Star Wars Episode II: A Path Of Shadows

by Jason Cunningham a.k.a. WhillJ

A long time ago in a galaxy far, far away, an ancient and terrible plan for galactic domination is coming to fruition. It has been ten years since the election of Supreme Chancellor Palpatine, a time in which the Galactic Republic has witnessed the elimin

Star Wars Episode II: A Path Of Shadows
by Jason Cunningham a.k.a. WhillJournalist
whilljournalist@hotmail.com, www.whilljournal.com
category: Rise of the Emperor/Episode II
keywords: Clone Wars, Mandalore, Owen Lars, Bail Organa, Sith
contains some possible spoilers for SW2
PG-13

A long time ago in a galaxy far, far away, an ancient and terrible
plan for galactic domination is coming to fruition.
It has been ten years since the election of Supreme Chancellor
Palpatine, a time in which the Galactic Republic has witnessed the
elimination of corruption and the restoration of democracy. Under
his visionary leadership, peace and prosperity have blossomed
throughout the galaxy.
During this period, Anakin Skywalker, apprentice to Jedi
Knight Obi-Wan Kenobi, has grown in strength and maturity
as he has learned the ways of the Force. Despite the Jedi
Council's initial misgivings, both Obi-Wan and Anakin have
surpassed expectations, gaining mastery over the mysterious
power that aids them in their duties of Guardians of Peace
and Justice.
But with power also comes knowledge - young Anakin is beset
by frightening visions that he cannot fully control or explain...
visions of chaos and death for those he loves most. As if to
confirm the worst of the Padawan's fears, his close friend
Queen Amidala of Naboo comes before the Galactic Senate with
scraps of evidence that hint at a dreadful and ancient terror
stirring on the Outer Rim.
Soon Anakin must choose between following the Jedi to
investigate this rising evil, or following his heart to save
all that he loves from the chaos of his visions...

This screenplay is based on characters and situations created and
owned by Lucasfilm, Ltd. No claim of ownership or reassignment
of Lucasfilm copyright and copyrighted material to any other
parties is intended or implied.


STAR WARS

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

A vast sea of stars serves as the backdrop for the main
title. War drums echo through the heavens as a roll-up
slowly crawls into infinity.

EPISODE II
A PATH OF SHADOWS

It is a time of peace and prosperity. Since his election,
Supreme Chancellor Palpatine has tirelessly striven to end
corruption in the Senate, restoring hope to the disaffected
peoples of the Galactic Republic.

During this period of renewed democracy, Jedi Apprentice
Anakin Skywalker has grown strong in the ways of the Force,
guided by his friend and mentor Obi-Wan Kenobi.

Plagued by recent disturbing visions, the young Padawan
struggles to maintain control in the face of persistent
rumors concerning a terrible threat stirring on the Outer
Rim…



EXT. SPACE-IEGO SYSTEM

Three SPACECRAFT cruise overhead. They speed past and on
toward one of the MOONS OF IEGO.

EXT. 1ST MOON OF IEGO-CRAGGY PLAIN-BEFORE DAYBREAK


The three SPACECRAFT land among clouds of dust. Exit ramps
lower and a large group of UNSAVORY CHARACTERS begin to
disembark. One of the CHARACTERS, a medium-sized HUTT
called SIBBA, is apparently the leader; he shouts orders in
HUTTESE. Several large cages are towed out of the
SPACECRAFT. They are empty, supported by invisible
REPULSORLIFT fields.


EXT. 1ST MOON OF IEGO-CRYSTALLINE CITY-BEFORE DAYBREAK

A small and extremely beautiful CRYSTALLINE CITY rises from
the landscape. Delicate spires ascend into the violet sky,
shimmering in the starlight. FIGURES can bee seen moving
about within the CITY.


EXT. 1ST MOON OF IEGO-CRYSTALLINE CITY-COURTYARD-BEFORE
DAYBREAK

The FIGURES who inhabit the CITY can clearly be seen. They
are humanoid and strikingly beautiful. They have gossamer
wings that make their movement seem surreal. There is only
a smattering of these ANGELS, as most are asleep.


EXT. 1ST MOON OF IEGO-SOME DISTANCE FROM THE CRYSTALLINE
CITY-BEFORE DAYBREAK

The group of UNSAVORY CHARACTERS is being surveyed from a
distance through ELECTROBINOCULARS. The large and heavily
armed GROUP is approaching the CRYSTALLINE CITY. The
perspective changes to show two DARK FIGURES from behind;
both lay prone. One passes the BINOCULARS to the other.

1ST FIGURE: (low tone) They're almost to the city. (pauses)
We should do something…
2ND FIGURE: (low tone) They've done nothing illegal. We can
only observe until then.
1ST FIGURE: But we should be able to intervene before
anything happens-
2ND FIGURE: (interrupting) Would you have us be vigilantes,
then?
1ST FIGURE: No, Master.

The 2ND FIGURE hands the BINOCULARS back to the 1ST FIGURE.

2ND FIGURE: Until a crime is committed, Republic law binds
our hands. If they do violate it, you're free to use you're
discretion as to how to handle the situation. I'll only
assist you if you request it. But remember my Apprentice;
there are alternatives to fighting.
1ST FIGURE: I understand about the laws, Master. That
doesn't mean I have to agree, though.
2ND FIGURE: (puts his hand on the 1ST FIGURE'S shoulder)
Neither do I, for that matter.
1ST FIGURE: They've reached the city.


EXT. 1ST MOON OF IEGO-CRYSTALLINE CITY-COURTYARD-JUST BEFORE
DAYBREAK

The smattering of ANGELS becomes aware of a disturbance at
the entrance to the CITY. With otherworldly grace they move
toward the sounds. The ANGELS encounter the large group of
UNSAVORY CHARACTERS. Perplexed, the ANGELS cautiously
approach the CHARACTERS. The ANGELS speak in a lilting,
musical ALIEN LANGUAGE.

1ST ANGEL: (subtitled) Welcome, friends.

The ANGEL extends a slender, pale hand to the CHARACTERS.
One of them, BIG BRUTE, looks to his comrades and grins,
exposing rotten teeth. His massive paw envelops the ANGEL'S
tiny hand. The 1ST ANGEL'S benevolent expression changes to
confusion, then anguish as it lets out a howl of pain. BIG
BRUTE is crushing the 1ST ANGEL'S hand. He yanks the ANGEL
forward and punches it squarely in the face. The rest of
the UNSAVORY CHARACTERS erupt into similar violence. Some
pull out weapons.


EXT. 1ST MOON OF IEGO-SOME DISTANCE FROM THE CRYSTALLINE
CITY-JUST BEFORE DAYBREAK

1ST FIGURE: Master!
2ND FIGURE: Damn. Come on.


EXT. 1ST MOON OF IEGO-CRYSTALLINE CITY-DAYBREAK

SIBBA: (in HUTTESE) The males are of no use to us. Grab the
women and children!


INT. ANGEL DWELLING

THUGS rip down the veils that serve as the entryway to the
ANGELS' home. A MALE ANGEL flits up to the THUGS to defend
his family, but to no avail; he is powerless. The THUGS
brush the MALE ANGEL aside and grab an ADULT FEMALE, and
two CHILDREN.


INT. 2ND ANGEL DWELLING

A couple THUGS drag an exquisite, struggling FEMALE ANGEL
out by her delicate wings. A MALE ANGEL lies on the floor,
unconscious.

THUG: Come on, butterfly!


EXT. 1ST MOON OF IEGO-CRYSTALLINE CITY-COURTYARD-DAYBREAK

The CRYSTALLINE CITY is no longer asleep. Some structures
have been smashed, black smoke issues from several small
fires. The REPULSORLIFFT CAGES are being loaded with FEMALE
AND CHILD ANGELS. Some of the MALE ANGELS are being kept at
bay with blasters. One of the SLAVERS reports to the HUTT.

SLAVER: We pulled in a good haul, Boss.
SIBBA: (in HUTTESE) Rich bigwigs like my fat brother are
willing to pay a fortune for these beauties. Let's get them
to the ships.

An unfamiliar voice startles the HUTT and his whole vile
entourage. The voice is trying to sound authoritative, but
there is a hint of uncertainty in it.

VOICE OVER: You're not taking them anywhere.

The SLAVERS wheel around, weapons drawn, to look toward the
source of the unwelcome voice. The sight of a MEDIUM-SIZED
FIGURE rewards them. The FIGURE is clad in brown robes and
a hood conceals its face. At some distance to the right and
behind the MEDIUM-SIZED FIGURE is a LARGER FIGURE dressed
in an identical fashion. The LARGER FIGURE says nothing.
Several of the CAGED ANGELS strain to see the source of
their only possible hope.

SIBBA: (in HUTTESE) Is that a fact? And who's going to stop
me? Your army?

There is chortling from the HUTT'S crew. The MEDIUM-SIZED
FIGURE raises it's hands to its hood and lowers it back.
Revealed is a good-looking 14-year old boy; blue-eyed, with
blond hair wound into a single braid.

This is ANAKIN SKYWALKER, JEDI PADAWAN. He is a little
small for his age, but the look on his face belies any
physical disadvantage he may seem to have compared to the
HUTT and his CREW. He makes a peculiar gesture with his
hand.

ANAKIN: (authoritative) Slavery is illegal in the Galactic
Republic. You're not taking them anywhere.

Several of the HUTT'S CREW stop their laughter and begin to
acquire strange looks on their faces. They hesitantly move
toward the cage.

BIG BRUTE: We're not taking them anywhere…

SIBBA: (in HUTTESE, enraged) What do you think you're
doing?!

The HUTT slithers between the cage and the mutinous SLAVERS
to intercept them.

SIBBA: (HUTTESE Cont'd) You fools, this is our livelihood!

The HUTT bashes one of the mutinous SLAVERS with his pudgy
fist and he topples over. Many of the other SLAVERS look
confused. The HUTT grabs two of his nearest thugs and
thrusts them in the direction of ANAKIN.

SIBBA: (cont'd) The first one to break that boy's neck gets
an extra thousand! Get his friend, too!

The sound of the financial reward seems to snap the SLAVERS
out of the boy's power, and a group of them advance towards
ANAKIN, all with murderous intent. The LARGER FIGURE
finally pulls back his own hood to reveal JEDI KNIGHT OBI-
WAN KENOBI, about 30 years of age, medium-length hair and a
goatee. ANAKIN shoots a very quick glance back at his
master, and then returns his full attention to the
approaching threat in front of him.

ANAKIN: You are entitled to trial by jury for your crimes.
Give up now, and I promise you due process. I won't warn
you again.

SIBBA: (HUTTESE) Get him!

Seven UNSAVORY CHARACTERS now stand in a semi-circle a
meter from the young PADAWAN. BIG BRUTE speaks:

BIG BRUTE: Sorry kid, your luck just ran out.

A short vicious-looking SLAVER pulls a long knife from his
belt and slashes at ANAKIN. Before he realizes what has
happened, the knife is kicked out of his hand and sent
flying, to land right in front of the HUTT who jumps back
from it.

SIBBA: Boscka!

ANAKIN has exploded into action, using advanced martial-
arts techniques in an effort to subdue his larger and more
numerous attackers, much to their own chagrin and
disbelief. Performing incredible leaps and precise kicks,
ANAKIN seems to be getting the upper hand. This is too much
for the SLAVERS, one of whom pulls a blaster from beneath
his tunic.

ANAKIN instinctively reaches for his LIGHTSABER, but allows
himself to be distracted just a moment too long by the gun-
wielding SLAVER; before he can ignite his SABER he is
viciously backhanded by BIG BRUTE and set reeling, his
SABER flying out of his hand and landing on the ground some
distance from him.

OBI-WAN: Anakin!

Again we see ANAKIN'S LIGHTSABER lying upon the ground. A
hand reaches down to retrieve it.

OBI-WAN: (in voice-over) Anakin!

The hand grasps the LIGHTSABER; it is ignited and brought
up to fighting position when we FLASHFORWARD to PRESENT-DAY
and see the more mature face of JEDI PADAWAN ANAKIN
SKYWALKER, about 19 years old; there is a small trickle of
blood from the corner of his mouth. He has grown
considerably in five years.


INT. NAR SHADDAA-SLAVER HIDEOUT

ANAKIN: I'm all right, Obi-Wan. I'm all right.

ANAKIN glances at OBI-WAN; he is now about 35 years old,
with a full beard. His green LIGHTSABER is lit and he is
engaged with multiple tough-looking enemies. There are some
who are familiar from the earlier encounter, but they have
aged as well.

ANAKIN: (menacing) Want to try that again?

BIG BRUTE stands staring at ANAKIN'S crackling blue laser
blade. The look on ANAKIN'S face is unmistakable – BIG
BRUTE knows ANAKIN will kill him. BIG BRUTE smiles and we
now see he has no teeth at all; he drops his weapon.

Three SLAVERS draw near the young PADAWAN LEARNER from
behind. ANAKIN abruptly throws his left hand up, and all
three SLAVERS double over as if they were each kicked in
the gut. BIG BRUTE'S toothless smile fades.

ANAKIN: (cont'd) Get over there with the rest of them.

ANAKIN gestures toward the three doubled-over SLAVERS. We
go back to OBI-WAN who strikes out with his own SABER,
cleanly slicing a blaster in half. A second opponent shoots
at him but he easily deflects the energy bolt back at his
attacker. It strikes his blaster and blows it out of his
hands.

OBI-WAN: The Hutt! He mustn't escape!

A large doorway is closing. The unmistakable form of a HUTT
is slithering through it, fleeing.

ANAKIN: I'm on it.

ANAKIN takes off toward the rapidly closing door.

OBI-WAN: Wait, it's too dangerous!

ANAKIN is sprinting. He uses his FORCE-ENHANCED speed to
leap through the doorway at the last second.

ANAKIN: Umph!

He rolls forward and is up in a fighting crouch instantly.
His face shows that he's ready for anything – except this.
The HUTT is flanked by a dozen heavily armed beings, but
more importantly two old and battered DROIDEKA. ANAKIN
makes a supreme effort to appear unfazed by the display of
firepower.

ANAKIN: Lay down your weapons and I promise you'll live.

The HUTT laughs hysterically, his booming voice mocking the
young JEDI. Both DROIDEKA raise their shields and gun-arms.
ANAKIN readies himself.

SIBBA: (in HUTTESE) You've stuck your nose in my business
for the last time, boy. Now you've had it!

The DROIDEKA open up on ANAKIN, who is inundated with
blaster fire. His skill becomes evident as his LIGHTSABER
moves at incredible speed, reflecting the massive amount of
fire back toward his enemies. The shielded DROIDEKA are
unaffected, but the HUTT and his CREW scatter for cover.

SIBBA: (in HUTTESE) Whose idea was this?!

ANAKIN is being slowly driven to his knees by the withering
fire. Behind him the stone door begins to glow then rapidly
liquefy into slag. OBI-WAN has cut his way into the room.
He immediately takes up beside ANAKIN.

OBI-WAN: If we weren't about to die, I'd kill you.
ANAKIN: I have an idea, but I need you to cover me.
OBI-WAN: Destroyers are too powerful, we need to fall back.
ANAKIN: Trust me!

OBI-WAN moves in front of ANAKIN to absorb the brunt of the
fire. ANAKIN switches off his SABER, closes his eyes, and
then performs an incredible leap about 10 meters directly
over the DROIDEKA. The two DESTROYERS look up at ANAKIN,
who has found a precarious handhold, and lock onto him.
They raise their gun-arms…

OBI-WAN: Careful!

The DROIDEKA fire at ANAKIN who lets go of his hand-hold
and leaps out of the way, falling to the floor far below.
The heavy, shattered ceiling falls on the DROIDEKA,
smashing them.

ANAKIN: Whew!

OBI-WAN rushes to ANAKIN and helps him to his feet.

ANAKIN: Nobody ever accused Destroyers of having too many
brains.
OBI-WAN: (grinning) Nobody ever accused Padawan of that
either.

The two JEDI stand and face the HUTT and his seven
remaining CREW huddled in the corner. They walk up to
within a few meters of them, and ANAKIN activates his
SABER. The HUTT'S CREW tosses their weapons and put their
hands in the air. The HUTT waves his hands in futile rage.

SIBBA: (HUTTESE) Cowards!


EXT. NAR SHADDAA-SLAVER HIDEOUT-DUSK

REPUBLIC POLICE FORCES are rounding up the SIBBA'S GANG and
are placing them into prison barges. The HUTT himself is
the last to go. He begins yelling as they try to stuff him
inside the ship.

SIBBA: (in HUTTESE) You think you've accomplished anything?
I'll be out in a week! I'll have a price on your head so
big that-

The door closes on the HUTT, stopping his rant. A POLICE
OFFICER approaches ANAKIN and OBI-WAN.

OFFICER: That's the last of them, sir.
OBI-WAN: Good work, Lieutenant. Get them out of here.
OFFICER: Yes sir.

The OFFICER moves off. ANAKIN and OBI-WAN begin to converse
as several craft begin to lift off behind them.

ANAKIN: He's right, you know.
OBI-WAN: How's that?
ANAKIN: The Hutt. He's right. His whole gang's been in and
out of Republic penal colonies for years. Just like the
rest of the thieves and slavers and pirates we put away.
OBI-WAN: Sometimes it seems pointless, doesn't it?
ANAKIN: (surprised) Well… yes. You think so too?
OBI-WAN: The Courts frustrate me as much as they do you
sometimes, but these criminals have rights and protection
under the same laws that govern the rest of the Republic.
ANAKIN: I know. I apologize Obi-Wan, it's immature of me to
say such things.
OBI-WAN: I don't think that stating the facts makes you
immature; on the contrary. But I do think that something
else is troubling you.

He looks into ANAKIN'S face. ANAKIN briefly looks at the
ground.

OBI-WAN: (cont'd) Isn't it?

ANAKIN looks up and there is a bit of fire in his eyes when
he speaks.

ANAKIN: How much longer is it going to be before the Senate
approves one of these missions to Tatooine?
OBI-WAN: I thought as much. Once again your thoughts dwell
on your mother.
ANAKIN: It's not unreasonable Obi-Wan! In all this time,
after all the distant systems we've been sent to, you'd
think they could assign a mission to a place where there's
known slavery and-
OBI-WAN: (interrupting) Tatooine is not a special case
Anakin. All sentient beings are equally entitled to
liberty. Tatooine will be freed; you know this. It's just a
matter of time.

ANAKIN does not look satisfied with OBI-WAN'S answer. He
turns away abruptly, kicking at the ground.

ANAKIN: If it were up to the Supreme Chancellor, mom would
be free already…
OBI-WAN: I think you need to ask yourself if it would be
fair to accept preferential treatment from Chancellor
Palpatine. What would you say to a young child on a distant
world whose family also suffers in bondage?

ANAKIN looks both ashamed and angry. OBI-WAN puts his hands
on the PADAWAN'S shoulders and straightens him up.

OBI-WAN: Your mother will be freed soon, I promise you. The
Senate, not Chancellor Palpatine, ultimately decides the
schedule. Until then, you mustn't let your feelings on the
matter distract you. Understand?

ANAKIN manages the barest of smiles.

ANAKIN: Yeah.
OBI-WAN: (relieved) Good.

The MASTER and APPRENTICE begin to walk off toward a
TRANSPORT. As they move away, we can hear them converse.

OBI-WAN: When did you learn so much about Destroyer Droids?
ANAKIN: (enthusiastic) Oh, remember that time the Council
sent us on that mission to Mechis III? There were these
chrome war droids there that…


EXT. GALAXY-OUTER-RIM-SIKATT SYSTEM

Pan down to an unknown planet in the OUTER-RIM. Several
small spacecraft streak past from behind and onward to the
planet's surface.


EXT. GALAXY-OUTER-RIM-SIKATT SYSTEM-SURFACE-DAYBREAK

Half-buried LANDING CRAFT open hatches and begin to
disgorge dozens then hundreds of ARMOR-CLAD TROOPERS. The
TROOPERS begin rapidly advancing toward cities in the
distance.


EXT. CORUSCANT-JEDI TEMPLE-DAY

We orbit around the outside of the magnificent JEDI TEMPLE,
and then begin to zoom onto a large window to reveal a
great TRAINING HALL.


INT. JEDI TEMPLE-TRAINING HALL

Several dozen JEDI are shown all around the hall in various
stages of LIGHTSABER TRAINING. Two JEDI in particular are
shown only from behind, one kneeling, one standing. Five
REMOTE SEEKERS hover around the standing figure.

A green LIGHTSABER is ignited, the REMOTES begin to orbit
the standing figure, firing small electric shock charges.
The standing figure deflects all of the beams in a complex
pattern of movements. The REMOTES cease their attack and
the standing figure turns off his LIGHTSABER. He turns to
reveal OBI-WAN.

OBI-WAN: Now my young Padawan, let's see that technique of
yours.

ANAKIN rises and the REMOTES attack as before. He deflects
all the charges faster, more aggressively, but less
gracefully. ANAKIN turns, deactivates his saber and starts
to draw near OBI-WAN. He stops suddenly and lunges at the
skittish REMOTES, which jump back. ANAKIN snickers and
approaches his mentor.

ANAKIN: I feel the Force Obi-Wan. I can feel it flowing
through me.
OBI-WAN: You feel it Anakin, but you do not yet control it.
Don't be deceived by individual feats of skill. We have
much work to do on your aggression level. You must learn to
maintain calm.
ANAKIN: And my swordsmanship?
OBI-WAN: (grinning) I don't think we need much work there.

OBI-WAN slaps ANAKIN on the shoulder and the training
continues.


EXT. GALAXY-OUTER-RIM-KESSEL-SURFACE-MIDDAY

LANDING CRAFT impact the surface of the planet. Hundreds of
ARMOR-CLAD TROOPERS are swarming toward COLONIES in the
distance. The TROOPERS are only seen in extreme close-up
and at odd angles; they are never shown clearly, their
features always concealed.


INT. CORUSCANT-JEDI TEMPLE-OBSTACLE HALL

A complex and extensive OBSTACLE HALL is shown. ANAKIN
proceeds through the seemingly impossible course with
aggressive determination. OBI-WAN and JEDI MASTER MACE
WINDU observe.

MACE: You are to be commended Obi-Wan. Your Padawan learner
is exceeding our expectations in most areas, despite his
late start.
OBI-WAN: Anakin still has much to learn. His Force-
abilities are remarkable, but he still has difficulty
controlling them.
MACE: I have noticed that he does not refer to you as
"Master" anymore…

OBI-WAN looks slightly sheepish.

OBI-WAN: I felt it brought up unnecessary memories of his
past life. He always shows me the proper respect, of
course.
MACE: Of course.

ANAKIN has successfully navigated the obstacles, and
dismounts with an incredible gymnastic flip and twist
followed by a perfect landing. The PADAWAN cannot suppress
a cocky grin. WINDU rolls his eyes and shakes his head.

MACE: Time and training Obi-Wan; maintain your watchful
eye.


EXT. GALAXY OUTER-RIM-BPFASSH-SURFACE-DUSK

ARMOR-CLAD TROOPERS are overwhelming the token resistance
the local populace is offering. Fires blaze out of control
in the twilight. The TROOPERS seem unstoppable and
everywhere.


