Star Wars Episode II - Attack of the Re-Writes!

by theOrigin2002

A re-write of the hit movie Star Wars Episode II. Why? Because as a star wars fan I felt it could have been better and just for fun I decided to try my hand at it =). Please r and r.

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

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

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

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

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

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

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

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

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

CAPTAIN TYPHO
(Laughs with relief)
We made it! Looks like there wasn't
any danger after all.

The ramp lowers onto the ground. TWO NABOO GUARDS appear. SENATOR AMIDALA, ONE HANDMAIDEN (VERSE) and FOUR TROOPERS descend the ramp. AMIDALA is more beautiful now than she was ten years earlier when, as Queen, she was freeing her people from the yoke of the Trade Federation.

The DIGNITARIES start to move forward. SENATOR AMIDALA reaches the foot of the ramp, when suddenly there is a blinding FLASH and a huge EXPLOSION. The DIGNITARIES and PILOTS are hurled to the ground as the starship is destroyed.

CAPTAIN TYPHO
Good lord . . . no!

Alarms sound around the hangar! CAPTAIN TYPHO and the TWO ESCORT PILOTS get up and run to where SENATOR AMIDALA lies dying. Beyond, ARTOO DETOO drops down from the Naboo Fighter and rolls toward the wreckage. The FEMALE ESCORT PILOT kneels by SENATOR AMIDALA and takes off her helmet, revealing SENATOR PADME AMIDALA.

PADMÉ
Cordé...oh Cordé . . .

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

CORDÉ
(weak voice)
. . . I'm . . . I'm so sorry m'lady . . . I . . .
failed you . . .

CORDÉ dies. PADMÉ rests her head on the dead body.

AMIDALA
No! . . . No! . . . No! . . .

PADMÉ lowers CORDÉ to the ground. She gets up and looks around at the devastation. There are tears in her eyes.

AMIDALA
I never should have come here when after we
received those threats. Never.

CAPTAIN TYPHO
M'lady, I suggest we head to the Senate Chambers
Immediately . . . whoever did this could still be
close by.

Amidala says nothing.

CAPTAIN TYPHO
M'lady, I know she was a close friend . . . but
she did her duty as you must do yours. This
vote is very important to the Republic's future.

Please m'lady.

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

EXT. SENATE BUILDING - DUSK
The massive Senate Building glistens in the setting sun, creating a spectacular view from the side.

INT. SENATE CHAMBER - DUSK
The vast rotunda is buzzing with chatter. MAS AMEDDA, the Supreme Chancellor's majordomo, tries to quiet things down as PALPATINE confers with an AIDE, UV GIZEN, riding a small one man floating scooter.

MAS AMEDDA
Order! We shall have order! The motion
for the Republic to commission an army
takes precedent, and that is what we
will vote on at this time.

Everything quiets down. The AIDE disperses, and SUPREME CHANCELLOR PALPATINE steps to the podium.

PALPATINE
. . . My esteemed colleagues, excuse
me... I have just received some
tragic and disturbing news. Senator
Amidala of the Naboo system . . . Has
been assassinated . . .

There is a shock silence in the vast arena.

PALPATINE
(continued)
This grievous blow is especially
personal to me. Before I became
Chancellor, I served Amidala when
she was Queen. She was a great
leader who fought for justice, not
only in this honorable assembly,
but also on her home planet. So
respected was she I have no doubt
she could have stayed Queen for a
very long time.. She
believed in public service, and
she fervently believed in
democracy. Her death is a great
loss to us all. We will all mourn
her as a relentless champion of
freedom... and as a dear friend.

There is a moment of silence. ASK AAK, the SENATOR of MALASTARE, moves his pod into the centre of the arena.

SENATOR ASK AAK
How many more Senators will die
before this civil strife ends! We
must confront these rebels now,
and they need an army to do it.

A second pod moves into the centre of the area with DARSANA, the
AMBASSADOR OF GLEE ANSELM.

AMBASSADOR DARSANA
Why weren't the Jedi able to stop
this assassination? They are self-
proclaimed protectors of the Republic
are they not?

Senator ORN FREE TAA swings forward in his pod.

ORN FREE TAA
The Republic needs more security
now! Before it comes to war.

PALPATINE
Must I remind the Senator from
Malastare that negotiations are
continuing with the separatists.
Peace is our objective here... not
war.

The SENATORS yell pro and con. MAS AMEDDA tries to calm things down. SENATOR PADME AMIDALA, with CAPTAIN TYPHO, JAR JAR, and DORME, maneuver her pod into the centre of the vast arena.

AMIDALA
My noble colleagues, I concur with
the Supreme Chancellor. At all
costs, we do not want war!

The Senate goes quiet, gasps of surprise and shock are heard throughout the vast arena. Then applause and cheering break out through the crowd.

PALPATINE
It is with great surprise and
joy the chair recognizes the
Senator from Naboo, Padmé Amidala.


PADMÉ
Less than an hour ago, an
assassination attempt was made
against my life. One of my
bodyguards and six others were
ruthlessly and senselessly
murdered. I was the target but,
more importantly, I believe this
security measure before you, was
the target. I have led the
opposition to build an army... but
there is someone in this body who
will stop at nothing to assure it's
passage...

Many of the SENATORS boo and yell at SENATOR AMIDALA.

PADMÉ
(continuing)
I warn you, if you vote to create
this army, war will follow. I
have experienced the misery of war
first-hand; I do not wish to do it
again.

There is sporadic yelling for and against her statements. Padme does not back down.

PADMÉ
Wake up, Senators... you must wake
up! If you offer the separatists
violence, they can only show us
violence in return! Many will
lose their lives. All will lose
their freedom. This decision
could very well destroy the very
foundation of our great Republic.
I pray you do not let fear push
you into a disastrous decision.
Vote down this security measure,
which is nothing less than a
declaration of war! Does anyone
here want that? I cannot believe
they do.

There is an undercurrent of booing... and groaning. SENATOR ORN FREE TAA moves his pod next to AMIDALA.

ORN FREE TAA
My motion to defer the vote must
be dealt with first. That is the
rule of law.

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

PALPATINE
Due to the lateness of the hour and the
seriousness of this motion,
we will take up these
matters tomorrow. Until then, the
Senate stands adjourned.

EXT. EXECUTIVE QUARTERS BUILDING - DAY
The giant towers of the Republic Executive Building seem to reach the heavens. Traffic clogs the smoggy sky.

INT. CHANCELLOR'S OFFICE - DAY
CHANCELLOR PALPATINE sits behind his desk with TWO RED-CLAD ROYAL GUARDS on either side of the door. YODA, PLOT KOON, KI-AD-MUNDI, and MACE WINDU sit across from him.

PALPATINE
I don't know how much longer I can
hold off the vote, my friends.
More and more star systems are
joining the separatists.

MACE WINDU
If they do break away -

PALPATINE
No! I will not let that happen! This
Republic will not be split in two! My
negotiations must not fail!

MACE WINDU
But if they do, you must realize
there aren't enough Jedi to
protect the Republic. We are
keepers of the peace, not soldiers.

PALPATINE
Master Yoda, do you think it will
really come to war?

YODA closes his eyes.

YODA
Worse than war, I fear... Much
worse.

PALPATINE
What?

MACE WINDU
What do you sense, Master?

YODA
Impossible the future is to see. Always in
motion it is . . .
(opens his eyes)
Do their duty the Jedi will.

A muted BUZZER SOUNDS. A hologram of an AIDE, DAR WAC, appears on the Chancellor's desk.

DAR WAC
The loyalist committee has arrived
Chancellor Palpatine.

PALPATINE
Send them in.

They all stand as SENATOR AMIDALA, CAPTAIN TYPHO, JAR JAR, MAS AMEDDA, DORME, and SENATORS BAIL ORGANA, HOROX RYYDER and ORN FREE TAA enter the office. YODA and MACE WINDU move to greet the SENATOR, YODA taps AMIDALA with his cane.

YODA
With you the force is strong...
young Senator. To see you alive
brings warm feeling to my heart.

PADMÉ
Thank you Jedi Master Yoda. I'm
honored to meet with you again.
(turns to Mace Windu)
Do you have any idea who was behind
the attack?

MACE WINDU
Our intelligence points to
disgruntled spice miners, on
the moons of Naboo.

PADMÉ
I don't wish to disagree but I
think that Count Dooku was behind
it.

There is a stir of surprise.

MACE WINDU
You know, M'Lady, Count Dooku
was once a Jedi. He would not
assassinate someone . . . it's not in
his character.

KI-ADI-MUNDI
He is a political idealist, not
a murderer.

YODA
In dark times nothing is what it
appears to be, but the fact remains
Senator, in grave danger you are.

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

PALPATINE
Count Dooku has always avoided
any kind of conflict. It appears
he has no desire to start a war.
Why would he kill you? To what end?

PADMÉ
I don't know, but everything in my
being tells me he was behind it...

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

PALPATINE
Master Jedi, may I suggest that
the Senator be placed under the
protection of your graces.

BAIL ORGANA
Do you think that is a wise use
of manpower during these stressful
times?

PADMÉ
Chancellor, if I may comment, I
do not believe the...

PALPATINE
..."situation is that serious."?
No, but I do, Senator.

PADMÉ
Chancellor, please! I don't want
nor need any more guards! I want
answers, not security.

PALPATINE
I realize all too well that
additional security might be
disruptive for you, but perhaps
someone you are familiar with... an
old friend like... Jedi Master Kenobi...

PALPATINE nods to MACE WINDU, who nods back.

MACE WINDU
That's possible. He has just
returned from a Border dispute on
Ansion.

PALPATINE
You must remember him, M'Lady...
he watched over you during the
blockade conflict.

PADMÉ
This is not necessary, Chancellor.

PALPATINE
Do it for me, M'Lady, please. I
will rest easier. We had a big
scare today. The thought of
losing you is unbearable.

AMIDALA sighs as the JEDI get up to leave.

MACE WINDU
I will have Obi-Wan report to you
immediately, M'Lady.

YODA leans into her ear.

YODA
Too little about yourself you
worry, Senator, and too much about
politics. Be mindful of your
danger, Padmé. Accept our help.

As the JEDI leave the office, PALPATINE continues to pace behind his desk. He turns and faces the city, saying nothing as the JEDI and LOYALIST COMMITTEE exit the room.

EXT. SENATE APARTMENTS - TWILIGHT
A graceful skyscraper twinkles in the evening light of Coruscant.

EXT. ELEVATOR SHAFT, APARTMENT OF SENATOR AMIDALA – TWILIGHT
Obi-Wan and Anakin ride the elevator transports up the apartment of Senator Amidala. Anakin is shuffling nervously.

OBI-WAN
You seem a little on edge my young
apprentice.

ANAKIN
Not at all Master.

OBI-WAN
Why, I haven't sensed you to be this
nervous since you fell into that nest of
Gundarks near the Bespin system.

Anakin chuckles to himself and turns to Obi-Wan.

ANAKIN
You fell into that nightmare Master, and
it was I who rescued you. Remember?

OBI-WAN
Oh . . . yes.

Obi-Wan stares straight ahead, not changing his facial expression, but chuckles. He looks over at Anakin.

OBI-WAN
You're sweating. Relax my young padawan
. . . take a deep breath!

Anakin sighs deeply.

ANAKIN
I haven't seen her in ten years Master!

OBI-WAN
(sighs)
I know Anakin, I know. Just remember to
be mindful of your surroundings.

ANAKIN
I know Master, you've told me many times
before.

OBI-WAN
But do you really listen?

Both turn to look at each other, then face the wall silently.

INT. SENATE BUILDING, APARTMENT CORRIDOR - EVENING
The door to the apartment slides open. JAR JAR walks into the corridor, where TWO JEDI are exiting the elevator. He recognizes OBI-WAN and becomes extremely excited, jumping around, shaking his hand.

JAR JAR
Obi! Obi! Obi! Mesa sooo smilen
to see'en yousa. Wahoooooo!

OBI-WAN smiles.

OBI-WAN
It's Good to see you, too, Jar Jar.

JAR JAR
Oops! Wheresa mesa manners?
Excuse me, Master Obi-Wan. I
completely forgot myself for
a moment there. I have had to learn
Diplodialect... speak it like a
native now. Don't really see the
point, actually, but members of
the Senate seem to prefer it...

JAR JAR notices OBI-WAN'S APPRENTICE.

JAR JAR
(continuing)
...and this, I take it, is your
apprentice... Noooooooo! Annie?
Noooooooo! Little Bitty Annie?
(Looks at Anakin)
Noooooooo! Yousa so biggen!
Yiyiyiyyi! Annie!! Mesa no
believen.

Anakin steps up to greet Jar Jar, smiling.
ANAKIN
Hello, Jar Jar.

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

JAR JAR
Annie! Annie! Yiyiyiyiyiyiiii!

INT. SENATE BUILDING, APARTMENT - EVENING
PADME is in a conference with CAPTAIN TYPHO and DORME. JAR JAR enters the room, followed by the TWO JEDI.

JAR JAR
Lookie lookie Senator... Oops!... Oh,
dear, I'm afraid I've forgotten
myself again.

PADME and TYPHO rise as OBI-WAN and ANAKIN stop before the SENATOR. OBI-WAN steps forward. ANAKIN stares at PADME. She glances at him.

OBI-WAN
It's a great pleasure to see you again,
M'Lady.

PADMÉ
It has been far too long Master
Kenobi. I'm so glad our paths
have crossed again... but I must
warn you that I think your
presence here is unnecessary.

OBI-WAN
I'm sure the Jedi Council have
their reasons.

She moves in front of ANAKIN

PADMÉ
Annie??
(stares)
It's been so long! You certainly
have grown since we last met.

They look at each other for a long moment.


ANAKIN
(Trying to be smooth)
So have you... grown more
beautiful, I mean... for a
Senator. I mean . . .

OBI-WAN shakes his head as he looks disapprovingly at his padawan. PADME laughs and shakes her head, smiling softly.

PADMÉ
Oh Annie, you'll always be that
little boy I knew on Tatooine.

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

OBI-WAN
Our presence here will be invisible,
M'Lady.

CAPTAIN TYPHO
I am very grateful you are here,
Master Kenobi. The situation is
more dangerous than the Senator
will admit.

PADMÉ
I don't need more security, I need
answers. I want to know who is
trying to kill me.

OBI-WAN
(frowning)
We're here to protect you
Senator, not to start an
investigation.

ANAKIN
We will find out who is trying to
kill you Padmé, I promise you.

Obi-Wan turns towards Anakin, giving him a stern look.

OBI-WAN
We are not going to exceed our
mandate, my young Padawan learner.

ANAKIN
I meant in the interest of
protecting her, Master, of course.

OBI-WAN
We are not going through this
exercise again, Anakin. You will
pay attention to my lead.

ANAKIN
Why?

OBI-WAN
What??!!

ANAKIN
Why else do you think we were
assigned to her, if not to find
the killer? Protection is a job
for local security... not Jedi.
It's overkill, Master.
Investigation is implied in our
mandate.

OBI-WAN
We will do as the Council has
Instructed.

ANAKIN
(continuing)
In fact, if we were to find the
assassin, I'm sure Master Yoda would
be very relieved, as well as the Chancellor.

Would that be exceeding the mandate?

OBI-WAN
We will not have this argument again!
We will follow the council's orders
until new ones are given – am I being
clear Anakin?

ANAKIN
(pauses)
Yes . . . master.

Padme looks concerned but doesn't say anything. She looks at Anakin and smiles reassuringly, pretending not to have noticed.

PADMÉ
Perhaps with merely your presence,
the mysteries surrounding this
threat will be revealed. Now if
you will excuse me I will retire.

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

CAPTAIN TYPHO
Well, I know I feel a lot better
having you here.
I'll have an officer on every
floor and I'll be at the command
centre downstairs.

JAR JAR
Mesa busten wit happiness seein
Yousa again, Annie. Deesa bad
times, bombad times.

Captain Typho leaves.

ANAKIN
She didn't even recognize me, Jar
Jar. I thought about her every
day since we parted... and she's
forgotten me completely.

JAR JAR
Shesa happy. Happier den mesa
see-en her in longo time.

OBI-WAN
Anakin, you're focusing on the
negative again. Be mindful of your
thoughts.

She was glad to see us.
Now lets check the security here.

ANAKIN
Yes, my master.

They head off the scene and JAR JAR follows behind them.

EXT. JEDI TEMPLE - EVENING
The vast Jedi Temple sits on an endless flat plain, silhouetted by a against the traffic-filled sky.

INT. JEDI TEMPLE, CORRIDOR - EVENING
MACE WINDU and YODA walk down a large chamber, in the middle of the padawan training centers. Many young Jedi can be seen in the background, using the Force to lift small objects from the ground or practicing skills with low power stun sticks on one another. Yoda rests on a small floating chair, hovering about 4 feet from the ground. Both stop in the middle of the hallway.

MACE WINDU
I still don't know why we were unable to
foresee this attack on the Senator.

YODA
Masking the future, is this
disturbance in the Force.
(sighs)
The Dark Side clouds everything.

MACE WINDU
It's been ten years, and the Sith
still have not shown themselves.
Do you think they are behind this
disturbance?

YODA
Out there they still are, but their
Intentions are hidden. I do not know.

MACE WINDU
(A long pause)
If there is a Sith within the Republic itself,
we should do our best to root out the
problem before it escalates.

Mace Windu turns to leave, and Yoda follows, exiting from the hallway, the soft hum of lightsabers from the training center behind them.

EXT. REPUBLIC BUILDING, LEDGE OVERLOOKING THE CITY – NIGHT

Jango Fett and Zam stand outside the building. Jango has his back turned to the camera, and cannot be seen clearly. Zam is nervously looking around as she starts to speak to Jango. She pulls a cloth shroud over her mouth and attaches it to her helmet.

ZAM
The ambush this morning failed. A
decoy was cleverly used in place
of the Senator on her transport.

JANGO
My master will not tolerate any
further disruptions. You will kill
her tonight. Here, take these.

Jango hands her a small container and she examines it.

JANGO
These are Kohuns . . . perhaps the
deadliest of all insects in the galaxy.
They will kill the Senator easily
if you can place them near her.

ZAM
I will not fail this time.

JANGO
For your sake, you better not. And be
careful with them. Should you survive I'll
want them back unharmed.


Zam nods and walks into the building via a small shaft on the side of the ledge. Jango turns, still not visible to the camera as a rocket pack is heard igniting.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT
PADME is asleep in her bed, lit only by the light of the city outside her window coming through the blinds. ARTOO stands in the corner of the bedroom.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT
ANAKIN is standing in the living room. He is in a meditative state. It is quiet. We hear DISTANT FOOTSTEPS in the corridor outside the apartment. Suddenly ANAKIN'S eyes pop open. His eyes dart around the room. He reaches for his lightsaber, then smiles and puts it back in his belt.

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

OBI-WAN
Captain Typho has more than enough
men downstairs. No assassin will
try that way. Any activity up
here?

ANAKIN
Quiet as a tomb Master.
(pauses for a moment and turns to face Obi-Wan)
I don't like just waiting here for something
to happen to her.

OBI-WAN checks a palm-sized view scanner he has pulled out of his utility belt. It shows a shot of ARTOO by the door, but no sign of PADME on the bed.

OBI-WAN
What's going on?

ANAKIN shrugs.

ANAKIN
She covered that camera. I don't
think she liked me watching her.

OBI-WAN
She did what? What is she thinking?

ANAKIN
She programmed Artoo to warn us if
there's an intruder.

OBI-WAN
It's not an intruder I'm worried
about. There are many other ways
to kill a Senator.

ANAKIN
I know, but we also want to catch
this assassin. Don't we, Master?

OBI-WAN
You're using her as bait??

ANAKIN
It was her idea... No harm will
come to her. I can sense
everything going on in that room.
Trust me.

OBI-WAN
It's too risky... and your senses
aren't that attuned, young
apprentice.

ANAKIN
And yours are?

OBI-WAN
Possibly.

Anakin looks at Obi-Wan, then turns to look outside the window.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT
As PADME sleeps, a PROBE DROID approaches outside her window. It sends out several small arms that attach to the window, creating sparks that shut down the security system. Then a large arm cuts a small hole in the glass. A FAINT SOUND is heard as the small section of glass is removed from the window.

ARTOO wakes up, and his lights go on. The PROBE DROID freezes. ARTOO looks around, makes a PLAINTIVE LITTLE SOUND, then shuts down again. The PROBE DROID attaches a little tube to the window. TWO DEADLY LOOKING CENTIPEDE-LIKE KOUHUNS exit the tube, crawl through the blinds and head toward the sleeping PADME.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT
ANAKIN and OBI-WAN continue their conversation in the main room of the apartment.

OBI-WAN
You seem tired.

