches the DARK LORD.

IMPERIAL ADMIRAL: Lord Vader.

VADER whirls about to address the ADMIRAL.

DARTH VADER: What is it, Admiral?

IMPERIAL ADMIRAL: I'm not sure why, but we've just received an intelligence report about the possible whereabouts of a fugitive senator from Naboo. I'm not sure why they'd bother us…

DARTH VADER(interrupting): Did the report name the system?

IMPERIAL OFFICER: Alderaan, my lord.

DARTH VADER: Set a course for Alderaan.

IMPERIAL ADMIRAL: But Lord Vader, this is hardly a matter…

DARTH VADER(interrupting): You have your orders, Admiral.

IMPERIAL ADMIRAL: Yes…as you wish.

VADER turns and marches off the bridge.

EXT. ALDERAAN – SPACE

As a Star Destroyer approaches the planet, an Imperial shuttle emerges from the destroyer's hangar bay.

INT. PADMÉ'S APARTMENT – BEDROOM – NIGHT

PADMÉ is sound asleep when suddenly she springs up.

PADMÉ: Anakin!

INT. IMPERIAL SHUTTLE – MAIN HOLD

DARTH VADER stirs as he suddenly feels PADMÉ'S presence.

DARTH VADER: Padmé.

INT. APARTMENT BUILDING – MAIN HALLWAY

PADMÉ, carrying LEIA, runs through the apartment building. LEIA is crying loudly.

EXT. CAPITAL CITY – LANDING PLATFORM – NIGHT

BAIL ORGANA and SEVERAL DIGNITARIES watch as the shuttle lands. Out walk a DOZEN STORMTROOPERS and DARTH VADER.

BAIL ORGANA: Lord Vader, I wasn't informed that you were to be paying us a visit?

DARTH VADER: You have given refuge to Padmé Amidala of Naboo. I want to know where she is.

BAIL ORGANA: If she is here I have not been made aware of it.

DARTH VADER: Don't get too comfortable with your position of power in the Senate, Senator Organa. The day will come when your kind are no longer needed.

BAIL ORGANA: I'd like to see you maintain control over the Empire without the Senate.

VADER continues on past BAIL ORGANA. The STORMTROOPERS follow him.

BAIL ORGANA: The Senate will not tolerate this!

Ignoring the SENATOR'S words, VADER marches onward.

EXT. CAPITAL CITY – WALKWAY

PADMÉ, still carrying LEIA, runs down the walkway. PADMÉ spots VADER and his STORMTROOPERS moving toward them. VADER seems to look directly at her. PADMÉ kneels down in front of LEIA.

PADMÉ: Leia, I need you to stay here. Whatever you do, don't come out until I tell you to, okay?

LEIA is crying loudly.

PADMÉ(continued): I'll be back soon. I promise.

PADMÉ hugs LEIA and then sets her down behind some dense shrubbery.

EXT. CAPITAL CITY – PLAZA

DARTH VADER leads HIS STORMTROOPERS through the city.

DARTH VADER: Set your weapons for stun.

EXT. CAPITAL CITY – WALKWAY ENTRANCE

The walkway exits to a veranda overlooking the plaza. PADMÉ rushes for the exit, but the STORMTROOPERS arrive before she can make it.

STORMTROOPER: Freeze!

PADMÉ continues to run. The STORMTROOPERS fire stun blasts at PADMÉ, but she rounds the corner before she is hit.

EXT. CAPITAL CITY – OBSERVATION DECK

The observation deck looks out across a vast lake far below. PADMÉ runs onto the deck, but quickly finds that she has nowhere to run. She looks over the railing to see if there is any other means of escape.

The STORMTROOPERS appear on the deck. One of them aims his weapon and fires. PADMÉ is hit by the stun blast. Her body goes limp and she falls forward over the railing.

VADER walks onto the observation deck and immediately makes his way to the railing. He is too late. Filled with rage, VADER ignites his saber and goes after HIS STORMTROOPERS. The STORMTROOPERS try in vain to defend themselves as VADER cuts through them with ease. Using the Force, VADER flings one STORMTROOPER over the balcony and then chokes another to death.

DARTH VADER: No!

EXT. CAPITAL CITY – WALKWAY

LEIA emerges from her hiding spot and begins walking towards the walkway's entrance. LEIA stops as she sees DARTH VADER appear in the doorway. VADER stops and turns to see LEIA looking at him with tears in her eyes. VADER walks away.

EXT. NABOO – SPACE

The sun's light illuminates the planet as an Alderaanian cruiser approaches.

EXT. THEED – COURTYARD – DAY

QUEEN JAMILLA, SIO BIBBLE, RUWEE & JOBAL NABERRIE (Padmé's parents), SOLA (Padmé's sister), her husband HORRAN and their two daughters, RYOO (age 13) and POOJA (age 11) as well as HUNDREDS OF DIGNITARIES and SENATORS are present as the Alderaanian cruiser lands. Out come AURELIA and BAIL ORGANA, JAR JAR (carrying LEIA), and SIX PALLBEARERS carrying the casket that contains PADMÉ'S body.

EXT. NABOO - MAIN SQUARE - EVENING

SIO BIBBLE walks with other MOURNERS. LARGE CROWDS line the street as a flower covered coffin is drawn by SIX BEAUTIFUL WHITE BEASTS. SOLDIERS and FAMILY
and DIGNITARIES follow the casket. PADME'S hand clutches the japor snippet.

EXT. IMPERIAL STAR DESTROYER - SPACE

A Star Destroyer is surrounded by ATTACK CRUISERS. On the bridge of the Star Destroyer stands the EMPEROR and GOVERNOR TARKIN.

DARTH VADER walks along the bridge to join the EMPEROR and GOVERNOR TARKIN. The camera PANS to reveal the huge frame
structure which is the beginning of the DEATH STAR.

EXT. DAGOBAH – YODA'S HUT - EVENING

YODA sits with his eyes closed, deep in meditation. He opens them and lets out a long sigh.

EXT. ALDERAAN - LATE AFTERNOON

The AURELIA ORGANA sits on a balcony looking out over the awesome mountains of Alderaan. BAIL ORGANA walks over to her holding LEIA'S hand and they both have a seat next to her.

EXT. TATOOINE – DESERT – DAY

OWEN LARS is hard at work fixing a moisture vaporator. A young boy about four years old (LUKE) runs across the desert wasteland playing with a toy starship. LUKE stops and stares at something off in the distance.

LUKE: Uncle Owen…who's that?

OWEN looks up and sees OBI-WAN in the distance, standing at the edge of a bluff.

OWEN: That's no one, Luke. Come over here and give me a hand with this.

LUKE walks over to OWEN, occasionally glancing back over his shoulder.

EXT. TATOOINE – BLUFF – DAY

OBI-WAN looks down at LUKE and OWEN. He lets out a deep breath and then turns and walks away.

FADE OUT.

END CREDITS OVER STARS.

THE END