INT. CORUSCANT-JEDI TEMPLE-COURTYARD

ANAKIN is holding an animated discussion with a group of
APPRENTICES. OBI-WAN beckons him over.

OBI-WAN: You can waste time with your friends later. Time
to get on with your exercises.
ANAKIN: Have you heard anything about fighting somewhere
out on the edge of the Rim?
OBI-WAN: (guarded) I don't seem to remember hearing
anything like that.
ANAKIN: (becoming animated again) Huu-Tho and Deak were
telling me that they heard that there was some kind of a
war going on out there!
OBI-WAN: (suddenly stern) You should know to dismiss gossip
until you have evidence. Now go on, I'll meet you at the
Meditation Chamber.
ANAKIN: Yes, Obi-Wan.

There is a concerned look on OBI-WAN'S face as he watches
ANAKIN depart.


INT. JEDI TEMPLE-MEDITATION CHAMBER

ANAKIN is sitting lotus-style, eyes shut in concentration.
Various objects are position strategically around the room.
The objects begin to each levitate in a specific order,
guided by ANAKIN through the FORCE.


INT. JEDI TEMPLE-MEDITATION CHAMBER-OBSERVATION ROOM

OBI-WAN, MACE WINDU, and JEDI KNIGHT KI-ADI-MUNDI are half-
observing ANAKIN on a vid-screen, while conversing with
each other. ANAKIN can be seen deep in concentration on the
screen behind them.

OBI-WAN: I'm afraid some of the Padawan have caught wind of
those reports, despite our best efforts to keep them quiet.
No doubt rumors will soon find their way outside the Temple
walls.
KI-ADI: It would seem that our best efforts to keep quiet
our ongoing investigation might have proven…
inconsequential. Queen Amidala of Naboo has requested that
a special Senate committee hear her concerning a possible
threat to worlds on the Outer-Rim…

There is a look of surprise on OBI-WAN'S face. He looks at
MACE who nods his head in confirmation.

KI-ADI: (cont'd) She is due to arrive within the week.
OBI-WAN: Amidala. Now there's a name I've not heard in a
long time.
MACE: It would seem your Queen Amidala has become quite a
figure in the politics of The Republic. Her wisdom and
determination are known throughout the galaxy. (smirking) I
hear she's quite beautiful as well.

KI-ADI smirks also.

OBI-WAN: To be sure, she's not my queen. And she was
already beautiful when Qui-Gon and I first met her. Still,
this is an interesting development. (coyly) I wonder what
the chances of an audience may be?

MACE goes along with the joke.

MACE: Your chances may be better than you think. A Jedi
Honor Guard is to escort the Queen upon her arrival,
appointed by Supreme Chancellor Palpatine. You know how
much of a shoe-in young Anakin is for Honor Guard duty.
(knowingly) One must always keep a close watch on one's
Padawan. If he's selected, I have a feeling an audience can
be arranged.
OBI-WAN: (sarcastically) I'm sure fate will smile upon him.
MACE: Your Padawan's feelings for the Naboo Queen are no
secret, Obi-Wan. Those feelings are normal, of course, but
you must ensure Anakin does not act inappropriately.
KI-ADI: (wistfully) I remember I was once a good-looking
young buck fit for honor guard duty.

The three JEDI laugh, but the laughter is cut short as
ANAKIN loses his concentration.

ANAKIN: (excited) Mom! No!

The objects he was levitating crash to the ground. ANAKIN
begins to throw a temper-tantrum and OBI-WAN rushes in to
council him. The two senior JEDI look at each other
gravely.


INT. CORUSCANT-JEDI TEMPLE-MEDITATION CHAMBER

OBI-WAN is attempting to council ANAKIN about his
concentration and control.

ANAKIN: It's the same vision again and again. I see an army
of warriors. There's a dark figure, but I can't see its
face. And then… I see mom. She's reaching out for me, but I
can't get hold of her…
OBI-WAN: You must learn to control your emotions. As a
Jedi, the Force will allow you to see many things.
Interpreting what it's telling you is an important part of
your training. A Jedi cannot take all visions literally,
Anakin. (putting his hand on ANAKIN'S shoulder) I know it's
a difficult thing.
ANAKIN: We're taught that the Force will guide us.
Shouldn't I listen to what it's telling me?
OBI-WAN: To use the Force instinctively is the easy part,
Anakin. Visions, feelings… these are all passive powers we
each possess. It is conscious control over the Force that
makes a Jedi truly formidable.
ANAKIN: It seems like it should be the other way around! I
can remember Master Qui-Gon telling me to use my instinct!

There is an uncomfortable pause.

OBI-WAN: Qui-Gon is one with the Force, Anakin. He can no
longer train you.
ANAKIN: (chastised) I'm sorry Obi-Wan, it's so confusing
sometimes. (hesitant) Um, Obi-Wan, I have a question that
I've wanted to ask you for a long time, but I wasn't sure
if it was appropriate…
OBI-WAN: Never be afraid to ask any question.
ANAKIN: Um, ok. The warrior that defeated Master Qui-Gon,
the warrior that you defeated… was he a Jedi?

OBI-WAN looks uncomfortable for a moment, and ANAKIN
regrets the question. The older KNIGHT suddenly seems
contemplative. He sits down beside ANAKIN and begins to
speak.

OBI-WAN: The creature that murdered Qui-Gon was no Jedi,
but it was skilled in the ways of the Force. By all
accounts, it should have been extinct.
ANAKIN: Extinct?
OBI-WAN: It should have been extinct for a thousand years.
It was about that long ago that the Jedi defeated the last
of the Sith.
ANAKIN: The Sith? I've heard that word before, but we've
never been taught about them.
OBI-WAN: Thousands of years ago, a Jedi Knight decided that
he should use his powers to dominate, not to serve. He
broke away from the Jedi and founded the Sith Order. For
years the Sith gathered their forces and practiced the dark
side of the Force.
ANAKIN: (hushed) The dark side…
OBI-WAN: When the Sith felt that they were strong enough,
they waged war against the Jedi and threatened the entire
Republic. Many lives were lost in the conflict, but
ultimately the Sith defeated themselves.
ANAKIN: How so?
OBI-WAN: Because of the dark side. The dark side feeds off
anger, fear, and aggression. The Sith fought amongst
themselves for power and control. In the end they destroyed
each other. Those few who survived were hunted down and
wiped out by the Jedi.
ANAKIN: But if they were all destroyed, how could one have
killed Master Qui-Gon?
OBI-WAN: That question remains to be answered Anakin. That
is why it is so important that we train. The Sith were a
powerful and terrible enemy.
ANAKIN: But you defeated one, Obi-Wan.
OBI-WAN: It would appear I did…

KENOBI changes the subject:

OBI-WAN: (cont'd) I'd almost forgotten Anakin; I have some
news for you. It would seem that Queen Amidala is coming to
address the Senate.
ANAKIN: Padmé? (very excited) When will she be here?
OBI-WAN: (teasing) A Planetary Sovereign coming to
Coruscant to address the Senate, and you're not even the
slightest bit curious as to why?
ANAKIN: (backpedaling) Um, of course, ahh, what business
brings her here…
OBI-WAN: You'll never find work as an actor. She will
arrive sometime within the next few days, so I'd prepare
your dress uniform. Thanks to Supreme Chancellor Palpatine,
you've been selected as one of the Queen's Honor Guard.
ANAKIN: Really? I hope I get a chance to thank him. Padmé…
it seems like forever since I've seen her.


EXT. CORUSCANT-LANDING PLATFORM

SUPREME CHANCELLOR PALPATINE has arrived on the large
Senate landing platform with his SENATE GUARD. The JEDI
HONOR GUARD, including ANAKIN is present. OBI-WAN does not
stand with the HONOR GUARD but with CHANCELLOR PALPATINE.

The QUEEN'S ROYAL STARSHIP descends gracefully to the
platform as the escorting N-1's break off. The exit ramp
lowers and security personnel issue forth. Several of the
security guards are GUNGANS, dressed in the livery of the
QUEEN'S Security.

QUEEN AMIDALA of NABOO appears, along with several
HANDMAIDENS. AMIDALA is about 24 years of age and extremely
beautiful. She is dressed in an ornate gown, but not quite
so ornate as the first time she addressed the SENATE.

As she descends the ramp, an older man, tall and dark with
an immaculately trimmed goatee, takes her arm and the two
walk down together. This is BAIL ORGANA, PRINCE OF
ALDERAAN. A very large man whose expression is all business
accompanies THE PRINCE. This is his bodyguard, KABERRA.

The JEDI HONOR GUARD snaps to attention with their
LIGHTSABERS as CHANCELLOR PALPATINE bows and OBI-WAN
kneels. ANAKIN, behind his LIGHTSABER, has his eyes fixed
on BAIL ORGANA, scrutinizing him. His expression becomes a
slight scowl.

PALPATINE: Welcome back to Coruscant, Your Majesty. It's a
pleasure to see you again. Unfortunately my duties prevent
me from returning to Naboo as often as I'd like.
AMIDALA: Of course, Supreme Chancellor. (indicating) Allow
me to present Prince Bail Organa of the Sovereign System of
Alderaan.
BAIL: Greetings Supreme Chancellor. We've met before but
only briefly.
PALPATINE: Yes, it was at the Kaalida Conference, was it
not?
BAIL: Yes, that's correct.
PALPATINE: As I remember you were quite outspoken about
your support for a unified Republic Fleet.
BAIL: I see you don't easily forget people who support your
own views, Supreme Chancellor.

AMIDALA directs her gaze to OBI-WAN. She speaks,
effectively interrupting BAIL and PALPATINE.

AMIDALA: Rise Obi-Wan Kenobi. It is a great pleasure to see
you once again. Would you do me the honor of accompanying
me to my quarters? It would seem that we have some catching
up to do.
OBI-WAN: (rising) The honor is mine, Your Majesty.

The QUEEN'S entourage leaves with PALPATINE and OBI-WAN. We
focus on ANAKIN, head straight forward but eyes straining
to follow BAIL and the QUEEN. There is a scowl on his face.
One of the other HONOR GUARD whispers to him:

JEDI HONOR GUARD #1: (whisper) Anakin, did you see her?
She's beautiful! Whoa, your Master really lucked-out.
ANAKIN: (agitated whisper) Shut up.


INT. CORUSCANT-QUEEN AMIDALA'S CHAMBERS

AMIDALA, her HANDMAIDENS and OBI-WAN are present. Two JEDI
HONOR GUARDS and two of the QUEEN'S own security are posted
outside the door.

AMIDALA: Please make yourself comfortable Obi-Wan.
OBI-WAN: As you wish, M'Lady.
PADMÉ: Please, it's Padmé. Just Padmé.

As OBI-WAN takes a seat PADMÉ'S HANDMAIDENS hustle her
behind an ornate changing screen. They begin the complex
task of removing her elaborate gown.

OBI-WAN: It's a pleasure to see you Padmé, though from what
I understand it is once again due to grave circumstance.
PADMÉ: I'm afraid it is. I have in my possession evidence
that a monstrous threat to the galaxy has reared its head
out on the Rim. I am fearful that Naboo could be caught in
the middle.

As PADMÉ speaks her HANDMAIDENS are removing more and more
of her clothing. OBI-WAN notices that there is a mirror
strategically placed that can allow him to see the QUEEN
behind the screen. OBI-WAN is trying hard not to stare at
her.

OBI-WAN: (probing) What could this threat possibly be? We
triumphed over the Trade Federation, and in that time
you've reestablished a standing military.

He leans forward in the chair toward the mirror that
reveals the changing girl; despite himself, he is watching
her.

OBI-WAN: (cont'd) What could cause you such concern?
PADMÉ: Really Obi-Wan, you need to practice the fine art of
lying in front of a mirror, it just doesn't suit you.

OBI-WAN abruptly rises from the chair turns his back on the
mirror, self-conscious.

PADMÉ: (cont'd, smiling) I would think the "guardians of
justice" in the Republic would have quite extensive
intelligence…
OBI-WAN: (recovering) I'll keep your suggestion in mind.
There are rumors, Padmé. Hints and stories. Nothing
substantial. Nothing we can confirm.
PADMÉ: All will be revealed shortly when I address the
Senate. But enough of this dreadful topic for now…

The HANDMAIDENS have completed dressing PADMÉ for her
hearing and she steps out from behind the changing screen,
resplendent.

PADMÉ: (cont'd) How have you been, Obi-Wan?
OBI-WAN: My life of service as a Jedi is rewarding. It's a
life I continue to choose freely, and I have never
regretted it. (he pauses briefly) Not even when I lost Qui-
Gon.

A compassionate look crosses PADMÉ'S beautiful face and she
takes OBI-WAN'S hand in hers.

PADMÉ: Neither my people nor myself could ever possibly
express our gratitude and debt for your sacrifice and that
of your noble master's. Which reminds me… how is Annie's
training coming along? We haven't gotten to see each other
very much recently. I've missed him.
OBI-WAN: Well, Anakin is at the top of his class in nearly
all of his studies. He's eager to see you, whenever there's
a chance.
PADMÉ: Certainly, Obi-Wan.

PADMÉ picks up a small disk off a table and hands it to
OBI-WAN.

PADMÉ: (cont'd) Will you give him this message?
OBI-WAN: I'll be happy to deliver it. Allow me to take my
leave now, as I have matters that need attending. It was a
pleasure to talk with you. I hope we may have occasion to
speak again before your departure.

He performs a short, formal bow.

OBI-WAN: (cont'd) By your leave, Your Majesty.
PADMÉ: Of course Obi-Wan. We'll see each other again, I'm
sure of it. Don't forget to give Annie my message.

OBI-WAN begins to exit, but stops and looks back over his
shoulder.

OBI-WAN: Padmé?
PADMÉ: Yes?
OBI-WAN: Just a bit of advice: do yourself a favor, and
don't call him "Annie".

OBI-WAN exits the chamber smirking. PADMÉ'S HANDMAIDENS
begin to giggle and she gives them a stern look.


INT. CORUSCANT-SENATE BUILDING-SPECIAL HEARING CHAMBER

Approximately twenty-odd representatives from various
systems are gathered in the room. It is much smaller than
the massive main SENATE CHAMBER where the floating
platforms are required.

CHANCELLOR PALPATINE and vice-chairman MAS AMEDDA are at
the head, and BAIL ORGANA is present with KABERRA dutifully
at his side. QUEEN AMIDALA enters with several of her
HANDMAIDENS, and ASTROMECH DROID R2-D2. The JEDI HONOR
GUARD including ANAKIN and OBI-WAN are present, flanking
the assembly.

MAS AMEDDA: All rise for Her Majesty Queen Amidala of the
sovereign system of Naboo.

All present in the chamber rise.

AMIDALA: Thank you, please be seated.

The representatives sit as AMIDALA begins to speak from a
podium.

AMIDALA: (cont'd) Honorable senators and representatives, I
have requested this special committee to hear evidence of a
terrible threat which holds the promise of unraveling the
very fabric of the Republic.

Murmurs are heard among the audience.

AMIDALA: (cont'd) Since the immoral and illegal invasion of
my homeworld by a rogue franchise of the Trade Federation,
Naboo has striven to become a sentinel of sorts. We have
re-established a standing planetary defense force, and with
that, an intelligence service whose roots have branched out
through the galaxy considerably since it's inception. It is
our intelligence that began to receive strange information
some time ago, improbable reports of isolated Rim planets
being invaded and occupied by forces unknown.

Murmurs once again from the assemblage.

AMIDALA: (cont'd) Several of our operatives have gone
missing while undertaking missions to the systems in
question. After careful and deliberate study, we have come
to a startling conclusion. This invader is not a threat
from afar but a threat from the past risen anew.

AMIDALA pauses briefly for effect, then continues.

AMIDALA: (cont'd) We have every reason to believe the
ancient warrior-clan once known as the Mandalore are
invading and occupying systems on the frontier, and are
moving their way inward to the Core systems.

There are astonished gasps and rumblings from the
committee. OBI-WAN looks thoughtful.

AMIDALA: While en route to Coruscant, one of our most
trusted operatives beamed this transmission:

AMIDALA makes a gesture to R2-D2 and a HOLOGRAPHIC DISPLAY
comes to life. The signal is filled with static, and it is
obviously depicting a very chaotic scene.

The HOLOGRAM depicts massive fighting. The camera zooms in
on an armored individual and freeze-frames. It is wearing a
weapon-covered armored spacesuit of a symmetrical design.
The helmet has a "T" shaped visor slit.

AMIDALA: (Cont'd in voice-over) Behold the face of our
enemy!

ANAKIN is some distance from AMIDALA with the rest of the
ceremonial guard, and for the first time his eyes are not
upon the beautiful QUEEN but the HOLOGRAM. His face betrays
shock and disbelief.

ANAKIN: (loud whisper) It's them!

The paused projector clearly shows several dozen of the
warriors, clad in the archaic MANDALORIAN ARMOR. The
revelation is met with… awkward silence. Some coughing is
heard, and some shuffling; this is clearly not the reaction
QUEEN AMIDALA expected.

AMIDALA: (unflappable) The validity of this transmission is
without question. An evil seems to have risen from the
depths of the distant past. Naboo stands at the frontier of
its inexorable advance. I call upon the combined militaries
of the Republic to make a stand against this tide of
darkness, before it swallows everything in its path.

AMIDALA has concluded her presentation and her plea. After
a few more moments of dreadful silence, some of the
attendees decide to speak.

ORN FREE TAA: With all due respect, Queen Amidala, I am
sure you know your galactic history as well as I. (he
pauses for effect) The entire Mandalorian race has been
extinct for eons. Their menace is dead and gone, Your
Majesty, thanks to the noble Jedi.
BASKOL YEESRIM: I am having… difficulty with this, as well…
Do you expect us to believe that an entire race has been
miraculously resurrected and is now threatening the
Republic? How could this be? I would hope you have more
proof than this single bit of transmission...
BAIL: (rising abruptly) I vouch for Queen Amidala's
credibility! Instead of ignoring the obvious, you should be
dealing with the reality!

QUEEN AMIDALA remains demurely seated; she exchanges a
raised eyebrow with PALPATINE in the ensuing uncomfortable
atmosphere.

ORN: Senator Organa, you must admit that this is a bit
outrageous! What could you possibly hope to accomplish with
these scare tactics?

BAIL continues in an animated fashion while AMIDALA remains
dignified and placid.

BAIL: We have grown fat and complacent, hiding behind the
security the Jedi provide. But our worst fears are now
realized and nobody wants to accept the truth. The Galactic
Republic has left itself vulnerable!
MAS: That is enough. We will have order!

BAIL'S commentary drops off at the sound of MAS AMEDDA'S
commanding voice.

PALPATINE: This does not appear to be a problem that will
be solved with rhetoric or academic debate… Queen Amidala,
your claim is a serious one, serious enough to warrant
immediate action. I will use all my powers of office to
discover the truth behind these alleged attacks in the most
expeditious manner possible. Your Majesty, if you've
concluded your presentation, I call this hearing adjourned!


INT. CORUSCANT-MUSEUM OF GALACTIC HISTORY

A MANDALORIAN SUPERCOMMANDO stands menacingly. OBI-WAN is
in the MUSEUM OF GALACTIC HISTORY, staring contemplatively
at a suit of the weapon-covered armor posed behind a
transparent case in one of the museum's more esoteric
displays. A computerized female voice (which is part of the
display) speaks in a voice-over:

COMPUTER: (voice over) …spread chaos throughout The
Republic during the Great Sith War. Jedi and Republic
forces exterminated the last of the Mandalore on an
uncharted Outer-Rim world over one thousand years ago.
MALE VOICE: A terrifying prospect, wouldn't you agree?

OBI-WAN, slightly startled, turns to see CHANCELLOR
PALPATINE approach him, SENATE GUARDS at a respectful
distance.

OBI-WAN: (slight, formal bow) Supreme Chancellor, I didn't
hear your approach.
PALPATINE: You must be lost in thought Obi-Wan Kenobi. I
never knew it was this easy to sneak up on a Jedi.
OBI-WAN: (smirking) It normally isn't. If I may say so,
your insight serves you well. Queen Amidala has brought
some disturbing news indeed. (looking up at the armor) The
Republic almost fell to these warriors and their Sith
overlords. There were many more Jedi back then…
PALPATINE: I consider myself a student of history, as you
may be aware. A number of the other Senators consider Queen
Amidala's information dubious at best, but I have learned
that the most obvious conclusion is usually the correct
one. I have also learned to trust Queen Amidala's
instincts. Prince Organa is a very lucky man.
OBI-WAN: Lucky?

OBI-WAN looks terribly confused, then his expression
changes as if he has had an epiphany.

OBI-WAN: (cont'd) You don't mean to say that-
PALPATINE: There aren't many Royal Houses left in the
Galaxy. Political marriages have been conducted for many
generations. It is tradition…
OBI-WAN: Most interesting. And rather obvious, in
retrospect. It would seem that at least some ancient
traditions of the Republic remain secure, Chancellor
Palpatine.
PALPATINE: The Republic has been lulled into a false sense
of security, inadvertently, by the noble order you yourself
are part of. The protection that the Jedi offer needs to be
augmented by a Starfleet capable of dealing with an outside
threat like the one these Mandalore may pose.

OBI-WAN becomes unusually defensive.

OBI-WAN: With all due respect Supreme Chancellor, the Jedi
have been guardians of peace and justice for a thousand
generations. We dealt with these warriors the first time
and will defeat them again if we must. Our effectiveness
cannot be questioned.
PALPATINE: (placating) Of course not, nor is it. There will
always be a place for the Jedi Knights as long as I'm
Supreme Chancellor, I can assure you.

PALPATINE takes another look up at the MANDALORIAN ARMOR.

PALPATINE: (cont'd) But if this Mandalorian threat does
prove real, we will need more resources to defeat them than
can currently be assembled. That is why I've been
campaigning as I have for increased centralized military
strength.

The SUPREME CHANCELLOR tears his eyes from the display and
looks at OBI-WAN. He answers the KNIGHT'S frown with an
ingratiating smile.

PALPATINE: (cont'd) You must understand that the Republic
Fleet and the Jedi would work together for mutual benefit.
As far as Queen Amidala's claims are concerned, it is
important we move quickly to discover the truth behind
them.
OBI-WAN: Agreed. I must compliment you on your commitment
to action Chancellor.

The SUPREME CHANCELLOR changes the subject.

PALPATINE: One last thing; perhaps you should keep this
talk of marriage between the Houses of Naboo and Alderaan
to yourself. It is just speculation at this point, after
all.
OBI-WAN: I understand. Allow me to take my leave Supreme
Chancellor. There is little time for preparation.

OBI-WAN begins to depart but PALPATINE stops him.

PALPATINE: Kenobi!
OBI-WAN: (stops and turns) Yes?
PALPATINE: May the Force be with you.

The JEDI looks at the SUPREME CHANCELLOR strangely for a
moment. Unsure how to respond, he performs a short, quick
bow. OBI-WAN turns and departs. PALPATINE looks up at the
looming display, and breaks into a peculiar smirk.


INT. CORUSCANT-JEDI TEMPLE-CORRIDOR

OBI-WAN is walking down the corridor. Various other JEDI
come and go about their business. ANAKIN pops into the
corridor. He looks around and sees OBI-WAN, then runs up to
him, a little out of breath. OBI-WAN stops and waits for
him.