ANAKIN
I find I cannot sleep well anymore Master.

OBI-WAN
(Obi-Wan pauses for a moment and looks down to the ground.
He finally looks up.)
Because of your mother.

ANAKIN
(In a low voice)
I don't know why I keep dreaming
about her now. I haven't seen her
since . . . since I left Tatooine with
you and Qui-Gon.

OBI-WAN
Dreams pass in time. Wait it out
with patience you must my padawan.

ANAKIN
I'd rather dream of Padmé.
(Anakin looks down embarrassed but continues speaking)
Just being around her again is...
intoxicating.

OBI-WAN
Mind your thoughts, Anakin, they
betray you. You've made a
commitment to the Jedi order... a
commitment not easily broken...
and don't forget she's a
politician. They're not to be
trusted.

ANAKIN
She's not like the others in the
Senate, Master.

OBI-WAN
It's been my experience that
Senators are only focused on
pleasing those who fund their
campaigns... and they are more
than willing to forget the
niceties of democracy to get those
funds.

ANAKIN
Not another lecture, Master. Not
on the economics of politics....
It's much too late to start this again... and
besides, you're generalizing. The
Chancellor doesn't appear to
be corrupt.

OBI-WAN
Palpatine's a politician, I've
observed that he is very clever at
following the passions and
prejudices of the Senators.

ANAKIN
I think he is a good man. My
instincts are very positive
about...

ANAKIN looks stunned. He looks sharply at OBI-WAN

OBI-WAN
I sense it, too. Hurry!

INT. SENATE BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT
ARTOO sounds an alarm and shines a light on the bed. THE KOUHUNS are inches from PADME'S face. Their mouths are open, and sharp-tipped stinger tongues flick out.


OBI-WAN and ANAKIN burst into the room. The KOUHUNS stand on their hind legs and hiss as PADME wakes up. ANAKIN throws himself in front of her, cleanly slicing the insects in two.

OBI-WAN rushes in seconds later and notices the droid outside the window. It begins to move away, but Obi-Wan rushes and jumps through the window.

EXT. WINDOW LEDGE, APARTMENT BUILDING - NIGHT
OBI-WAN flies through the glass window and flings himself at the PROBE DROID, grabbing onto the deadly machine before it can flee. The PROBE DROID sinks under the weight of OBI-WAN but manages to stay afloat and fly away, with the Jedi hanging on for dear life, a hundred stories above the city.

INT. SENATE BUILDING, AMIDALA'S APARTMENT - NIGHT
ANAKIN and PADME stare at the sight of OBI-WAN being carried off by the DROID. ANAKIN turns to her. She pulls her nightdress around her shoulders.

ANAKIN
Stay here!

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

TYPHO
Are you alright m'lady?!

Padme looks shocked as she peers out the window, and then in the direction of Anakin.

PADME
I'm . . . fine . . .

EXT. CITYSCAPE, CORUSCANT - NIGHT
The PROBE DROID sends several protective electrical shocks across its surface, causing OBI-WAN to almost lose his grip. The droid darts in and out of speeder traffic. Aliens from everywhere in the galaxy come flying by, nearly missing the small droid and its unwanted passenger. The droid flies close to the wall and successfully manages to slam one of Obi-Wan's hands onto the wall. He nearly falls but recovers his balance as they topple around over the city.

EXT. SENATE APARTMENTS - ENTRANCE - NIGHT
ANAKIN charges out of the building and runs to a line of parked speeders. He vaults into an open one and takes off, gunning it fast toward the lines of speeder traffic high above.

EXT. CITYSCAPE, CORUSCANT - NIGHT
As the droid continues to topple around the cityscape with Obi-Wan managing to hold on, ZAM WESELL sees the DROID approach with OBI-WAN hanging on and pulls a long rifle out of the speeder and starts to fire at the JEDI. EXPLOSIONS burst all around OBI-WAN.

OBI-WAN
I have a bad feeling about this . . .

FINALLY, the DROID suffers a direct hit and blows up. Obi-Wan starts to fall down the surface of Coruscant, far below him. As he falls, he notices a single speeder dive down towards him and pass him up, slowing just enough so he can grasp onto the back. Anakin helps Obi-Wan into the seat and laughs.

ANAKIN
Imagine meeting you here of all
places Master.

OBI-WAN
What took you so long?

ANAKIN
Oh, you know, Master, I couldn't
find a speeder I really liked,
with an open cockpit... and with
the right speed capabilities...
and then you know I had to get a
color that wouldn't look inconspicuous.

They zoom upward in hot pursuit of ZAM as she fires out the open window at them with her laser pistol.

OBI-WAN
If you'd spend as much time
working on your saber skills as
you do on your wit, young Padawan,
you would rival Master Yoda as a
swordsman.

ANAKIN
I thought I already did.

OBI-WAN
Only in your mind, my very young
apprentice. Careful!

ZAM WESELL'S speeder takes a sudden drop and rockets down to the surface. It narrowly avoids collision with a large transport. Anakin speeds towards the transport, not decreasing his speed or altering his course.

OBI-WAN
Anakin! What are you doing?!

Anakin laughs and pours on the speed.

OBI-WAN
Anakin!!

Anakin pulls back on the stick and misses the transport. He arcs the ship downward and resumes following Zam.

OBI-WAN
You know I don't like it when
you do that!

ANAKIN
Sorry, I forgot you don't like
flying, Master.

OBI-WAN
I don't mind flying... but
what you're doing is suicide!

They barely miss a commuter train as ZAM'S ship weaves in and out of traffic.

ANAKIN
Master, I piloted Pod Racers
back on Tatooine many times –
I know what I'm doing!

OBI-WAN
Just slow down!

ZAM maneuvers his speeder around the Capital building of the Senate and disappears through the giant twin towers. Anakin starts to chase after him, but turns around suddenly and heads in a different direction.

OBI-WAN
What are you doing? He went
that way!

ANAKIN
I know Master. This is a shortcut.
(Grins sheepishly)
I think.

Obi-Wan sighs as they enter a small tunnel. Speeders and ships of all sizes fly by, yelling angrily at the Jedi. Obi-Wan ducks lower to the ground of the speeder as they clear the exit. When he looks up, he finds that they are once again behind Zam's speeder.

ANAKIN
See Master? I told you.

OBI-WAN
Anakin, I wish you would stop
taking such risks – a Jedi does
not willingly place himself in mortal
danger unless the safety of others
are – look out!

ZAM passes through several large structures. As his ship passes through, the structures suddenly hum to life, shooting thick beams of electricity through one another.

OBI-WAN
Anakin! Watch out!

Both cover their heads as the ship goes flying through the electrical barricade. Currents of electricity flow through them and the ship, but they are not harmed otherwise. The ship starts to lose speed and power, and then shuts down altogether.

OBI-WAN
Well, now you've done it. We've lost
him.

ANAKIN
I'm sorry Master.

OBI-WAN
If you had better assessed the situation,
We wouldn't have flown straight into
his trap. You need to stop acting so
Impulsively!

ANAKIN
I'm deeply sorry Master.

The speeder hums to life and Anakin sends them back into the flow of traffic.

OBI-WAN
Well, there's no doubt he's gotten far
away, and for all we know is heading off-planet
at this moment. Head back to the Senator's
Chambers, and we'll contact the Council and --

While Obi-Wan is speaking, Anakin looks over the edge. He gets up and steps to the edge of the speeder.

ANAKIN
If you'll excuse me.

Anakin steps off the edge and hurls down to the ground below. Obi-Wan rushes over and watches as Anakin swiftly disappears from view.

OBI-WAN
(in a low, irritated voice)
I hate it when he does this . . .

Anakin continues his decent towards the planet surface. Using the force he manages to slow himself down enough to the point where he can aim his direction of decent. He shifts to the right and reaches out his hands, latching onto a small speeder, propelling him forward fast enough to latch onto Zam's ship, only a short distance ahead. He climbs up to the cockpit and his greeted by several laser blasts from Zam's gun. Anakin activates his lightsaber and pushes it through the cockpit, trying unsuccessfully to slice the gun. Losing balance, Anakin nearly loses his grip on the ship and his lightsaber flies from his hand into the rush of speeder traffic above. He latches back onto the top of the ship and holds on tightly.

Obi-Wan follows the two from a distance behind, and notices a small silver-colored object free-falling in the air. He uses the force to pull it towards him and inspects it. He frowns when he realizes it's Anakin's lightsaber. Pouring on the speed he races after Zam's ship.

Zam, in frustration, turns around to push Anakin off the top of his ship by hand. When the Jedi turns around and rolls out of reach, she turns around and realizes that she's heading down towards the ground. Anakin is shown concentrating as levers switch up and down, aiming them towards the street. As the travel down, Anakin jumps off the ship towards street level.

EXT. ENTERTAINMENT STREET - NIGHT
ZAM exits the crashed speeder and runs. ANAKIN rolls around on the ground and slams into several people, who begin to crowd around him. He rushes off in pursuit of Zam.

It's the seedy underbelly of the city. Broken sidewalks, garish lights reflected on the filthy puddles. It's pretty crowded with various ALIEN LOW-LIFE'S, PANHANDLING DROIDS, and the occasional group of UPPER-CLASS SLUMMERS.

ANAKIN barges into several of them as he chases after the fleeing ZAM. He loses the Bounty Hunter in the crowd, them sees her again, running through the crowd and into a door.

A nightclub sign is flashing over the door. ANAKIN is just about to follow ZAM when there is a sudden swirl of litter from down thrusters. PEOPLE start moving out of the way, and the open speeder lands in the street beside him. OBI-WAN gets out and walks over, holding out ANAKIN'S lightsaber.

OBI-WAN
Anakin!

ANAKIN
She went into that club, Master.

OBI-WAN
Patience.

OBI-WAN hands ANAKIN the lightsaber.

OBI-WAN
(continuing)
Here. Next time try not to lose it.

ANAKIN
Sorry, Master.

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

OBI-WAN
A Jedi's lightsaber is an extension
of himself . . . an object to be guarded
carefully.

ANAKIN
Yes, Master.

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

OBI-WAN
He must keep it with him at all
times.

ANAKIN
I know, Master.

OBI-WAN
This weapon is your life!

ANAKIN
I've heard this lesson before...

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

OBI-WAN
But, you haven't learned anything,
Anakin.

ANAKIN
I try, Master.

INT. NIGHTCLUB - NIGHT
OBI-WAN and ANAKIN enter the nightclub bar, and several people stare at them, sipping their drinks or sitting at tables. Most are standing up and dancing slightly in the room.

OBI-WAN
Why do I think you are going to be
the death of me?

ANAKIN
Don't say that Master... You're
the closest thing I have to a
father... I love you. I don't want
to cause you pain.

OBI-WAN
Then why don't you listen to me?!

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

OBI-WAN
Do you see him?

ANAKIN
I think he's a she...

OBI-WAN
Then be extra careful...
(nods to a room)
Check it out.

OBI-WAN walks off into the crowd towards the busy bar.

ANAKIN
Where are you going, Master?

OBI-WAN
To get a drink.

OBI-WAN heads for the bar. ANAKIN blinks in surprise, and then moves into the room, where ALIEN FACES look back at him with hostility, suspicion, and invitation as he moves among the tables. OBI-WAN arrives at the bar. He signals the BARMAN.

CLOSE - Somewhere in the room a HAND moves to a pistol in its holster and unsnaps the safety catch. At the bar, a glass is placed in from of OBI-WAN. A drink is poured. He lifts the glass.

ÉLAN SLEAZEBAGGANO
Wanna buy some death sticks?

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

OBI-WAN
You don't want to sell me death-
sticks.

ELAN
(in a monotone voice)
I don't want to sell you death-
sticks.

OBI-WAN moves his fingers.

OBI-WAN
You want to go home and rethink
your life.

ELAN
I want to go home and rethink my
life.

He leaves. OBI-WAN lifts the drink and takes a sip.

CLOSE. The gun is drawn from its holster and held down out of sight. The BOUNTY HUNTER starts to move toward the bar.

ANAKIN checks out ALIEN FACES. OBI-WAN signals for another drink. The gun moves toward his unsuspecting back.

The drink is poured. OBI-WAN reaches for it. The gun is raised to aim directly at his back, and suddenly OBI-WAN turns fast. His lightsaber flashes. There is a shrill SCREAM and ZAM'S hand falls down to the ground as the lightsaber slices through it. She starts to back away, but Anakin shows up with his lightsaber and blocks her exit.

The room is silent. ALIENS rise menacingly from their seats.

ANAKIN
Easy... Official business. Go
back to your drinks.

Slowly, the ALIENS sit. Conversation resumes. Onstage, THE PERFORMERS pick up their routine. OBI-WAN and ANAKIN lift ZAM and carry her out.

EXT. ALLEY OUTSIDE NIGHTCLUB - NIGHT
OBI-WAN and ANAKIN carry ZAM into the alley and lower her to the ground. OBI-WAN attends to her wounded hand. She stares up hatefully at ANAKIN. She winces in pain, and then nods.

OBI-WAN
Do you know who it was you were
trying to kill?

ZAM WESSEL
The Senator from Naboo.

OBI-WAN
Who hired you?

ZAM glares at OBI-WAN.

ZAM WESSEL
I don't need to tell you Jedi scum anything.

Anakin comes face to face with Zam, glowering into her eyes.

ANAKIN
(in a hushed voice)
You WILL tell us . . . you're in no
position to bargain. You refuse to
tell us and your pain will be great,
I can assure you that.

ZAM WESSEL
That Senator's gonna die soon
anyway, and the next one won't
make the same mistake I did...

OBI-WAN
This wound's going to need
treatment.

ANAKIN
Who hired you? Tell us... tell us
now!

ZAM glares hatefully.

ZAM
It was a Bounty Hunter called...

Before she can finish her sentence, a dart flies down at great speed and pierces her neck. Zam tries to speak, but the wound is too great. She closes her eyes and lays her head down, and dies.

A sound of rockets firing is heard from above. OBI-WAN and ANAKIN look up to see an ARMORED ROCKET-MAN taking off from a roof high above. OBI-WAN looks down at ZAM. He touches her neck and pulls out a small, sharp dart.

OBI-WAN
A toxic dart.

Obi-Wan looks up at Anakin and sighs.

OBI-WAN
Let's go.

INT. SENATE BUILDING, AMIDALA'S APARTMENT - DAY
ANAKIN and JAR JAR stand near the door of the anteroom to PADME'S
bedroom. PADME and DORME move about packing luggage.

PADMÉ
Representative Binks. I know I can
count on you.

JAR JAR
Yousa betchen mesa bottums.

PADMÉ
(a slight smile is on her face)
Jar Jar . . .

JAR JAR
(coughs, recovers)
Oh, pardone-ay, Senator. I mean,
I am honored to accept this heavy
burden. I take on this
responsibility with deep humility
tinged with an overwhelming pride.
(pompously)
It is not every day that I am
called upon to...

PADME kisses him on the cheek and gives him a hug. JAR JAR grins sheepishly.

PADMÉ
You're a good friend, Jar Jar. I
don't wish to hold you up. I'm
sure you have a great deal to do.

JAR JAR
Of course, M'lady.

JAR JAR bows and goes out. As he passes ANAKIN, he flashes a dazzling smile... Padme storms by Anakin, a frustrated expression on her face.

PADMÉ
I do not like this idea of hiding.

ANAKIN
Don't worry. Now that the Council
has ordered an investigation, it
won't take Master Obi-Wan long to
find that bounty hunter.

PADMÉ
(frustrated)
I haven't worked for a year to
defeat the "Military Creation Act"
and then not to be here when its fate is
decided.

ANAKIN
Sometimes we have to let go of our
pride and do what is requested of
us.

PADMÉ
Pride?!? Annie, you're young, and
you don't have a very firm grip on
politics. I suggest you reserve
your opinions for some other time.

ANAKIN
Sorry, M'lady. I was only trying
to...

PADMÉ
I know . . . I'm sorry Annie . . .

ANAKIN
Please don't call me that.

PADMÉ
What?

ANAKIN
Annie...

PADMÉ
I've always called you that... ever
since we met on Tatooine . . .

ANAKIN
Please, just Anakin. When you say Annie
it's like I'm still a little
boy... and I'm not.

PADMÉ
I'm sorry, Anakin. It's impossible
to deny you've...
(looks him over)
...that you've grown up.

PADME smiles at ANAKIN. He becomes a little shy.

ANAKIN
Master Obi-Wan manages not to see
it...

PADMÉ
Mentors have a way of seeing more
of our faults than we would like.
It's the only way we grow.

ANAKIN
Don't get me wrong... Obi-Wan is
a great mentor. As wise as Master
Yoda and as powerful as Master
Windu. I am truly thankful to be
his apprentice. Only... although
I'm a Padawan learner, in some
ways... a lot of ways... I'm ahead
of him. I'm ready for the trials.
I know I am! He knows it too. He
believes I'm too unpredictable...
Other Jedi my age have gone
through the trials and made it...
I know I started my training
late... but he won't let me move
on.

PADMÉ
That must be frustrating.

ANAKIN
It's worse... he's overly
critical. He never listens! He
just doesn't understand! It's not
fair!

PADME cannot suppress a laugh. She shakes her head.

PADMÉ
I'm sorry... You sounded exactly
like that little boy I once knew,
when he didn't get his way.

ANAKIN
I do not!

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

PADMÉ
I didn't say it to hurt you.

ANAKIN
I know...

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

PADME
Anakin...

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

PADMÉ
(continuing)
Don't try to grow up too fast.

ANAKIN
I am grown up. You said it
yourself.

ANAKIN looks deep into PADME'S eyes.

PADMÉ
Please don't look at me like that.

ANAKIN
Why not?

PADMÉ
I know what you're thinking.

ANAKIN
(laughing)
Ahh... so, you have Jedi powers
too?

DORME is watching with concern.

PADMÉ
It makes me feel uncomfortable.

ANAKIN
Sorry, M'lady.

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

EXT. CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - DAY
A small bus speeds toward the massive freighter docks of Coruscant's Industrial area. The spaceport is bustling with activity. Transports of various sizes moves supplies and passengers as giant floating cranes lift cargo out of starships. The bus stops before a huge intergalactic freighter starship. It parks in the shadows of an overhang.

INT. CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - DAY
ANAKIN and PADME, dressed in Outland peasant outfits, get up and head for the door where CAPTAIN TYPHO, DORME and OBI-WAN are waiting to hand them their luggage. DORME is dressed to look like Senator Amidala.

CAPTAIN TYPHO
Be safe, m'lady.

PADMÉ
Thank you, Captain. Take good
care of Dorme... the threat's on
you two now.

DORME
Oh don't worry about him,
he'll be safe with me.

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

PADMÉ
You'll be fine.

DORME
It's not me, M'Lady. I worry
about you. What if they discover
I'm not you and find out where
you've gone?

PADMÉ
(looks to Anakin)
Then my Jedi protector will have
to prove how grown up he is.

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

OBI-WAN
Anakin, you stay put on Naboo.
Do not attract any attention. Do
absolutely nothing without
checking in with me or the Council.

ANAKIN
Yes, Master.

OBI-WAN
(to Padme)
I will get to the bottom of this
plot quickly, M'Lady. You'll be
back here in no time.

PADMÉ
I will be most grateful for your
speed, Master Jedi.

ANAKIN
Time to go.

PADMÉ
I know.

PADME gives DORME a last hug. ANAKIN picks up the luggage, and the TWO PEASANTS exit the speeder bus, where ARTOO is waiting for them.

OBI-WAN
May the Force be with you.

ANAKIN
May the Force be with you, Master.

They head off toward the giant Starfreighter.

PADMÉ
I'm beginning to grow nervous over
all this . . .

ANAKIN
I'm kinda scared too. This is my
first assignment on my own.

PADMÉ
(smiling as she looks at ARTOO following them)
I suppose there's nothing to worry about...
after all we have Artoo with us.

The two laugh.

OBI-WAN and CAPTAIN TYPHO watch ANAKIN and PADME disappear into the spaceport with ARTOO trundling along behind them.

OBI-WAN
I hope he doesn't try anything
foolish.

CAPTAIN TYPHO
I'd be more concerned about her
doing something, than him.

EXT. FREIGHTER DOCKS - CORUSCANT - DAY
The freighter slowly takes off from the huge docks area of Coruscant. It soon moves into the crowded skies.

INT. JEDI TEMPLE, MAIN HALLWAY - LATE DAY
From high above, light streams down from the lofty ceilings. OBI-WAN crosses the floor of the great hallway, heading for the Analysis Rooms.

INT. JEDI TEMPLE, ANALYSIS CUBICLES - LATE DAY
OBI-WAN walks past several glass cubicles where work is going on. He comes to an empty one and sits down in front of a console. A PK-4 ANALYSIS DROID comes to life. A tray slides out of the console.