ANAKIN: I've been looking everywhere for you.
OBI-WAN: I was just on my way to see you.
ANAKIN: Did you talk to her?
OBI-WAN: Yes-
ANAKIN: (interrupting) How is she? What'd she say?
OBI-WAN: Will you relax?

OBI-WAN and ANAKIN begin to walk.

ANAKIN: Sorry.
OBI-WAN: That's better. The Queen is quite eager to see
you, Padawan. She is also quite concerned about recent
events.
ANAKIN: She's not the only one. That video that Artoo
showed, with the masked warriors… they're the ones I've
been seeing. In my vision.

OBI-WAN stops and appraises his APPRENTICE.

OBI-WAN: Are you sure?
ANAKIN: It's them. Obi-Wan, do they really exist?
OBI-WAN: I honestly don't know. They certainly were real,
once, but that was a long time ago. Amidala is convinced
they're back, and so is Prince Organa.
ANAKIN: Hey, what's up with him anyway?
OBI-WAN: The Prince? (guarded) The Houses of Alderaan and
Naboo are united in their goal of goading the Senate into
action. They're allies.
ANAKIN: (unconvinced) Allies. Well, whatever. Am I going to
get a chance to see her, or do I get to pull guard duty
tonight?
OBI-WAN: She gave me this message for you.

He produces the disk from his robe. ANAKIN snatches it from
his MASTER'S hand.

OBI-WAN: (cont'd) Amidala is very special, Anakin… take
some time to appreciate the value of your friendship. I
want you to meditate briefly on it.
ANAKIN: I will. I've gotta go read this!
OBI-WAN: Go!
ANAKIN: (smiling) Okay.

ANAKIN starts off at a trot, but suddenly stops and looks
back.

ANAKIN: (quizzical) Was there something else you wanted to
tell me?
OBI-WAN: Not that I can think of.
ANAKIN: You sure?

OBI-WAN waves his PADAWAN off.

OBI-WAN: Go see her!

ANAKIN smiles again and takes off. OBI-WAN'S smile slowly
fades and is replaced with a look of unease.


EXT. CORUSCANT-LANDING PLATFORM-QUEEN'S STARSHIP

AMIDALA'S sleek STARSHIP lies at rest beside the landing
platform. Two of the QUEEN'S GUARDS are posted. CAPTAIN RIC
OLIÉ is underneath the port wing of the shining craft,
inspecting it. He occasionally runs a cloth over the
gleaming skin. ANAKIN makes his way over to RIC.

ANAKIN: Ric!
RIC: Anakin! How've you been?

The two pilots join hands. ANAKIN unabashedly appraises the
SHIP.

RIC: How have they been treating you? Letting you fly
anything decent?
ANAKIN: I wish. Nothing like this…

ANAKIN indicates the NUBIAN. He changes the subject, but
his interest is still with the chrome ship.

ANAKIN: Padmé left me a message to meet her here… is that a
torpedo bay?
RIC: Yeah, our engineers have retrofitted several weapon
systems into the hull at the Queen's request.

ANAKIN begins to walk around as much of the ship as the
platform allows, inspecting the various new modifications.
He's in pilot-heaven.

ANAKIN: Oh… you have recessed cannons… T-88's. Any
modifications to the shields?
RIC: The deflectors have been upgraded at the expense of a
slower hyperdrive, but it's a fair trade-off.

Some electronic whistling is heard and ANAKIN turns to see
ARTOO. The little DROID rolls up to him.

ANAKIN: Artoo! You staying out of trouble?

He bends down and pats the DROID. ARTOO beeps his assent.

ANAKIN: Good.
FEMALE VOICE: I hope you're as happy to see me as you are
that ship…

ANAKIN turns to see PADMÉ step out from behind a strut. She
is beaming. ANAKIN jumps up and walks over to her.

ANAKIN: Padmé!

The two embrace. ANAKIN easily picks her up off the ground
and whirls her around once.

PADMÉ: Sorry to sneak up on you, but I wanted to watch you
drool all over the ship.
ANAKIN: Drool? Me?
RIC: Hey, Anakin, I'll se you later, okay!
ANAKIN: Okay! I'll see you!
RIC: M'Lady…

The two walk away from the ROYAL STARSHIP, AMIDALA holding
onto ANAKIN'S arm. ARTOO trails behind them.

ANAKIN: That little droid never lets you out of his sight,
does he?
PADMÉ: Artoo? He's my best friend.

She stops and gives the plucky DROID a quick hug. ARTOO
whistles.

PADMÉ: Well, my second best friend.

She stands up.

ANAKIN: You don't mind if I borrow him for a little while,
do you? I've been playing around with a holo-projector that
I'd like to try out.
PADMÉ: Well, you know how my security is. Even you'll have
to clear it through them. I'm happy just as long as you
don't blow him up.

ANAKIN gives a wry smile.

ANAKIN: Trust me.

ARTOO lets out a questioning shriek.

PADMÉ: What did you think of my speech?
ANAKIN: (frowning) I'm convinced. I'm not sure about anyone
else.
PADMÉ: I kind of got that feeling too.

They begin to walk again.

PADMÉ: I wouldn't say something like that unless I knew it
to be absolutely true. Those warriors do exist; I fear
there's terrible danger.
ANAKIN: I believe you. In fact - I've seen them myself.
PADMÉ: You have? Where?
ANAKIN: Ask me again sometime.

PADMÉ gives him a strange look – ANAKIN abruptly changes
the subject.

ANAKIN: So who's your traveling companion?
PADMÉ: Prince Bail Organa. (teasing) Why do you ask?
ANAKIN: (unconvincing) No reason.

There is a short pause in the conversation.

ANAKIN: (cont'd) A Prince, huh? He must be rich…
PADMÉ: Actually, he has considerable wealth… you should see
his estate on Alderaan-
ANAKIN: (jealous) Whatever. I'm sure it's almost as
beautiful as my barracks.

PADMÉ has pushed ANAKIN'S buttons; he is starting to loose
his cool. The QUEEN relents.

PADMÉ: (reassuringly) Anakin, Bail is a friend and a strong
ally. It's important we display a united front to the
Senate.
ANAKIN: (lightening up) You said that these warriors are
working their way Coreward from distant points on the Rim.
PADMÉ: That's correct.
ANAKIN: That would mean Tatooine is at risk.

PADMÉ shows concern.

PADMÉ: I'd thought of that. There still hasn't been an
emancipation mission, has there?

ANAKIN shakes his head, indicating negative.

PADMÉ: Our intelligence is tracking events as closely as
possible. So far we have no information of any aggression
toward systems in the same quadrant as Tatooine.

PADMÉ takes the young PADAWAN'S hand.

PADMÉ: (cont'd) I'm sure she's all right.

The two youths take a long moment to look into each other's
eyes; ANAKIN unexpectedly breaks the silence.

ANAKIN: (cont'd) You look beautiful.
PADMÉ: (slightly embarrassed) And you… haven't changed.

The two smile at each other again.


INT. CORUSCANT-JEDI TEMPLE-JEDI COUNCIL CHAMBER

The JEDI COUNCIL is present. An alien JEDI MASTER, INC
TRESK has replaced EVEN PIELL, who has returned to field
duty. MACE WINDU enters the chamber and takes his seat
beside YODA. All look serious.

MACE: The Supreme Chancellor has concluded consultations
with his advisors. He has decided to send an Expeditionary
Force, Jedi-led, to several outlying systems.
SAESEE TIIN: When is this force to deploy?
MACE: Preparations for departure begin as we speak. We will
know in the next few days whether Queen Amidala's
information is accurate.
YODA: Important the truth we discover in this matter. A
coincidence it would not be, if returned both the Mandalore
and the Sith have. Biding their time these dark forces have
been, I fear.
SAESEE: It has been many years since the alleged Sith Lord
killed Qui-Gon Jinn.
MACE: (Slightly annoyed) Not alleged. It was a Sith Lord
who defeated Master Qui-Gon.
SAESEE: Then where have the Sith been since Jinn's death?
We have scoured the Republic and found no trace of them.
Just as it should be.
INC TRESK: I agree. Both the Sith and their Mandalorian
allies were defeated ages ago. This talk of their return is
the worst kind of paranoia.
KI-ADI: Paranoia? Have you delved into the currents of the
Force, lately?
INC: (haughtily) Do you suggest that you are more in touch
with with the Living Force than I, Master?
KI-ADI: I suggest that your vision is possibly… clouded.
INC: Clouded? Because I dismiss superstitious prophecy that
you wholeheartedly embrace?
KI-ADI: Obviously you refer to the Chosen One –
SAESEE: Again the Council is dragged into the fairy tale of
the Chosen One! Anakin Skywalker is a late-trained Padawan
with a high midi-chlorian count, nothing more.
MACE: (incredulous) How could you possibly-

YODA interrupts. The force of his character dominates the
chamber.

YODA: (eyes shut) Mmmm… proud would the Sith be, of their
accomplishment. Bickering like small children, the Council
has been reduced to?

The bickering members of the COUNCIL look ashamed. YODA
continues unabated.

YODA: (cont'd) So pompous have we become. A lesson from the
Sith we could learn. Yes, yes, a lesson. Unlearn what we
think we know. Patience the Sith have, and patience the
Jedi need to rediscover. Laughing the Sith would be, at
this divisiveness…


INT. JEDI TEMPLE-PADAWAN BARRACKS

JEDI APPRENTICES are busy preparing for their upcoming
mission. PADAWAN are dressed out in their COMBAT UNIFORMS;
black, dark brown and form fitting, sans robes. There is
much excitement and the young PADAWAN are busy speculating
about the future. HUU-THO, DEAK and ANAKIN are in the midst
of a discussion. ARTOO stands vigilant at ANAKIN'S side.

DEAK: …covered with weapons! You're not even supposed to be
able to cut through their armor with a lightsaber!

ANAKIN and HUU-THO each give DEAK disparaging looks.

DEAK: I swear!
HUU-THO: (subtitled) A lightsaber can cut through anything.
DEAK: Except Mandalorian armor! Anakin, help me out. You
know some material is more resistant to lightsabers than
others.
ANAKIN: I don't know, 'sabers can cut through carbonite,
but it does take some time.
HUU-THO: (subtitled) See, I told you.
DEAK: Whoa, wait, he said it takes time! If you're in
combat and…

As HUU-THO and DEAK continue their friendly debate, a
strange look crosses ANAKIN'S face. He closes his eyes and
becomes very still.

ANAKIN: (whisper) Mom?

ANAKIN'S friends are now engaged in mock swordplay,
ignoring his increasingly agitated state. ANAKIN'S head is
twitching occasionally in time to eye movement evident
under his eyelids.

DEAK: With an upward thrust, followed by a -

Alarmed whistles and beeps from ARTOO interrupt DEAK. HUU-
THO takes notice as well.

ANAKIN: Mom?
HUU-THO: (subtitled) Anakin, are you all right?

OBI-WAN'S PADAWAN is not all right. He suddenly flails out,
landing on his posterior, knocking over some equipment.

ANAKIN: Mom! Mother, no!
DEAK: Hey! Snap out of it! Anakin!

HUU-THO and DEAK grab ANAKIN but he is tough to handle.
ARTOO is wheeling around in circles, making frantic noise.
By now a group of PADAWAN are forming around them. ANAKIN
finally opens his eyes. He is sweating and looks fatigued.

ANAKIN: Mom…

He looks up at his friends.

DEAK: Hey man, are you okay?

ANAKIN stands up slowly.

ANAKIN: I've got to get out of here… leave me alone…

DEAK, HUU-THO and a couple other PADAWAN are still holding
onto ANAKIN

ANAKIN: Let go! I'm fine!

He abruptly shakes them off and stalks out of the barracks.
The remaining PADAWAN look at each other, dumbfounded.
ARTOO coos in confusion.


INT. CORUSCANT-JEDI TEMPLE-KNIGHT BARRACKS

There is an obvious heightened state of activity. OBI-WAN
is assisting his peers with their gear and uniforms. ANAKIN
rushes up to him and pulls him aside.

ANAKIN: Obi-Wan, I must speak with you.
OBI-WAN: Of course, what is it?
ANAKIN: We need to go to Tatooine.
OBI-WAN: Anakin, what are you talking about?
ANAKIN: The vision, it's changed. (desperate) She's going
to die Obi-Wan, they're going to kill her!

ANAKIN is beginning to attract the attention of some of the
other KNIGHTS, to OBI-WAN'S chagrin. He grabs ANAKIN by the
arm and pulls him aside.

OBI-WAN: Calm yourself. Tell me exactly what you saw.
ANAKIN: It's different now… The warriors, they're the
Mandalore. The dark figure is leading them. They kill her
Obi-Wan, I can feel it. They kill my mother!

OBI-WAN lets out a weary sigh.

OBI-WAN: There's no evidence whatsoever of any unusual
activity in the Tatooine system – we would know about it.
ANAKIN: I need to know if she's all right!
OBI-WAN: (stern) The Supreme Chancellor has given you your
orders, and you will follow them Padawan Skywalker. You
will gather your gear and muster on the North Platform at
daybreak tomorrow. This is an important mission Anakin.
ANAKIN: But-

ANAKIN suddenly stops himself, with an odd look on his
face. He briefly squeezes his eyes shut then opens them.

ANAKIN: (cont'd) You're keeping something from me Obi-Wan,
what is it?
OBI-WAN: (irritated) Anakin your behavior is bordering on-
ANAKIN: It's about Padmé! What is it? What don't you want
me to know about her?

OBI-WAN is angry but begins to look sheepish in light of
ANAKIN'S clairvoyance. He has underestimated his PADAWAN.

OBI-WAN: Anakin-
ANAKIN: That old man, Prince Organa! What's he have to do
with it?

ANAKIN trails off as he realized the full extent of the
secret OBI-WAN was attempting to keep. OBI-WAN uses this
lull to take charge again. ANAKIN does not resist.

OBI-WAN: (Annoyed, angry whisper) What's gotten into you?
Where is your focus? This mission is what matters. There is
no mother, no Prince Organa, no Amidala. That is the end of
it. Are we clear, Padawan?

ANAKIN is stunned. His mind is clearly elsewhere. After a
long pause, the shaken PADAWAN speaks.

ANAKIN: Clear.


INT. OUTSIDE QUEEN AMIDALA'S QUARTERS

ANAKIN stomps up to the two ROYAL NABOO GUARDS posted
outside the QUEEN'S door.

ANAKIN: I must speak with the Queen.
GUARD: I'm sorry, sir, but Her Royal Majesty is not in.
ANAKIN: (impatient) Where is she?
GUARD: Her Majesty and Prince Organa are attending a dinner
meeting. (pause) I'll be happy to convey a message, sir.
ANAKIN: (annoyed) Where's the meeting?
GUARD: (slightly put-out) Sir, this is a State function.
Prince Organa left specific instructions not to be
disturbed.

ANAKIN makes a peculiar gesture with his hand.

ANAKIN: Tell me where the meeting is.


INT. RESTAURANT

AMIDALA and BAIL are finishing up a late dinner meeting
with LOBBYISTS, HEADS OF INDUSTRY and SENATORS. The two
royal leaders extend formal farewells as their guests file
out. All eventually depart, leaving BAIL and AMIDALA alone.
The QUEEN looks at BAIL and laughs a little. KABERRA nods
to the PRINCE, then steps outside.

AMIDALA: You know how I hate this.

BAIL moves to pour a drink for AMIDALA and himself.

BAIL: (smiling) But this is the very essence of politics,
my Queen.

He picks up two beautiful glasses, brings them over and
proffers one to AMIDALA.


EXT. CORUSCANT-GALLERY ACROSS FROM RESTAURANT

ANAKIN is making his way in an expeditious manner to find
PADMÉ when he catches sight of her and BAIL. ANAKIN tries
to conceal himself so that he can observe.


INT. RESTAURANT

AMIDALA takes the glass from BAIL. She looks tired.

BAIL: (cont'd) Besides, you know it's a necessary evil. I'm
most impressed with how you've handled this. It's not easy
to stand up in front of the Galaxy's most influential
beings and tell them that all they have may be in jeopardy.

BAIL lifts his glass.

BAIL: To you, my Queen.

AMIDALA looks embarrassed.

AMIDALA: How about to our mission?
BAIL: Very well then, to our mission.


EXT. CORUSCANT-GALLERY ACROSS FROM RESTAURANT

ANAKIN watches the two planetary leaders toast and drink.


INT. RESTAURANT

The QUEEN and BAIL touch glasses and drink. They put the
glasses down.

AMIDALA: Thank you Bail. Really, I mean it. Your help has
been invaluable. I'm not sure if I could do this myself.

AMIDALA embraces BAIL in friendship.


EXT. CORUSCANT-GALLERY ACROSS FROM RESTAURANT

ANAKIN watches as the QUEEN and BAIL embrace. ANAKIN looks
grim; he feels betrayed. He turns away from the scene and
walks off in disgust.


INT. RESTAURANT

The QUEEN and BAIL finish their innocent embrace, but as
they pull away from each other BAIL reaches his hand to his
throat. He coughs a few times and sputters a little. The
QUEEN is concerned.

AMIDALA: What is it?
BAIL: (recovering) That was odd. I'm fine, just lost my
breath for a moment. It passed.

BAIL and AMIDALA both turn toward the door as KABERRA
admits an AIDE to the PRINCE.

BAIL: Yes?
AIDE: Prince Organa, Queen Amidala, I'm sorry to disturb
you but the Supreme Chancellor has announced his response
to your allegations.


INT. JEDI TEMPLE-ENTRANCE TO PADAWAN BARRACKS

An on-duty PADAWAN stands at parade-rest in front of the
entrance. To his great surprise, the stunning form of QUEEN
AMIDALA strides into the foyer flanked by two ROYAL GUARDS.
The PADAWAN snaps to attention.

AMIDALA: I would speak with Anakin Skywalker.

The PADAWAN stares at the ethereal beauty, dumbfounded.

AMIDALA: Anakin Skywalker. Can you contact Anakin Skywalker
and inform him that Queen Amidala wishes to speak with him?

The PADAWAN recovers slightly.

PADAWAN: Your Majesty, the Padawan are all currently in
meditation. After that they will rest for the mission.
Traditionally no visitors are permitted during this period.
AMIDALA: (almost to herself) I only just found out about
how swiftly the Supreme Chancellor decided to act. (looking
back at the PADAWAN) They leave tomorrow morning? I had
hoped to speak with him before their departure.
PADAWAN: You could see him in the morning, right after the
final brief, Your Majesty.

AMIDALA just stares at the PADAWAN, and he immediately
withers.

PADAWAN: It was just a suggestion, please forgive my
presumption…
AMIDALA: Thank you, young Jedi. I will heed your advice and
see Anakin off at daybreak. Good evening.

AMIDALA turns on her heel and strides away, both guards
trailing. The PADAWAN looks enraptured that the QUEEN
condescended to talk to him.


INT. CORUSCANT-JEDI TEMPLE-PADAWAN BARRACKS

It is nighttime, and the BARRACKS is still, the only sound
that of several snoring PADAWAN. ANAKIN is sitting upright
in his bed, studying his own reflection in a mirror. ARTOO
is beside him.

ANAKIN: (whisper) Mother…

ANAKIN throws the sheets aside and grabs some clothes.


EXT. CORUSCANT-JEDI TEMPLE-LANDING PLATFORM-DAYBREAK

The rising sun sheds its light across the glittering
cityscape. Many JEDI are assembled and are ready for combat
deployment. MACE WINDU appears to give the mission brief.
OBI-WAN looks highly agitated; ANAKIN is not present. COLIN
TON-MUMMD, a senior JEDI KNIGHT aged about 40 with short
hair, goatee and a facial tattoo approaches OBI-WAN.

COLIN: Where's your Apprentice, Kenobi?
OBI-WAN: Somewhere making the biggest mistake of his young
life, I fear.

MACE begins to address the crowd and the ranks of KNIGHTS
snap to attention.

MACE: As you were.

The KNIGHTS go to parade rest.

MACE: (cont'd) In response to reports by the Naboo
intelligence network and Her Royal Majesty Queen Amidala,
the Supreme Chancellor has ordered a Jedi-led expeditionary
force to investigate this alleged Mandalorian threat. There
will be four groups, each destined for a separate system.
The mission is reconnaissance in force; if you discover an
enemy threat under no circumstances are you to engage.
Defend yourselves if you must and return to the rendezvous
point. Man your ships, and may the Force be with you.


EXT. CORUSCANT-COMMERCIAL SPACEPORT-DAYBREAK

VOICE: Let's go kid, we haven't got all day.

ANAKIN has a pained unsure look on his face. He is staring
at the CORUSCANT skyline. A PILOT about 30, short with a
gray flight suit and a tough-looking face approaches the
PADAWAN from behind.

PILOT: You got the money?
ANAKIN: Three thousand. It's all I have.

ANAKIN hands the pilot the money but remains holding it.

PILOT: This'll get you there, but not back. You sure you
wanna do this?

ANAKIN lets go of the payment.

ANAKIN: Let's go, Captain.

ANAKIN and the CAPTAIN walk toward a courier ship.


EXT. CORUSCANT-JEDI TEMPLE-LANDING PLATFORM-DAYBREAK

A small ENTOURAGE consisting of AMIDALA, HANDMAIDENS AND
SECURITY makes its way down a long ramp to the landing
platform, creating a minor scene. AMIDALA looks, but fails
to find ANAKIN. She sees OBI-WAN and his eyes meet hers.
She smiles and waves at the KNIGHT.

AMIDALA: Obi-Wan!

OBI-WAN stares at the QUEEN for a moment, but he cannot
conceal an unmistakable sadness. AMIDALA'S smile begins to
fade into confusion.

AMIDALA: (cont'd, slightly bewildered) Obi-Wan? Where's
Anakin?

OBI-WAN looks like he wants to say something, but
ultimately, he lowers his gaze, then his head, and turns
his back on the QUEEN, moving to board the ship. The QUEEN
is completely confused and her feelings are hurt. She
attempts to remain dignified. AMIDALA slowly turns away
from the boarding JEDI, stone faced, and slowly returns the
way she came.


INT. CORUSCANT-PALPATINE'S QUARTERS-BALCONY

PALPATINE is standing on his balcony looking over the
sprawling cityscape. An AIDE approaches him.

AIDE: Chancellor, the Expeditionary Force is lifting off.

The AIDE dismisses himself as a satisfied smile plays out
on PALPATINE'S lips.


INT. REPUBLIC TRANSPORT-HOLD

OBI-WAN straps himself into a seat, just as others are
doing. The seat next to him is the only empty one on the
ship. The JEDI has a scowl on his face as the J.E.F. jumps
into HYPERSPACE.


INT. COURIER SHIP-COCKPIT

CAPTAIN: We're all set, kid.
ANAKIN: Let's do it.

The CAPTAIN pushes a lever and through the cockpit window
the stars blur as the craft jumps into HYPERSPACE.


INT. CORUSCANT-QUEEN'S QUARTER'S

PADMÉ is staring out the window, as she sometimes does when
she feels depressed. ARTOO quietly wheels his way over to
PADMÉ and whistles softly to attract her attention. His
HOLOPROJECTOR comes to life to reveal a pained ANAKIN
SKYWALKER.