PK-4
Place the subject for analysis on
the sensor tray, please.

OBI-WAN puts the dart onto the tray which retracts into the console. The DROID activates the system, and a screen lights up in from of OBI-WAN.

OBI-WAN
It's a toxic dart. I need to know
where it came from and who made it.

PK-4
One moment, please.

Diagrams and .... appear on the screen, scrolling past at great speed. OBI-WAN watches as the screen goes blank. They tray slides out.

PK-4
(continuing)
As you can see on your screen,
subject weapon does not exist in
any known culture. Markings
cannot be identified. Presumably
self-made by a warrior not
associated with any known society.

OBI-WAN
Excuse me? Could you try again
please?

PK-4
I'm sorry Jedi Master Obi-Wan, but
our records are quite thorough . . .
if the weapon does not show up during
initial scanning, then the weapon is
not in our records at all.

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

OBI-WAN
Thanks for your assistance. You
may not be able to figure this
out, but I think I know someone
who might.

EXT. SPACE, STARSHIP FREIGHTER
The massive, slow-moving Freighter suddenly zooms away into lightspeed.

INT. STARFREIGHTER, STORAGE HOLD - DAY
The great, gloomy hold is crowded with EMIGRANTS and their belongings. To one side ARTOO is coming to the head of a food line, where SERVERS are ladling out bowls of mush. ARTOO holds two bowls.

SERVER
Keep moving! Keep moving!

ARTOO slips tube into a tub of mush and sucks up a large quantity. With one of his little claw-arms, he grabs several chunks of something that looks like brown bread. A SERVER sees him.

FOOD SERVER
(continuing)
Hey! No Droids! Get out of here!

ARTOO takes one last big suck and heads away from the food line. The SERVER shouts after him angrily. The little droid moves past groups of eating or sleeping EMIGRANTS and comes to where ANAKIN is sound asleep. The young Jedi seems to be having a nightmare. He is moving around on his bunk and sweating.

ANAKIN
No, no, Mom, no...

PADME leans over to wipe some of the sweat from his forehead. He wakes up with a start, then realizes where he is. PADME simply looks at him. He stares back, somewhat confused. ARTOO fills up two bowls with mush.

ANAKIN
(continuing)
What?

PADMÉ
You seemed to be having a
nightmare.

ANAKIN looks at PADME a little more closely, trying to see if he has revealed any of his secrets. She hands him a bowl of mush and bread.

PADMÉ
(continuing)
Are you hungry?

ANAKIN
Yes, thank you.

PADMÉ
We went into lightspeed a while
ago.

ANAKIN looks into PADME'S eyes.

ANAKIN
I look forward to seeing Naboo
again. I've thought about it every
day since I left. It's by far the
most beautiful place I've ever
seen…

PADME is a little unnerved by his intense stare.

PADMÉ
You were just a little boy then.
It may not be as you remember it;
time changes your perception.

ANAKIN
I think time has given me much
more mature feelings to enhance my
perception.

PADMÉ
It must be difficult having sworn
your life to the Jedi... not being
able to visit the places you
like... or do the things you
like...

ANAKIN
Or be with the people I love.

PADMÉ
Are you allowed to love? I
thought that was forbidden for a
Jedi.

ANAKIN
Attachment is forbidden.
Possession is forbidden.
Compassion, which I would define
as unconditional love, is central
to a Jedi's life, so you might say
we're encouraged to love.

PADMÉ
You have changed so much

ANAKIN
You haven't changed a bit. You're
exactly the way I remember you in
my dreams. I doubt if Naboo has
changed much either.

PADMÉ
(a short, soft chuckle is heard)
Not a bit.

ANAKIN
I can't wait to breathe the sweet
breeze that comes off the rolling
hills. Whenever I try to
visualize it through the Force, those
hills are what I see.

ANAKIN looks at PADME when he says this.

ANAKIN
(continuing)
I love Naboo.

There is an awkward moment.

PADMÉ
(changing the subject)
Were you dreaming about you
mother earlier?

ANAKIN
Yes... I left Tatooine so long
ago, my memory of her is fading.
I don't want to lose it. Recently
I've been seeing her in my
dreams... vivid dreams... scary
dreams. I worry about her.

PADME gives ANAKIN a sympathetic look, and they go back to eating their breakfasts.

EXT. CORUSCANT, DOWNTOWN, BACK STREET - MORNING
OBI-WAN walks down the street. It is a pretty tough part of town. Old buildings, warehouses, beat up speeders and transporter rigs occasional "shiny freighters" hissing through.

OBI-WAN comes to a kind of alien diner. On the steamed-up window it says "DEX'S DINER" in alien lettering. He goes inside.

INT. CORUSCANT, DEX'S DINER - MORNING
A young waitress, HERMIONE BAGWA, is wiping off a booth tabletop. There is a counter with stools and a line of booths along the wall by the window. A number of CUSTOMERS are eating - TOUGH-LOOKING WORKERS, FREIGHTER DRIVERS etc. HERMIONE looks up as OBI-WAN comes in.

HERMIONE
Can I help ya sir?

OBI-WAN
I'm looking for Dexter.

HERMIONE'S eyes narrow.

HERMIONE BAGWA
Whaddya want him for?

OBI-WAN
He's not in trouble. It's
personal.

HERMIONE stares at OBI-WAN. There is a brief pause. Then she goes to the open serving hatch behind the counter.

HERMIONE BAGWA
Someone to see ya, honey
(lowering her voice)
A Jedi, by the looks of him.

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

DEXTER JETTSTER
Well, what do ya know? If it isn't Obi-
Wan Kenobi!

OBI-WAN
Hey, Dex.

DEXTER JETTSTER
Take a seat! Be right with ya!

OBI-WAN sits in a booth.

HERMIONE BAGWA
You want a cup of ardees?

OBI-WAN
Yes, thank you.

HERMIONE moves off as the door to the counter opens and DEXTER JETTSTER appears. He is big - bald and sweaty, old and alien. Not someone to tangle with. He arrives, beaming hugely.

DEXTER JETTSTER
Hey, ol' buddy!

OBI-WAN
Good to see you Dex – it's been awhile.

DEXTER eases himself into the seat opposite OBI-WAN. He can just make it. HERMIONE sets two mugs of steaming ardees in from of them.

DEXTER JETTSTER
So, my friend, what can I do for
ya?

OBI-WAN
Well . . .
(reaches into his cloak and pulls out the dart from a small compartment in his cloak)
You can tell me what this is.

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

DEXTER JETTSTER
Well, whattaya know...

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

DEXTER JETTSTER
(continuing)
I ain't seen one of these since I
was prospecting on Subterrel
beyond the Outer Rim!

OBI-WAN
Do you know where it came from?

DEXTER grins. He puts the dart down between them.

DEXTER JETTSTER
This baby belongs to them cloners.
What you got here is a Kamino
Kyberdart.

OBI-WAN
Kamino Kyberdart... I wonder why
it didn't show up in any analysis
archive.

DEXTER JETTSTER
It's these funny little cuts on
the side give it away...
Those analysis droids you've got
over there only focus on symbols,
you know. I should think you Jedi
would have more respect for the
difference between knowledge and
wisdom.
(laughs)

OBI-WAN
Well, Dex, if droids could think, we
wouldn't be here, would we?
(laughing)
Kamino... doesn't sound familiar.
Is it part of the Republic?

DEXTER JETTSTER
No, it's beyond the Outer Rim.
I'd say about twelve parsecs
outside the Rishi Maze, toward the
south. It should be easy to find,
even for those droids in your
archive. Those Kaminoans
keep to themselves. They're
cloners. Damned good ones, too.

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

OBI-WAN
Cloners? Are they friendly?

DEXTER JETTSTER
It depends.

OBI-WAN
On what, Dex?

Dexter grins.

DEXTER JETTSTER
On how good your manners are . . .
(chuckles)
And how many credits you have . . .
(chuckles some more)
EXT. NABOO SPACEPORT - DAY
The Starfreighter lands in the giant port city of Theed.

PADME, ANAKIN and ARTOO are among the EMIGRANTS streaming from the Starfreighter and into the vast docking area. They exit onto the main plaza.

EXT. NABOO PALACE, GRAND COURTYARD (NABOO) - AFTERNOON
The speeder bus pulls up and stops. PADME, ANAKIN, and ARTOO get out. The great courtyard stretches out before them, and they see the rose-colored dome of the palace on the far side. ARTOO WHISTLES. They pick up their gear and start to cross the courtyard. ARTOO trundles behind them.

ANAKIN
If I grew up here, I don't think
I'd ever leave.

PADMÉ
(laughing)
I doubt that.

ANAKIN
No, really. When I started my
training, I was very homesick and
very lonely. This city and my Mom
were the only pleasant things I
had to think about... The problem
was, the more I thought about my
Mom, the worse I felt. But I
would feel better if I thought
about the palace - the way it
shimmers in the sunlight - the way
the air always smells of flowers...

PADMÉ
...and the soft sound of the
distant waterfalls. The first
time I saw the Capital, I was very
young... I'd never seen a
waterfall before. I though they
were so beautiful... I never
dreamed one day I'd live in the
palace.

ANAKIN
Well, tell me, did you dream of
power and politics when you were
a little girl?

PADMÉ
(laughing)
No! That was the last thing I
thought of. My dream was to help
in the "Refugee Relief Movement."
I never thought of running for
elected office. But the more
history I studied, the more I
realized how much good politicians
could do. So when I was eight, I
joined the "Apprentice
Legislators", then later on became
a Senatorial advisor, with such a
passion that, before I knew it, I
was elected Queen. Partly because
I scored so high on my education
certificate, but for the most part
it was my conviction that reform
was possible. I wasn't the
youngest Queen ever elected, but
now that I think back on it, I'm
not sure I was old enough. I'm not
sure I was ready.

ANAKIN
The people you served thought you
did a good job. I heard they
tried to amend the Constitution so
you could stay in office.

PADMÉ
Popular rule is not democracy,
Annie. It gives the people what
they want, not what they need.
And, truthfully, I was relieved
when my two terms were up. So
were my parents. They worried
About me during the blockade and
couldn't wait for it all to be
over. Actually, I was hoping to
have a family by now... My
sisters have the most amazing,
wonderful kids... but when the
Queen asked me to serve as
Senator, I couldn't refuse her.

ANAKIN
I agree! I think the Republic
needs you... I'm glad you chose
to serve. I feel things are going
to happen in our generation that
will change the galaxy in profound
ways.

PADMÉ
I think so too.

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

INT. NABOO PALACE, THRONE ROOM - AFTERNOON
QUEEN JAMILLIA is seated on the throne, flanked by SIO BIBBLE and a COUPLE OF ADVISORS. FOUR HANDMAIDENS stand close by, and GUARDS are at the doors.

QUEEN JAMILLIA
We've been worried about you.
(takes her hand)
I'm so glad you're safe, Padmé.

PADMÉ
Thank you, Your Highness. I only
wish I could have served you
better by staying on Coruscant for
the vote.

SIO BIBBLE
Given the circumstances, Senator,
you know it was the only decision
Her Highness could have made.

QUEEN JAMILLIA
How many systems have joined Count
Dooku and the separatists?

PADMÉ
About two hundred. And more are
leaving the Republic every day.
If the Senate votes to create an
army, I'm sure it's going to push
us into a civil war.

SIO BIBBLE
It's unthinkable! There hasn't
been a full-scale war since the
formation of the Republic!

QUEEN JAMILLIA
Do you see any way, through
negotiations, to bring the
separatists back into the Republic?

PADMÉ
Not if they feel threatened. The
separatists don't have an army,
but if they are provoked, they
will move to defend themselves.
I'm sure of that. And with no time
or money to build an army, my
guess is they will turn to the
Commerce Guilds or the Trade
Federation for help.

QUEEN JAMILLIA
The armies of commerce! Why has
nothing been done in the Senate
to restrain them?

PADMÉ
I'm afraid that, despite the
Chancellor's best efforts, there
are still many bureaucrats,
judges, and even Senators on the
payrolls of the Guilds.

SIO BIBBLE
It's outrageous! After all of
those hearings, and the four trials in
the Supreme Court, Nute Gunray is
still the Viceroy of the Trade
Federation. Do those money
mongers control everything?

QUEEN JAMILLIA
Remember, Counselor, the courts
were able to reduce the
Federation's armies. That's a
move in the right
direction.

PADMÉ
There are rumors, Your Highness,
that the Federation Army was not
reduced as they were ordered.

ANAKIN
The Jedi have not been allowed to
investigate. It would be to be too
dangerous for the economy, we were
told.

QUEEN JAMILLIA
We must keep our faith in the
Republic. The day we stop
believing democracy can work is
the day we lose it.

PADMÉ
Let's pray that day never comes.

QUEEN JAMILLIA
In the meantime, we must consider
your own safety.

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

SIO BIBBLE
(to Anakin)
What is your suggestion, Master
Jedi?

PADMÉ
Anakin's not a Jedi yet, Counselor.
He's still a Padawan learner. I
was thinking...

ANAKIN
(nettled)
Hey, hold on a minute!

PADMÉ
Excuse me! I was thinking I would
stay in the Lake Country. There
are some places up there that are
very isolated.

ANAKIN
Excuse me - I'm in charge of
security here, M'Lady!

SIO BIBBLE and QUEEN JAMILLIA exchange a curious look. Anakin turns to face directly towards Padme.

PADMÉ
Annie, my life is at risk, and
this is my home. I know it very
well... that is why we're here.
I think it would be wise for you
to take advantage of my knowledge
in this instance.

ANAKIN
(takes a deep breath)
Sorry, M'Lady.

SIO BIBBLE
(to Anakin, amused)
She is right. The Lake Country is
the most remote part of Naboo.
Not many people and a clear view
of the surrounding terrain.

QUEEN JAMILLIA
Perfect. It's settled then.

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

QUEEN JAMILLIA
(continued)
Padmé, I had an audience with your
father yesterday. I told him what
was happening. He hopes you will
visit your mother before you
leave... your family's very
worried about you.

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

EXT. JEDI TEMPLE - DAY
The main entrance at the base of the huge temple is bustling with activity. All sorts of JEDI are coming and going.

INT. JEDI TEMPLE, ARCHIVES LIBRARY - DAY
A bronze bust of Count Dooku, stands among a line of other busts of Jedi in the Archive Room. OBI-WAN stands in front it, studying the striking features of the chiseled face.

On the walls, lighted computer panels seem to stretch into infinity. Farther along the room in the background, FIVE JEDI are seated at tables, studying archival material.

After OBI-WAN studies the bust for a few moments before MADAME JOCASTA NU, the Jedi Archivist is standing next to him. She is an elderly, frail-looking human Jedi, but has the aura of a powerful Jedi master.

JOCASTA NU
Did you call for assistance?

OBI-WAN
(distracted in thought)
Yes... yes, I did...

JOCASTA NU
He has a powerful face, doesn't
he? He was one of the most
brilliant Jedi I have had the
privilege of knowing.

OBI-WAN
I never understood why he quit.
Only twenty Jedi have ever left
the Order.

JOCASTA NU
(sighs)
The Lost Twenty... and Count Dooku
was the most recent and the most
painful. No one likes to talk
about it. His leaving was a great
loss to the Order.

OBI-WAN
What happened?

JOCASTA NU
Well, one might say, he was always
a bit out of step with the
decisions of the Council... much
like your old Master, Qui-Gon Jinn.

OBI-WAN
(surprised)
Really?

JOCASTA NU
Oh, yes. They were alike in many
ways. Very individual thinkers...
idealists...

JOCASTA NU stares at the bust

JOCASTA NU
(continuing
He was always striving to become
a more powerful Jedi. He wanted
to be the best. With a lightsaber,
in the old style of fencing, he
had no match. His knowledge of
the Force was... unique. In the
end, I think he left because he
lost faith in the Republic. He
believed that politics were
corrupt, and he felt the Jedi
betrayed themselves by serving the
politicians. He always had very
high expectations of government.
He disappeared for nine or ten
years, then he just showed up
recently as the head of the
separatist movement.

OBI-WAN
Interesting... I'm still not sure
I understand.

JOCASTA NU
Well, I'm sure you didn't call me
over here for a history lesson.
Are you having a problem, Master
Kenobi?

OBI-WAN
Yes, I'm trying to find a planet
system called Kamino. It doesn't
seem to show upon any of the
archive charts.

JOCASTA NU
Kamino? It's not a system I'M
familiar with... Let me see...

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

JOCASTA NU
(continuing)
Are you sure you have the right
coordinates?

OBI-WAN
(nodding)
According to my information, it
should be in this quadrant
somewhere... just south of the
Rishi Maze.

JOCASTA NU taps the keyboard and frowns.

JOCASTA NU
No coordinates? It sounds like the
kind of directions you'd get from
a street tout... some old miner or
Furbog trader.

OBI-WAN
All three actually.

JOCASTA NU
Are you sure it exists?

OBI-WAN
Absolutely.

JOCASTA NU
Let me do a gravitational scan.

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

JOCASTA NU
There are some inconsistencies
here. Maybe the planet you're
looking for was destroyed.

OBI-WAN
Wouldn't that be on record?

JOCASTA NU
It ought to be. Unless it was very
recent.
(shakes her head)
I hate to say it, but it looks
like the system you're searching
for doesn't exist.

OBI-WAN
That's impossible... perhaps the
archives are incomplete.

JOCASTA NU
The archives are comprehensive and
totally secure, my young Jedi.
One thing you may be absolutely
sure of - if an item does not
appear in our records, it does not
exist!

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

EXT. THEED, RESIDENTIAL AREA, SIDE STREET - AFTERNOON
PEOPLE are passing through the little street, OLD MEN are sunning themselves, WOMEN are gossiping, KIDS are playing. ANAKIN, PADME and ARTOO turn onto a side street. ANAKIN is back in his Jedi robes. PADME wear a beautiful simple dress. She stops, beaming.

PADME
There's my house!

PADME starts forward; ANAKIN hangs back.

PADME
(continuing)
What? Don't tell me you're nervous!

ANAKIN
(untruthfully)
No, but I...

Suddenly, there are shouts from two little girls, RYOO (age 8) and POOJA (age 7). They come running toward PADME.

RYOO & POOJA
Aunt Padme!! Aunt Padme!!

PADME
Ryoo!! Pooja!!

PADME scoops up RYOO and POOJA and hugs them.

PADME
(continuing)
I'm so happy to see you! This is
Anakin. Anakin, this is Ryoo, and
this is Pooja.

ANAKIN and the GIRLS say hello shyly. Then:

RYOO & POOJA
Artoo!!!

As they see the droid, they rush up and try to hug him. ARTOO lets loose a long beep/whine as they hug him. Anakin and Padme laugh as they head towards the house.

INT. PADME'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON
SOLA, PADME'S beautiful older sister, comes in from the kitchen carrying a big bowl of food.

SOLA
(over her shoulder)
They're eating over at Jev
Narran's later, Mom. They just
had a snack. They'll be fine.

SOLA puts the bowl down on the table, where ANAKIN, PADME and RUWEE NABERRIE (Padme's father) are coming into the room.

PADME
Anakin, this is my sister, Sola.

SOLA
Hello, Anakin.

ANAKIN
Hello.

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

JOBAL
You're just in time for dinner. I
hope you're hungry, Anakin.

ANAKIN
A little.

PADME
He's being polite, Mom. We're
starving.

RUWEE
(grinning)
You came to the right place at the
right time. Sit down, son.

EVERYONE sits and starts passing food.

JOBAL
(to Padme)
Honey, it's so good to see you
safe. We were so worried.

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

RUWEE
Dear...

JOBAL
I know, I know... but I had to say
It, it's what we mothers do.

SOLA
Well, this is exciting! Do you
know, Anakin, you're the first
boyfriend my sister's ever brought
home?

PADME
(rolls her eyes)
Sola!! He isn't my boyfriend!
He's a Jedi assigned by the Senate
to protect me.

JOBAL
A bodyguard?! Oh, Padme! They
didn't tell us it was that serious!

PADME
It's not, Mom, I promise.
(glances at Jobal)
Anyway, Anakin's a friend. I've
known him for years. Remember
that little boy who was with the
Jedi during the blockade crisis?

They nod.

PADME
(continuing)
He grew up.

JOBAL
Honey, when are you going to
settle down? Haven't you had
enough of that life? I certainly
have!

PADME
Mom, I'm not in any danger.

RUWEE
(to Anakin)
Is she?

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

PADME
(quickly, giving Anakin a sharp look)
But not much.

EXT. PADME'S PARENTS' GARDEN - AFTERNOON
ANAKIN and RUWEE are walking.