PADME: (cont'd) Anakin?
HOLOGRAM: (cont'd) Padmé, I wanted to make sure you know
why I'm not with the Expeditionary Force.

PADMÉ'S full attention is on ARTOO'S message.

HOLOGRAM: (cont'd) I see visions. All Jedi do but these are
so real, so painful. I didn't know what they meant until
you came. (pause) I know the Mandalore are real and I know
they're going to invade Tatooine if they haven't already.
And I know my mother will die a slave if I don't do
something about it.

AMIDALA is enraptured by ANAKIN'S message.

HOLOGRAM: (cont'd) I'm leaving a similar message for Obi-
Wan when he gets back from the mission, as there's no point
trying to explain my actions now. I know what the Council
will do, and I accept it. Qui-Gon told me long ago that I
should feel, not think. That I should use my instincts. My
instincts tell me I need to act. I also need to tell you… I
realize now that you mean more to me than I'd known.

AMIDALA'S brown eyes widen as the HOLOGRAM of ANAKIN
continues.

AMIDALA: (whisper) Anakin…
HOLOGRAM: I thought that you felt the same about me… but… I
assumed too much. I understand your choice and want only
happiness for you.

AMIDALA looks puzzled.

AMIDALA: Choice, what choice?
HOLOGRAM: I promised my mother that I'd return and free
her. And I promise you… that I'll never forget you.

ANAKIN'S tormented images freezes. AMIDALA'S eyes are
glistening now; she reaches a hand up to ANAKIN'S cheek,
but it passes through the ghostly form. The door to her
chamber opens and R2 switches off the HOLOPROJECTOR. A
concerned-looking GUARD pokes his head in.

GUARD: My Queen, are you all right? I thought heard voices.
AMIDALA: (composing herself) It's nothing. I'm fine, it
was… nothing.

ARTOO lets out a sad moan.


INT. SPACE-MANDALORIAN ASSAULT SHIP-BRIDGE

Dozens of blue-shouldered PILOT BATTLE DROIDS are flying
the ship. Two MANDALORIAN TROOPERS stand guard at the
entrance to the bridge. A BATTLE-DROID approaches the
COMMANDANT, a thin, evil-looking man in a grey and black
uniform.

BATTLE-DROID: Sir, Lord Sidious commands you to make
contact.
COMMANDANT: Acknowledged.

The COMMANDANT moves to a HOLOPROJECTOR. He stands at
attention as the flickering holographic image of DARTH
SIDIOUS appears, draped in SITH robes.

SIDIOUS: The Expeditionary Force is on its way. I have
beamed the details of their arrival coordinates into your
computer. Several Jedi will be among them; they shall be
your primary targets. Among them are Obi-Wan Kenobi and
Anakin Skywalker. Ensure Kenobi is destroyed. Skywalker is
to be taken alive and delivered to me unharmed. Leave
several survivors to guarantee word of the attack gets back
to the Republic. (pause) Do not fail me.

COMMANDANT: As you wish, my Lord.


INT. HYPERSPACE-REPUBLIC TRANSPORT-MAIN HOLD

After the initial departure, the crew has unbuckled their
restraints and is in a relaxed posture. OBI-WAN is staring
out a portal as the blurred dimension of HYPERSPACE streaks
by. COLIN approaches OBI-WAN.

COLIN: Your thoughts dwell on your defiant Padawan.
OBI-WAN: Anakin's made a terrible mistake. Many of the
Council have been waiting for an excuse to dismiss him ever
since they first allowed his training. I fear his absence
from this mission may seal his fate. I never thought he
would disobey so blatantly.
COLIN: All men choose their own path, my friend. Anakin
started his training at a late age. Most Jedi never know
their real family. One can hardly blame him for his concern
over his mother. That is no excuse for his actions,
however. If The Council decides to dismiss him then that is
his destiny. You've certainly done the best you can to
train him.
OBI-WAN: Perhaps I was too hard on him when he told me he
needed to see her.

OBI-WAN rubs his beard, contemplative.

OBI-WAN: (cont'd) Most Jedi are much older and more
experienced than I was when they take on a Padawan. He was
originally to be trained by Qui-Gon.
COLIN: Qui-Gon had faith in you, just as the Council does.
The situation will resolve itself. It will do you no good
to dwell on it. We have a mission to think about.
OBI-WAN: I know, you're right. (changing subject) What's
our estimated time of arrival?
COLIN: Oh-two-hundred.
OBI-WAN: Do you think we'll find any trace of Queen
Amidala's ancient enemy?
COLIN: I think it is best to be prepared for anything.


INT. TATOOINE-MOS ESPA-WATTO'S SHOP-DAY

WATTO'S SHOP is in disarray as usual. The pudgy TOYDARIAN
is rummaging through junk, sorting through various things,
muttering to himself in HUTTESE. Light bathes the room
briefly and falls across WATTO who stirs slightly, due to a
door being opened then shut. Several tiny bells jingle
signaling a new presence in the shop. C-3PO'S
photoreceptors alight at the sound and he rises to greet
the customer. THREEPIO is mostly complete, with only a few
bare sections remaining.

THREEPIO: Good day sir, and welcome to Watto's!

THREEPIO sounds and acts differently. His voice and
mannerisms can best be described as that of a hustling
salesman; he has clearly been reprogrammed.

THREEPIO: (cont'd) If you can't find it at Watto's you
can't find it…

THREEPIO'S voice trails off.

THREEPIO: (cont'd) Pardon me sir, but do I know you?
ANAKIN: Hello, Threepio.
THREEPIO: Is that you Master Anakin?

WATTO stirs at the DROID'S reference to someone other than
himself as "master".

THREEPIO: (cont'd) Master Anakin, it's you, it's you!

WATTO flies into the room knocking a few things over.

WATTO: (in HUTTESE, subtitled) What's this "master",
talkdroid? I'm your only master! Who is this… who are you,
eh? You come to buy something? Hey now, you look a bit
familiar…
ANAKIN: (in HUTTESE, subtitled) Greetings Watto. It's been
a long time. I'll bet you didn't expect me.
WATTO: (in standard) Hey… what's this supposed to be? Did
he say your name was Anakin?
ANAKIN: (in standard) Yes that's right. Anakin Skywalker.

WATTO puts his hand to his chin and his eyes go wide in
recognition.

WATTO: Hey… I had a slave named Anakin Skywalker… Ah, 'tis
you, eh! Heh heh, (nervous) you're a big strong boy now!
What are you doing here, I wonder, hmmm?
ANAKIN: I've come for my mother, Watto.
WATTO: Your mother, eh? Well you came to the wrong place, I
think, hmmm…

ANAKIN takes an aggressive step toward the junk-dealer, who
retreats slightly.

ANAKIN: Don't play games with me Watto. Where is she?
WATTO: Like I said, you came to the wrong place. Your
mother I lost sometime back to pay off some old debts. She
was a good slave, I was sorry to see her go…

ANAKIN is angry about WATTO'S casual reference to his
mother as property.

ANAKIN: You'd better not be lying to me. Who is her new
master?

WATTO flies up into ANAKIN'S face.

WATTO: Hey, who do you think you are, waltzin' into my
shop, makin' threats, actin' like you're gonna push me
around?

ANAKIN grabs WATTO by the vest and pulls him nose to
"nose". THREEPIO is distraught.

WATTO: (cont'd) All right, all right… Your mother I sold
back to Gardulla the Hutt. You can find her near the north
end of the Slave Quarter. You wanna let me go now, hmmm?

ANAKIN releases WATTO and the TOYDARIAN smoothes himself
over.

ANAKIN: Come on Threepio, you're coming with me.

The PADAWAN reaches behind THREEPIO'S head and fiddles with
a switch for several seconds.

WATTO: Hey, you can't do that! The talkdroid is mine!
ANAKIN: (indignant) I don't remember selling him to you.
(to THREEPIO) There you go.
THREEPIO: Oh that's much better Master Anakin!

THREEPIO'S voice and mannerisms are back to their normal,
fussy self.

WATTO: He's all I have left to help me! Whose gonna program
my load lifters?!

ANAKIN pulls asides his cloak to reveal his LIGHTSABER. He
steps forward.

ANAKIN: Perhaps you think you're being treated unfairly?
WATTO: (glancing nervously at the weapon) No. Take him.
ANAKIN: Good. Nice to see you again Watto. Let's go
Threepio.

ANAKIN departs with THREEPIO close behind. WATTO flies to
the door and hurls some last words.

WATTO: Go on, take him! See if I care! You think you gonna
take you're mother that easy?

He begins to mutter to himself.

WATTO: Not that I care…


INT. SHMI'S HOVEL

SHMI SKYWALKER is tending to some matters in the kitchen.
She looks much like she did ten years earlier, except
perhaps more tired. She is drying off a drinking glass when
she hears someone enter. She calls out, but mistakenly
identifies the visitor.

SHMI: Owen, is that you?

ANAKIN is confused. THREEPIO looks around.

ANAKIN: N-no… mom – mother it's me. It's Anakin…

SHMI is shocked. She drops the glass and it shatters.

SHMI: Annie? Anakin? It can't be…

ANAKIN approaches to within arms length.

ANAKIN: It's me mom. I've come back.

The two hesitantly, tearfully embrace.

SHMI: Oh my goodness Anakin! (elated) I can't believe it! I
can't believe it's you!

She pulls back from her son. THREEPIO begins to gush.

THREEPIO: Oh Mistress Skywalker! It's such a pleasure again
to make your acquaintance!

SHMI whispers in her son's ear so that only he can hear.

SHMI: (sighing) Oh, I thought I was finally rid of him…

She pulls away from ANAKIN, still holding him.

SHMI: (cont'd) Let me look at you!
ANAKIN: Mom, we haven't much time.
SHMI: But, I don't understand. There's so much I need to
say… what can't wait?
ANAKIN: I can't live with myself any longer knowing you are
somebody's property. I also fear that you're in terrible
danger.

SHMI is clearly confused.

SHMI: But Annie, unless you buy me from Gardulla there's
nothing you can do about it.
ANAKIN: I'm taking you out of this situation. Nothing's
going to stop that.
SHMI: But what about the transmitter inside of me?
ANAKIN: I have a plan. You won't have to worry about it any
more.

SHMI is flabbergasted at her son when a new figure enters
the hovel. This is OWEN LARS, a stocky, hearty young man
nearly the same age as ANAKIN. He has a strong body from
years of honest work and a hard edge to his eyes. He is
casual until he notices ANAKIN.

OWEN: Mom, I got those parts you needed for-

He sees ANAKIN.

OWEN: (cont'd) Who the hell is this?

ANAKIN looks at his mother quizzically. THREEPIO looks back
and forth between them.

ANAKIN: Mom?

SHMI gives both of them a sheepish look.


EXT. SPACE-SIKATT-J.E.F.

The J.E.F. jumps out of HYPERSPACE. There is one large
COMMAND CARRIER, three smaller CRUISERS and several
FIGHTERS as a combat air patrol. Our view pans around the
task force to show a planet with several moons that they
approach.


INT. J.E.F. FLAGSHIP-BRIDGE

OBI-WAN and COLIN are on the BRIDGE, along with the command
crew. The CAPTAIN addresses the JEDI.

CAPTAIN: We've arrived in the Sikatt system and are
scanning the planet. So far, everything appears normal.
COLIN: Keep us notified of any changes, Captain.
CAPTAIN: Yes sir.

The two JEDI turn and exit the BRIDGE.

COLIN: (Low voice) I have a bad feeling about this.
OBI-WAN: I sense a tremor in the Force as well.


EXT. SPACE-SIKATT-MOON

The perspective changes, pulling back away from the J.E.F.
and one of the MOONS. The view pans to the side to reveal a
large force of MANDALORIAN ships in the MOON'S shadow.


INT. SHMI'S HOVEL

SHMI is sitting, wringing her hands together. ANAKIN and
OWEN stand across from each other on either side of her.
SHMI is attempting to explain the situation. THREEPIO is
off in the corner, temporarily shutdown.

SHMI: When you left I was so happy for you Anakin, but I
was so lonely too.

SHMI glances at her adopted son.

SHMI: (cont'd) Owen's real mother and father were killed in
a terrible accident when he was just a small boy. With no
one to take care of him he quickly found his way into the
hands of slavers. Watto bought him at a bargain price – he
needed some one to replace you.
ANAKIN: I guess he wasn't the only one.

SHMI continues slightly angry.

SHMI: (cont'd) You're being unfair Anakin. Owen was living
in the back of Watto's shop. I took him into my home.

SHMI gives OWEN a loving look.

SHMI: (cont'd) He soon became like a second son to me.
(looking at Anakin) But I never, ever forgot about you.
OWEN: Why didn't you ever mention you had a son?
SHMI: Owen, I wanted to tell you many times, but finally I
decided to just leave it alone. You're old enough now… I
was going to tell you soon.

OWEN wheels on ANAKIN.

OWEN: So what brings you here now, Anakin Skywalker?
SHMI: He can help us. He's been training… as a Jedi Knight.

OWEN looks ANAKIN up and down appraising him. He doesn't
seem impressed.

OWEN: A Jedi? Sent by the Supreme Chancellor? I think
you're too little too late, my friend. Why don't you go
back to-
ANAKIN: I was a Jedi. Look, the time has come for action. I
used to be a slave like you and mom.
OWEN: You abandoned your own mother to slavery while you
went off on a tour of the galaxy? (sarcastic) Very noble
act for a Knight.
SHMI: (to Owen) You don't know the whole story-
ANAKIN: Listen. I don't know what your problem is, nor do I
really care. I can deactivate those explosive transmitters
inside your bodies.

ANAKIN is approaching OWEN, who holds his ground.
Eventually the two are almost nose-to-nose. He looks
briefly at SHMI, then back to OWEN.

ANAKIN: (cont'd) I'm not acting as a Jedi. I'm acting on my
own.

There is a long pause, as OWEN seems to consider ANAKIN'S
words.

OWEN: Are you sure about being able to deactivate the
implants?
ANAKIN: I'd bet my life on it.
OWEN: You may live to regret those words. Okay Anakin,
what's your plan?


EXT. SPACE-SIKATT SYSTEM

MANDALORIAN ASSAULT SHIPS have deployed behind the J.E.F.


INT. J.E.F. FLAGSHIP-BRIDGE

OFFICER: I think something's wrong here, sir.
CAPTAIN: What's the problem?

The CAPTAIN approaches his OFFICER, looking over his
shoulder at his console.

OFFICER: Well, everything seems normal on the surface of
things, but that's just it. The signals, they're too clean…
It's as if they're artificial in origin.
CAPTAIN: Artificial? That could mean something was
generating it… I don't like this.

The CAPTAIN turns to his COMMUNICATIONS OFFICER.

CAPTAIN: (cont'd) Give the order to man battle stations and
deploy the Expedition-

The CAPTAIN is cut short by a flurry of violent explosions.

OFFICER: We're under attack!

The explosions continue. Sparks fly from instrumentation
and lights and panels go dead.

CAPTAIN: Shields up?


EXT. TATOOINE-MOS ESPA-CANTINA-DAY

The bustling town of MOS ESPA is shown, along with an out-
of-the-way CANTINA.


INT. CANTINA

OWEN is leading ANAKIN through the dimly lit CANTINA.

ANAKIN: What are we doing wasting our time in this place?
OWEN: You have a good plan Anakin, but to make it work
we're going to need all the help we can get. There's
somebody I want you to meet. Somebody with a reputation to
be able to get… things done.
ANAKIN: I'm not going to need any help.

The two thread their way past some exotic patrons imbibing
gregariously. A good-looking waitress looks ANAKIN up and
down, smiling at him. They eventually reach their
destination.

OWEN: We'll see…

Seated at a corner table is a dark-haired young man, in his
early twenties. He has a tough, no-nonsense look about him
and dark, cold eyes.

OWEN: (cont'd, to seated figure) Kitt, this is who I wanted
you to meet.
ANAKIN: Kitt?

ANAKIN looks at the dark-haired man, who slowly raises his
head to look at ANAKIN. Recognition fills his eyes.

KITT: Do I know you?
OWEN: This is Shmi's son, Anakin.

KITT rolls his eyes, throws his head back and laughs.

KITT: Anakin Skywalker?!
ANAKIN: Kitt… Kitster?

KITT slaps his hand on the table.

KITT: I can't believe it. Sit down, buddy. It's been a real
long time…

OWEN looks amazed.

OWEN: You two know each other?

ANAKIN excitedly takes a seat beside his old friend.

ANAKIN: We were best friends!

KITT makes a calming gesture to ANAKIN.

KITT: Hey, keep it down, we don't need any attention.
Anakin… It's been a long time, man. What're you doing back?

OWEN takes a seat.

ANAKIN: It's hard to explain, but I'm here to put a stop to
slavery. Well, that's the main reason I'm here.
KITT: Hey pal, that's kind of ambitious, huh? I don't know
what they taught you at Jedi school, but Jabba runs this
show.
OWEN: He has a plan, Kitt.
KITT: You bring some of your Jedi friends, I hope?

ANAKIN sidesteps the question.

ANAKIN: Don't worry about it. Enough about me, what're you
up to? From the way Owen described you, I thought I was
about to meet a big-time intergalactic gangster.
OWEN: No, he just works for one.
ANAKIN: What's he talking about?
OWEN: He works or Jabba.
ANAKIN: No kidding?
KITT: Well, "works" might not be exactly the right word. I
get stuff done for him.

KITT pauses for a moment.

KITT: (cont'd) He's my owner.

ANAKIN'S old friend suddenly looks mischievous.

KITT: (cont'd) Speaking of which… I have something out back
you'd definitely like to see.
OWEN: Kitt, we don't have time to goof around –
KITT: Relax, Owen. (to ANAKIN) Come on.


EXT. MOS ESPA-ALLEYWAY-DAY

It is pitch black. The cover of a tarp is suddenly snapped
off and we are looking up at silhouettes of KITT and
ANAKIN, the twin suns of TATOOINE blazing from behind and
above.

We switch perspective to see an alleyway from above. There
is a RONTO and tethered to it is a cart, which KITT has
just pulled the tarp off of. In the cart are two of the
most souped-up hot-rod SWOOP BIKES ANAKIN has ever seen. He
lets out an appreciative whistle.

ANAKIN: (lustfully) Oh man… where did you get these?
KITT: Don't ask.

ANAKIN begins to inspect them more closely, checking every
detail.

KITT: (cont'd) I'm supposed to deliver them to one of
Jabba's clients. Call them a token of the Fat One's
appreciation.

ANAKIN looks at KITT. KITT looks at ANAKIN. OWEN comes up
behind them.

OWEN: Why did you want to show him these?


EXT. TATOOINE-DESERT-DUNE SEA-DAY

The TATOOINE DESERT stretches out in all directions, far as
the eye can see, vast as an ocean.

Blasting past on either side shoot ANAKIN and KITT, each on
one of the hot-rod swoop bikes. ANAKIN is yelling with
unbridled joy.

The two friends goad each other on, faster, through ever
more dangerous twists and turns. They yell at each other
and laugh, wind whipping their hair while goggles keep the
dust from their eyes.

They roar past JAWAS scavenging a shipwreck. They blast
through a herd of wild BANTHA. ANAKIN shrieks over the PIT
OF CARKOON, and as KITT shoots over the SARLACC snaps out
at him, nearly getting hold.


EXT. SPACE

The MANDALORIAN SHIPS have launched a vicious attack on the
J.E.F. Massive ION CANNONS begin pounding on the REPUBLIC
FLAGSHIP.


INT. J.E.F. FLAGSHIP-PASSAGEWAY

The scene is chaotic. Personnel are scrambling to their
BATTLE STATIONS. Explosions are racking the ship causing
smoke in the passageways lit by flickering lights. OBI-WAN
is sprinting for the HANGAR when he runs into COLIN and
COLIN'S PADAWAN.

OBI-WAN: We've been ambushed!
COLIN: Worse than that, we've been betrayed!
OBI-WAN: But how-

OBI-WAN is cut off by a loudspeaker.

LOUDSPEAKER: We have lost the main deflector shield. We
have lost the main deflector shield. Standby to repel
borders.


EXT. TATOOINE-MOS ESPA

ANAKIN and KITT conclude their joyride and bring the bikes
back to MOS ESPA, returning them to their place under the
tarp, away from prying eyes.


EXT. TATOOINE-MOS ESPA-ALLEYWAY-LATE AFTERNOON

KITT and ANAKIN wipe off the bikes and replace the tarp.

KITT: I gotta admit, you're still tough to beat. I'm
surprised the Jedi let you race.

ANAKIN looks both astonished and resentful.

ANAKIN: Race? Are you kidding? This is the first time I've
flown something other than a lousy sim since I won Boonta
Eve!

The RONTO lows at ANAKIN, who pats it on the rump.

KITT: So tell me… what's it like?
ANAKIN: What do you mean?
KITT: You know what I mean. What's it like?

ANAKIN approaches so that he is very close to his friend;
when he speaks his tone is like that of a child.

ANAKIN: It's wondrous. It's more wondrous than you could
possibly imagine. I've seen such sights… The Corellian
Shipyards… cities floating in the clouds of Bespin… whole
dead systems being sucked into black holes. Kitt, the
Angels of Iego, they're real! I've seen them with my own
eyes!
KITT: There's more, though, isn't there?

ANAKIN registers disgust.

ANAKIN: I've also seen savagery, brutality, people
enslaved. Self-serving indulgent politicians and
indifferent, arrogant Jedi. I'm repulsed as often as I'm
amazed. But there's so much… so much of all of it.

The two stare at each other silently for a moment.

KITT: Owen brought you to see me for a reason.
ANAKIN: I'm going to need weapons. Weapons and information.
KITT: The weapons I can get, no problem. What kind of
information are you interested in?
ANAKIN: The strength of the Hutt's mercenary forces. Their
weaknesses… which bosses have the most vested interest in
the slave trade.
KITT: I'll get you what you need. But promise me something.
I have a ship that I've been working on for a long time
now, but it's nowhere near ready to fly. Promise me that
you'll help me get it running so I can get off this rock.
If your little scheme succeeds, that is.
ANAKIN: You have my word.


EXT. TATOOINE-MOS ESPA-SLAVE QUARTER-NIGHT

The SLAVE QUARTER seems peaceful this evening, but there is
much activity despite the quiet exterior.


INT. SKYWALKER HOVEL

SLAVES are filing through the hovel in groups. ANAKIN has
constructed a device with which he is deactivating the
explosive implants. KITT and OWEN brief each person as to
their role in the upcoming plan. THREEPIO holds the device
that ANAKIN constructed.

THREEPIO: That should be the last of them, sir.
ANAKIN: Except one.

SHMI enters the room, with an odd expression on her face.

ANAKIN: (cont'd) I still can't understand why you wanted to
be last, mom.
SHMI: Oh Annie, I've had this thing inside me for as long
as I can remember. Another few hours makes no difference.

THREEPIO passes the device over his mother and the implant
is deactivated.

ANAKIN: There, that's it. You're free.

SHMI begins crying and OWEN and ANAKIN make their way over
to her. Each man takes one of her hands.