RUWEE
Sometimes I wish I'd traveled
more... but I must say, I'm happy
here.

ANAKIN
Padme tells me you teach at the
university?

RUWEE
(nodding)
Yes, and before that, I was a
builder. I also worked for the
Refugee Relief Movement, when I
was very young.

INT. PADME'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON
PADME, SOLA and JOBAL are clearing the table.

SOLA
Why haven't you told us about him?

PADMÉ
What's there to talk about? He's
just a boy.

SOLA
A boy? Have you seen the way he
looks at you?

PADMÉ
Sola - stop it!

SOLA
It's obvious he has feelings for
you. Are you saying, little baby
sister, that you haven't noticed?

PADMÉ
I'm not your baby sister, Sola.
Anakin and I are friends... our
relationship is strictly
professional.
(to Jobal)
Mom, would you tell her to stop it?

SOLA
(laughing)
Well, maybe you haven't noticed
the way he looks at you. I think
you're afraid to.

PADMÉ
Cut it out.

JOBAL
Sola's just concerned... we all
are.

PADMÉ
Oh, Mom, you're impossible. What
I'm doing is important.

JOBAL
You've done your service, Padmé.
It's time you had a life of your
own. You're missing so much!

EXT. PADME'S PARENTS' GARDEN - AFTERNOON
ANAKIN and RUWEE are walking in the garden. RUWEE stops and faces ANAKIN directly.

RUWEE
Now tell me, son. How serious is
this thing? How much danger is my
daughter really in?

ANAKIN
There have been two attempts on
her life. Chances are there'll be
more. My Master is tracking down
the assassins. I'm sure he'll find
out who they are. This situation
won't last long.

RUWEE
I don't want anything to happen to
her.

ANAKIN
I don't either.

INT. PADME'S PARENTS' HOUSE, PADME'S ROOM - AFTERNOON
PADME throws some things into a bag.

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

ANAKIN
I just want to get there before
dark.

PADME goes on packing. ANAKIN looks around the room.

ANAKIN
(continuing)
You still live at home.

PADME
I move around so much, I've never
had a place of my own. Official
residences have no warmth. I feel
good here. I feel at home.

ANAKIN
I never had a real home. Home was
always where my Mom was.

ANAKIN picks up a framed hologram.

ANAKIN
(continuing)
Is this you?

The hologram shows Padme at age seven or eight surrounded by forty or fifty little green creatures. She is holding one in her arms. They are all smiling hugely.

PADME
That was when I went with the
Relief Group to Shadda-Bi-Boran.
Their sun was imploding, and the
planet was dying. I was helping
to relocate the children. See
that little one I'm holding? His
name was N'a-kee-tula, which means
sweetheart. He was so full of
life,. All those kids were. I did
everything I could to save him,
but he died... they all did. They
were never able to adapt... to
live off their native planet.

ANAKIN picks up another hologram. It shows PADME at age ten or eleven. She is wearing official robes and standing between two robed legislators. Her expression is severe.

PADME
(continuing)
My first day as an Apprentice
Legislator. Notice the difference?

PADME pulls a face. ANAKIN grins. She continues packing. ANAKIN sets the two holograms down side by side - the beaming little girl, and then the stern, unsmiling adolescent.

INT. JEDI TEMPLE, MAIN HALLWAY - DAY
OBI-WAN walks through the main hallway to the training area.

INT. JEDI TEMPLE, TRAINING VERANDA - DAY
OBI-WAN comes out onto the veranda and stops, watching TWENTY or so NINE-YEAR-OLDS doing training exercises, supervised by YODA. They wear helmets over their eyes and try to strike little TRAINING DROIDS with their miniature lightsaber's. The DROIDS dance in front of them.

YODA
Don't think... feel... be as one
with the Force. Help you, it will.
(he sees Obi-Wan and taps his cane on the ground)
Younglings - Younglings! A visitor we
have.

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


CHILDREN
Hello Master Obi-Wan!

OBI-WAN
I am sorry to disturb you, Master.

YODA
What help to you, can I be?

OBI-WAN
I'm looking for a planet described
to me by an old friend. I trust
him. But the system doesn't show
up on the archive maps.

YODA
An interesting puzzle. Gather
round the map reader, younglings.
Master Obi-Wan has lost a planet.
Find it, we will try...

The map reader is a small shaft with a hollow opening at the top. The CHILDREN gather around it. OBI-WAN takes out a little glass ball and places it into the bowl. The window shades close darkening the room and the reader lights up, projecting the star map hologram into the room. The CHILDREN laugh. Some of them reach up to try and touch the nebulae and stars. OBI-WAN walks into the display.

OBI-WAN
This is where it ought to be...
but it isn't. Gravity is pulling
all the stars in this area inward
to this spot. There should be a
star here... but there isn't.

YODA
Most interesting. Gravity's
silhouette remains, but the star
and all its planets have
disappeared. How can this be?

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

JEDI CHILD JACK
Because someone erased it from the
archive memory.

JEDI CHILD MAY
If the planet blew up, the gravity
would go away.

OBI-WAN stares; YODA chuckles.

YODA
Truly wonderful, the mind of a
child is. Uncluttered. To the
centre of the pull of gravity go,
and find your planet you will.

OBI-WAN
But Master Yoda who could have
erased information from the
archives? That's impossible,
isn't it?

YODA
(frowning)
Much harder to answer, that
question is. If the planet was indeed
erased, then only a Jedi could have
done so . . . meditate on this I will. Go
to this planet and report what you
find.

EXT. NABOO LAKE RETREAT, WATER SPEEDER, LANDING PLATFORM - LATE AFTERNOON
A water speeder driven by PADDY ACCU, the retreat caretaker, skims across the lake away from the island landing platform where a chrome Naboo Starship rests. ANAKIN and PADME are sitting in the speeder as it skims away to where a lodge rises on a beautiful island in the middle of the lake.

EXT. NABOO LAKE RETREAT, LODGE, GARDEN TERRACE LATE AFTERNOON
ANAKIN and PADME walk up the stairs from where the water speeder is parked onto a terrace overlooking a lovely garden. Behind them, PADDY ACCU supervises two serving girls, NANDI and TECKLA, as they carry the bags into the Lodge.

ANAKIN and PADME stop at the balustrade. PADME looks out across the garden to the shimmering lake and the mountains rising beyond. ANAKIN looks at her silently.

PADMÉ
When I was in Level Three, we used
to come here for school retreat.
See that island? We used to swim
there every day. I love the water.

ANAKIN
I do too. I guess it comes from
growing up on a desert planet.

PADME becomes aware that ANAKIN is looking at her.

PADMÉ
...We used to lie on the sand and
let the sun dry us... and try to
guess the names of the birds
singing.

ANAKIN
I don't like sand. It's coarse
and rough and irritating, and it
gets everywhere. Not like here.
Here everything's soft... and
smooth...

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

PADMÉ
There was a very old man who lived
on the island. He used to make
glass out of sand - and vases and
necklaces out of the glass. They
were magical.

ANAKIN
(looks into her eyes)
Everything here is magical.

PADMÉ
You could look into the glass and
see the water. The way it ripples
and moves. It looked so real...
but it wasn't.

ANAKIN
Sometimes, when you believe
something to be real, it becomes
real. Real enough, anyway...

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

PADMÉ
I used to think if you looked too
deeply into glass, you would
lose yourself.

ANAKIN
I think it's true...

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

PADMÉ
I shouldn't have done that.

ANAKIN
I'm sorry. When I'm around you,
my mind is no longer my own.

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

He looks at her.

ANAKIN
...the view.

PADME looks at Anakin for a moment and then rushes off the scene. ANAKIN watches her, sighs, and turns back to the water.

EXT. CORUSCANT, LANDING PLATFORM - LATE AFTERNOON
Obi-Wan's Starfighter is ready for takeoff. OBI-WAN and MACE WINDU stand beside it. YODA is nearby.

OBI-WAN
I am concerned for my Padawan. He
is not ready to be on his own.

YODA
The Council is confident in this decision,
Obi-Wan.

MACE
He has exceptional skills. The
Council is confident in its
decision, Obi-Wan.

OBI-WAN
But he still has much to learn.
And his abilities have made him...
well... arrogant. I realize now
what you and Master Yoda knew from
the beginning... the boy was too
old to start the training and...

OBI-WAN hesitates.


OBI-WAN
Master, he should not have been
given this assignment. I'm afraid
Anakin won't be able to protect
the Senator.

YODA
So sure are you?

OBI-WAN
He has a... an emotional
connection with her. It's been
there since he was boy. Now
he's confused... distracted.

MACE-WINDU
Obi-Wan, you must have faith that
he will take the right path.

OBI-WAN climbs into the cockpit of the Starfighter.

OBI-WAN
I'll report in as soon as I can.
(starts the ship's engines)

YODA
May the Force be with you.

The ship rises into the air and shoots off into space, disappearing from view.

EXT. NABOO LAKE RETREAT, LOUNGE, LATE AFTERNOON
The setting sun touches the mountain peaks. The lake glows in the rose-tinted light. Floating lamps glean softly like jewels at the lodge.

INT. NABOO LAKE RETREAT, DINING ROOM - LATE AFTERNOON
NANDI place dessert in front of PADME. TECKLA does the same for ANAKIN. The dessert is some kind of fruit. PADME picks up her fork and goes to spear a piece, but it moves. She frowns and tries again -the fruit moves. She looks up at ANAKIN. His eyes are on his plate.

PADME
You did that?

ANAKIN looks up - wide-eyed innocence.

ANAKIN
What?

PADME scowls at him. PADME jabs at the fruit - ANAKIN subtly moves his hand and it lifts up from the plate and hovers in front of her.

PADME
That! Now stop it!

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

PADME
(continuing)
Anakin!!

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

ANAKIN
I'm not really supposed to do
that... for fun, I mean. If
Master Obi-Wan were here, he'd be
very grumpy.

ANAKIN is pleased. He cuts the fruit into several pieces and sends one back to PADME. She bites it out of the air and laughs.

INT. NABOO LAKE RETREAT, LODGE, FIREPLACE ALCOVE - TWILIGHT
A fire blazes in the open hearth. PADME is sitting in front of it, gazing at the flames.

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

ANAKIN
May I tell you something?

PADME
I don't know.

ANAKIN
Then how can I tell you?

PADME
Maybe you should use your Jedi
intuition.

ANAKIN
It doesn't work around you. My
mind is always a muddle... I can
only think of you.

PADME
Anakin, don't...

ANAKIN
From the moment I met you, all
those years ago, a day hasn't gone
by when I haven't thought of you.
And now that I'm close to you again,
I'm in agony. The closer I get to
you, the worse it gets. The
thought of not being with you
makes my stomach turn over - my
mouth goes dry. I feel dizzy. I
can't breathe. I'm haunted by the
kiss you should never have given
me. My heart is beating, hoping
that kiss will not become a scar.
You are in my very soul,
tormenting me. What can I do? I
will do anything you ask...

Silence. The logs flame in the hearth.

ANAKIN
(continuing)
If you are suffering as much as I
am, tell me.

PADME
...I can't. We can't. It's just
not possible.

ANAKIN
Anything's possible. Padme,
please listen...

PADME
You listen. We live in a real
world. Come back to it. You're
studying to become a Jedi Knight.
I'm a Senator. If you follow your
thoughts through to conclusion,
they will take us to a place we
cannot go... regardless of the way
we feel about each other.

ANAKIN
Then you do feel something!
There's an extraordinary
connection between us. You can't
deny that.

PADME
Annie, it doesn't make any
difference. Jedi aren't allowed
to marry. You swore an oath,
remember? You'd be expelled from
the Order. I will not let you
give up your responsibilities...
your future, for me.

ANAKIN
I was destined to be a Jedi. I
don't think I could be anything
else. But you are asking me to be
rational. That is something I
know I cannot do. I wish I could
wish my feelings away... but I
can't.

PADME
I am not going to give into this.
I'm not going to throw my life
away. I have more important things
to do than fall in love.

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

ANAKIN
It wouldn't have to be that way...
we could keep it a secret.

PADME
Then we'd be living a lie - one we
couldn't keep even if we wanted
to. My sister saw it. So did my
mother. I couldn't do that.
Could you, Anakin? Could you live
like that?

Silence for a moment.

ANAKIN
...No, you're right. It would
destroy us.

They silently gaze down at the floor, Anakin nervously playing with his robe.

EXT. SPACE
It's just like the star map hologram, plus the storm-shrouded planet of Kamino, which is exactly where it ought to be. Obi-Wan's Starship flies OVER CAMERA and heads down toward the planet.

EXT. TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY
Heavy rains and hard-driving winds lash the platform as Obi-Wan's Starship approaches. The entire city is perched above the ocean on giant support beams with large waves smashing into the side. The complex is entirely white.

The Starfighter lands. OBI-WAN gets out and makes his way through the bowling wind toward a tower on the far side of the platform. A door slides open. A shaft of brilliant light pierces the swirling rain. OBI-WAN passes through it and goes inside.

INT. TIPOCA CITY, CORRIDOR ENTRANCE
A Brilliant white light. OBI-WAN pushes the soaking hood from his face.

TAUN WE
Welcome to Tipoca City, Master
Jedi.

OBI-WAN wipes the rain from his face and blinks in surprise at a tall, pasty-white alien named TAUN WE. He has large, almond shaped eyes.

TAUN WE
Everything is ready. The Prime
Minister expects you.

OBI-WAN
(warily)
I'm expected?

TAUN WE
Of course! He is anxious to see
you. After all these years, we
were beginning to think you
weren't coming. Now please, this
way!

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

Obi-Wan follows Taun We cautiously.

INT. TIPOCA CITY, PRIME MINISTER OFFICE - DAY
The door slides open. OBI-WAN and TAUN WE enter and cross to where LAMA SU rises, smiling, from behind his desk, which, like all the furniture on Kamino, seems made out of pure light.

TAUN WE
May I present Lama Su, Prime
Minister of Kamino... and this is
Master Jedi...

OBI-WAN
Obi-Wan Kenobi.

LAMA SU
Please...sit.

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

LAMA SU
I trust you are going to enjoy
your stay. We are most happy you
have arrived at the best part of
the season.

OBI-WAN
You make me feel most welcome.

LAMA SU
And now to business. You will be
delighted to hear we are on
schedule. Two hundred thousand
units are ready, with another
million well on the way.

OBI-WAN
(improvising)
That is... good news.

LAMA SU
Please tell your Master Sifo-Dyas
that we have every confidence his
order will be met on time and in
full. He is well, I hope?

OBI-WAN
I'm sorry Master - ?

LAMA SU
Jedi Master Sifo-Dyas. He's still
a leading member of the Jedi
Council, is he not?

OBI-WAN
Oh, yes . . . Sifo-Dyas. You . . .
Don't know?

LAMA SU
Know what?

OBI-WAN
Master Sifo-Dyas passed on about
Ten years ago.

LAMA SU
I am very sorry to hear this. However,
I'm sure his order still stands.
(rises from his chair)
You must be anxious to inspect the
units for yourself.

OBI-WAN
That's why I'm here.

As they turn to leave, Obi-Wan looks down, confused, and then follows them through the door.

EXT. NABOO, MOUNTAIN MEADOW - LATER AFTERNOON
PADME and ANAKIN are in the middle of an idyllic hilly meadow, its lush grasses sprinkled with flowers. At a distance, a herd of SHAAKS graze contentedly.

Beyond is the shimmering expanse of the lake. Several other lakes stretch to the horizon. The warm air is full of little floating puffballs. They sit on the grass, in a playful, coy mood, talking. PADME is picking flowers.

PADMÉ
I don't know...

ANAKIN
Sure you do... you just don't want
to tell me.

PADMÉ
Are you going to use one of your
Jedi mind tricks on me?

ANAKIN
They only work on the weak-minded.
You are anything but weak-minded.

PADMÉ
All right... his name was Palo.
I was twelve. We were both in the
Legislative Youth Program. He was
a few years older then I... very
cute... dark curly hair... dreamy
eyes.

ANAKIN
All right, I get the picture...
whatever happened to him?

PADMÉ
I went on to become a Queen. He
went on to become an artist.

ANAKIN
Maybe he was the smart one.

PADME
You really don't like politicians,
do you?

ANAKIN
I like two or three, but I'm not
really sure about one of them.
(smiling)
I don't think the system works.

PADME
How would you have it work?

ANAKIN
We need a system where the
politicians sit down and discuss
the problems, agree what's in the
best interests of all the people,
and then do it.

PADME
That is exactly what we do. The
trouble is that people don't
always agree. In fact, they
hardly ever do.

ANAKIN
Then they should be made to.

PADME
By whom? Who's going to make them?

ANAKIN
I don't know. Someone.

PADME
You?

ANAKIN
Of course not me.

PADME
But someone.

ANAKIN
Someone wise.

PADME
That sounds an awful lot like a
dictatorship to me.

A mischievous little grin creeps across his face.

ANAKIN
Well, if it works...

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

PADMÉ
You're making fun of me.

ANAKIN
(laughing)
On no, I'd be much too frightened
to tease a Senator.

PADMÉ
(also laughing)
You're so bad!

PADME picks up a piece of fruit and throws it at him. He catches it. PADME throws two more pieces of fruit, and ANAKIN catches them. ANAKIN then starts to juggle the fruit. PADME laughs and throws more fruit at him. He manages to juggle them too until there are too many, and he loses control and ducks, letting food fall on his head. They both laugh.

ANAKIN stands in front of a SHAAK, yelling at it and waving his arms. PADME starts laughing as ANAKIN runs in circles, chased by the SHAAK.

The SHAAK crosses in front of PADME. ANAKIN is riding it, facing the SHAAK'S tail. The SHAAK bucks, and ANAKIN falls off. PADME laughs even harder. ANAKIN lies still. PADME jumps uip and runs to where ANAKIN is face down in the grass. She turns him over. He is pulling a stupid face at her. She yelps in mock fury and takes a swing at him. He catches her arm. She struggles. They roll over in the grass. Suddenly, they become aware of the contact between them. They let go of each other quickly and sit up, looking away.

ANAKIN stands up and holds out his hand to her. She takes it. He pulls her up. And now they are easy together, not self-conscious anymore. PADME scrambles up onto the SHAAK behind ANAKIN. She puts her arms around his waist and leans against his back. ABAJUB digs his heels in. The SHAAK starts forward, and they ride away.

EXT. TIPOCA CITY, PARADE GROUND (RAINSTORM) - DAY
OBI-WAN, LAMA SU and TAUN WE come out onto a balcony. Below is a huge parade ground. The rain and wind are brutal. THOUSANDS OF CLONE TROOPERS march along the ground in giant formations. Several are performing drills. Others are collecting helmets from stands.

LAMA SU
(beaming)
Magnificent, aren't they?

OBI-WAN nods slowly, frowning slightly.

INT. TIPOCA CITY, CLONE CENTER, COMMISSARY - DAY
LAMA SU conducts OBI-WAN through a large eating area. TAUN WE follows as they walk by HUNDREDS OF CLONES who look exactly alike, all about twenty years old, dressed in black. They are seated at tables, eating.

LAMA SU
We modified their genetic
structure to make them less
independent than the original
host. As a result they are
totally obedient, taking any order
without question.

OBI-WAN
Who was the original host?

LAMA SU
A bounty hunter called Jango Fett.
We felt a Jedi would be the
perfect choice, but Sifo-Dyas hand-
picked Jango Fett himself.

OBI-WAN
Where is this bounty hunter now?

LAMA SU
Oh, we keep him here. After a few
hundred thousand clones, the
genetic pattern starts to fade, so
we take a fresh supply. He lives
here, but he's free to come and go
as he pleases.

INT. TIPOCA CITY, CLONE CENTER, BARRACKS - DAY
The tour continues through a long corridor filled with narrow, transparent tubes into which CLONES are climbing. Once in the tube, the CLONE goes to sleep.

LAMA SU
Apart from his pay, which is
considerable, Fett demanded only
one thing - an unaltered clone for
himself. Curious isn't it?

OBI-WAN
Unaltered?

LAMA SU
Pure genetic replication. No
tampering with the structure to
make it more docile... and no
growth acceleration...

OBI-WAN
I would like to meet this Jango
Fett.

TAUN WE
I would be most happy to arrange
it for you.

TAUN WE bows, and leaves.

INT. TIPOCA CITY, CLONE CENTER, CLASSROOM - DAY
The tour continues through a classroom filled with IDENTICAL YOUNG BOY CLONES.

OBI-WAN
You mentioned growth
acceleration...

LAMA SU
Oh yes, it's essential.
Otherwise, a mature clone would
take a lifetime to grow. Now, we
can do it in half the time. Those
items you saw on the parade ground
were started ten years ago, when
Sifo-Dyas first placed the order,
and they're already mature...

OBI-WAN looks at the BOY CLONES.

OBI-WAN
And these?

LAMA SU
About five years ago.

INT. TIPOCA CITY, CLONE CENTER, HATCHERY - DAY
They enter a space filled with great racks of glass spheres, which are filled with fluid in which EMBRYOS are suspended.

LAMA SU
They're immensely superior to
droids, capable of independent
thought and action.

OBI-WAN
Very impressive.

LAMA SU
I'd hoped you would be pleased.

OBI-WAN gazes at the nearest embryos.

OBI-WAN
(carefully)
Tell me, prime minister, when
Master Sifo-Dyas first contacted
you, did he say the order was
for... himself... or?

LAMA SU
Himself? Of course not. This
army is for the Republic.

OBI-WAN
(astonished)
The Republic?

LAMA SU
We are also very much against this
Count Dooku and his secessionist
movement. We are proud to be of
help to the Republic.

Obi-Wan is visually startled as he turns and follows LAMA SU from the room.

EXT. NABOO LAKE RETREAT - NIGHT
The silent lodge. The triple moons of Naboo reflected in the tranquil waters of the lake.

INT. NABOO LAKE RETREAT, ANAKIN'S BEDROOM - NIGHT
ANAKIN moves restlessly in his sleep. He mutters to himself. Sweat
forms on his forehead. He turns violently. He cries out.

ANAKIN
No...No...No...Mom!...Don't,
no, don't!

EXT. NABOO LAKE RETREAT, LODGE, BALCONY OVERLOOKING GARDENS - MORNING
ANAKIN is on the balcony overlooking the gardens. After a moment, PADMÉ comes onto the balcony behind him. She sees he is meditating and turns to go.

ANAKIN
(eyes closed)
Don't go.

PADMÉ
I don't want to disturb you.

ANAKIN
Your presence is soothing.

Brief pause.

PADME
You had a nightmare again last
night.

ANAKIN
Jedi don't have nightmares.

PADME
I heard you.

ANAKIN'S opens his eyes and looks at her.

ANAKIN
I saw my mother. I saw her as
clearly as I see you now. She's
suffering, Padme. She is in
pain...They're killing her!
(getting up)
I know I'm disobeying my mandate
to protect you, Senator. I know I
will be punished and possibly
thrown out of the Jedi Order, but
I must go. I have to help her!
I'm sorry, Padme. I don't have a
choice.

PADME
Annie, I told you I wouldn't let
you give up your future for me.
I'll go with you. That way you
can continue to protect me, and
you won't be disobeying your
mandate.

ANAKIN
What about Master Obi-wan?

PADME smiles and takes his hand.

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

EXT. NABOO LAKE, FLOATING LANDING PLATFORM - DAY
ANAKIN and PADME step onto the landing platform from the water speeder. They enter the Naboo Starship. ARTOO BEEPS, and follows them on board. The ramp retracts.

PADDY ACCU drives the water speeder away from the platform as Anakin's Starship takes off.

EXT. TIPOCA CITY (RAINSTORM) - DAY
Rain lashes the city. Below, mighty waves pound the stilts, breaking almost to the height of the platforms.

INT. TIPOCA CITY, CORRIDOR - DAY
TAUN WE conducts OBI-WAN to the door of Jango Fett's apartment. TAUN WE waves his hand, and a muted bell RINGS.

As they wait, OBI-WAN notes the door lock entry mechanism. Then the door opens, and a ten-year-old boy, BOBA FETT, looks at them. He is identical to the boys in the classroom.

TAUN WE
Boba, is your father here?

There is a brief pause, then BOBA FETT nods.

TAUN WE
(continuing)
May we see him?

BOBA FETT
(looks at Obi-Wan intently)
Sure.

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

INT. TIPOCA CITY, FETT APARTMENT - DAY
OBI-WAN, TAUN WE, and BOBA FETT enter the apartment. OBI-WAN looks around the room.

BOBA FETT
Dad! Taun We's here!

JANGO FETT comes in from the bedroom. He wears a jumpsuit. He is unshaven and mean looking, his face pitted with scars of old wounds. He eyes OBI-WAN with suspicion.

TAUN WE
Welcome back, Jango. Was your
trip productive?

JANGO FETT
Fairly.

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

TAUN WE
This is Jedi Master, Obi-Wan
Kenobi. He's come to check on our
progress.

JANGO FETT
That right?

JANGO FETT'S eyes fix OBI-WAN coldly.

OBI-WAN
Your clones are very impressive.
You must be very proud.

JANGO FETT
I'm just a simple man, trying to
make my way in the universe,
Master Jedi.

OBI-WAN
Aren't we all?

OBI-WAN
(continuing)
Ever made your way as far into the
interior as Coruscant?

JANGO
Once or twice.

OBI-WAN
Recently?

JANGO
(eyes Obi-Wan carefully)
Possibly...

OBI-WAN
Then you must know Master Sifo-Dyas

JANGO
(in Alien language, not understood by Obi-Wan)
Boba, close the door.

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

JANGO
(continuing)
Master who?

OBI-WAN
Sifo-Dyas. Isn't he the Jedi who
hired you for this job?

JANGO
Never heard of him. I was
recruited by a man called Darth
Tyranus on one of the moons of
Bogden.

OBI-WAN
No? I thought...

TAUN WE
Sifo-Dyas told us to expect him.
And he showed up just when your
Jedi Master said he would. We
have kept the Jedi's involvement
a secret until your arrival, just
as your Master requested.

OBI-WAN
Curious...

JANGO
Do you like your army?

OBI-WAN
It seems to me it's your army -
being that they are all clones of
you.

JANGO
(grinning)
They'll do their job well, I'll
guarantee that.

OBI-WAN
I look forward to seeing them in
action. Thank you for your time,
Jango.

JANGO
Always a pleasure to meet a Jedi.

OBI-WAN and TAUN WE go out. The door slides closed. JANGO FETT turns to his son. He is deep in thought.

BOBA
What is it, Dad?

JANGO
(Pause)
Pack your things. We're leaving.
EXT. SPACE
The Naboo Starship heads toward the desert planet of Tatooine.

EXT. TATOOINE, MOS ESPA STREETS AND WATTO'S SHIP - DAY
The Naboo Starship lands in a large parking lot of Spaceships on the outskirts of Mos Espa. ANAKIN and PADME ride a rickshaw through the streets. ANAKIN stares at sights he hasn't seen for years. Finally, they come to Wattos' shop, and the rickshaw stops.

ANAKIN
(to the droid driver)
Wait, please.

ANAKIN and PADME get down. Sitting on a stool in front of the shop is WATTO. He is using a small electronic screwdriver on a fiddly DROID. THREE PIT DROIDS are chattering away and are trying to help him, but they seem only to make him madder.

WATTO
(yelling, in Huttese)
No, not that one - that one!

ANAKIN
(arriving)
Excuse me, Watto.

WATTO
(in Huttese)
What?

ANAKIN
(in Huttese)
I said excuse me.

WATTO turns to the chattering PIT DROIDS.

WATTO
(in Huttese)
Shut down.

The PIT DROIDS snap into their storage position.

WATTO
(continuing, in Huttese)
What? I don't know you... What can
I do for you? Wait . . . you're a Jedi!
Whatever it is I didn't do it!

WATTO drops the screwdriver and curses loudly in Huttese

ANAKIN
Let me help you with that.

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

ANAKIN
(continuing)
I'm looking for Shimi Skywalker.

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

WATTO
Annie?? Little Annie?? Naaaah!!

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

WATTO
(continuing; in English)
You are Annie! It is you! You
little womp rat.

WATTO gives ANAKIN a slight hug.

WATTO
(continuing)
You sure sprouted Weehoo! A
Jedi! Waddya know? Hey, maybe
you couldda help wit some
daedbeats who owe...

ANAKIN
My mother...

WATTO
Oh, yeah. Shimi... she's not mine
no more. I sold her.

ANAKIN
You . . . sold her . . .

WATTO
Years ago. Sorry, Annie, but you
know, business is business.
Sold her to a moisture farmer
named Lars. Least I think it was
Lars. Believe it or not, I heard
he freed her and married her. Can
ya beat that?

ANAKIN
Do you know where they are?

WATTO
Long way from here... someplace
over on the other side of Mos
Eisley, I think...

ANAKIN
I'd like to know.

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

WATTO
Yeah... sure... absolutely! Let's
a go look in my records . . .

ANAKIN and WATTO go into the shop.

EXT. TIPOCA CITY (RAINSTORM) - DAY
The waves crash against the water city as the storm continues. Light suddenly streams from the base of a landing platform as a door slides open.

INT. TIPOCA CITY, CORRIDOR - DAY
OBI-WAN stands with LAMA SU and TAUN WE just inside the open door.

LAMA SU
Tell your Council the first
battalions are ready. And remind
them that if they need more
troops, we will need time to grow
them.

OBI-WAN
I won't forget. And thank you.

LAMA SU
Thank YOU.

EXT. TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY
OBI-WAN comes out from the tower into the driving ran. The door closes behind him. He pulls his robe around him and stands braced against the gale.

He walks over to his ship and turns to his droid, R4.

OBI-WAN
R4! Scramble code five to Coruscant,
care of the old folks home!

A small receiver folds out of his ship and tilts towards the sky.

INT. JEDI MEDITATING ROOM
Yoda and Mace Windu are seated on small meditating cushions. A small holographic image of Obi-Wan is in the middle of the room.

OBI-WAN
(shouting above the wind)
I have successfully made contact with
the Prime Minister of Kamino!
(pauses)
They are using a Bounty Hunter named
Jango Fett to create a clone army! I
have a strong feeling that this bounty
hunter is the assassin we're looking for!

MACE WINDU
Do you think these cloners are involved
in the plot to kill Senator Amidala?

OBI-WAN
No Master, there appears to be no motive!

YODA
Do not assume anything Obi-Wan!
Clear your mind must be if you are to
discover the real villains behind this plot.

Obi-Wan's image flickers slightly.

OBI-WAN
Yes Master.
(pauses)
They said that Master Sifo-Dyas placed
the order under direction from the Senate
almost ten years ago!
(Yoda and Mace Windu look at each other for a long moment.)
I was under the impression he was killed
before that!
(hesitates)
Did the council ever authorize the
creation of a clone army?

MACE WINDU
No. Whoever placed that order did
NOT have the authorization of the
Jedi Council.

YODA
Bring him here. Question him we will.

OBI-WAN
Yes Master – I'll report back when I have
him!

Obi-Wan's image fades.

YODA
Blind we are if creation of this clone
army we could not see.

Mace Windu looks down at the ground for a long moment.

MACE WINDU
(looking at Yoda)
I think it's time we inform the Senate
that our ability to use the Force is
diminishing.

YODA
Only a Dark Lord of the Sith knows of
our weakness. If informed the Senate is,
multiply our adversaries will.

MACE WINDU nods and turns away.

EXT. TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY
JANGO FETT picks up a case and swings it up to BOBA FETT, who stows it inside the ship. JANGO FETT picks up another case and swings it inside as well. BOBA looks up and points to the door.

BOBA FETT
Dad! Look!

JANGO FETT turns to see OBI-WAN charging out of the tower toward him. As he runs, OBI-WAN draws his lightsaber from his belt. It flashes on.

JANGO
Boba! Get on board!

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

The bounty hunter rockets up and over OBI-WAN, landing behind him. He fires a thin wire from his wrist pack, trying to entangle the Jedi.

JANGO FETT fires several Kamino Kyber Darts from his elbow launcher. OBI-WAN deflects them back at JANGO FETT, but they strike harmlessly against the bounty hunter's amour.

IN THE COCKPIT of Jango Fett's ship, BOBA FETT grabs the controls of a laser gun and swings it to aim at OBI-WAN.

OUTSIDE, in the driving rain, OBI-WAN and JANGO FETT circle each other, sizing each other up - feinting.

IN THE COCKPIT, each time BOBA FETT is ready to fire, JANGO FETT blocks his view of OBI-WAN.

OUTSIDE, OBI-WAN makes a sudden attack, swinging at JANGO FETT, who deflects the blows. One slices off a piece of the bounty hunter's shoulder plate. JANGO FETT rockets into the air and hovers above OBI-WAN. The Jedi spins as:

IN THE COCKPIT, BOBA FETT fires.

OUTSIDE, the laser shell streaks past OBI-WAN to strike the edge of the tower. JANGO FETT fires down at OBI-WAN. The Jedi deflects the shots back, but JANGO FETT evades them. Then he swoops down, swinging around OBI-WAN. As he shoots past, he kicks the lightsaber out of the Jedi's hand.

The lightsaber skids across the wet surface of the landing platform. OBI-WAN dives after it. JANGO FETT zooms in front of him and grabs the lightsaber. OBI-WAN punches it out of his hand.

IN THE COCKPIT, BOBA FETT watches as:

OUTSIDE, OBI-WAN and JANGO FETT grapple and fight, punching, kicking, grabbing hold, and throwing each other around. OBI-WAN grabs JANGO FETT tightly, and JANGO FETT rockets up into the air and kicks OBI-WAN loose. OBI-WAN crashes to the deck and slides toward the edge. He grapples desperately for a handhold on the slick surface.

JANGO FETT rockets down to kick at him. OBI-WAN hauls himself up. JANGO FETT zooms to the far side of the platform.

OBI-WAN uses Jedi powers to pull part of the structure loose. It hits JANGO FETT, who loses his balance, teetering on the edge. OBI-WAN charges across, dives, and grabs hold of JANGO FETT just as he falls over the edge.

Locked together, OBI-WAN and JANGO FETT plummet down toward the raging ocean. At the last moment, JANGO FETT fires a cable out of his backpack that shoots upward and locks onto a metal strut on the underside of the platform. OBI-WAN and JANGO FETT swing and CRASH onto one of the stilts.

OBI-WAN is knocked clear and drops onto a SMALL SERVICE PLATFORM just above the waves. He hauls himself to his feet. JANGO FETT hovers in mid-air opposite him, as a HUGE WAVE crashes over OBI-WAN. When it subsides, the Jedi has disappeared.

JANGO FETT rockets up to the landing platform, where he drops down beside his ship. He clambers inside the cockpit and settles into the pilot's seat. He punches buttons. The engines ROAR.

A hand appears on the edge of the walkway . . . then another hand. Obi-Wan heaves himself up just as the ship rises from the ground. He quickly reaches down to his belt and heaves a small object at the craft. It latches onto the hull as the ship disappears from sight.

EXT. TATOOINE, BLUFF OVERLOOKING HOMESTEAD - LATE DAY
The Naboo Starship descends, hovers, and land on a bluff. ANAKIN and PADME get out. They look down from the edge of the bluff to where the homestead is seen on the desert floor below.

PADME
Stay with the ship, Artoo.

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

EXT. TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - LATE DAY
C-3PO is working outside the homestead. He has a bronze covering, smothered with dust.

C-3PO
Good evening. May I help you?

ANAKIN
Threepio?

C-3PO
Oh, my... oh, my! Master
Anakin! My goodness, I can hardly
believe it! And this must be Miss
Padme.

PADME
Hello, Threepio.

ANAKIN
I've come to see my mother.

C-3PO
Oh, dear! I'm so terribly sorry,
Master Annie.

PADME
Threepio, what's happened?

C-3PO
I think we'd better go inside.

EXT. TATOOINE, HOMESTEAD, COURTYARD - LATE DAY
ANAKIN, PADME and THREEPIO arrive in the courtyard. THREEPIO shuffles ahead.

C-3PO
Master Lars - Master Owen!
Might I present two most
important visitors!

OWEN LARS and BERU WHITESUN come out into the courtyard.

ANAKIN
I'm Anakin Skywalker. I'm here
looking for my mother.

OWEN
Owen Lars. It's a pleasure to
finally meet my step-brother.
(they shake hands)
This is my girlfriend, Beru.

BERU
Hello.

PADME
I'm Padme.

OWEN
I had a feeling you might show up
some day.

ANAKIN
Is my mother here?

CLIEGG
No son, she's not.

CLIEGG LARS swings from the house on a small floating chair. One of his legs is heavily bandaged; the other is missing. He balances awkwardly and puts out a hand.

CLIEGG
(continuing)
Cliegg Lars. Shimi is my wife...
Come on inside. We have a lot to
talk about.

INT. TATOOINE, HOMESTEAD, KITCHEN - LATE DAY
BERU puts several steaming cups of ardees on a tray and exits the kitchen...

CLIEGG (O.S.)
It was just before dawn. They
came out of nowhere. A hunting
party of Tusken Raiders.

INT. TATOOINE, HOMESTEAD, DINING AREA - LATE DAY
CLIEGG, OWEN, PADME and ANAKIN sit around the table, BERU brings the drinks from the kitchen.

CLIEGG
Your mother had gone out early,
like she always did, to pick
mushrooms that grow on the
vaporators. From the tracks, she
was about halfway home when they
took her. Those Tuskens walk like
men, but they're vicious, mindless
monsters. Thirty of us went out
after her. Four of us came back.
Three more are still out there
looking. I'd be with them,
only... I just couldn't ride any
more... until I heal.

CLIEGG grimaces, easing his throbbing leg.

CLIEGG
(continuing)
This isn't the way I wanted to
meet you, son. This isn't how
your mother and I planned it. I
don't want to give up on her, but
she's been gone a month. There's
little hope she's lasted this long.

Silence. Then ANAKIN stands up.

OWEN
Where are you going?

ANAKIN
To find my mother.

CLIEGG
She's dead, son. Accept it.

ANAKIN
I can feel her pain, and I will
find her. I know she's alive.

ANAKIN turns abruptly. Padme watches with concern.

EXT. TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY
ANAKIN stands looking across the desert. PADME comes running out of the homestead after him, followed by OWEN. ANAKIN turns to PADME.

ANAKIN
You are going to have to stay
here. These are good people,
Padme. You'll be safe.

OWEN
(Pauses) Take the speeder bike,
it's the fastest way to get to wherever
you need to go.

PADME
Anakin...

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

ANAKIN
I trust you'll watch over her,
Owen.

OWEN
Don't worry.

ANAKIN swings onto the bike. The engine fires.

ANAKIN
I won't be long.

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

EXT. SPACE, GEONOSIS
The red planet of Geonosis is circled by a large asteroid field that form rings. Jango Fett's ship appears, heading toward it.

INT. COCKPIT, FETT SHIP, SPACE, GEONOSIS
JANGO FETT grins at BOBA FETT.

JANGO FETT
Nearly there, son.

JANGO FETT guides he ship around the asteroids. Suddenly:

BOBA FETT
Dad, look!!

On the view screen, Obi-Wan's ship appears, chasing after them. JANGO FETT grabs the controls. They are thrown around as the ship plummets to try to lose OBI-WAN.

JANGO FETT
Hang on!

The ship goes into a power-climb. A GREAT SPACE DOGFIGHT ensues between OBI-WAN and JANGO FETT.

EXT. SPACE, GEONOSIS
The ships flip, roll, and turn at incredible speed, dodging, weaving and firing. They tumble from near misses. Hits fly off Obi-Wan's fighter as one of Jango's missiles gets through.

Finally, it seems as if OBI-WAN is getting the upper hand. JANGO FETT breaks off the fight and dives sharply. He maneuvers deftly between two huge asteroids.

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

BOBA FETT
Dad! Watch out!

JANGO FETT
Stay calm, son. We'll be fine.
That Jedi won't be able to follow
us through this.

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

IN OBI-WAN'S COCKPIT, his skill is pushed to the limit as he throws the ship from side to side, avoiding great rocks. Then a huge asteroid tumbles across his path. There seem no way he can avoid it. OBI-WAN fires a couple of aerial torpedoes. They streak toward the asteroid.

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

BOBA FETT
Got him! Yeahhhhh!

JANGO FETT
Well, we won't see him again!

BOBA FETT laughs. Jango Fett's ship emerges from the asteroid belt and heads down toward the planet of Geonosis.

EXT. TATOOINE, DESERT, JAWA CAMP - SUNSET
ANAKIN stands in the middle of a crowd of JAWAS. He asks them from directions. The JAWAS confer exicitedly, then the CHIEF JAWA points in a particular direction. ANAKIN gets on the bike and speeds off to where the JAWA pointed.

EXT. TATOOINE, DUNE SEA, CAMPFIRE - TWILIGHT
ANAKIN rides over a large dune toward a small flickering light in the distance.

He rides up and stops the bike in front of a campfire. There are bodies of THREE DEAD FARMERS lying beside the campfire. TWO EOPIES are tethered nearby, along with a burned and smoking speeder.

EXT. TATOOINE, LANDSCAPE (FULL MOON) - NIGHT
THREE DIFFERENT SHOTS. ANAKIN rids the speeder bike through three exotic landscapes. In one shot, he stops and looks down at some tracks. Then he starts up his speeder and rides off.