OWEN: What's wrong? Are you okay?
ANAKIN: Mom, what is it?
SHMI: This thing you're doing is so brave. I'm so very
proud of both of you. But I'm so unsure of the future. This
is very dangerous; the Hutts won't stand for it.
ANAKIN: Leave that to me. If the Republic won't do anything
about the situation then we must rely upon ourselves.
OWEN: Anakin's right, mother.

She grabs and hugs both of the young men.

SHMI: I love you so very much.

SHMI looks at OWEN.

SHMI: (cont'd) I love both of you so very much.


EXT. SPACE-SIKATT SYSTEM-MANDALORIAN ASSAULT SHIP

PODS ripple out of the sides of the MANDALORIAN SHIP,
rocketing toward the J.E.F. FLAGSHIP.


INT. J.E.F. FLAGSHIP-CORRIDOR

COLIN: Go, Obi-Wan, get to a fighter! You need to tell the
Council what happened here!
OBI-WAN: I'll not leave you here to-

OBI-WAN is interrupted by more explosions and loud ringing
metallic thuds on the outside of the ship. ANAKIN and COLIN
look around, listening.


EXT. J.E.F. FLAGSHIP-HULL

Amidst flak bursts and blaster fire dozens of MANDALORIAN
BOARDING PODS have attached themselves to the HULL. Charges
built into their base detonate with a flash and roar.


INT. J.E.F. FLAGSHIP-CORRIDOR

COLIN: There will be no argument! I am your senior, Kenobi!
I order you, get to a fighter now!

There are some more rumbling explosions.

LOUDSPEAKER: Hull breach on decks seven and twelve. Hull
breach on decks seven and twelve.
COLIN: We'll hold them here! Go! May the Force be with you!

OBI-WAN nods and they briefly clasp forearms. OBI-WAN then
sprints toward the hangar. COLIN turns to his PADAWAN.

COLIN: We'll need to suit up.


EXT. TATOOINE-MOS ESPA-DAY

It is a day seemingly like any other in MOS ESPA.
TATOOINE'S twin suns blaze away in the heavens scorching
the town's denizens. Throughout MOS ESPA numerous SLAVES
are busy toiling away for their MASTERS. Unexpectedly, the
slave population begins to put away its tools and cease
their labors. It would seem a general strike is in progress
by the SLAVES and the outraged MASTERS quickly notice this.

Threats begin to fly, and soon the streets are choked with
revolting slaves who don't seem intimidated by their
chagrined masters' threats.

SLAVE-OWNER #1: (subtitled) You! What do you think you're
doing? Get back to work!
SLAVE #1: I'll never do anything for you again!

The SLAVE-OWNER moves to grab his "property", but the
former SLAVE pushes back. The SLAVE-OWNER is shocked.

SLAVE-OWNER #1: (subtitled) You can't push me, you're my
property!

OWEN appears and the slaves begin to form around him.

OWEN: Maybe you should buy a droid instead.

He pushes the former SLAVE-OWNER back. A small mob is
beginning to form. One of the more enraged and vindictive
slave-owners attempts to enforce his authority.

SLAVE-OWNER #2: You defiant scum! I'll show you who's boss
here!
OWEN: Steady… hold steady…
SLAVE OWNER #2: Resume your labors or you're done for,
slave-scum!
SLAVE #2: Do your worst!

His bluff is called and the SLAVE-OWNER presses a button on
a device on his wrist. A collective gasp goes up from the
crowd - but nothing happens. The FORMER SLAVES cheer, and
then begin to heckle their FORMER MASTERS. ANAKIN chooses
this time to step forward.

ANAKIN: Slavery no longer exists on Tatooine. Tell your
bosses that these people are free and under my protection.
ANGRY SLAVER: And just who are you?!
ANAKIN: Anakin Skywalker, son of Shmi.

The former slave population is elated but fearful. OWEN
pulls ANAKIN aside.

OWEN: Everyone's getting nervous. They know it won't be
long before the Hutts act on this.
ANAKIN: Keep talking to them… keep going over the plan.
Everything will be fine.


INT. J.E.F. FLAGSHIP-CORRIDOR

Squads of MANDALORE methodically make their way through the
ship, mercilessly blasting everything in their path.
REPUBLIC SECURITY is hardly a match for them. The lead
squad comes to an abrupt halt.

COLIN and his PADAWAN stand at the end of the corridor,
LIGHTSABERS lit. Both wear armored white spacesuits. The
MANDALORE immediately open fire and the two JEDI engage
them.


EXT. TATOOINE-MOS ESPA-MIDDAY

KITT contacts ANAKIN via COMLINK.

ANAKIN: (into comlink) Go ahead Kitt.
KITT: (over comlink) Your little plan definitely got
noticed. Funny thing is, Jabba doesn't really care. All his
money is wrapped up in spice smuggling; slaves aren't his
concern.
ANAKIN: (into comlink) Where will the trouble come from?
KITT: (over comlink) Gardulla. She employs a small army of
pirates and mercenaries, and they're on their way. Maybe a
hundred, all armed to the teeth.
ANAKIN: (over comlink) No problem. Let me know if anything
changes.

ANAKIN puts the COMLINK away. Two FREED SLAVES approach
ANAKIN.

FREED SLAVE #1: What's happening?
ANAKIN: Just what we planned for. Gardulla's sending
enforcers.
FREED SLAVE #2: People are getting nervous, Anakin. Most of
them have never fought before.
ANAKIN: There's a first time for everything. Issue the
weapons, and tell everyone to relax.


INT. J.E.F. FLAGSHIP-HANGAR

OBI-WAN straps himself into a fighter. Other pilots attempt
to leave the hangar in a chaotic scene, but they have no
central control. OBI-WAN'S FIGHTER shudders, but he manages
to rocket out of the HANGAR, barely missing several
dangerous obstacles.


INT. J.E.F. FLAGSHIP-CORRIDOR

COLIN and his PADAWAN wreak havoc with the MANDALORE, but
they are tough opponents. Reflected blaster bolts sometimes
explode harmlessly on their armor, and even the JEDI
LIGHTSABER blades require more of an effort than usual to
cut through. COLIN and his PADAWAN can hear the rapidly
dwindling cockpit reports in their spacesuits internal
comlinks.


EXT. MOS ESPA-SLAVE QUARTER-LATE DAY

It's not long before the HUTT'S MERCENARY TROOPS roll in,
riding SKIFFS and SPEEDERS. Many slaves are frightened and
want to give up, but ANAKIN and OWEN convince them to stand
their ground. A short, flabby and opulently-dressed TOADY
of GARDULLA reads a declaration.

TOADY: To the criminal and terrorist slaves of Mos Espa:
the mighty Gardulla, in her infinite mercy, promises that
there will be no repercussions more severe than a sound
beating if you all immediately return to your rightful
masters.

ANAKIN emerges from the middle of the crowd.

ANAKIN: Now I promise you… if you all turn around and go
back, you'll live. Go back and tell Gardulla that she has
no power over these people.

The crowd of FREED SLAVES cheer at ANAKIN'S bold assertion.
GARDULLA'S TOADY looks bewildered, as do the hundred or so
MERCENARIES who usually get their way through simple
intimidation.

TOADY: What? Why you presumptuous little –

He begins to sputter, finally turning to the MERCENARY
TROOPS.

TOADY: (cont'd) Get them!!


EXT. SPACE-SIKATT SYSTEM

The few REPUBLIC FIGHTERS that made it out of the HANGAR
are quickly blown apart.


INT. OBI-WAN'S FIGHTER-COCKPIT

OBI-WAN is realizes the totality of the ambush and the
hopelessness of the situation. He attempts to make good his
escape to CORUSCANT.


EXT. MOS ESPA-SLAVE QUARTER-LATE DAY

The tough-looking MERCENARIES advance on ANAKIN and the
crowd of FREED SLAVES. ANAKIN produces his LIGHTSABER and
ignites it. Bolstered by ANAKIN'S example, the FREED SLAVES
pull clubs, knives and blasters that had been provided by
KITT. The advancing MECENARIES look especially wary of
ANAKIN and his weapon.

MERCENARY #1: (to ANAKIN) Nice and easy boy… put that thing
down before you hurt yourself, eh?
ANAKIN: Maybe you should put yours down.

ANAKIN moves his hand and the MERCENARY'S BLASTER goes off,
hitting his foot. He falls yelling in pain. The FREED
SLAVES begin to heckle the MERCENARY SOLDIERS, throwing
rocks and other debris at them. One of the MERCENARIES gets
hit in the head, and he shoots at the thrower. This sets
off a hailstorm of violence.

ANAKIN intercepts and deflects a large amount of fire back
at the MERCENARIES. He charges directly into their midst,
cutting them down easily. The streets of MOS ESPA are
choked with hand to hand fighting. OWEN wrestles with a
PIRATE, whom he punches out. Another approaches from behind
him with a VIBRO-AXE.

ANAKIN: (to OWEN) Behind you!

OWEN turns and ducks as the axe passes over him. ANAKIN
cuts the PIRATE'S weapon in two then bashes him across the
face with the hilt of his saber. He pulls OWEN to his feet.

OWEN: Thanks.
ANAKIN: Don't mention it.


INT. MANDALORIAN ASSAULT SHIP-BRIDGE

A BATTLE-DROID approaches the COMMANDANT.

BATTLE-DROID: Sir, Jedi Knight Obi-Wan Kenobi confirmed
piloting one-man craft. Jedi Apprentice Anakin Skywalker is
still unaccounted for.

The COMMANDANT looks thoughtful.

COMMANDANT: Lock our tractor beam onto Kenobi's craft and
bring him aboard alive. We will use him to draw Skywalker
out into the open. When the boy is ours, Kenobi is to be
terminated.
BATTLE-DROID: Roger roger.


INT OBI-WAN'S FIGHTER-COCKPIT

OBI-WAN'S fighter lurches and he fights his controls in
confusion.

OBI-WAN: I'm caught in a tractor beam!


INT. J.E.F FLAGSHIP-CORRIDOR

OBI-WAN'S voice comes in over COLIN'S comlink.

OBI-WAN: (over comlink) They're reeling me in.

COLIN looks grim; he shuts his eyes tight for just a moment
then opens them with a new resolve. He cuts down a
MANDALORE, and then turns to his PADAWAN.

COLIN: I need you to cover me. It's been an honor my
Padawan.
PADAWAN: (subtitled) The honor has been mine, Master.

He nods at COLIN.


INT. OBI-WAN'S FIGHTER-COCKPIT

OBI-WAN: (disgusted) It's no good, I have to shut down.
COLIN: (over comlink) Negative. Standby Kenobi.
OBI-WAN: (into comlink) What are you doing?


EXT. MOS ESPA-SLAVE QUARTER-LATE DAY

ANAKIN turns to see a small SKIFF loaded with MERCENARIES
swinging around on his flank. He raises his hand and the
front of the SKIFF crumples as if smashed by a heavy
weight, flinging the passengers into the dirt. GARDULLA'S
TOADY continues to shriek orders from his SPEEDER; ANAKIN
charges toward it as OWEN picks up a BLASTER from a fallen
MERC.

TOADY: (terrified) Oh! Oh no, stay away! Keep away, help!
Help me!

A half-dozen MERCENARIES get between ANAKIN and the fleeing
TOADY, but he wipes them out, barely breaking stride. He
leaps up onto the SPEEDER and grabs the TOADY by his flabby
neck.

TOADY: Eeek!
ANAKIN: Where do you think you're going?

Holding his captive, ANAKIN turns to survey the scene. The
MERCENARIES have been routed; one gets thrown into a fruit
stand, smashing it. Others are beginning to retreat as the
FREED SLAVES chase them off. Their vehicles have all been
either captured or destroyed.

ANAKIN: You can walk back to Gardulla with the rest of your
crew.

ANAKIN'S demeanor turns threatening.

ANAKIN: (cont'd) Stay out of our business, or I promise
you… they'll be none of you left.

ANAKIN pushes the terrified TOADY off the SPEEDER and into
the sand. He gets up and begins to waddle off into the
desert catching up to the rest of the fleeing MERCENARIES.
A great shout of triumph rises from the FREED SLAVES.

ANAKIN: (con't, to the TOADY) You need the exercise anyway!

OWEN walks up beside ANAKIN holding a blaster; there is
some blood on his face but he is ok. He smiles at ANAKIN
who smiles back.

OWEN: I think we just might have pulled it off…

OWEN slaps ANAKIN on the shoulder and begins to laugh. He
turns toward the crowd and raises his blaster in the air,
cheering. The crowd cheers with him. He grabs ANAKIN'S arm
and hoists it up. The cheering grows even louder.


EXT. J.E.F. FLAGSHIP-HULL

Part of the HULL begins glowing in a spot then a GREEN
LIGHTSABER blade appears. A hole is quickly cut allowing
COLIN to climb onto the HULL, trailing debris that is being
sucked out into the vacuum of space behind him.

COLIN ignites his backpack and rockets off at maximum
velocity toward the MANDALORIAN SHIP currently reeling
KENOBI'S FIGHTER in.


INT. OBI-WAN'S FIGHTER-COCKPIT

OBI-WAN is staring out his COCKPIT in disbelief.

OBI-WAN: (into comlink) Colin, you fool! What are you
doing!


EXT. SPACE

COLIN is dodging debris and enemy fire. He reaches the
shield perimeter of the huge MANDALORIAN SHIP and ignites
his LIGHTSABER. He plunges the weapon into the shield
causing major pyrotechnics.


INT. MANDALORIAN ASSAULT SHIP-BRIDGE

An alarm can be heard.

BATTLE-DROID: Sir, malfunction in tractor beam deflector.
COMMANDANT: That's odd… compensate.
BATTLE-DROID: Roger roger.


EXT. SPACE-MANDALORIAN SHIP-HULL

OBI-WAN: (over helmet comlink) Colin!
COLIN: (into comlink) Obi-Wan, there's nothing you can do!
You must get word back to the Council!
OBI-WAN: (over comlink) No, I've got to-

COLIN has muscled his way through the powerful shield; he
is battered and scorched, his suit leaking atmosphere into
the void.


INT. OBI-WAN'S FIGHTER-COCKPIT

COLIN: (over comlink) Go! Now! Now!!


EXT. SPACE-MANDALORIAN SHIP-HULL

COLIN: (into comlink) May the Force be with you.


INT. OBI-WAN'S FIGHTER-COCKPIT

OBI-WAN: No!


EXT. SPACE-MANDALORIAN SHIP-HULL

COLIN closes his eyes and plunges his LIGHTSABER into the
TRACTOR BEAM EMITTER. There is a tremendous explosion.


EXT. SPACE-OBI-WAN'S FIGHTER

The FIGHTER lurches forward, released from its unseen grip.


INT. OBI-WAN'S FIGHTER-COCKPIT

OBI-WAN is thrown forward then back against his restraints.


INT. MANDALORIAN ASSAULT SHIP-BRIDGE

BATTLE-DROID: Sir, tractor beam off-line.
COMMANDANT: What? Impossible! Switch to backup!


INT. OBI-WAN'S FIGHTER-COCKPIT

OBI-WAN has an agonized look on his face.

OBI-WAN: (quietly) Blast it…


EXT. SPACE

The stars blur as OBI-WAN'S fighter roars into HYPERSPACE.


EXT. TATOOINE-MOS ESPA-DAY

A sign is erected in an alien script. A FORMER SLAVE yells
out.

FORMER SLAVE: We establish the free settlement of
Anchorhead!

As a cheer goes up the perspective changes to overhead,
where we see a large gathering of FREED SLAVES and the
incomplete framework of a budding community. The scene is
festive, but reserved; work on the houses and vaporator
fields continues even as there is celebration. ANAKIN has
been watching from a distance, perched upon a large
boulder. OWEN quietly approaches him.

OWEN: Anakin, there's something I want to say to you.

ANAKIN looks a bit defensive.

OWEN: (cont'd) I owe you an apology. I misjudged you when
we first met, and I'm ashamed of the way I acted toward
you. You sacrificed as much as any of us coming here and
setting this thing in motion. I'm grateful to you, as we
all are.

ANAKIN looks at a loss for words.

ANAKIN: Uhh… you didn't have to apologize…
OWEN: Yes I did.(pause) There's someone I want you to meet.
ANAKIN: No more surprises, my nerves can't take it!
OWEN: No, no surprises. (yelling) Beru!

A pretty 17-year-old girl, BERU WHITESUN, hurries over and
embraces OWEN.

OWEN: (cont'd, to BERU) This is who I was telling you
about. This is Anakin Skywalker. (to ANAKIN) I'd like you
to meet Beru.

BERU reverently approaches the embarrassed ANAKIN.

BERU: Anakin… it's so wonderful to meet you. We all owe you
such a tremendous debt. Especially Owen and I.

She hugs him.

BERU: (cont'd) Thank you.

She lets go, scampers over to OWEN, briefly kissing him,
and then runs off.

ANAKIN: You're welcome? (turns to OWEN) What's she mean,
"especially Owen and I"?
OWEN: (smiling) She's great, isn't she?
ANAKIN: Yes, she is, but you didn't answer my question.

OWEN swells with pride.

OWEN: We're getting married. As soon as possible.
ANAKIN: Married?
OWEN: We've wanted to for a long time, but we both knew it
was impossible as long as we were slaves. Sometimes I
thought it would never happen.

The two look at BERU who is with some of her girlfriends;
they are playing with some children. BERU looks up and
waves at OWEN, who waves back.

OWEN: (cont'd) I feel like the luckiest man alive. You have
a special girl somewhere?
ANAKIN: (pause) I thought I did.


EXT. SPACE-CORUSCANT-ORBIT

One battered and mangled cruiser and a couple chewed-up
fighters are all that remains of the four mighty J.E.F.
EXPEDITIONARY GROUPS.


INT. CORUSCANT-JEDI TEMPLE-COUNCIL CHAMBERS

Several HOLOGRAMS stand before the COUNCIL. These are the
survivors of the ambush. Among them are OBI-WAN and INC
TRESK.

OBI-WAN: (hologram) …almost too small to target with
fighters, much less turbolasers. Tactics aside, they knew
we were coming. Colin Ton-Mummd knew it as well.

OBI-WAN makes a quick gesture with his hand to his forehead
upon mention of COLIN'S name; the other JEDI copy this same
quick movement.

YODA: Agree with Obi-Wan's assessment, do you Master Tresk?
INC: (hologram) The enemy was waiting for us. That I do not
doubt.


INT. CORUSCANT-SENATE BUILDING-WAR COUNCIL CHAMBER

The same three HOLOGRAMS that appear before the COUNCIL
appear also before PALPATINE, BAIL and several other
government officials. A PROTOCOL DROID is also present.

BAIL: That's it then, there's no other explanation. The
enemy has an agent within our ranks.

All present look grave.

PALPATINE: Kenobi -


INT. CORUSCANT-JEDI TEMPLE-COUNCIL CHAMBERS

PALPATINE: (cont'd via comlink) - did Anakin make it back
with you?

OBI-WAN pauses for breath, then speaks.

OBI-WAN: (hologram) Anakin was not with me. (pause) He
never made the voyage.

There are surprised looks and murmuring from the COUNCIL.
YODA lowers his head and softly shakes it side to side.


INT. CORUSCANT-SENATE BUILDING-WAR COUNCIL CHAMBER

OBI-WAN: (hologram) His whereabouts are currently… unknown.

PALPATINE puts his hand to his face, concealing a very odd,
distressed look.

MACE: (over comlink) Thank you Obi-Wan. That is all for
now.


INT. MEDICAL FRIGATE

OBI-WAN stands before two screens, each showing the COUNCIL
and the WAR COUNCIL respectively.

MACE: (over comlink) All of you, get some rest. You'll need
it for what lies ahead. Obi-Wan, the Council must speak
with you privately as soon as possible.
OBI-WAN: Of course.

The screens go blank, and a MEDICAL DROID makes it's way
over to OBI-WAN to tend a superficial wound.


INT. CORUSCANT-SENATE BUILDING-WAR COUNCIL CHAMBER

The holograms fade away. There is a long moment of silence.

ORN FREE TAA: I just… can't believe it…


EXT. SKYWALKER/LARS HOMESTEAD-DUSK

SHMI SKYWALKER walks up to her son, as he watches the twin
suns of TATOOINE set. She places a hand on his shoulder.

SHMI: Now that you're here, I can't bear the thought of
seeing you go again.
ANAKIN: I'm not going anywhere, mom. At least not right
away. You and Owen will need my help with the vaporators
and all the other equipment.
SHMI: But what of your training? You've worked so hard to
become a Jedi… worked so hard to fulfill your dream…
ANAKIN: My dream was to set you free. I need some time to
sort the rest out.

The giant twin suns of TATOOINE slowly disappear behind a
distant dune range. ANAKIN and SHMI stand watching them for
a few moments, then reluctantly enter the domed entrance to
the HOMESTEAD.


INT. LORD SIDIOUS' QUARTERS

A small HOLOGRAM of the MANDALORIAN COMMANDANT stands
rigidly before the hooded and robed MASTER SITH.

COMMANDANT: (drawing a breath) My Lord, I have failed you.
Skywalker and Kenobi both escaped the trap. The
responsibility is solely my own.

The COMMANDANT stoically awaits judgment; LORD SIDIOUS is
content to remain silent for a moment, allowing the
COMMANDANT to sweat a bit. Finally the DARK LORD speaks.

SIDIOUS: You are… forgiven, Commandant. Hard to see, the
future is. Always, it is in motion… as are our plans.
Return with your armada to the assembly point. There you
will stay until I have given you new instructions.
COMMANDANT: (relieved) Yes, my Lord.

The perspective changes so that SIDIOUS is further away;
the HOLOGRAM of the COMMANDANT fades out. The MASTER SITH
speaks.

SIDIOUS: Young Skywalker's feelings for his mother are
powerful – they make him unpredictable. But this could work
to our advantage. Always be mindful of your enemy's
emotions, my Apprentice. They are a weakness that can be
exploited.

A DARK FORM steps out, partially obscuring the view of LORD
SIDIOUS.

APPRENTICE: Yes, my Master.

The APRENTICE SITH'S voice is a loud, eerie whisper, which
seems to emanate from all directions.


EXT. TATOOINE-ANCHORHEAD-SKYWALKER FARM-DAY

ANAKIN is toiling away on moisture vaporators with OWEN.
Both are hard working and determined to do all they can to
make it.

SHMI: (distant) Anakin! There's someone to see you!

ANAKIN looks up from his work. He turns to OWEN who gives
him a sideways glance.

OWEN: I guess you'd better see who it is…
ANAKIN: Probably Kitt. I promised to help him tune the sub-
light drive on his ship.


INT. SKYWALKER HOME

ANAKIN enters through a hermetic door.

ANAKIN: Hey, I had an idea about using a phase regulator
to-

ANAKIN abruptly stops talking and his eyes go wide. OBI-WAN
is sitting in his living room. THREEPIO is acting just like
a PROTOCOL DROID, serving some refreshment to the guest.

ANAKIN: (cont'd) Obi-Wan…

The JEDI KNIGHT rises from the chair.

OBI-WAN: Anakin.
SHMI: I'll leave you two alone.

SHMI exits, and THREEPIO excuses himself as well. ANAKIN
and OBI-WAN stare at each other only meters apart, but it
may as well be light-years.

ANAKIN: What are you doing here?
OBI-WAN: That's the question I'm obligated to ask you.

They stare silently at each other for a moment longer.

ANAKIN: I had to do this Obi-Wan, and I knew the
consequences. I accept full responsibility for my actions.
I never meant any disrespect. (pause) You deserved a more
obedient Padawan.

OBI-WAN puts his hand on ANAKIN'S shoulder. There is a bit
of relief in ANAKIN'S eyes.

OBI-WAN: I would be lying if I said I wasn't angry or
disappointed, but you're still my Padawan. More
importantly, you are my friend.

ANAKIN turns away from OBI-WAN.

ANAKIN: I'm not stupid. I know the Council isn't too happy
with me. I'm not anyone's Padawan anymore.
OBI-WAN: To say the Council is not happy with you is quite
an understatement.

ANAKIN smirks sardonically.

OBI-WAN: (cont'd) But you'll always be my Apprentice,
Anakin, despite anything the Council might say. We both
made vows long ago – you to become a Jedi, and I to ensure
that you do, despite the wishes of the Council if I must.
You also vowed to free your mother from slavery, and that I
see you've accomplished.

OBI-WAN moves very close to ANAKIN, and his voice drops.

OBI-WAN: (cont'd) You're powerful Anakin. Powerful, skilled
and smart. We'll need your help in the coming fight.

ANAKIN looks confused.

ANAKIN: Fight? What fight?

Suddenly recognition appears on the young man's face.

ANAKIN: (cont'd) You don't mean to say that-
OBI-WAN: Amidala was right. The Republic is at war, and
we're not winning.
ANAKIN: I never knew…
OBI-WAN: The Mandalorian armies are spreading like a
plague. And so far we haven't once been able to stop them.
ANAKIN: Why tell me this Obi-Wan? I'm a farmer now, I can't
get involved…

OBI-WAN'S voice lowers further to a conspiratorial tone.

OBI-WAN: What I'm about to tell you is classified. (pause)
We have begun to decipher some Mandalorian codes. All of
the Republic's resources have been pulled to analyze
whatever bits and pieces we could, and it seems to have
been successful. We are confidant that we know their next
target for attack.
ANAKIN: Where?
OBI-WAN: Naboo, I'm afraid…
ANAKIN: Naboo? Padmé!
OBI-WAN: She's in the very middle of it. You know she's not
one to sit and watch. Now can be our chance to turn the
tables; we're planning to ambush the Mandalore at Naboo.

The hermetic door open and shut, allowing OWEN to pass into
the small house.

OWEN: Hey, that vaporator on the north ridge is overheating
again and-

He sees OBI-WAN.

OWEN: (cont'd) Who's this?
ANAKIN: My former Master. Owen, this is Obi-Wan Kenobi.

OBI-WAN bows slightly; OWEN does not seem the least bit
impressed.

OWEN: Master? That's an interesting term, isn't it? Isn't
that what a slave calls his owner?
ANAKIN: Owen-
OWEN: So why are you here, Kenobi? Certainly not to free
slaves, I know that. Anyway, Anakin's already taken care of
that. Maybe you're here to punish him for violating your
precious code, hmm?
OBI-WAN: Sir, I don't believe you're in full possession of
all the facts.
OWEN: Wait, I know… You've come back to use him, haven't
you? To do some Republic dirty work?

ANAKIN looks at OBI-WAN. There is a ring of truth to OWEN'S
words.

OWEN: (cont'd) You don't have to listen to this Jedi
charlatan anymore, Anakin. (to OBI-WAN) Why don't you go
home Jedi? Maybe your Apprentices don't have bombs in their
necks, but they're slaves nonetheless!
ANAKIN: Owen, stop. I'm sorry, Obi-Wan. You will always be
my friend, and I am grateful for all you've taught me, but
my place is here, now.

He extends his hand to OBI-WAN, who takes it.

ANAKIN: (cont'd) Thank you for everything. May the Force be
with you.
OBI-WAN: You must do what you feel is right, of course. I
respect your decision, even though I disagree. I leave you
in peace, Anakin. The Force will be with you always.

OBI-WAN begins to exit, but stops and speaks.

OBI-WAN: (cont'd) But remember one thing my friend; It's
not just the Republic who needs you. Amidala needs you. She
gave me something for you, in case I couldn't convince you
to come with me.

OBI-WAN reaches into his robes and produces the JAPOR
SNIPPET that ANAKIN gave her.

OBI-WAN: (cont'd) She wanted to come herself, but it took
Generals and Jedi alike to stop her. She told me to tell
you that unless you return this to her, she'll never have
good fortune again. Of course I don't believe in fortune,
but in her case I think it may be the truth…

OBI-WAN leaves the charm upon a table and exits. ANAKIN
almost starts to go after him but OWEN grabs his shoulder.

OWEN: Let him go Anakin. The Jedi have brainwashed you
enough. Come on, we still have work to do.
ANAKIN: Yeah…


INT. LARS/SKYWALKER HOMESTEAD-GARAGE

ANAKIN tries to lose himself in work. A jumble of parts and
electronic components lay before him. He tries to
concentrate, but his mind wanders off. He picks up a small
item and hurls it across the room, hitting the wall. Behind
him, BERU enters quietly.

BERU: (softly) Anakin? Are you busy?
ANAKIN: Beru, um… no. Where's Owen?
BERU: (hesitant) He went into town.

ANAKIN is slightly puzzled. He approaches the shy young
girl, wiping his hands off with a rag.

ANAKIN: What's up?
BERU: I overheard Owen and your mom talking about you.
ANAKIN: Really? (nonchalant) What were they saying?
BERU: Your old master was here – Obi-Wan, right?

ANAKIN nods.

BERU: (cont'd) They were talking about him and you. And
someone named Padmé… Who is that?
ANAKIN: (guarded) A friend.
BERU: I think she's more than a friend.
ANAKIN: You're awfully nosy, aren't you?

BERU steps closer.

BERU: I know that you sacrificed a lot when you came here.
I heard about how you fought Gardulla's soldiers. I think
you've sacrificed enough for everybody else.

The young girl comes closer still.

BERU: (cont'd) I think you should take that little necklace
back to her and find out how she really feels about you.
ANAKIN: But she's so far away…
BERU: Now you sound like Owen.

She looks down.

BERU: (cont'd) I love him, but he's so practical. This
rebellion is the only time I've ever seen him break the
rules.

She looks up.

BERU: (cont'd) And it was because of you.

BERU begins to blush.

BERU: I think you're the bravest man I've ever met.

Before ANAKIN has a chance to say anything, BERU steps up
and kisses him lightly on the lips. She blushes even more
and scampers off, leaving a baffled ANAKIN touching his
lips, staring off after her.


EXT. SPACE-NABOO

We see the blue-green world of NABOO.


EXT. NABOO-THEED-DAY

The CAPITAL CITY is buzzing with activity.


INT. NABOO-THEED-ROYAL PALACE

The ROYAL PALACE is being used as a staging area for the
brief of the impending REPUBLIC trap. Forces from all
across the galaxy are represented.

AMIDALA and her HANDMAIDENS are present, as are SIO BIBBLE,
OBI-WAN, SAESEE, ARTOO, BOSS NASS, JAR JAR BINKS, BAIL and
KABERRA, among others. A tall, older, authoritative man
oversees the gathering; this is GENERAL ONDOS. JAR JAR is
official ambassador between the NABOO and the GUNGANS.

JAR JAR: (putting finger to lips) Shhhh! Queen Amidoll's
gonna spek, okiday?

The crowd quiets down and the brief begins.

AMIDALA: (smiling) Thank you, Ambassador Binks.

JAR JAR gives her the "thumbs up".

AMIDALA: (cont'd) My friends, we have been drawn into a war
against an enemy who seems to know our every thought, our
every action. The Republic has yet to win a single victory
against the Mandalore.

There are murmurs of assent from the gathering.

AMIDALA: (cont'd) The time has come for that to change.

BAIL moves forward.

BAIL: Jedi Librarians have been working tirelessly to
attempt to recover any information from the shattered
records of The Great Sith War a thousand years ago.

BAIL defers to a diminutive figure.

BAIL: (cont'd) Mistress Yaddle…

YADDLE walks forward. She is clutching several old scrolls.

YADDLE: Thorough the destruction of the records has been.
But shined upon us, fortune has. The deciphering of an
ancient code, patience and study has led to.
JAR JAR: (to OBI-WAN) Shesa talkin funny. Meesa don't know
what sheesa sayin!
OBI-WAN: Shhh…

YADDLE unrolls one of the scrolls and begins to reference
from it.

YADDLE: The time and place of the next attack, we think we
now know.
GENERAL ONDOS: The Mandalore shall strike Naboo three
standard days from now. We will be waiting for them. All
available ships will be in full combat readiness. When the
enemy arrives we'll hit them so hard and so fast they'll
never get a chance to deploy their troopers.

It's evident that excitement is building in the crowd.

AMIDALA: There is much to do and little time. We still need
more ships and pilots to make this plan work.

A familiar VOICE interrupts the QUEEN.

VOICE: Do you take volunteers?

The crowd turns to look at the sound. It is ANAKIN. He is
accompanied by KITT and THREEPIO. KABERRA instinctively
reaches for his guns, but then checks himself.

JAR JAR: Annie!
AMIDALA: Anakin!

AMIDALA leaves her stage and runs to ANAKIN. JAR JAR and
OBI-WAN approach as well.

BAIL: That concludes the brief. Senators, line officers,
there will be a meeting -

BAIL'S voice fades into the background.

JAR JAR: Annie Annie! Wow, yousa getting big!
ANAKIN: Hey Jar Jar.

ANAKIN and JAR JAR "hi-five"; ARTOO beeps a greeting to
ANAKIN then turns to THREEPIO.

THREEPIO: (to ARTOO) Why, of course I remember you!

ARTOO beeps a question.

THREEPIO: (cont'd) Oh no, my voyage with Master Kitt and
Master Anakin was entirely pleasant. Actually, I found
space travel quite relaxing.

OBI-WAN walks up to his young friend.

ANAKIN: Obi-Wan.

OBI-WAN extends his hand. ANAKIN takes it and shakes it.

OBI-WAN: I'm glad you're here.
ANAKIN: (gesturing over his shoulder) This is Kitt. I'm
betting you can use him, from the sound of it. He's good in
a fight.
KITT: Just give me the chance.
OBI-WAN: I'm sure we can find a place for you, young man.

KITT nods to OBI-WAN but remains silent. AMIDALA embraces
ANAKIN.

AMIDALA: I knew you'd come!

ANAKIN gingerly returns her embrace.

ANAKIN: M'Lady…
JAR JAR: Hey, how yousa beein, Kitt?
KITT: (ignoring Jar Jar) Great.

He approaches AMIDALA. ROYAL GUARDS block him.

KITT: (cont'd) What do they call you?
SIO BIBBLE: "They" call her "Queen", young man, and you
would do well to show the same respect.
AMIDALA: No, it's all right. I am Amidala.

She turns to ANAKIN. The start talking at the same time.

AMIDALA and ANAKIN: We really need to –

They pause.

ANAKIN: Talk.

AMIDALA glances at OBI-WAN. The KNIGHT looks at some of the
other JEDI gathered some distance away. All are staring at
ANAKIN and none look pleased to see him. SAESEE beckons
OBI-WAN over.

OBI-WAN: Anakin, we'll need to speak later.
ANAKIN: I know.
OBI-WAN: Excuse me. Your Majesty.

OBI-WAN departs. AMIDALA takes ANAKIN'S hand. BAIL has
finally pulled himself away from the higher-ups and
approaches the two youths.

BAIL: (to ANAKIN) Hello there, young man. You made a
rather dramatic entrance. (to AMIDALA) Is everything all
right?

ANAKIN looks as if he has swallowed something foul tasting.

AMIDALA: Everything's fine. Please let me know of any
change in status of our current plans.
BAIL: Oh, I'll be keeping careful watch…

ANAKIN and AMIDALA depart. BAIL and KABERRA exchange looks.

THREEPIO: (to ARTOO) Well, Master Anakin thought I might be
of some utility in a code-breaking effort. I am fluent in
over two million forms of communication -

ARTOO whistles and beeps.

THREEPIO: Just in time? For what?

ARTOO responds enthusiastically.

THREEPIO: (mortified) The battle! Oh dear…


INT. ROYAL PALACE-ANTECHAMBER

PADMÉ leads ANAKIN by the hand. They are alone.

ANAKIN: Padmé, I don't –

PADMÉ places a finger over ANAKIN'S lips, silencing him.

PADMÉ: Don't talk. Just listen.

ANAKIN complies.

PADMÉ: (cont'd) There's nothing going on between Bail and
I.

ANAKIN'S eyes get a little bigger. Her finger remains on
his lips.

PADMÉ: (cont'd) He's my friend and ally, and I need his
help. That's all.

She moves closer to ANAKIN.

PADMÉ: (cont'd) Besides, my heart doesn't belong to him. It
belongs to another.

PADMÉ takes her finger from ANAKIN'S lips and replaces it
with her own lips. ANAKIN'S universe has just swung back
180°. The two pull away, and ANAKIN looks like he's trying
to find some words.

PADMÉ: Don't talk…

ANAKIN once again heeds her advice. He opens her hand and
places into it the JAPOR SNIPPET, then closes her fingers
around it. He pulls PADMÉ close and the two share a long,
passionate kiss.


EXT. SPACE-NABOO-DEEP ORBIT

The hastily assembled REPUBLIC FLEET is deployed around
NABOO; they are waiting. They have been waiting for
sometime now.


INT. COMMAND SHIP-BRIDGE

BAIL is pacing back and forth on the BRIDGE.

BAIL: (expectantly) Anything?
OFFICER: Nothing sir.

BAIL looks stressed. The ship's CAPTAIN approaches him.

CAPTAIN: (quietly) Prince Organa, the Fleet has been on
alert for an extraordinary period of time. (pause) We can't
maintain this state of readiness for much longer.

The PRINCE looks grim.


INT. ANAKIN'S FIGHTER-COCKPIT

ANAKIN is struggling to stay awake. ARTOO beeps from his
droid socket, startling ANAKIN.

ANAKIN: Yeah, I'm okay. Thanks Artoo. (rubs his eyes) Whew.
(into comlink) Kitt, how're you holding up?
KITT: (over comlink) Standing by.
ANAKIN: This radio silence is killing me.


EXT. SPACE

ANAKIN wiggles his fighter's wings, attracting OBI-WAN'S
attention in a nearby fighter. KITT can be seen in a TURRET
behind ANAKIN and ARTOO. OBI-WAN gives a "thumbs-up", which
ANAKIN returns.


INT. ANAKIN'S FIGHTER-TURRET

KITT is strapped in, ready.

ANAKIN: (over comlink) I wish I could at least talk to
Padmé.
KITT: (into comlink) Yeah, me too.
ANAKIN: (over comlink) Quiet.

KITT allows himself a smirk. ARTOO can be seen looking back
and forth between the COCKPIT and the TURRET.


INT. PALACE-COMMAND CENTER

The QUEEN is pacing.

AMIDALA: (expectantly) Anything?
OFFICER: Nothing, your Majesty.
JAR JAR: Don't minden meesa sayin so, but mebbe deesen
Mandy-weans goin someplace diffrent?
SIO: We must consider that Ambassador Binks may be correct
in his assessment.
AMIDALA: We've come too far. If we stand-down now we could
be faced with a military disaster. We must persevere.
SIO: My Queen, The ancient records of the Mandalore were
fragmentary at best –

An OFFICER interrupts excitedly.

OFFICER: Multiple craft emerging from hyperspace, sector
four-three delta!

All conversation stops. Everyone freezes.


INT. COMMAND SHIP-BRIDGE

All personnel on the BRIDGE stand frozen in place as well.

OFFICER: The hyperspace distortion is massive, indicating
large vessels…
BAIL: We need confirmation…


INT. PALACE-CONTROL CENTER

Some strange static-filled transmissions can be heard.

AMIDALA: (to herself) Come on…
THREEPIO: These codes match those of the ancient texts.
They are Mandalorian in origin.
AMIDALA: Give the order!


INT. COMMAND SHIP-BRIDGE

BAIL: All flights, this is Central Command, hostiles in
sector four-three delta! Engage and destroy!


INT. ANAKIN'S FIGHTER-COCKPIT

ANAKIN lets out a whoop.

ANAKIN: Whooooo! Let's go!

ANAKIN pushes the throttles full forward.


INT. OBI-WAN'S FIGHTER-COCKPIT

OBI-WAN'S fighter surges forward as well.

OBI-WAN: (into comlink) Angel Five, form up on my wing.


INT. ANAKIN'S FIGHTER-COCKPIT

ANAKIN: (into comlink) Copy Angel Six.


INT. ANAKIN'S FIGHTER-TURRET

KITT pulls a glove tight and makes a fist. Like his
weapons, he's charged and ready.


EXT. SPACE

ANGEL FLIGHT dives at breakneck speed toward three
MANDALORIAN ASSAULT SHIPS.


INT. SAESEE'S FIGHTER-COCKPIT

SAESEE: This is Angel Leader. All craft, attack pattern
Alpha. Wingmen cover your leaders. May the Force be with
you.


INT. OBI-WAN'S FIGHTER-COCKPIT

OBI-WAN: (into comlink) This is Angel Six, I'm going in.


INT. ANAKIN'S FIGHTER-COCKPIT

ANAKIN: (into comlink) I'm right behind you.


EXT. SPACE

ANGEL FLIGHT begins strafing runs against the MANDALORIAN
SHIPS. They begin to inflict damage, despite the bulk and
heavy shields of the MANDALORIAN vessels. GUN TURRETS open
up, filling SPACE with flak and explosions.


INT. PALACE-CONTROL CENTER

AMIDALA is intently listening to the pilots' progress. All
of them can be heard over the COMLINK.

ANAKIN: (over comlink) Angel Six, watch your port side,
there's heavy fire.
OBI-WAN: (over comlink) I see it. The surface of the hull
is strange… I can see some movement.

An explosion is heard. AMIDALA winces.

ANGEL THREE: (over comlink) Look, enemy fighters! Coming
out of the hull!


EXT. SPACE

DROID FIGHTERS begin to pop out of the top of the hulls of
the MANDALORIAN SHIPS in a rippling wave.


INT. ANAKIN'S FIGHTER-TURRET

ANAKIN: (over comlink) Kitt, stay sharp.
KITT: (into comlink) Don't look behind you…

KITT immediately blasts a DROID FIGHTER to bits. He blows
away two more with mechanical precision.


EXT. SPACE

Ferocious dogfights rage across the hulls and around the
MANDALORIAN SHIPS.


INT. ROYAL STARSHIP-COCKPIT

RIC: (into comlink) Our heavies are setting their trap.
Anakin, break off and –

He gets thrown against the side of his cockpit as flak
buffets the NUBIAN.

RIC: I'm hit!


INT. REPUBLIC COMMAND SHIP-BRIDGE

BAIL: Are our Cruisers in position?
CAPTAIN: A few more moments…


INT. ANAKIN'S FIGHTER-COCKPIT

ANAKIN: (into comlink) Ric! Hold on buddy, I'll be right
with you!


INT. OBI-WAN'S FIGHTER-COCKPIT

OBI-WAN: (into comlink) Anakin, negative! Stay on my wing!


EXT. SPACE

The REPUBLIC CRUISERS have positioned themselves in a semi-
circle surrounding one of the three MANDALORIAN SHIPS.


INT. PALACE-CONTROL CENTER

BAIL: (over comlink) All craft… standby…


INT. REPUBLIC COMMAND SHIP-BRIDGE

BAIL: Angel Flight, breakaway!


EXT. SPACE

All the fighters of ANGEL FLIGHT accelerate away from the
targeted MANDALORIAN SHIP at maximum speed, with enemy
DROID FIGHTERS in pursuit. This leaves a clear line-of fire
for the REPUBLIC CRUISERS.


INT. REPUBLIC COMMAND SHIP-BRIDGE

BAIL: All ships, target, maximum firepower!


EXT. SPACE

The REPUBLIC CRUISERS simultaneously open fire on the
surrounded MANDALORIAN SHIP, pummeling it. The attack is
too much – the MANDALORIAN SHIP begins to explode.


INT. REPUBLIC COMMAND SHIP-BRIDGE

BAIL: Keep firing!


EXT. SPACE

The MANDALORIAN SHIP explodes in a brilliant fireball.
Cheers go up from the crews of the CRUISERS, the ground
crew on NABOO and from the FIGHTER PILOTS.


INT. SAESEE'S FIGHTER-COCKPIT

SAESEE: (into comlink) All craft, regroup to holding sector
three-three… standby…


INT. ANGEL THREE'S FIGHTER-COCKPIT

ANGEL THREE: (into comlink) Look! The other ships are
leaving!


EXT. SPACE

The two remaining MANDALORIAN ASSAULT SHIPS breakaway,
trailed by REPUBLIC CRUISERS and FIGHTERS. When they're far
enough out of range, they both make the jump to lightspeed,
one of them trailing pieces of debris behind it. They
abandon their DROID FIGHTERS to fend for themselves. The
REPUBLIC FIGHTERS make quick work of them.


INT. NABOO PALACE-BALLROOM

Two faces, male and female, are seen in extreme close-up.
The faces pull away and the NABOO PALACE BALLROOM can be
seen. A celebration is in full swing; dancing, feasting
etc. Jugglers and acrobats entertain, while servants wander
to and fro. Along with many others, ANAKIN and PADMÉ are
dancing. KITT is flirting with several HANDMAIDENS. Even
OBI-WAN looks like he's enjoying himself.


INT. NABOO PALACE-BALLROOM-DANCE FLOOR

PADMÉ: You're not bad! When did you learn how to dance?
ANAKIN: Never had a lesson.
PADMÉ: (incredulous) But how do you know the steps?
ANAKIN: They just feel right.


INT. NABOO PALACE-BALLROOM

ARTOO and THREEPIO are chatting it up and JAR JAR is
getting down with some other GUNGANS.

JAR JAR: (cutting a rug) Heysa, Obi-Wan! Commen dancin!
OBI-WAN: Perhaps later!
JAR JAR: Suten yousself, den…

OBI-WAN is listening to SAESEE, when BAIL approaches.

SAESEE: Anakin seems unconcerned with current events. He
revels in this… frivolity.

They both watch ANAKIN and PADMÉ dance.

BAIL: The young lad's earned it, don't you think? He's
quite a pilot, given his age.
OBI-WAN: I know the Council is extremely upset with
Anakin's recent course of action, and I cannot excuse him.
I just ask them to reconsider. Anakin is remarkably strong
with the Force; we need him in this fight.
SAESEE: There is a code for all Jedi to follow, even the
Chosen One. From the lowest Padawan to the most exalted
Master, Anakin is no exception.

The music begins to die down in preparation for another
song.

BAIL: If you'll excuse me…

BAIL makes his way toward ANAKIN and PADMÉ on the dance
floor while the courtiers applaud the band.


INT. NABOO PALACE-BALLROOM-DANCE FLOOR

BAIL: You two have been practicing!

PADMÉ smiles. ANAKIN remains stone-faced.