EXT. TATOOINE, DESERT, HOMESTEAD (FULL MOON) - NIGHT
The lights of the vaporators blink in the night sky. Somewhere close by, a night animal HOWLS.

EXT. TATOOINE, HOMESTEAD, COURTYARD (FULL MOON) - NIGHT
PADME is pacing the courtyard restlessly. She stops, listening to the animal HOWLING nearby. She shivers slightly, then turns and goes into the garage at the side of the courtyard.

INT. COURTYARD GARAGE – NIGHT
Padme enters and sits down, looking at the ground worriedly. Threepio enters, but she doesn't notice.

THREEPIO
Are you alright Mistress Padme?

Padme looks up, shocked.

PADMÉ
Oh! Threepio, you scared me.

THREEPIO
I'm terribly sorry. I was wondering
if you were alright.

PADME
I'm fine Threepio. Just nervous.
(changing the subject)
You seem to have adjusted well to
the farm life out here – I remember
when you were an uncompleted
droid with Annie and his mother.

THREEPIO
Oh dear me . . . well Mistress Padme . . .
the Lars are generous to me and
it's an honor to serve them . . .

PADME
But . . .?

THREEPIO
Oh my, this is hardly my place to say
so but I don't particularly like such work –
my main function is protocol, and such a
planet has little need for it.

PADME
(thinking)
Were you ever officially sold to the
Lars, or did you just come with Shmi?

THREEPIO
I believe Master Watto did not know
of my existence when Mistress Shmi
was sold. I was merely informed by
her that I was to come with her.

PADME
(thinking)
I have an idea . . . wait here Threepio
(Exits room)


EXT. SPACE, GEONOSIS RINGS
A huge chunk of rock tumbles slowly through the asteroid belt. CAMERA CLOSES, to discover Obi-Wan's Starship hidden in a blasted-out area on the pitted back side of the great rock.

INT. COCKPIT, JEDI FIGHTER, SPACE, GEONOSIS RINGS
OBI-WAN looks out toward Geonosis and sees in the distance a large fleet of Trade Federation Ships hidden among the asteroids. He starts the engines of his fighter.

Obi-Wan's Fighter moves out from the back side of the asteroid and heads away from the asteroid field, descending toward Geonosis.

EXT. GEONOSIS, LANDING AREA - NIGHT
Obi-Wan's ship skims across the top of a small mesa along the edge of a rocky ridge. He maneuvers under a rock overhang and lands. He gets out of the Fighter and walks onto the mesa. The wind whips at him. He looks around.

Geonosis is a red rock planet, featureless apart from buttes and mesas, and occasional tall stalagmites that stand out dramatically on the arid plains.

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


EXT. GEONOSIS, ROCK FACE TRAIL - NIGHT
OBI-WAN arrives at the head of the trail. Far below, a flat plain stretches into the distance. He stops, peering into the darkness, where strange shapes loom indistinctly.

OBI-WAN takes a pair of electronic binoculars from his belt and puts them to his eyes. He sees a cluster of great towers like fantastic stalagmites rise from the plain below.

SLOW PAN with the binoculars, and suddenly a line of Battle Starships come into view. OBI-WAN touches the viewfinder. Between fifty and a hundred Federation Starships in near rows. Some are on platforms that are carrying the Starships down to an underground facility. Other platforms are rising to the surface. They carry THOUSANDS of BATTLE DROIDS that step off and file into the waiting ships. A fully loaded Starship takes off. OBI-WAN swings the binoculars upward, to see more Federation Starships.

He enters a small rock formation and creeps inside a small tunnel. He makes his way into a grand chamber with faint sunlight leaking in from the top. He makes his way into a large room, where he stands back, shocked. Thousands of TRADE FEDERATION BATTLE DROIDS are moving along a giant construction line. Hundreds of platforms move the droids up and down the large room.

He walks off and enters a small crack in the wall. He comes up and notices voices carrying down from the walkway.

NUTE GUNRAY
Is she dead yet? I am not signing
your treaty until I have her head
on a stake.

DOOKU
I am a man of my word Viceroy.

GENOSIAN
With these new battle droids we're
constructing for you, you'll have the
largest army in the galaxy.

Obi-Wan turns and leaves, following them from the side as they make their way along the passageway.

DOOKU and many other aliens are seated around a large table.

DOOKU
I am confident that many more systems
will join our cause with your support
my friends.

ALIEN
What you are proposing could be
construed as treason.

ALIEN II
The banking clan will sign your treaty.

DOOKU
Good! Very good.
(points to Nute Gunray)
Our friends from the Trade Federation
have pledged their support. With their
droids and yours we will have an army
greater than any in the galaxy. The Jedi
will be powerless to stop us; the Republic
will agree to any demands we make.

Obi-Wan watches from above, glowering at the meeting table.

EXT. GEONOSIS
Obi-Wan is standing next to his ship in the dark.

OBI-WAN
R4, relay this message to Coruscant!

R4 releases several negative beeps.

OBI-WAN
The long-range transmitter has been
knocked out . . .
(thinking)
Relay this message to Anakin's ship
on Naboo!

R4 beeps again

OBI-WAN
(startled)
What do you mean he's not on Naboo?!
I told him to stay put! Where is he?

On the map, the projection of the Tatooine system appears.

OBI-WAN
Tatooine . . . what the devil is he doing
there?!
(shakes his head angrily)
I will deal with this later. Right now it's
urgent I make contact with him.

INT. ANAKIN'S TRANSPORT
The image of Obi-Wan appears, but does not come in clearly. Static fills the transmission. On one side of the craft, ARTOO extends a tiny claw into the ship's socket and works for a moment before the transmission comes in clearly.

EXT. TATOOINE, CLIFF (FULL MOON) - NIGHT
ANAKIN pulls up near the edge of a cliff. He gets off the bike and creeps to the edge. He looks over to see a Tusken camp in the oasis below. One of the huts at the edge of the camp has TWO TUSKEN GUARDS outside it.

EXT. TATOOINE, TUSKEN RAIDER CAMP, OASIS (FULL MOON) - NIGHT
ANAKIN creeps through the camp, working his way from hut to hut, flattening himself against the walls overhearing snatches of Tusken conversation from inside, using the shadows to him until he arrives at the hut with the TWO GUARDS. They are sitting a short distance from the door. ANAKIN wriggles around the black. He takes out his lightsaber and cuts into the base of the wall.

INT. TUSKEN RAIDER HUTT - NIGHT
The lightsaber completes the hole in the wall. ANAKIN wriggles in. He pulls himself to his feet. There are candles everywhere.

A shaft of moonlight from a hole in the roof pierces the gloom of the hut. By its light, ANAKIN sees SHIMI, hanging from a wooden frame in the middle of the hut.

He cuts her free, takes her into his arms, and lowers her gently to the ground. Her eyes are closed. Her face is bloodied. She has been
terribly beaten. Anakin cradles her tenderly.

ANAKIN
Mom... Mom... Mom...

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

SHMI
Annie...? (coughs) Is it you . . .?

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

ANAKIN
I'm here, Mom. You're safe. Hang
on. I'm going to get you out of
here...

SHMI
I'm so glad... to see you,
Annie... Now... I am complete...

ANAKIN
Just stay with me, Mom. I'm going
to make you well again.
Everything's going to be fine.

SHMI
You look so handsome. My son...
my grown-up son. I'm so proud of
you, Annie... so proud... I missed
you so much... I love...

SHMI dies. ANAKIN draws her to his breast. There is silence for a moment. ANAKIN lifts his head, listening for a moment, then he sits on the floor of the Tusken hut, cradling his dead mother in his arms.

EXT. TATOOINE, TUSKEN RAIDER CAMP, OASIS - DAWN
The pale light grows. Thin tendrils of smoke rise slowly in the cold, clear air. Somewhere an dog BARKS. An OLD WOMAN comes out of one of the huts. She carries a pail. She swirls it and tosses the dirty water onto the ground.

As she goes back inside the hut, a TUSKEN CHILD runs past, dragging a stick in the sand. The CHILD runs through the line of huts, turns a corner, and stops suddenly, staring at the bodies of the TWO TUSKEN GUARDS. Between them, ANAKIN stands outside the hut door. His face is a grim mask. The CHILD stares, then there is a FLASH OF LIGHT as Anakin's lightsaber switches on. He angrily raises his lightsaber above the first TUSKEN GUARD and smashes clearly through it and the other one, glowering angrily at the village.


EXT. CORUSCANT, REPUBLIC EXECUTIVE BUILDING - DAY
LOW ANGLE. A line of reflecting pools with splashing fountains flanked by statues on each side leads to the main entrance to the awesome building.

EXT. LARS FARM – DAY
Beru and Padme stand outside the Courtyard Garage.

BERU
I understand completely Padme.
Threepio always was fussy about
Working here on the farm and he
can be easily replaced next time
we head into Mos Eisley for supplies.

PADME
Thank you Beru. I'm sure Threepio
will be delighted to hear the news.

Beru smiles and chuckles slightly, but then frowns slightly and points behind Padme.

BERU
Look!
The others appear behind them, curious as to what Beru is pointing at.

Anakin appears, carrying the dead body of his mother wrapped in cloth. As he passes by the others, Cliegg looks up at Anakin, who glowers down at him. Owen and Beru bow their heads. Padme watches with concern as she witnesses the look on Anakin's face as he passes. Anakin does not stop, and heads into the building.

INT. COURTYARD GARAGE
Padme appears, carrying a tray of food into the room. Anakin is standing by a large machine, tinkering with the panels. Padme watches for a long moment.

PADME
I brought you something.

Anakin ignores her, and continues to work on the panel.

PADME
(continuing)
Are you hungry . . .?

ANAKIN
(ignoring her)
The shifter broke. Life seems so
much simpler when fixing things.

Padme sets the tray of food down.

ANAKIN
I'm good at fixing things. Always was.

Padme walks up to Anakin, who finally turns away from the machine and faces her.

ANAKIN
Why did she have to die?
(his face grows angry)
Why couldn't I save her?! I know I
could have!

Anakin turns from the machine angrily and walks a short distance away, his back to Padme.

PADME
Sometimes . . sometimes there are
things that no one can prevent.
(pauses)
There was nothing you could have done.
You're not all powerful Annie.

ANAKIN
(his face is angry, and he is crying)
Well, I should be! Someday, I will be! I
will be the most powerful Jedi ever!!
(turns towards Padme)
I promise you! I will even learn to stop
people from dying!

Padme's face grows very concerned.

PADME
Anakin . . .

Anakin turns, his voice growing louder.

ANAKIN
It's all Obi-Wan's fault!! He's jealous!
(throws a tool against the wall angrily)
He's holding me back!!!

The tool clatters down to he ground. There is a long pause between the two. Anakin is crying softly.

PADME
What's wrong Annie?

ANAKIN
(long pause)
I . . .
(another pause)
I killed them . . . I killed them all. They're
dead! Every single one of them!
(turns to Padme)
And not just the men! But the women,
and the children too!
(Padme's eyes open wider – Anakin's voice grows louder)
They're like animals! And I slaughtered
them like animals! I HATE THEM!

Anakin shifts around, breathing hard, and slips down to the ground by the machine. Padme looks at him for a long moment and kneels down beside him. She places a comforting hand around his shoulder.

EXT. LARS FARM
Anakin, Padme, Cliegg, Beru, and Owen stand around a newly dug grave. Beru's head is rested on Owen's to comfort him. Anakin's face shows no emotion, but Padme can sense the anger radiating from him.

CLIEGG
I know, wherever you are, it's become
a better place. You were the best,
most loving partner a man could ever
have.
(Pauses)
Goodbye my darling wife.
(another pause)
And thank you.

Anakin walks closer to the grave. He kneels beside the grave, saying nothing. There is a long silence.

ANAKIN
(in a soft voice)
I wasn't strong enough . . . to save
you Mom. I wasn't strong enough.
But I promise . . . that I won't fail
again.
(deep sigh)

Anakin gets up.

ANAKIN
I miss you . . . so much.

From the side, ARTOO comes rolling into view, and beeps loudly. Padme, Beru, and Owen turn to look.

PADME
Artoo? What are you doing here?

Artoo beeps and whistles. Threepio turns to the others.

THREEPIO
It seems he is carrying a message from
a man named Obi-Wan Kenobi!

Anakin turns to look.

THREEPIO
(continuing)
Master Anakin, does that name mean
anything to you?

INT. ANAKIN'S TRANSPORT – DAY
A small holographic image of Obi-Wan appears in the ship. ANAKIN and PADME turn to look.
OBI-WAN
Anakin, my long-range transmitter has
been knocked out. Re-transmit this
message to Coruscant as fast as you can.

Padme turns in her chair and activates the comm unit.

INT. CORUSCANT, CHANCELLOR'S OFFICE
A hologram of OBI-WAN flickers in front of a group, made up of Jedi (YODA, MACE WINDU, and KI-ADI-MUNDI) and Senators (BAIL ORGANA, ASK AAK, LUMINARA, and JAR JAR). PALPATINE and MAS AMEDDA are in the middle of the group, watching with growing concern.

OBI-WAN
...Starships from the Trade
Federation and the Commerce Guilds
are taking deliveries of battle
droids from the foundries on
Geonosis.

BAIL ORGANA
That's outrageous! The treaty
forbids the Trade Federation from
building up an army. What are
they doing?!

OBI-WAN
The Trade Federation is to take delivery
of a droid army here.

INT. ANAKIN'S TRANSPORT – DAY
OBI-WAN
And it is clear that Viceroy Nute Gunray
is behind the attacks on Senator Amidala.

INT. CORUSCANT, CHANCELLOR'S OFFICE

OBI-WAN
(continuing)
The Commerce Guild and the Corporate
Alliance have both pledged their armies
to Count Dooku and are forming a – wait!

The holographic image of Obi-Wan reaches down for his lightsaber, and activates it, taking a defense position.

INT. ANAKIN'S TRANSPORT – DAY
The image of Obi-Wan backs away as two destroyer droids roll into view, firing lasers at the Jedi. Padme and Anakin watch with concern as the image fades.

INT. CORUSCANT, CHANCELLOR'S OFFICE

YODA
More has been happening on
Geonosis than it appears.

MACE WINDU
I agree.
(turns to the projection of Anakin on the other side of the room)
Anakin. We will deal with Count Dooku.
The most important thing for you is to stay
where you are. Protect the Senator.

ANAKIN
Understood Master.

The hologram of MACE WINDU disappears from view.

PADME
They'll never get there in time to rescue
him!

Anakin looks at PADME, and then looks away, not saying a word.

INT. CORUSCANT, CHANCELLOR'S OFFICE

BAIL ORGANA
The Commerce Guilds are preparing
for war... there can be no doubt
of that.

PALPATINE
Count Dooku must have made a
treaty with them.

MACE WINDU
We must stop them soon before
they're fully ready.

SENATOR ASK AAK
The debate is over, we need
that clone army now!

BAIL ORGANA
Unfortunately, the debate is not
over. The Senate will never be
able to approve the use of that
army before the separatists
attack.

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

MAS AMEDDA
This is a crisis! If the Senate
votes the Chancellor emergency
powers, he could approve the use
of an army!

PALPATINE
Please, please, I don't wish to
have emergency powers. That's too
extreme a solution. It's akin to
a dictatorship. We must rely on
the Jedi. Master Yoda, how many
are available to go to Geonosis?

MACE WINDU and YODA look at one another.

YODA
Two Hundred,... more or less.

BAIL ORGANA
With all due respect for the Jedi
Order, two hundred will be no
match for hundreds of thousands of
battle droids.

SENATOR ASK AAK
I agree! We must prepare for the worst.
I'm going to propose a motion
granting emergency powers to the
Chancellor at the next session. We
must not wait!

PALPATINE
Out of the question, Senator! You
and I are too closely aligned.
The issue will become partisan and
debates will begin. The proposal
must come from a neutral source.

MAS AMEDDA
If only Senator Amidala were here.

JAR JAR steps forward from the back of the group.

JAR JAR
Supreme Chancellor... my august
colleagues, I would be proud to
propose the motion in question.
This is a grave situation, and I'm
sure Senator Amidala, and the
Queen of Naboo would agree.

SENATOR ASK AAK
Thank you, Representative Binks.

Silence. Then PALPATINE turns to face the others.

PALPATINE
If called upon, I will serve.

INT. ANAKIN'S TRANSPORT – DAY
Padme looks at Anakin closely.

PADME starts to hit buttons and flick switches. ANAKIN puts a hand over hers, stopping her. She stares at him.
PADME
We have to save him! They'll never get
there in time. They have to come half
way across the galaxy. Look,
Geonosis is less than a parsec away.

ANAKIN
If he's still alive.

PADME
Annie, are you just going to sit
here and let him die?? He's your
friend... your mentor...

ANAKIN
...He's like my father, but you
heard Master Windu. He gave me
strict orders to stay here.

PADME
He gave you strict orders to
protect me...

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

PADME
(continuing)
...and I'm going to save Obi-Wan.
So if you plan to protect me, you
will have to come along.

ANAKIN grins and takes the controls.

EXT. TATOOINE, BLUFF OVERLOOKING HOMESTEAD - SUNSET
The Naboo Starship rises from the bluff and zooms away. Beru, Owen, and Cliegg watch as the ship disappears and shuffle back towards the shelter.

EXT. GEONOSIS MAIN BUILDING
Count Dooku and several guards walk to the entrance and walk inside.

INT. GEONOSIS MAIN BUILDING
A guard stands at attention as Dooku passes by and walks into another room. A door opens slowly as Dooku walks in.

Obi-Wan is in the middle of the room, suspended in the air surrounded by a low-power restraining field. His arms and legs are bound in energy bonds. Obi-Wan is slowly rotating on the platform. Count Dooku walks in and turns to face him.

OBI-WAN
Traitor.

DOOKU
Oh no my friend. This is a mistake,
a terrible mistake that has gone too far.

OBI-WAN
I thought you were the leader here Dooku.

DOOKU
This had nothing to do with me I assure you.
I will petition immediately to have you set free.

OBI-WAN
Well I hope it doesn't take too long. I have
work to do.

DOOKU
May I inquire why a Jedi Knight is all the
way out here, on Geonosis?

OBI-WAN
I have been tracking a bounty hunter
named Jango Fett for some time now.
Do you know him?

DOOKU
There are no bounty hunters here that
I am aware of, the Genosians don't
trust them.

OBI-WAN
Well who can blame them? But he is
here, I assure you.

DOOKU
It's a great pity, that our paths have
never crossed before Obi-Wan. Master
Qui-Gon always spoke very highly of you.
(pause)
I wish he were . . . still alive. I could
use his help right now.

OBI-WAN
Qui-Gon Jinn would never join you.

DOOKU
Don't be so sure my young Jedi. You
forget, that he was once my apprentice,
just as you were once his. He knew
all about the corruption in the Senate
but he never would have gone with it if
he had learn the truth as I have.

OBI-WAN
The truth?

DOOKU
The truth.
(pauses)
What would you do if I told you the
Senate was under the control of a
Dark Lord of the Sith?

OBI-WAN
That's not possible. The Jedi
would be aware of it.

DOOKU
The dark side of the force has
clouded their vision I'm afraid.
Hundreds of Senators are now
under the control of a Sith called
Darth Sidious

OBI-WAN
I don't believe you.

DOOKU
The viceroy of the Trade Federation
was once in league with Darth Sidious.
But he was betrayed, ten years ago
by the Dark Lord. He came to me for
help, told me everything.
(leans closer to Obi-Wan)
You must join me Obi-Wan. And
together . . . we will destroy the Sith!

Obi-Wan and Dooku face each other for a long moment.

OBI-WAN
I will never join you Dooku.

Dooku looks down to the ground and backs away. Obi-Wan watches helplessly as he starts to leave.

DOOKU
It may be difficult to secure your release.

INT. CORUSCANT, MAIN SENATE CHAMBER - DAY
Inside the great rotunda, the UPROAR is even louder. Opposing SENATORS yell furiously at one another.

MAS AMEDDA
Order! Order!!

Finally, the uproar dies.

PALPATINE
In the regrettable absence of
Senator Amidala, the chair
recognizes Senior
Representative of Naboo, Jar Jar
Binks.

Amid the conflicting storm of CHEERS AND BOOS, JAR JAR, with TWO GUNGAN AIDES, floats on his pod to the middle of the vast space. He looks at PALPATINE nervously. PALPATINE nods. JAR JAR clears his throat.

JAR JAR
Senators, dellow felagates...

Laughter. Jeers. JAR JAR blushes.

MAS AMEDDA
Order! The Senate will accord the
Representative the courtesy of a
hearing!

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

JAR JAR
In response to the direct threat
to the Republic from the
Confederacy of Independent
Systems, I propose that the Senate
gives immediate emergency powers to
the Supreme Chancellor.

Uproar. JAR JAR looks a little sheepish.

JAR JAR
(continuing)
Who can deny these are exceptional
times? Exceptional times demand
exceptional measures!
Exceptional measures demand
exceptional men!

ORN FREE TAA
We won't support a dictator.

SHOUTS of agreement.

JAR JAR
That is the sentiment every one of
us agrees with! And when the
shadow of war has dispersed and
the bright day of liberty has
dawned once again, the power we now
give to the Supreme Chancellor
will be gladly, and swiftly
returned. Out ancient liberties
will be restored to us, burnished
even more brightly than before!

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

PALPATINE rises.

PALPATINE
It is with great reluctance that
I have agreed to this calling. I
love democracy... I love the
Republic.
(People cheer loudly)

PALPATINE
As my first act, I will create a grand
army of the Republic, to use against
the increasing threats against the
separatists!

On one side of the Senate chamber, YODA and MACE WINDU watch. MACE WINDU turns to Yoda.

MACE WINDU
It is done then.
(Pause as both watch the Senate for another moment)
I will take what Jedi we have left to go
to Geonosis and help Obi-Wan.

YODA
Visit, I will, the cloners on Kamino, and
see this army they have created for the
Republic.

MACE WINDU bows slightly and exits the SENATE CHAMBER. YODA turns around and watches the meeting.

EXT. SPACE
The Naboo Starship heads toward the rings of Geonosis.

EXT. GEONOSIS, LANDING AREA
The Naboo Starship lands.

INT. COCKPIT, NABOO STARFIGHTER - DAY
ANAKIN switches off the engines. ARTOO and THREEPIO are in the navigation area of the cockpit. PADME is in the co-pilot's seat. She gets up.

ANAKIN
Hey, where are you going?

PADME
To find Obi-Wan.

ANAKIN gets up and goes over to her.

ANAKIN
No! You're not!

He grabs her arm.

PADME
Let go of me!

ANAKIN
I'm not letting you go out there.
It's too dangerous.

PADMÉ
What?!?

ANAKIN
It's my job to protect you. I said
it's too dangerous. You're not
going, and that's final!

PADMÉ
Don't you give me orders, Annie!
I'm a Senator of the Galactic
Republic. You have no authority
to contain me, restrain me, or
direct me!
(standing up)
Now you can come along and protect
me or stay here. It's up to you.

PADME storms out of the cockpit of the Naboo Starfighter. ANAKIN stands scratching his head, then follows.

ARTOO BEEPS and WHISTLES.

C-3PO
Yes, it is, Artoo. Most
confusing. One moment they're
generating a pleasant mutual
attraction and the next, waves of
violent hostility. Even though
I'm programmed to understand them,
I doubt if I ever shall.

ARTOO WHISTLES a plaintive sigh.

INT. GEONOSIS, CORRIDORS - DAY
ANAKIN and PADME enter the stalagmite city. They stop, looking around in wonder at the emptiness.

PADME
(in a low voice)
It's empty!

They start forward. As they pass, the surface of the pillars seems to pulse slowly and move. High above WINGED CREATURES grow from the pillars and detach themselves.

INT. GEONOSIS, CENTRAL SQUARE - DAY
ANAKIN and PADME cross the square, reaching the middle. They stop suddenly as FOUR GEONOSIANS grabs them. ANAKIN reaches for his lightsaber.

PADME
Wait!

TWENTY WINGED GEONOSIANS carrying weapons alight on the flagstones in front of them.

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

COUNT DOOKU
Senator Amidala, I've heard so
much about you.

PADMÉ
Count Dooku, I assume.

COUNT DOOKU
I'm delighted to meet you at
last. We have a great deal to
discuss, Senator. I hope you can
keep your young Jedi under control.

PADMÉ
Don't worry he's housebroken.

INT. CONFERENCE ROOM (GEONOSIS) - DAY
COUNT DOOKU sits at a large conference table with PADME on the far
side. ANAKIN stands behind her with FOUR GEONOSIANS GUARDS standing behind him. JANGO FETT stands behind COUNT DOOKU, and SIX GEONOSIAN GUARDS stand behind him.

PADMÉ
You are holding a Jedi Knight, Obi-
Wan Kenobi. I am formally
requesting you turn him over to
me, now.

DOOKU
He has been convicted of
espionage, Senator, and will be
executed. In just a few hours, I
believe.

COUNT DOOKU smiles.

PADMÉ
He is an officer of the Republic.
You can't do that.

DOOKU
We don't recognize the Republic
here, Senator. But if Naboo were
to join our Alliance, I could
easily hear your plea for clemency.

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

PADMÉ
And if I don't join your
rebellion, I assume this Jedi with
me will also die?

DOOKU
I don't wish to make you to join
our cause against your will,
Senator, but you are a rational,
honest representative of your
people and I assume you want to do
what's in their best interest.
Aren't you fed up with the
corruption, the bureaucrats, the
hypocrisy of it all?.. Aren't
you? Be honest, Senator.

PADMÉ
The ideals are still alive, Count,
even if the institution is failing.

DOOKU
You believe in the same ideals we
believe in! The same ideals we
are striving to make prominent.

PADMÉ
If what you say is true, you
should stay in the Republic and
help Chancellor Palpatine put
things right.

DOOKU
The Chancellor means well, M'Lady
but he is incompetent. He has
promised to cut the bureaucracy,
but the bureaucrats are stronger
than ever, no? Senator, the
Republic cannot be fixed. It is
time to start over. The
democratic process in the Republic
is a sham, a shell game played
on the voters. It will not be long
before the cult of greed, called
the Republic, will lose even the
pretext of democracy and freedom.

PADMÉ
I cannot believe that. I will not
forsake all I have honored and
worked for and betray the
Republic. I know of your treaties
with the Trade Federation, the
Commerce Guilds, and the others,
Count. What is happening here is
not government that has been
bought out by business... it's
business becoming government!

DOOKU
Are you willing to betray your Jedi
friends? Without your co-operation
I can do nothing to stop their
execution.

PADMÉ
What is to happen to me? Am I to be
executed also?

DOOKU
I wouldn't think of such an
offence. But, there are
individuals who have a strong
interest in your demise, M'lady.
It has nothing to do with
politics, I'm afraid. It's purely
personal, and they have already
paid great sums to have you
assassinated. I'm sure they will
push hard to have you included in
the executions. I'm sorry but if
you are not going to co-operate, I
must turn you over to the
Geonosians for justice. I've done
all I can for you.

JANGO FETT moves over to ANAKIN.

JANGO FETT
I'll take that weapon.

ANAKIN hesitates.

DOOKU
You may cause a lot of bloodshed,
my young Jedi, but you will not
escape.

PADMÉ
Anakin...

ANAKIN hands his lightsaber over to JANGO FETT.

INT. GEONOSIS, HIGH AUDIENCE CHAMBER - DAY
ANAKIN and PADME are standing in the centre of what looks like a courtroom. Seated before them in a tall, boxed-off area is POGGLE THE LESSER, Archduke of Geonosis. He is accompanied by his underling, SUN RIT. Off to one side the Separatist Senators PO NUDU, TESSEK, and TOONBUCK TOORA. Next to them are the Commerce Dignitaries, SHU MAI, NUTE GUNRAY, PASSEL ARGENTE, WAT TAMBOR and SAN HILL of the Intergalactic Bank Clan. Along the wall about a HUNDRED GEONOSIANS wait for a verdict.

SUN RIT
You have been charged and found
guilty of Espionage.

POGGLE
Do you have anything to say before
your sentence is carried out?

PADMÉ
You are committing an act of war,
Archduke. I hope you are prepared
for the consequences.

POGGLE laughs. COUNT DOOKU simply smiles.

POGGLE
We build weapons, Senator... that
is our business! Of course we're
prepared!

NUTE GUNRAY
Get on with it. Carry out the
sentence. I want to see her suffer.

POGGLE
Your other Jedi friend is waiting
for you, Senator. Take them to
the arena!

FOUR GUARDS take hold of PADME and ANAKIN. They are escorted out of the chamber to the sounds of chuckling.

INT. GEONOSIS TUNNEL TO EXECUTION ARENA - DAY
In the gloomy tunnel, ANAKIN and PADME are tossed into an open cart. The murmur of a vast crowd is heard off-screen. GUARDS extend their arms along the framework and tie them so that they stand facing each other.

The DRIVER gets up onto his seat.

ANAKIN
Don't be afraid.

PADMÉ
I'm not afraid to die. I've been
dying a little bit each day since
you came back into my life.

ANAKIN
What are you talking about?

PADMÉ
I love you.

ANAKIN
You love me?! I thought we
decided not to fall in love. That
we would be forced to live a lie.
That it would destroy our lives...

PADMÉ
I think our lives are about to be
destroyed anyway. My love for you
is a puzzle, Annie, for which I
have no answers. I can't control
it... and now I don't care. I
truly, deeply love you, and before
we die I want you to know.

PADME leans toward ANAKIN. By straining hard, it is just possible for
their lips to meet. They kiss.

ANAKIN
I have no desire to be cured of
this love either. Long or short,
I vow to spend the rest of my life
with you.

They kiss again.

The DRIVER cracks his whip over the ORRAY harnessed between the shafts. The cart jerks forward. Suddenly, there isa HUGE ROAR and blinding sunlight as they emerge into the arena

INT. GEONOSIS, EXECUTION ARENA - DAY
The great stadium is packed with tier upon tier of yelling GEONOSIANS. The cart trundles to the center, where OBI-WAN is chained to one of four upright posts that are three feet in diameter. The cart stops. PADME and ANAKIN are taken down, dragged to posts, and chained to them. PADME is in the center.

OBI-WAN
I was beginning to wonder if you
had gotten my message.

ANAKIN
I retransmitted it as you
requested, Master. Then we decided
to come and rescue you.

OBI-WAN
(Looking at his chains)
Good job.

Their arms are pulled high above their heads, and the cart drives away. There is another ROAR as POGGLE THE LESSER, COUNT DOOKU, NUTE GUNRAY, THE FETTS and DIGNITARIES arrive in the archducal box and take their places.

SUN RIT
The felons before you have been
convicted of espionage against the
Sovereign System of Geonosis.
Their sentence of death is to be
carried out in this public arena
henceforth.

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

POGGLE
Let the executions begin!

The crowd goes wild.

ANAKIN
I have a bad feeling about this.

From different gates around the arena, THREE MONSTERS are driven in. One is a REEK (bull-like), one is a NEXU (lion-like), and one is an ACKLAY (a kind of dino-lobster). They are driven in by PICADORS carrying long spears and riding ORRAYS. The PICADORS poke the MONSTERS toward the center, then retire to the perimeter.

The MONSTERS toss their heads, looking around, ROARING or SCREECHING. Then they catch sight of the THREE CAPTIVES and start moving toward them.

OBI-WAN
Take the one the left. I'll
take the one on the right.

ANAKIN
What about Padme?

PADME has turned around and is pulling herself up by the chain to the top of the post. Within a moment, she is standing on top of it, trying to pull the chain free.

OBI-WAN
It looks like she's already on top
of things.

The REEK charges ANAKIN. He jumps up, and the beast hits the post hard. ANAKIN lands onto its back, wrapping part of his chain around its horn. The REEK backs off, shaking its head angrily, which tears the chain from the post

OBI-WAN ducks around the post as the ACKLAY charges. It knocks the post flat, sending OBI-WAN sprawling. The ACKLAY crunches the post between its claws, freeing the chain. OBI-WAN leaps up and runs towards ONE of the PICADORS. The ACKLAY taks off after him.

The NEXU arrives at PADME'S post and rears on its hind legs. One top, PADME struggles to tear the chain free. The NEXU ROARS, displaying wicked, dripping fangs.

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

In the arena, OBI-WAN runs at the PICADOR. The ORRAY rears up. OBI-WAN grabs the PICADOR'S long spear and pole vaults over him. The chasing ACKLAY smashes into the ORRAY. It goes down. The PICADOR tumbles onto the sand, where he is grabbed by the ACKLAY and crunched.

ANAKIN's REEK starts to buck. It charges around the arena with ANAKIN hanging on for dear life. He whirls the free length of chain around his head and casts it into the REEK's mouth. Its jaws clamp hard on the chain. ANAKIN yanks hard on the chain, turning the REEK, beginning to ride it.

The NEXU's claws dig deep into the post. The cat-like creature reaches the top of the post and takes a swipe at PADME. She turns and the claw barely catches her shirt ripping it off, leaving superficial claw marks across her back. She hits the creature with her chain and it backs off down the pole. Then, PADME jumps off the post into the air. She swings around on the chain and whacks the beast hard on the head with both her feet. It tumbles back onto the sand.

In the archducal box:

NUTE GUNRAY
Foul!! She can't do that... shoot
her or something!

In the arena, OBI-WAN runs out from behind the fallen ORRAY and throws the spear at the ACKLAY, hitting it in the neck. It lets out a terrible SCREECH and turns on him. The NEXU springs up and makes to leap up at PADME again. She finally manages to work the chain loose. ANAKIN comes charging up on the REEK.

ANAKIN
You okay?

PADME
(nods, gasping)
Sure! Well, sort of.

ANAKIN
Jump!!!

The NEXU springs. PADME leaps from the top of the post to land on the REEK in front of ANAKIN. He hauls her upright. The REEK charges away, around the arena. The NEXU bounds after it. The REEK passes the wounded ACKLAY. The NEXU smells the blood and turns aside to attack the ACKLAY. The TWO MONSTERS fight. The crowd GROANS and BOOS.

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

NUTE GUNRAY
This isn't how it's supposed to
be! Jango, finish her off.

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

COUNT DOOKU
(smiling enigmatically)
Patience, Viceroy... she will die.
Maybe this is the way it's
supposed to end.

OBI-WAN runs and jumps on the back of the REEK behind ANAKIN. Across the arena, the NEXU, having chewed up the ACKLAY, starts to advance toward them.

INT. COCKPIT, NABOO STARSHIP - DAY
ARTOO BEEPS

C-3PO
Yes, it has been rather a long
time. Do you suppose something's
happened to them?

ARTOO BEEPS and WHISTLES.

C-3PO
(continuing)
Danger? Oh no, I shouldn't think
so. It looks a very dull planet
to me. They should be back
shortly. Just stop worrying, Artoo.

EXT. GEONOSIS, EXECUTION ARENA - DAY
In the archducal box, amid the uproar, COUNT DOOKU feels a tap on his shoulder. He turns to see MACE WINDU standing behind him. COUNT DOOKU masks his surprise elegantly as he surveys the arena and sees JEDI KNIGHTS standing at every entrance and exit.

COUNT DOOKU
Master Windu, how pleasant of you
to join us. You're just in time
for the moment of truth. I would
think these two new boys of yours
could use a little more training.

MACE WINDU
Sorry to disappoint you, Dooku.
This party's over.

MACE WINDU signals, and at strategic places around the arena there are sudden flashes of light as about ONE HUNDRED JEDI switch on their lightsabers. The crowd is suddenly silent. COUNT DOOKU'S lips curl in slight amusement.

COUNT DOOKU
(to Mace Windu)
Brave, but stupid, my old Jedi
friend. You're impossibly
outnumbered.

MACE WINDU
I don't think so. One Jedi has to
be worth a hundred Genosians.

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

COUNT DOOKU
It wasn't the Genosians I was
thinking about. How well do you
think one Jedi will hold up
against a thousand battle droids?

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

MACE WINDU draws his lightsaber, JANGO FETT draws his guns and fires at MACE WINDU, who deflects the shots. JANGO FETT and MACE WINDU jump into the arena, where they fight. BOBA FETT watches his Dad and the Jedi Master fight. The battle begins. GEONOSIANS fly away everywhere. DROIDS fire at JEDI, who deflect the bolts and cult down the DROIDS. The GEONOSIAN TROOPS fire ray guns that are more difficult for the JEDI to deflect.

The REEK and the NEXU are spooked by the battle. The REEK bucks the riders off its back and stampedes around the arena, trampling DROIDS and JEDI that have moved into its path. PADME picks up a discarded pistol and joins the fight. SEVERAL JEDI run to the center of the arena and toss lightsabers to OBI-WAN and ANAKIN.

Among the crowd, JEDI cut down swaths of GEONOSIANS and DROIDS. On the sand, JEDI fight, attacking DROIDS. OBI0WAN and ANAKIN swing their lightsabers, cutting DROIDS in half. PADME blasts away at DROIDS and GEONOSIANS.

INT. COCKPIT, NABOO STARSHIP
ARTOO whistles.

C-3PO
I don't hear anything.
(Artoo beeps)
You're scaring me! Stop imagining
things!

EXT. GEONOSIS, EXECUTION ARENA - DAY
Among the tiers, JEDI are slowly being driven back. They have killed heaps of GENOSIANS and have knocked out piles of DROIDS, but sheer numbers are telling. Individual JEDI are being cut down or blasted/ The rest are retreating into the arena.

ANAKIN and PADME are back-to-back, fighting DROIDS and flying GENOSIANS. MACE WINDU fights fiercely with JANGO FETT. Finally, the bounty hunter falls. His helmet goes flying, bouncing down the steps, tumbling and rolling, kicked here and there by random feet. The bounty hunter's body falls to the ground.

MACE WINDU runs to the center of the arena and fights back-to-back with OBI-WAN, as they swipe and mangle DROIDS.

OBI-WAN
Someone's got to - shut down -
these droids.

MACE WINDU
Don't worry! It's being - taken
care of!

EXT. GEONOSIS, FEDERATION STARSHIP - DAY
KI-ADI-MUNDI leads a raiding party of about TWENTY JEDI through the lines of parked Battle Starships. They cut a swath through masses of DROIDS until they arrive at the Command Starship. Some JEDI fall. The rest cut their way up the ramps and into the Command Ship.

INT. COMMAND FEDERATION STARSHIP, CORRIDORS - DAY
KI-ADI-MUNDI and the surviving JEDI fight their way through the corridors of the Command Ship, deflecting laser bolts, slicing DROIDS.

INT. COMMAND FEDERATION STARSHIP, CONTROL BRIDGE - DAY
THEY burst onto the bridge and chop down the COMMAND DROIDS. The NEIMOIDIANS flee in all directions. KI-ADI-MUNDI leans over the control panel. He locates the illuminated master switch and punches down on it. It goes dark. Instantly, all the DROIDS on the Starship and all the DROIDS in the arena freeze into place.

There is a moment of stunned silence, then the JEDI CHEER. One the bridge, PLO KOON claps KI-ADI-MUNDI on the back.

PLO KOON
We've done it! Without his army, Dooku
and his allies will be very hard pressed
to contain the Jedi!

Suddenly, there is a harsh BEEPING SOUND. All the DROIDS on the Starship and all the DROIDS in the arena start fighting again. KI-ADI-MUNDI stares in disbelief and dismay, backing away as he deflects laser shots.

KI-ADI-MUNDI
The system is turned off! But the robots
have re-activated!

PLO KOON
The ship must have a fail safe mechanism
after their defeat at the battle of Naboo.

KI-ADI-MUNDI
If this is the case my friend, there is little
more we can do here – we would do more
good to our friends down below.

PLO KOON nods in agreement. The other JEDI begin backing away, continuing to slice through robots and deflect laser shots.

EXT. GEONOSIS, EXECUTION ARENA - DAY
MACE WINDU, OBI-WAN, ANAKIN, PADME and an exhausted group of about TWENTY JEDI stand in the center of the arena surrounded by a ring of BATTLE DROIDS. The bloodied sand around them is strewn with the bodies of DEAD GEONOSIANS, SHATTERED DROIDS and JEDI.

At the foot of some steps, BOBA FETT finds his father's battered helmet. He picks it up.

KI-ADI-MUNDI and the SURVIVORS from the raiding party are herded into the arena by SUPER DROIDS. From the encircling tiers above, THOUSANDS OF BATTLE DROIDS level their weapons menacingly.

In the archducal box, COUNT DOOKU lifts his hand. The DROIDS lower their weapons. The COUNT calls out to the JEDI.

COUNT DOOKU
Master Windu!

Silence.

COUNT DOOKU
(continuing)
You have fought gallantly. Worthy
of recognition in the history
archives of the Jedi Order. Now
. . . it is finished.
(pauses briefly)
Surrender - and your lives will be
spared.

MACE WINDU
We will not be hostages for you to
barter with Dooku.

COUNT DOOKU
Then, I'm sorry, old friend. You
will have to be destroyed.

The DROIDS raise their weapons. ANAKIN, OBI-WAN, and every other JEDI raise their lightsabers in en guard positions, forming a tight circle around each other. They tense as the DROIDS guns start to activate. PADME hears a faint roar and looks up to the sky.