PADMÉ: Bail, where have you been?
BAIL: Here and there. (to ANAKIN) I thought I might cut in.
ANAKIN: You'll have to ask the Queen.
BAIL: (to PADMÉ) May I have this dance?
PADMÉ: Of course.

The next song begins and the two members of royalty lead
the dance. BAIL and AMIDALA have both been classically
trained and move as if they were professional dancers.


INT. NABOO PALACE-BALLROOM

ANAKIN is watching PADMÉ and BAIL dance. KITT disengages
himself from the HANDMAIDENS and approaches him.

KITT: Those two make a good couple.
ANAKIN: You think?

ANAKIN pops a bit of food into his mouth and seems to mull
this statement over.

ANAKIN: (cont'd) You did some great shooting up there.
Thanks for keeping those fighters off my back.
KITT: (nonchalant) I wasn't going to let you get shot up
when my hide was at stake too.


INT. NABOO PALACE-BALLROOM-DANCE FLOOR

AMIDALA and BAIL are dancing in such a fashion so that they
can converse intimately.


BAIL: I see your troubles with your young friend are
cleared up.
AMIDALA: Everything's fine, it was all a misunderstanding.
BAIL: What was the matter, if you don't mind me asking?
AMIDALA: Oh this will sound silly… Anakin had this crazy
idea that you and I were to be married.

The QUEEN smiles, but BAIL returns it with a strange look
of his own.

BAIL: Is it so crazy?

He lets her spin out, extending his arm along with hers.
She steals a look at ANAKIN as he reels her back in.

AMIDALA: (loud whisper) Bail, you can't be serious!


INT. NABOO PALACE-BALLROOM

OBI-WAN approaches ANAKIN and KITT.

ANAKIN: Hey Obi-Wan.
OBI-WAN: You two enjoying the party? (To KITT) I think
those handmaidens are beginning to miss you.

The HANDMAIDENS can be seen looking at KITT and the two
JEDI, smiling and whispering.

KITT: Well, I don't want to deprive them.

He leaves and makes his way over, leaving OBI-WAN and
ANAKIN alone.


INT. NABOO PALACE-BALLROOM-DANCE FLOOR

BAIL: My Queen, I would not be truthful if I told you the
thought hadn't crossed my mind.

AMIDALA nervously smiles at ANAKIN, who smiles back.


INT. NABOO PALACE-BALLROOM

OBI-WAN: I see things have been resolved between you and
Amidala.
ANAKIN: Yeah.
OBI-WAN: So where does that leave us, Anakin?


INT. NABOO PALACE-BALLROOM-DANCE FLOOR

AMIDALA: Bail, I don't know what to say… I think you're a
wonderful man, and a good friend, but –
BAIL: (interrupting) But you don't love me?
AMIDALA: No, I'm afraid I don't…
BAIL: All things change with time, Amidala.
AMIDALA: Bail, Anakin and I –
BAIL: Are in love? Has he told you so?

This gives her pause.

BAIL: (cont'd) Have you told him?


INT. NABOO PALACE-BALLROOM

OBI-WAN: Some of the Council are calling for your expulsion
from the Order.
ANAKIN: Yes, I know.

ANAKIN takes his eyes off the dance floor and looks at his
mentor.

ANAKIN: My idea of what the Jedi are has changed. I thought
that the Jedi destroyed evil where they found it; that they
helped the helpless and acted to prevent the exploitation
of the weak. I've come to see the truth.
OBI-WAN: And what truth is that?
ANAKIN: That the Jedi are more politicians than warriors.
All too often they use the Code as an excuse for inaction.
The Jedi could do so much more if they were just able to
employ their power.

The band is finishing it's song.


INT. NABOO PALACE-BALLROOM-DANCE FLOOR

BAIL: You know as well as I that the hearts of our people
would be filled with joy at such a union. It's just
something to think about my Queen. I'll hold you to no more
than that.

With a final graceful flourish, the dance ends with much
applause.

BAIL: (cont'd) They applaud us, Amidala. I think we deserve
just a little, don't you?

The two monarchs bow/curtsey. ANAKIN and OBI-WAN politely
applaud. AMIDALA is smiling, but behind the smile is a
creeping look of unease.


INT. NABOO PALACE-BALLROOM

ANAKIN: All I truly know is that I want to be with her,
Obi-Wan. Everything else is secondary.
OBI-WAN: What about all you have learned in the ways of the
Force?
ANAKIN: I can feel the power within me. I don't want to
squander it. I want to use it to change this galaxy for the
better. I still need a teacher, though…
OBI-WAN: If that's an invitation, Anakin, I accept.

The KNIGHT and the PADAWAN both are tremendously relieved.
They grasp forearms in a display of friendship and unity.


EXT. CORUSCANT-CAPITAL CITY-NIGHT

CAPITAL CITY shimmers in the moonlight. Air traffic is
dense as usual.


INT. PALPATINE'S QUARTERS

SENATE GUARDS stand around the inner perimeter of
PALPATINE'S QUARTERS. QUEEN AMIDALA, BAIL, MACE, PALPATINE,
YODA, YADDLE, OPPO and several other PLANETARY LEADERS and
GLOBAL DIRECTORS are present. This is the REPUBLIC WAR
COUNCIL. A SCANNER CREW is finishing up.

OFFICER: (to PALPATINE) We've completed our scan, Supreme
Chancellor. Your quarters are completely secure.
PALPATINE: Excellent. Your work here is finished. (To
GUARDS) Guards, leave us please.

The GUARDS file out but two remain posted outside the door,
and two remain on the balcony. Both doors are shut and
locked from the inside.

PALPATINE: Our victory over the skies of Naboo was a great
boost to morale, but it is time to proceed to the next
level.
PLANETARY LEADER: What do you propose, Supreme Chancellor?
PALPATINE: The information you are all about to hear is
compartmentalized classified. Only the individuals within
my secure quarters will know of it.
YADDLE: Lost to history have been the names of the systems
that the enemy were tracked to and destroyed in the First
War. Assembled a list of possible names, our Jedi
Historians have.
PLANETARY LEADER: Possible names for what?

All seated exchange looks with each other. PALPATINE
explains.

PALPATINE: We must carry the war to the enemy. Our momentum
must shift from the defense to the offense. The only way
that this can occur is to strike at an enemy assembly area,
a base of operations.
GLOBAL DIRECTOR: Our Fleet is growing, Supreme Chancellor,
but we don't possess nearly enough ships to stage missions
to each of these systems.
OPPO: We have devised a plan which we feel will maximize
our resources.
MACE: It has been decided that covert teams will be
secretly inserted onto every system on the list.


INT. JEDI TEMPLE-KNIGHT BARRACKS

The scene has changed to show JEDI preparing themselves as
MACE continues in a voice over.

MACE: (voice over) Teams consisting of two Jedi each, both
selected for their combat and infiltration skills, will be
asked to volunteer.


EXT. SPACE

Transports move out into the depths of space.

MACE: (voice over) The teams will be deployed in one-way
hyperspace pods.

PODS are shown being jettisoned from the transports and
rocketing into HYPERSPACE.

MACE: (voice over) The pods will enter the systems far
enough away from the planets as to prevent detection of
their hyperspace signature.


EXT. SPACE-VARIOUS SYSTEMS

The pods are shown entering realspace in various systems.
They cruise past and onward to distant specks that
represent their target planets.

MACE: (voice over) No technology that can betray the
presence of the teams will be used. The pods will coast to
the planets.


EXT. VARIOUS PLANETS-UPPER ATMOSPHERE

Different PODS are shown glowing red as they enter the
atmosphere of their respective target planets. Parachutes
deploy to brake their speed.

AMIDALA: (voice over) How will we communicate with them?
MACE: (voice over) Each team will have with them a special
hyperspace beacon.


EXT. VARIOUS PLANETS-SURFACE-VARIOUS TIMES OF DAY

JEDI infiltration teams are shown exiting their pods. They
carry with them the HYPERSPACE BEACONS.

OPPO: (voice over) Upon receipt of a beacon signal, the
Fleet will immediately jump to lightspeed and initiate
assault operations.
YODA: (voice over) Dangerous this mission is. Vital, it is
also. Extreme secrecy these missions will be conducted in.
PALPATINE: (voice over) Only those present here right now
are aware of the full plan.
BAIL: (voice over) The Jedi that volunteer for this mission
should all receive commendations.


EXT. KORRIBAN-SURFACE-TIME INDETERMINATE

The planet KORRIBAN is barren and rocky, racked with
lightning and boiling skies. We see the hatch open on one
of the JEDI PODS revealing OBI-WAN. He climbs out, and then
begins to assist his teammate.

MACE: (voice over) It is our duty, Prince Organa.
AMIDALA: With no scanners or other electronics, how will
the teams locate the enemy?

MACE climbs out of the pod. He is the other half of OBI-
WAN'S team.

YODA: (voice over) The Force will guide them.

OBI-WAN and MACE complete camouflaging their POD to the
best of their abilities, and then stop to asses the
situation.

OBI-WAN: What a desolate place.
MACE: Perfect to hide.
OBI-WAN: Are you ready?
MACE: I was about to ask you.

The two KNIGHTS begin to trek across the bleak landscape.


EXT. ALDERAAN-ORBIT

The REPUBLIC FLEET is beginning to assemble. Our attention
is drawn to the largest of the cruisers, the REPUBLIC
COMMAND SHIP.


REPUBLIC COMMAND SHIP-CORRIDOR

BAIL and AMIDALA are in the midst of a somewhat animated
discussion.

AMIDALA: I will not remain behind. This is my fight just as
much as it is yours.
BAIL: You're placing yourself at risk for no good reason.
You're a politician, not a general.

The two never break stride.

AMIDALA: And what does that make you?
BAIL: My title technically makes me an Alderaanian military
commander –
AMIDALA: Technically? I think you're having delusions of
grandeur. I'm going on this mission, and your smooth-talk
isn't going to change that.

BAIL stops and watches her stride off. After a few moments
KABERRA catches up.

BAIL: (to KABERRA) Humph. Women.

KABERRA nods.


EXT. KORRIBAN

The JEDI approach a mountainous area.

MACE: We should have a good vantage point from the top of
that hill.
OBI-WAN: I have a feeling we're close.


EXT. KORRIBAN-HILLTOP

OBI-WAN and MACE reach the top of the hill, and they are
rewarded with the sight of an imposing stone TOWER.

OBI-WAN: It must be hundreds of years old.
MACE: A thousand.

They look at one another.

MACE: (cont'd) Now what?

OBI-WAN dusts himself off and pulls out ELECTROBINOCULARS.

OBI-WAN: We shall be patient.


INT. REPUBLIC COMMAND SHIP-HANGAR

ANAKIN and RIC stand in the fighter-filled HANGAR looking
at technicians swarm over the ROYAL STARSHIP. RIC wears a
sling on his arm.

RIC: I wish I could be up there with you, Anakin.
ANAKIN: Who's gonna fly the Nubian?
RIC: I'm looking at him.

ANAKIN looks shocked.

ANAKIN: What? Are you kidding? I can't take your ship!

A female VOICE interrupts.

VOICE: But it's my ship.

ANAKIN turns to see PADMÉ walking up to him. RIC comes to
attention.

PADMÉ: (cont'd) And I say you can take it. Captain Olié
deserves a rest. Besides, he was the one who suggested that
you take the ship into battle.


EXT. KORRIBAN

OBI-WAN: I think I see something.

ELECTROBINOCULARS are whipped out.

OBI-WAN: (cont'd, looking through binoculars) There, at the
base of the central Tower.
MACE: (looking through binocs) I don't see anything… wait –

We see the base of the TOWER through ranging
ELECTROBINOCULARS. Emerging is a squad of MANDALORE.

MACE: (voice over) It's them.

The two JEDI put down their binoculars and lean back
against their rocky observation point.

MACE: (cont'd) I sense something Obi-Wan. A presence… dark,
powerful… unfamiliar.

MACE pulls the HYPERSPACE BEACON out and fondles it.

OBI-WAN: The dark presence you sense… I feel it as well.
But it's not unfamiliar to me.

MACE appraises his teammate and friend carefully.

OBI-WAN: (cont'd) I've felt it's black touch before… on
Naboo. I think a Sith is here, now, on this blasted rock.

The two JEDI look resigned to their fate. MACE pulls his
LIGHTSABER out and lays it beside him. MACE sighs.

MACE: You ready?

OBI-WAN withdraws his SABER.

OBI-WAN: (smirking) I was about to ask you.

MACE yanks the BEACON. It lights and begins to emit a low
humming noise.


INT. REPUBLIC COMMAND SHIP-BRIDGE

There is a cacophony. An excited OFFICER stands and shouts
above it.

OFFICER: (to BAIL) Sir, one of the beacons has been
activated!
BAIL: Where? Korriban! They're on Korriban!
AMIDALA: Obi-Wan…


INT. THE TOWER

DARTH VEIL sits upon a massive horse-like beast. VEIL'S
head is bowed, but the apprentice's head slowly rises to
look high into the air.

VEIL: And so it begins…


EXT. KORRIBAN

MACE has planted the BEACON into the ground, as OBI-WAN
observes the TOWER through the ELECTROBINOCULARS.

MACE: How will we know if the signal's going out?
OBI-WAN: Don't worry, it did. Come look for yourself.

MACE takes up beside OBI-WAN and borrows his binoculars.
Through them we see numbers of TROOPERS running out of the
TOWER, some of them pointing up toward the ledge that the
JEDI are on.

MACE: (voice over) It seems we've kicked over an anthill…


INT. REPUBLIC COMMAND SHIP-BRIDGE

BAIL: Send the code to the Fleet! The target is the
Korriban System!


INT. ROYAL STARSHIP-COCKPIT

The NAVI-COMPUTER lights up and starts to make noise.

VOICE: (over comlink) All craft, all craft… standby for
combat jump.
KITT: We're getting coordinates… they're encrypted…
ANAKIN: I don't know exactly where we're going but it's
gonna be in a big hurry.


INT. REPUBLIC COMMAND SHIP-BRIDGE

BAIL: (into comlink) All craft, prepare to make the jump to
lightspeed on my mark…


EXT. SPACE-ALDERAAN

JUMP ENGINES throughout the REPUBLIC FLEET begin to glow
hot.


INT. ROYAL STARSHIP-COCKPIT

BAIL: (over comlink) May the Force be with us…

Interiors of fighter cockpits and bridges of several
cruisers flash by as BAIL finally gives the command.


INT. REPUBLIC COMMAND SHIP-BRIDGE

BAIL: (into comlink) Mark!


EXT. KORRIBAN-THE TOWER

Squads of MANDALORE begin to double-time toward MACE and
OBI-WAN'S position.


EXT. KORRIBAN

OBI-WAN puts the binoculars down.

OBI-WAN: We're going to have company.
MACE: Here we go again.


INT. ROYAL STARSHIP-COCKPIT

ANAKIN begins a war-whoop.

ANAKIN: Yeahhhhh -


EXT. SPACE

The REPUBLIC FLEET begins to roar into HYPERSPACE.

ANAKIN: (voice over) Hoooooooooo!


INT. THE TOWER-VEIL'S CHAMBER

VEIL genuflects in a small circle of light. A huge HOLOGRAM
of the face of DARTH SIDIOUS appears before his APPRENTICE.

SIDIOUS: Rise, my Apprentice.

VEIL stands but does not look up at the dread form.

SIDIOUS: (cont'd) The Republic has taken the bait, exactly
as planned.
VEIL: Two Jedi are here, master. I have felt them.
SIDIOUS: Yes… Obi-Wan Kenobi and Mace Windu.
VEIL: Do you wish them destroyed?
SIDIOUS: Destroyed?

LORD SIDIOUS almost seems amused.

SIDIOUS: (cont'd) Patience, my Apprentice. We shall satiate
your appetite for destruction soon enough. I have more…
ambitious plans for Obi-Wan Kenobi.


EXT. KORRIBAN

OBI-WAN and MACE are readying themselves as the MANDALORE
relentlessly approach. They are holding their as-yet unlit
LIGHTSABERS, and are stretching their arms and necks in
preparation for the inevitable fight.

MACE: These storms will be almost impossible to penetrate
with sensors. The closer we stay to the target, the less
Republic lives will ultimately be at risk.
OBI-WAN: It's almost time. Fight well, Mace.
MACE: Fight well, Obi-Wan.

The two JEDI shake hands then ignite their LIGHTSABERS. The
MANDALORIAN TROOPERS open fire on the hilltop. The JEDI
have a good defensive position, and the blaster bolts that
they don't deflect back with their SABERS mostly explode
harmlessly against the rocks.

As the JEDI fend off the TROOPERS, they notice that a DARK
RIDER upon a massive horse-like beast has revealed itself
at the base of the TOWER. SYCOPHANTS scurry, attending to
the revenant in black.

OBI-WAN: Look! Down there! It must be the Sith!

The DARK RIDER wheels it's mount and disappears back into
the TOWER, but not before stopping to look back up toward
OBI-WAN and MACE.

OBI-WAN: They're behind this just as we suspected!

OBI-WAN deflects a BLASTER BOLT.

OBI-WAN: I'm going after it!
MACE: It's unwise to split up.
OBI-WAN: One of us needs to protect the beacon! I've faced
a Sith Lord before, I have experience! There's no time to
waste!

OBI-WAN leaves MACE looks for a quick way down past the
MANDALORE.


HYPERSPACE

The blurred DIMENSION of HYPERSPACE streaks past the ROYAL
STARSHIP, and the rest of the FLEET.


INT. ROYAL STARSHIP-COCKPIT

KITT: We should be getting close.
VOICE: (over comlink) All craft, standby…


INT. THE TOWER

OBI-WAN cautiously threads his way into the gloomy edifice.
He eventually enters a GREAT HALL decorated with strange
runes and frightening hieroglyphs. He does not yet see his
SITH quarry, but the place is unquestionably strong with
the DARK SIDE.


EXT. KORRIBAN

MANDALORE TROOPERS are beginning to flank MACE'S position.
His situation is becoming precarious as the enemy throws
more and more bodies at him, yet he remains icy calm.

MACE senses the TROOPERS on his flank and adjusts his
position accordingly, He is now surrounded by about a dozen
of the enemy, while a second and third wave make their
climb to join the fight. The MASTER JEDI'S face registers
no emotion as he holds his laser blade low, waiting.
Finally the MANDALORE attack.

Against seemingly impossible odds, MACE redirects the force
of the MANDALORE attack against itself and casually
annihilates half of them in the blink of an eye. The rest
are dealt with in a surprise volley of blaster fire;
several REPUBLIC RECON SPEEDERS race up to MACE'S position.

PATROL LEADER: (hurried) Master Windu, we're here to
extract you and your teammate… where is he?
MACE: Obi-Wan is pursuing an… alternate mission objective.

MACE moves to mount the SPEEDER BIKE as blaster bolts begin
to fly around them.

MACE: (cont'd) Has the Fleet begun landing the heavy
equipment?

The REPUBLIC PATROL returns fire.

PATROL LEADER: Landing operations are on schedule. We're
going back so you can quickly brief the forward elements.
MACE: There are far more of them than we had originally
thought.

As MACE gets this last sentence out, a flight of REPUBLIC
FIGHTERS, led by the ROYAL STARSHIP, scream out of the
storm-racked sky and begin to strafe the MANDALORE
positions.

PATROL LEADER: Our fighters will soften them up!

The three SPEEDER BIKES bank and peel out, heading back to
the beachhead.


INT. ROYAL STARSHIP-COCKPIT

ANAKIN: (into comlink) Angel and Bravo Flights, let's keep
their heads down!


INT. ANGEL LEADER'S FIGHTER-COCKPIT

ANGEL LEADER: (into comlink) Copy, Angel Blue.


INT. BRAVO LEADER'S FIGHTER-COCKPIT

BRAVO LEADER: (into comlink) Copy, Angel Blue.

The FIGHTERS press their attack.


INT. THE TOWER-GREAT HALL

Muffled explosions can be heard from outside the thick
walls. OBI-WAN listens intently, standing very still.
Suddenly his eyes go wide and he ducks and rolls just in
time to avoid the red blade of a LIGHTSABER.

Instantly on his feet with his own saber lit, the sight of
DARTH VEIL upon the massive black steed, LIGHTSABER at the
ready, meets the JEDI KNIGHT. The SITH wheels the beast
around, and then gracefully dismounts. With a slap on the
rump and a snort, the creature gallops off into the
darkness, leaving the two combatants alone.

OBI-WAN: An attack from the shadows is the ploy of a
coward.

He slowly moves and adjusts his stance, while the SITH does
the same.

VEIL: Long have I waited for this moment, Jedi.

THE SITH is a surreal vision. A silken black streamer that
hangs from the hilt of the red-bladed LIGHTSABER seems to
jump and dance. A tight mask clings to VEIL'S face, while a
dark banner flutters over the APPRENTICE'S head. This is
disconcerting to OBI-WAN for just a moment. His reply is
delivered with supreme confidence.

OBI-WAN: What makes you think you'll fare any better than
your predecessor, Sith?

OBI-WAN lunges and the laser blades clash, casting the
GREAT HALL in surreal flashes of light.


INT. REPUBLIC COMMAND SHIP-BRIDGE

Static-laden reports can be heard.

OFFICER: From the sound of it, our fighters have begun
their attack on the enemy positions. These storms are
playing havoc with our communications.
BAIL: Keep us updated as best you can. We're relying on our
fighters to give us the edge on the ground.


EXT. KORRIBAN-REPUBLIC BEACHHEAD-TIME INDETERMINATE

Landing craft continue to disgorge troops and heavy
equipment. Thousands of soldiers, HOVER TANKS and SPEEDER
BIKES move across the rocky ground. Occasionally FIGHTERS
can be seen overhead. JAR JAR, BOSS NASS, CAPTAIN TARPALS,
OPPO RANCISIS, YODA and GENERAL ONDOS are receiving a final
quick brief from MACE.

YODA: (irritated) Immortal Obi-Wan is not!
MACE: What's done is done, we cannot change it. Obi-Wan is
surely engaged with the Sith Lord at this very moment.
YODA: Humph! Reckless! Waited he should have, not rushed
off to face this foe!


INT. BRAVO THREE'S FIGHTER-COCKPIT

BRAVO THREE: (into comlink) It's hard to see out here,
chief.


INT. BRAVO LEADER'S FIGHTER-COCKPIT

BRAVO LEADER: (into comlink) Keep the chatter down, Bravo
Three. Concentrate on your instruments.


INT. BRAVO THREE'S FIGHTER-COCKPIT

BRAVO THREE looks up from his instruments and a look of
horror crosses his face.

BRAVO THREE: Aaahhhhhh!


EXT. BRAVO THREE'S FIGHTER

BRAVO THREE zigged when he should have zagged, and his
fighter smashes into the top of a high rock formation that
leapt out from the low-lying clouds.


INT. ROYAL STARSHIP-COCKPIT

KITT and ANAKIN both wince as a bright flash fills the
COCKPIT with harsh light.

KITT: Whoa, that got 'im.

ANAKIN shoots KITT a dirty look.

ANAKIN: (into comlink) All Flights, keep your eyes open! We
just lost Bravo Three!