PADME
Look!

Above, six Gunships are descending fast through the open area in the arena ceiling. They land in a cluster around the handful of JEDI. CLONE TROOPERS spill out and start firing at the DROIDS. There is a gigantic battle between the two armies, lasers flashing from every side, CLONE TROOPERS and DROIDS both dropping every second. YODA appears at the door of one of the gunships.

YODA
Surround the survivors and a perimeter
create!

The JEDI now join into the battle full force. Gun ships destroy more and more of the droids every second. CLONE TROOPERS continue to fill the area. The JEDI begin retreating onto the gun ships, covered by the CLONE TROOPERS, whom are also beginning to back away. The JEDI block most lasers from hitting the ships with their lightsabers from the side of the ship as more JEDI climb on board. The gun ships lift into the air, with COUNT DOOKU watching from the side. He turns and enters the building behind him, followed by others.

EXT. GEONOSIS, TERRAIN OUTSIDE EXECUTION ARENA - DAY
The gunships fly off over the terrain. YODA and MACE WINDU are in one of the gunships, overlooking the terrain. YODA looks up at MACE WINDU.

YODA
If Dooku escapes, rally more and more
systems to his cause he will.

MACE WINDU nods and falls back as a laser blast narrowly misses him. The ships speed up.

INT. CLONE SHIP #2 – DAY
OBI-WAN and ANAKIN stand inside one of the gunships, deflecting what lasers they can as the gun's missiles and lasers pelt the DROIDS below.
OBI-WAN
Hold on!

Laser blasts strike the ship as OBI-WAN protects Padme from the oncoming blasts. The gunships approach the Separatists warships ahead of them. ANAKIN turns to the pilot.

ANAKIN
Aim just above the fuel cells!

The ship approaches and releases three missiles are the area. The tower erupts in explosions of flame and collapses onto many of the droids below. OBI-WAN turns to ANAKIN and smiles.

OBI-WAN
Good call my young Padawan!

The gunships land and CLONE TROOPERS begin exiting the ships in large groups, advancing on the DROID army. Several JEDI are with them in the front lines. Thousands of laser blasts are exchanged between them. The gun ships take off, lifting towards the grounded war ships.

INT. COCKPIT, NABOO STARSHIP - DAY
THREEPIO and ARTOO see flashes outside of the ship, exploding everywhere.

C-3PO
I'm sure I heard something, this
time. Didn't you? It's probably
just a celebration

ARTOO lets out an EXHAUSTED BLEEP.

EXT. BATTLEFIELD, GEONOSIS LANDSCAPE - DAY
Gunship #2 skims the battlefield, firing down, deflecting answering fire from the droids.

INT. GENOSIAN WAROOM
DOOKU enters the war room, where a projection of the battle is being surveyed by the VICEROY and POGGLE.

VICEROY
The Jedi have mustered a huge army!

DOOKU
That doesn't seem possible. How could
the Jedi come up with such a grand army
so quickly?

VICEROY
We must send all available droids into battle!

DOOKU
No, it would be a futile gesture I'm afraid.
There are too many.

POGGLE
(looks down at his console and back up at the others)
Our communications have been jammed.


EXT. BATTLEFIELD, GEONOSIS LANDSCAPE – DAY
The gunships spread through the battlefield, receiving large amounts of laser fire. They return in kind. One of the ships violently explodes and spreads across the landscape. MACE WINDU turns towards the pilot.

MACE WINDU
Pilot! Land in that assembly area!!

CLONE PILOT
Yes sir!

The gun ship slows and pulls down to the ground. MACE WINDU and YODA hop out of the ship. A CLONE TROOPER walks up to MACE WINDU.

CLONE TROOPER
I have five special commando units
awaiting your orders sir!

MACE WINDU nods and YODA walks back onto the ship and turns to the pilot.

YODA
To the forward command center
take me!

The ship lifts off into the air and flies over the large battle. The DROIDS advance towards the CLONES, who respond with thousands of laser blasts on either side. MACE WINDU and many other JEDI rush into the battle head first, lightsabers swinging as the CLONE TROOPERS cover them. More and more DROIDS and CLONES enter the battle, rushing up from their sides. The gun ships, depositing their soldiers, lift off once again.

In one of the gun ships, OBI-WAN faces the CLONE TROOPER behind him.

OBI-WAN
Attack those Federation Starships,
quickly!

As the starship begins to take off slowly, the gunships release missiles that cause the ship to explode into a huge fireball, slamming down onto the ground and destroying a portion of the DROIDS.

EXT. FORWARD COMMAND CENTER - DAY
The gunship transporting YODA lands on the Forward Command Center. YODA turns to the CLONE CAPTAIN

CLONE CAPTAIN
Master Yoda, all forward positions are
advancing.

YODA nods.

YODA
Very good. Very good.

YODA walks off the ship slowly.

EXT. GEONOSIAN BATTLE - DAY
Large walkers advance in the CLONE ARMY. Large tanks roll into view on the TRADE FEDERATION ARMY and release several rounds of missiles in the opposing army's direction.

INT. GENOSIAN WAROOM
DOOKU, the VICEROY, and POGGLE continue surveying the battle on the table.

VICEROY
This is not looking good at all! We
must get the starships back into space!
(Exits the room)

POGGLE
We have to order a retreat.


DOOKU
My master will never allow the
Republic to get away with this treachery.

Poggle walks over to a projection on the side of the room. The projection is one of the Death Star. He turns towards Dooku.

POGGLE
I'm sending my warriors to hide in the
catacombs. The Jedi must not find our
designs for the ultimate weapon.
(hologram disappears ands he walks over to Dooku, holding a small object.)
If they find out what we are planning to
build, we are doomed.

POGGLE hands the object to Dooku.

DOOKU
I will take the designs with me
to Coruscant.
(he presses a button and a smaller version of the hologram appears.)
They will be much safer there, with
my master.

DOOKU presses a button and the hologram disappears. He turns and leaves the room.

EXT. BATTLEFIELD, GENOSIS LANDSCAPE – DAY
The gunships fly over the DROID army, firing madly at the tanks, causing most of them to erupt into flames. The better part of the DROID ARMY is diminishing. More and more of the DROIDS are being blown up or shot.

INT. GEONOSIAN HANGAR BAY
A large ship lifts from the hangar and heads into space. Dooku enters and climbs onto a small speeder bike and rockets away, followed closely by two DROID escorts.

EXT. BATTLEFIELD, GEONOSIS LANDSCAPE – DAY
The TRADE FEDERATION starships begin lifting into the air. On the Command Post, YODA turns to the CLONE CAPTAIN.

YODA
Concentrate all fire on the nearest starship!


CLONE CAPTAIN
Yes sir!

He turns and heads over to the command panels. He points to the sky towards the ships.

CLONE CAPTAIN
All squadrons to sector 5 1 5!

Massive clone tanks aim their lasers up towards the escaping starship. Large beams of blue energy strike the ship repeatedly. It begins to slow in the air and starts falling towards the ground below. The ship explodes into a massive fireball, dust billowing in every direction.

On the battlefield, the CLONES continue to advance into the DROID army, firing lasers into the hazy arena.

INT. GUNSHIP #2 – DAY
OBI-WAN, ANAKIN, and PADME survey the scene from the side of the ship. OBI-WAN looks through the dust and spots a small speeder.

OBI-WAN
Hold on! Look over there...

Through the other side of the Gunship, they see a Geonosian Speeder racing past. In the open cockpit is the unmistakable figure of COUNT DOOKU.

ANAKIN
It's Dooku!! Shoot him down!

CLONE PILOT
We're out of rockets sir.

ANAKIN
Follow them!

PADME
We're going to need some help!

OBI-WAN
There isn't time! Anakin and I
can handle this!

DOOKU continues to flee, and orders his two escorts to pull back. They fly up into the air and level off behind the gun ship, firing madly with their lasers. The ship is rocked violently, and PADME and a CLONE TROOPER fall off the side of the ship and down onto the ground. Padme rolls onto the ground and lies unconscious.

ANAKIN
(continuing)
Padme!!!
Put the ship down! Down now!

OBI-WAN
Anakin! Don't let your personal
Feelings get in the way!
(to pilot)
Follow that speeder!

Outside, the ships continue to rock the gunship with laser fire.





ANAKIN
Lower this ship!!

OBI-WAN
I can't take Dooku alone! I need you!
If we catch him we can end this whole
war right now! We have a job to do!

ANAKIN
I don't care!! Put this ship down!

OBI-WAN
You would be expelled from the Jedi
Order!

ANAKIN
I can't leave her!

OBI-WAN
Come to your senses Anakin! What do
you think Padme would do if she were
in your position?!

There is a pause between the two as they stare at each other. Anakin looks down to the ground.

ANAKIN
She would do her duty.

There is another pause. Obi-Wan turns away, and Anakin looks out the door.

EXT. COMMAND CENTER - AFTERNOON
YODA and the CLONE CAPTAIN survey the battle scene thoughtfully.

CLONE CAPTAIN
The droid army is in full retreat.

YODA
Well done commander.
(Pause)
Bring me a ship.

EXT. GEONOSIAN LANDSCAPE – AFTERNOON
Dooku heads into another hangar on the far side of the terrain. The ship disappears into the door. The gunship continues it's pursuit and lands on the platform. OBI-WAN and ANAKIN jump off the side of the ship, lightsabers ignited, and run inside the hangar. As soon as they enter, the gunship blows up as it takes off, the escorts successfully delivering a killing blow.

INT. GEONOSIS, SECRET HANGER TOWER - LATE DAY
COUNT DOOKU throws switches on a control panel. His Interstellar Sail Ship is guarded by a SQUAD OF SUPER BATTLE DROIDS. The doors of the exit-port slide open.

DROID CAPTAIN
Your Excellency!

COUNT DOOKU turns as OBI-WAN and ANAKIN run in through the hanger doors. They draw their lightsabers. The DROIDS raise their weapons.

COUNT DOOKU
That won't be necessary, Captain.
Stand down. And leave them to me.

The DROIDS lower their weapons and back off to the walls. COUNT DOOKU looks at OBI-WAN and ANAKIN with slight amusement.

ANAKIN
You're going to pay for all the Jedi
you've killed today Dooku.
OBI-WAN
(to Anakin)
We'll take him together - you slowly
on the left and . . .

ANAKIN
I'm taking him now!

OBI-WAN
No, Anakin, no!! No!!

ANAKIN charges across the open space at COUNT DOOKU, who smiles faintly, watching him come. ANAKIN raises his lightsaber. At the last moment, COUNT DOOKU thrusts out an arm, and ANAKIN is struck with lightning and lifted to the other side of the room, where he lays, half-conscious.

COUNT DOOKU
Kenobi, isn't it? As you can see,
my Jedi powers are far beyond
yours. Now, back down.

DOOKU thrusts out his hand, and lightning pours towards OBI-WAN, but he raises his lightsaber and absorbs the blast.

OBI-WAN
I don't think so.

COUNT DOOKU draws his lightsaber. He and OBI-WAN start to circle each other.

COUNT DOOKU
(continuing)
I have spent the last ten years
learning to use the power of the
Dark Side. It gives me infinitely
greater power.

OBI-WAN
You will have to prove it.

OBI-WAN comes in fast, swinging at COUNT DOOKU'S head. DOOKU parries the cut easily. As they fight, it quickly becomes clear that DOOKU is the complete swordsman - elegant, graceful, classical - a master of the old style.

COUNT DOOKU
Grand Master Kenobi, you
disappoint me. Yoda holds you in
such high esteem.

COUNT DOOKU parried another cut.

COUNT DOOKU
(continuing)
Surely you can do better...?
(parries)

EXT. GEONOSIAN TERRAIN
PADME lies unconscious on the sand below. She stirs and moans as a CLONE TROOPER rushes up to her.

CLONE TROOPER
Are you alright?

PADME
(sitting up)
Yes . . .

CLONE TROOPER
We better get back to the forward
command center.

PADME
No! No. Gather what troops you can,
we've got to get to the hangar where
Dooku was headed. Get a transport.
Hurry!

CLONE TROOPER
(rushing away with PADME close behind)
Right away!

INT. GEONOSIS, SECRET HANGER TOWER - LATE DAY
DOOKU and OBI-WAN continue fighting with their lightsabers in the hangar. ANAKIN is still unconscious on the side.

DOOKU
I'm surprised. Has Jedi
swordsmanship degenerated so
quickly, or are you trying to make
fun of me?
(cuts)
Which is it?

COUNT DOOKU thrusts. OBI-WAN steps back quickly, panting for breath.

COUNT DOOKU
(continuing)
Come, come, Master Kenobi. Put me
out of my misery.

OBI-WAN takes a deep breath, gets a fresh grip on his lightsaber and comes in again. For a moment, he drives COUNT DOOKU back. Then Dooku's superior skill begins to tell again, and he forces OBI-WAN to retreat.

COUNT DOOKU increases the tempo of his attack. OBI-WAN is pushed to the limit to defend himself. DOOKU presses. His lightsaber flashes.

OBI-WAN is wounded in the shoulder, then the thigh. He stumbles back against the wall, trips, and falls. His lightsaber goes skittering across the floor.

COUNT DOOKU raises his lightsaber. OBI-WAN looks up helplessly. Dooku's lightsaber flashes down and CLASHES against - Anakin's lightsaber. COUNT DOOKU and ANAKIN stare eyeball to eyeball.

COUNT DOOKU
(continuing)
That's brave of you, boy - but
foolish. I would have thought
you'd have learnt your lesson.

ANAKIN
I'm a slow learner.

ANAKIN charges at COUNT DOOKU. The force of his attack catches the Count slightly off balance. Anakin's lightsabers flash. COUNT DOOKU draws back, putting a hand to his arm. He takes the hand away and looks at the smear of blood where Anakin has nicked him.

COUNT DOOKU
You have unusual powers, young
Padawan. But not enough to save
you this time.

ANAKIN
Don't bet on it!

OBI-WAN
Anakin!

OBI-WAN uses the Force to catch his lightsaber and he tosses it to ANAKIN. With TWO LIGHTSABERS, ANAKIN attacks. COUNT DOOKU parries and ripostes. ANAKIN is driven back against the wall. He loses one lightsaber. Finally COUNT DOOKU, in one flashing move, sends Anakin's hand flying still gripping his lightsaber. ANAKIN drops to the ground in agony. COUNT DOOKU distinguishes his lightsaber as he surveys his victory.

Suddenly, the great doors slide open. The DROIDS turn fast, raising their weapons. Through the thick smoke, emerges the lone figure of YODA. He stops on the smoke-filled threshold, FOUR DROIDS lined up on either side of him, guns pointed.

Before the DROIDS can get off a shot, YODA raises his hand, and the DROIDS are flung against the far walls and crash to the floor in heaps of smoking metal.

COUNT DOOKU
Master Yoda.

YODA
Count Dooku.

DOOKU
You have interfered with our
affairs for the last time.

DOOKU reaches out with his hand and hurls a large object from the wall at Yoda. Yoda drops his can and thrusts up his hands, using his own power to deflect it. Dooku tries again from the other side of the wall and Yoda once again deflects it, taking a fighting stance as he faces Dooku. Dooku looks up at the ceiling and thrusts his hands up, and uses the force to bring the roof down on Yoda. But before the boulders can crash down on him, Yoda stops them in the air and flings them away.

YODA
Powerful you have become Dooku.
(sighs)
The Dark Side I sense in you.

DOOKU
I've grown more powerful than
any Jedi. Even you.

DOOKU reaches out a hand and projects lightning at Yoda. Yoda reaches out with his hand. The lightning strikes his hand, but forms into a large ball, which is deflected back at Dooku. Dooku deflects the lightning as well and sends another, long streak of lightning at Yoda. Yoda once again forms the lightning in his hand, and causes it to disappear.

YODA
Much to learn you still have.

DOOKU
It is obvious that we are too powerful
by a mere show of force. But rather,
we shall decide this contest with our skills
with a lightsaber.

DOOKU draws his lightsaber and puts it in en guard position. YODA watches and shrugs off his cloak. He reaches down and draws his own miniature lightsaber from his belt and into his hand. The two leap at each other, swinging their lightsabers over and over. Yoda flips over Dooku, onto a ledge, over to another, and lands behind him. They clash their lightsabers over and over in the small room, neither losing, neither winning. Their lightsabers clash and they face each other.

YODA
Fought well you have . . . my old
padawan . . .

DOOKU
No! This is just the beginning!

Dooku turns abruptly from the fight. He reaches out with the force and brings a huge pillar down onto the unconscious forms of ANAKIN and OBI-WAN. Yoda immediately turns around, shuts off his lightsaber, and reaches out with the force to stop the massive object. On the side of the room, Dooku speeds away from the scene. YODA barely manages to hold the object aloft, and shoves it slightly away from their forms and lets it drop onto the ground.

PADMÉ and a CLONE CAPTAIN with about TEN TROOPERS appear in the doorway.

PADMÉ
Anakin!

PADMÉ runs too him and throws her arms around him. ANAKIN is barely able to stand up. The CLONE CAPTAIN marches up to YODA, stops, and salutes.

CLONE CAPTAIN
Resistance is at an end, General.

YODA looks at him and back in the direction that Dooku ran and sighs.

EXT. SPACE, CORUSCANT SECTOR

COUNT DOOKU'S ship pulls into view and heads down towards the large planet below. The giant sail in front retracts as they enter the atmosphere.

EXT. CORUSCANT, OLD TOWN - DAWN
COUNT DOOKU'S Interstellar Sail Ship glides through a deserted, burned-out part of Coruscant. COUNT DOOKU maneuvers the ship into one of the empty buildings and lands.

INT. CORUSCANT, SECRET LANDING PLATFORM - DAWN
The ramp lowers. COUNT DOOKU emerges and walks to where the hooded figure of DARTH SIDIOUS stands waiting. COUNT DOOKU bows.

COUNT DOOKU
The Force is with us, my Master.

DARTH SIDIOUS
Welcome home, Lord Tyranus. You have
done well.

COUNT DOOKU
I bring you good news, my Lord.
The war has begun.

DARTH SIDIOUS
Excellent.
(smiling)
Everything is going as planned.

EXT. CORUSCANT, JEDI TEMPLE - SUNSET
The beautiful temple basks in the red glow of the setting sun.

INT. JEDI TEMPLE, COUNCIL CHAMBER - SUNSET
Obi-Wan and Mace Windu are standing on one side, overlooking the city. Yoda is in his chair on the other side of the room.

OBI-WAN
Do you believe what Count Dooku
said, about a Sith controlling the
Senate? It doesn't feel right.

YODA
Joined the dark side Dooku has.
Lies, deceit, creating mistrust are
his ways now.

MACE WINDU
Nevertheless, I feel we should keep
a closer eye on the Senate.

YODA
I agree.
MACE WINDU
Where is your apprentice?

OBI-WAN
On his way back to Naboo. He is
escorting Senator Amidala home.

They are standing, looking out through the tall windows at the great plaza below.

OBI-WAN
(continuing)
I must admit without the clones,
it would not have been a victory.

YODA
Victory? Victory, you say?

OBI-WAN turns and looks at the sad little Jedi sitting in the Council Chamber. Apart from KI-ADI-MUNDI and PLO KOON, who is wounded, the Chamber is empty.

YODA
(continuing)
Not a victory Master Obi-Wan.
(Pause)
The shroud of the Dark Side
has fallen. Begun, the Clone
War has!

EXT. CORUSCANT, MILITARY STAGING AREA, BALCONY - LATE DAY
PALPATINE, JAR JAR, BAIL ORGANA and the OTHER SENATORS, with TWO ROYAL GUARDS, stand looking down at the square below.

TENS OF THOUSANDS OF CLONE TROOPS are drawn up in a strict formation or move forwards in near files to climb the ramps of the Military Assault Ships.

On the balcony, PALPATINE watches emotionlessly. Everyone watches somberly as, in the square, loaded Assault Ships take off. Other land immediately in their place. The sky above is thick with transports. CLONE TROOPS march and board the Ships.

EXT. NABOO LAKE RETREAT, LODGE, GARDEN - LATE DAY
In a rose-covered arbor overlooking the sparkling late, ANAKIN and PADME stand before a NABOO HOLY MAN. ANAKIN'S hand is now an artificial one, glowing with a soft red.

THREEPIO and ARTOO stand by, watching, as the HOLY MAN blesses the happy couple and, amid gently falling rose petals, ANAKIN and PADME kiss. PADME and ANAKIN place a hand around one another's shoulders as they turn to face the lake. THREEPIO places an arm on ARTOO'S head as they turn to watch as well.

FADE OUT TO CREDITS.

THE END




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