INT. THE TOWER-GREAT HALL

OBI-WAN and VEIL end their first exchange and resume their
slow circling. Neither has yet gained nor given ground.

VEIL: You are powerful indeed, Jedi, but you have
difficulty controlling your fear.

OBI-WAN practically snorts in VEIL'S face.

OBI-WAN: (derisively) You'll need to do better than that. I
fear nothing about you.

The two warriors briefly clash again.

VEIL: Ahh, fear… You do fear Jedi. Yes, you do fear… Is not
your own Apprentice the very Chosen One himself?

A perplexed look can be seen on the JEDI'S face, slowly
replaced by one of consternation.


EXT. KORRIBAN-FRONT LINES

The REPUBLIC ARMY deploys on what barely passes for a
plain. Looming at some distance in front of them lay THE
TOWER. In between the two the MANDALORIAN HORDE waits. The
two great armies come to a standstill. Lightning fills the
sky as a cold rain begins to fall. REPUBLIC TROOPS can be
seen readying themselves, looking unsure about the future.


INT. REPUBLIC COMMAND SHIP-BRIDGE

OFFICER: (to BAIL) Our front line units are in position to
engage the enemy.
BAIL: (to AMIDALA) This is it, my Queen.

AMIDALA looks very troubled.

OFFICER: Sir, we're picking up unidentified hyperspace
signatures…

BAIL wheels on the OFFICER abruptly.

BAIL: What?


EXT. KORRIBAN-FRONT LINES

The time for preparation is over. Only the hum of
REPULSORLIFTS and the sizzling and popping of rain on
LIGHTSABER blades can be heard. OPPO raises his furry hand.

OPPO: May the Force be with us. Open fire!

REPUBLIC TROOPS charge forward and assault vehicles race
ahead. BLASTER fire issues forth from both sides, as tens
of thousands of MANDALORIAN TROOPERS rush headlong into
battle. A swarm of FIGHTERS swoop out of the sky once
again.


EXT. KORRIBAN-SKY OVER FRONT LINES

FIGHTERS unleash their weapon on the MANDALORE.


INT. ROYAL STARSHIP-COCKPIT

ANAKIN: (into comlink) Angel Flight, concentrate your fire
on the front lines, Bravo Flight keep pressure on their
rear echelon.
BRAVO LEADER: (over comlink) Copy, Angel Blue.
ANGEL LEADER: (over comlink) Copy, Angel Blue.
KITT: Like shooting fish in a barrel…


INT. REPUBLIC COMMAND SHIP-BRIDGE

There are concerned looks all around.

OFFICER: Definite contacts… multiple large vessels…
OFFICER#2: Sir, we have confirmed Mandalorian Assault
Ships.

BAIL pounds his fist on a console, enraged.

BAIL: Enemy ships?! How could they have known of our
attack?!

AMIDALA approaches him. She speaks softly.

AMIDALA: There are too many of them. We'll be at their
mercy…


INT. ROYAL STARSHIP-COCKPIT

ANAKIN appears confused.

ANAKIN: (into comlink) Say again, command ship?

The reply is static-filled but decipherable.

VOICE: (over comlink) Angel and Bravo Flights, your code is
Violet. Say again, Code Violet.

ANAKIN: Copy, Command Ship.
KITT: What's up?
ANAKIN: I don't get it. That was the recall code for the
fighters.


EXT. KORRIBAN-FRONT LINES

THE REPUBLIC is giving a good showing of itself. Under the
barrage of fire from their fighter cover, they are making
headway against the MANDALORIAN HORDE.

Suddenly the fighters break off and zoom up away into the
sky. The REPUBLIC TROOPS look skyward, dumbfounded.

REPUBLIC TROOPER: Our fighter cover!

YODA, GENERAL ONDOS and OPPO are in the rear echelon.

OPPO: (to OFFICER) Lieutenant, what's going on?
OFFICER: The Command Ship and its escorts are under attack.
Prince Organa has recalled the fighters to defend them.


INT. THE TOWER-GREAT HALL

VEIL: The Chosen One… how came you to shoulder the burden
of his training?

OBI-WAN chooses to respond with his LIGHTSABER. The SITH
and the JEDI are both fast and acrobatic.

VEIL: (cont'd) A heavy burden it must be. One misstep –

Despite his years of training, OBI-WAN is becoming slightly
agitated.

OBI-WAN: You speak nonsense.

VEIL launches into a furious attack, punctuated by a kick
that sends OBI-WAN reeling.

VEIL: One misstep, and he could fall…


EXT. KORRIBAN-FRONT LINES

Tens of thousands of troops are locked in battle. In some
cases the fighting is so fierce the fighting is hand-to-
hand. This is where the presence of the JEDI makes the most
difference.

JAR JAR and CAPTAIN TARPALS are firing blasters at the
enemy, leading the rest of the GUNGAN fighters by example.
MACE is nearby, fighting. JAR JAR yells to him over the
cacophony.

JAR JAR: (to MACE) Ussen fighters leavin! Meesa tinken
weesa getting in big du du, mebbee!

MACE casually notes this, as he sends several more of the
enemy to meet their destiny.


INT. ROYAL STARSHIP-COCKPIT

The view out the windscreen shows the NUBIAN breaking
through the last of the atmosphere into space.

ANGEL THREE: (over comlink) Tally ho! Enemy vessels in
sectors seven-six and seven-nine.
ANAKIN: (into comlink) I don't see any – no, wait, I see
them. Six marks at eight-five!
ANGEL LEADER: (over comlink) Six more marks at three-zero.


INT. REPUBLIC COMMAND SHIP-BRIDGE

AMIDALA listens intently to ANAKIN'S voice over the
COMLINK.

ANAKIN: (over comlink) Copy, Angel Leader. Let's shake them
up.


INT. BRAVO LEADER'S FIGHTER-COCKPIT

BRAVO LEADER: (into comlink) Copy, Angel Blue. Bravo
Flight, we'll handle the port group. Bravo Two, form up on
my wing.


INT. BRAVO TWO'S FIGHTER-COCKPIT

BRAVO TWO: I'm right with you, Bravo Leader.


INT. REPUBLIC COMMAND SHIP-BRIDGE

OFFICER: All fighter groups engaging enemy vessels.
AMIDALA: (to BAIL) What about the air support for our
ground forces?
BAIL: (unconvincing) They can handle themselves.


INT. THE TOWER-GREAT HALL

A slight sheen of perspiration is beginning to appear on
OBI-WAN'S brow, testimony to the nature of the fight. If
the SITH is becoming fatigued it is not evident, as VEIL is
practically dancing around. OBI-WAN furiously attacks VEIL
who expertly parries.

VEIL: (cont'd) Yes, you do fear… you fear losing your
Padawan.

DARTH VEIL produces and ignites a SECOND LIGHTSABER, black
streamer floating from the hilt like it's twin. The SITH
wields both sabers simultaneously.

VEIL: (cont'd) And fear you should.

OBI-WAN seems distracted by the whole disturbing
demonstration.


EXT. KORRIBAN-FRONT LINES

The battlefield is carnage. For every MANDALORE the
REPUBLIC and JEDI cut down, 20 more seem to take their
place. The initial REPUBLIC attack is waning without their
air support.


EXT. SPACE

ANGEL and BRAVO FLIGHTS take on the MANDALORIAN ASSAULT
SHIPS. Immediately waves of DROID FIGHTERS are released
from the hulls of the huge vessels.


INT. ANGEL FOUR'S FIGHTER-COCKPIT

ANGEL FOUR cranes his neck to see down below his fighter
through his canopy.

ANGEL FOUR: (into comlink) Here come the droid fighters!


EXT. SPACE

Hundreds of DROID FIGHTERS race to meet the REPUBLIC
FIGHTERS.


INT. ROYAL STARSHIP-COCKPIT

BRAVO LEADER: (over comlink) Look alive out there!

ANAKIN violently wrests the controls.


EXT. SPACE

The ROYAL STARSHIP banks violently and dives, on the tail
of two DROID FIGHTERS. ANAKIN takes them both out,
performing a roll while flying through the explosions.


INT. THE TOWER-GREAT HALL


VEIL is performing a saber-dance, the two red blades
flashing this way and that, simultaneously attacking and
parrying. Despite OBI-WAN'S best efforts, he can't break
through the SITH'S defenses.

Quite without warning, VEIL'S sabers are both thrown high
into the air, and while OBI-WAN glances upward the SITH
quickly performs a handstand with a complex spinning kick
to OBI-WAN'S face. As if all part of the dance, VEIL
catches both sabers as they fall and resumes the fight
unbroken. OBI-WAN curses himself under his breath.


EXT. SPACE

Brutal dogfights rage across space and over the hulls of
the MANDALORIAN SHIPS. ION CANNONS begin to pound REPUBLIC
ships, most of the fire being directed at the COMMAND SHIP.


INT. REPUBLIC COMMAND SHIP-BRIDGE

OFFICER: They're hitting us with Ion Cannons. Shield power
is decreasing.

BAIL and AMIDALA exchange grim looks.


INT. ROYAL STARSHIP-COCKPIT

ANAKIN: (into comlink) I'm going for one of the big guns!
Huu-Tho, Deak, stay with me!


INT. DEAK'S FIGHTER-COCKPIT

DEAK: (into comlink) We're right behind you.


EXT. SPACE

The three small craft break off from the numerous dogfights
and head toward their new target.


EXT. KORRIBAN-FRONT LINES

Heavy weapons from HOVER TANKS are blasting away, while the
MANDALORE return fire with missiles fired from backpacks.
Soil, SPEEDERS and men are all blasted into pieces. To make
matters worse, the first JEDI has been killed; a rare event
indeed.


EXT. KORRIBAN-REPUBLIC REAR ECHELON

The higher-ranking OFFICERS and JEDI can see that the
battle is not going well. A Lieutenant rushes up to GENERAL
ONDOS.

OFFICER: General, we've sighted a new detachment of enemy
troops on our left flank! Estimate number at fifteen
thousand!
ONDOS: (through gritted teeth) Where are they coming from?

Up to this point, YODA had his head bowed and eyes closed.
He speaks, and a great weariness is evident.

YODA: Mmmm… Strong the enemy is. Poorly goes the battle for
our brave warriors.

The diminutive JEDI MASTER shrugs off his outer garment.

YODA: (cont'd) Sit idly by, I can no longer do. (shakes his
head) Fought in my final battle thought I had…

All present regard the tiny green-skinned JEDI with awe. He
clearly said something none of them expected to hear.


EXT. SPACE

The NUBIAN is diving through a crossfire followed by DEAK
and HUU-THO headed for one of the huge cannons.


INT. ROYAL STARSHIP-COCKPIT

ANAKIN: (into comlink) I'm making my run.

KITT begins to count backwards.

ANAKIN: (cont'd into comlink) Break on my signal…
KITT: Four… three… two… one.
ANAKIN: (into comlink) Break!

KITT throws a switch.


EXT. SPACE

The ROYAL STARSHIP unleashes a PROTON TORPEDO and climbs
sharply. His two escorting fighters also fire torpedoes and
break right and left, weaving in front of each other. The
torpedoes hit home, ripping apart the cannon with a massive
explosion. The final volley from the gun, however, is
already streaking toward the REPUBLIC COMMAND SHIP.


INT. REPUBLIC COMMAND SHIP-BRIDGE

The ship rocks violently, throwing BAIL, AMIDALA and the
others off-balance. An alarm sounds in conjunction with a
red flashing light.

OFFICER: Our shields have collapsed!
AMIDALA: (into comlink) All security sections standby to
repel boarders!


EXT. SPACE

Like clockwork, MANDALORIAN BOARDING PODS pop out of the
ASSAULT SHIPS, racing toward the now-vulnerable REPUBLIC
COMMAND SHIP.


INT. ROYAL STARSHIP-COCKPIT

KITT: Look at that.
ANAKIN: (distressed) Boarding Pods! They're going for the
Command Ship!


EXT. SPACE

The NUBIAN dives out of the dogfight in pursuit of the
swarm of pods.


EXT. KORRIBAN-FRONT LINES

A wrist-cord wraps itself around JAR JAR, immobilizing him.

JAR JAR: Yaaaahhhh!

Instantly a LIGHTSABER slices through it. JAR JAR tumbles
backward, ears flopping over his face. A boot kicks the
owner of the wrist-cord, sending the MANDALORE reeling; the
boot belongs to MACE. He helps the hapless GUNGAN back to
his feet.

MACE: You need to be more careful, my friend.
JAR JAR: Weesa gettin pasted out here!

A nearby explosion knocks MACE to the ground. Blaster fire
assails him and he is forced to defend himself and those
behind him with one hand, as he uses his other hand to try
to get back to his feet.

From out of nowhere, a deep rumbling sound is heard. A
gale-force wind blows rain in the faces of the attacking
MANDALORE As they struggle against this the ground beneath
them begins to shake, ultimately exploding upward in a
spray of rock and soil.

Several hundred MANDALORE have been blasted off their feet.
MACE and JAR JAR turn and to their astonishment see YODA,
his GIMER STICK held up like a lightning rod.


INT. THE TOWER-GREAT HALL

The upper hand belongs now to the SITH. OBI-WAN is sweating
profusely, weary in every joint. Between his initial
overconfidence and VEIL'S relentless taunts and threats,
OBI-WAN has allowed himself to become frustrated. The
SITH'S face cannot be seen, but OBI-WAN can tell in VEIL'S
movements that there is no fatigue. VEIL continues the
beautiful, graceful, deadly dance.

VEIL: You tire, Knight. Your strength wanes… your powers
are weak.

OBI-WAN charges VEIL, leaping high and somersaulting.
VEIL'S twin red blades flash outward and upward; OBI-WAN
falls awkwardly onto the ground some distance away.

The perspective changes to ground level, where we see OBI-
WAN'S face planted in the dirt. Behind him can be seen the
looming form of the SITH. Mocking, terrible laughter fills
the hall.


EXT. SPACE

The NUBIAN races after a swarm of BOARDING PODS.


INT. ROYAL STARSHIP-COCKPIT

KITT: This is pointless, Anakin. You'll never get them all.

ANAKIN ignores his co-pilot as he squeezes off another
burst of blaster fire.


EXT. SPACE

ANAKIN fires volley after volley, destroying one POD after
another, but KITT'S prediction is correct: there are too
many of them. They've almost reached the REPUBLIC COMMAND
SHIP.


INT. ROYAL STARSHIP-COCKPIT

KITT: Pull up!


EXT. SPACE

The pods fire their retros and impact the hull of the
COMMAND SHIP with a metallic clang. The ROYAL STARSHIP
pulls up just in time to avoid crashing.


INT. REPUBLIC COMMAND SHIP-BRIDGE

BAIL, AMIDALA, KABERRA, THREEPIO and the rest of the crew
look up and around as multiple metallic thuds reverberate.


EXT. SPACE

Flashes can be seen at the base of the BOARDING PODS.


INT. ROYAL STARSHIP-COCKPIT

ANAKIN: Dammit! (into comlink) Angel Blue to Command Ship!
Boarding Pods on your hull!


INT. REPUBLIC COMMAND SHIP-CORRIDOR

The overhead blasts downward, and MANDALORE jump down into
the COMMAND SHIP.


INT. REPUBLIC COMMAND SHIP-BRIDGE

BAIL: Seal off the bridge! Close all blast doors!
ANAKIN: (over comlink) Padmé!

PADMÉ rushes to a console and activates a comlink.

PADMÉ: (into comlink) Stay away Anakin! We can protect
ourselves!


INT. ROYAL STARSHIP-COCKPIT

ANAKIN: (into comlink) There's too many of them! You don't
have a chance without me!


INT. REPUBLIC COMMAND SHIP-BRIDGE

ANAKIN: (over comlink) Just hang on! I'll –

An explosion rocks the ship and the transmission is lost.

PADMÉ: Anakin! Anakin!!


INT. ROYAL STARSHIP-COCKPIT

ANAKIN'S face could be set in stone as he pushes the
throttles to their stops.

KITT: This is really stupid…


EXT. SPACE

The NUBIAN screams into a full after burn power-dive headed
straight for the HANGAR of the COMMAND SHIP.


INT. ROYAL STARSHIP-COCKPIT

KITT: You have no approach vector.

This doesn't faze ANAKIN.

KITT: (cont'd) You're going in way too fast.
ANAKIN: Shut up!

ANAKIN squeezes his eyes shut. KITT grabs onto whatever
handhold he can find and braces himself.


EXT. SPACE

The ROYAL STARSHIP roars into the HANGAR.


INT. REPUBLIC COMMAND SHIP-HANGAR

The gleaming craft blasts through the HANGAR far faster
than it should.


INT. ROYAL STARSHIP-COCKPIT

KITT is still braced with his eyes now widening. ANAKIN
fights the controls.


INT. REPUBLIC COMMAND SHIP-HANGAR

ANAKIN puts full reverse on the engines and performs a
dramatic horizontal flare-out, so that the bottom of the
ROYAL STARSHIP becomes parallel with the wall, only a half
meter away. ANAKIN then sets the ship down uneventfully.


INT. ROYAL STARSHIP-COCKPIT

ANAKIN is unbuckling his restraints, but KITT is still
locked in his crash-position.

ANAKIN: See, no problem.

ANAKIN rushes out of the cockpit.

ANAKIN: (voice-over) You coming?

KITT takes a deep breath then begins to loosen his
restraints.


INT. THE TOWER-GREAT HALL

DARTH VEIL'S laughter continues to echo throughout the
GREAT HALL. OBI-WAN slowly pulls himself to a sitting
position, running a hand across his face. Above his right
eye is blackened, and it is beginning to swell shut. Dark
red and black blood stains OBI-WAN'S hand; his situation
looks dire indeed.

VEIL: You are beaten. It is useless to resist.

As the dark form of the SITH APPRENTICE slowly stalks
toward the wounded KNIGHT, a serene look unexpectedly
appears on OBI-WAN'S face. He closes his good eye and rises
to his feet, his back to the approaching SITH.

OBI-WAN: (voice over) How am I supposed to fight if I can't
even see, Master?
QUI-GON JINN: (voice over) Your eyes can deceive you, my
Padawan, don't trust them.


INT. JEDI TEMPLE-TRAINING HALL

We FLASHBACK to a memory of OBI-WAN training with QUI-GON.
QUI-GON is almost finished with tying a blindfold behind
OBI-WAN'S head.

OBI-WAN: Alright, I'll try.
QUI-GON: No, you won't try. You will do, Obi-Wan. There is
no "try".
OBI-WAN: (apprehensive) Yes, Master.

QUI-GON engages OBI-WAN in slow, exaggerated saber-play,
trying to force him to rely solely on his Force-based
instincts.


INT. JEDI TEMPLE-OBSTACLE HALL

OBI-WAN is precariously perched on top of a series of
obstacles, blindfolded. Three REMOTES orbit him. He ignites
his blue saber and the REMOTES attack. OBI-WAN fights hard
to keep his balance and simultaneously protect himself.
QUI-GON watches from below.

QUI-GON: Reach out, Obi-Wan! Let go your conscious self!

A REMOTE zaps OBI-WAN and he falls, catching himself with
one hand.

INT. JEDI TEMPLE-TRAINING HALL

OBI-WAN fights QUI-GON again, blindfolded, but this time
the pace is much faster, almost real fight speed.


INT. JEDI TEMPLE-TRAINING HALL

A blindfolded OBI-WAN again fights off three REMOTES, but
this time he is sure-footed and much better.

QUI-GON: Good! Let the Force flow!

OBI-WAN successfully fends off the attack.


EXT. CORUSCANT-BUILDING UNDER CONSTRUCTION-DUSK

Against the backdrop of the setting sun, QUI-GON and a
blindfolded OBI-WAN are locked in practice combat high on
girders overlooking CAPITAL CITY. QUI-GON cannot penetrate
his PADAWAN'S defenses. OBI-WAN is extraordinarily fast and
doesn't hesitate to jump and flip from beam to beam.

QUI-GON briefly looses his balance and OBI-WAN is
immediately on top of him, LIGHTSABER at his MASTER'S
throat. OBI-WAN switches off his saber and pulls off the
blindfold, smiling. He proffers a hand to QUI-GON who takes
it, looking relieved and pleased.


INT. THE TOWER-GREAT HALL

We FLASHFORWARD to present day.

QUI-GON: (voice over) See, you can do it.

VEIL is almost upon the battered KNIGHT, twirling both
crimson blades.

VEIL: Prepare to meet your destiny.

The SITH APPRENTICE swings both LIGHTSABERS at OBI-WAN –
they are stopped cold as he blocks them, his green saber
behind his head. His eyes remain closed.


EXT. KORRIBAN-FRONT LINES

JEDI and REPUBLIC troops surge forward through the hole
YODA has blasted through the MANDALORIAN lines. The green-
skinned MASTER goads his warriors to press forward. He
grabs at MACE with a tridactyl hand.

YODA: Up, up! To your feet Master Windu! Rally our forces
we must. An example we must set!

While MACE scrambles to his feet, a MANDALORE trains his
BLASTER on YODA. The diminutive JEDI moves his GIMER STICK
and an unseen but powerful force rips the weapon from the
trooper's hand and flings it off into the distance.

The TROOPER raises his right arm and shoots a jet of flame
at YODA, who repulses it and redirects it back onto the
TROOPER.

YODA: Forward! Yes, fight! Fight!

MACE, JAR JAR, CAPTAIN TARPALS and a large group of others
charge ahead.


EXT. SPACE

The fighter war rages high over KORRIBAN. A MANDALORIAN
ASSAULT SHIP blows apart, but not before releasing most of
it's BOARDING PODS.


INT. REPUBLIC COMMAND SHIP-CORRIDOR

MANDALORE methodically, relentlessly make their way through
the ship blasting anything that gets in their path.
REPUBLIC SECURITY fights a valiant, but ultimately suicidal
battle.

A group of TROOPERS reaches the BRIDGE BLAST DOORS, wiping
out the guards defending it. They open fire on the door.


INT. REPUBLIC COMMAND SHIP-BRIDGE

Muffled explosions can be heard.

OFFICER: They're outside.

Weapons are passed out to all hands on the BRIDGE,
including BAIL and AMIDALA.

BAIL: Make sure to take what cover you can.

The BRIDGE CREW puts consoles and other equipment between
themselves and the BLAST DOOR.

THREEPIO: Oh my goodness, do you think the Mandalore might
possibly have need for a protocol droid?

The DROID receives a few disparaging looks.

THREEPIO: Oh, well, I suppose not.


INT. REPUBLIC COMMAND SHIP-CORRIDOR.

Over the shoulder of a MANDALORE we see retreating REPUBLIC
SECURITY. The TROOPER brings his weapon up to fire. A hand
taps the TROOPER on his armored shoulder and he
instinctively turns around smack into ANAKIN'S boot.

The MANDALORE falls back as the others turn to see ANAKIN,
crackling blue laser blade held out before him, and KITT
with a BLASTER. The MANDALORE open fire and ANAKIN
immediately wades into them. KITT seeks cover and returns
fire, as additional REPUBLIC SECURITY stragglers take up
position beside him.


INT. REPUBLIC COMMAND SHIP-BRIDGE

The BRIDGE BLAST DOOR is beginning to glow red-hot, warping
and deforming under the intense barrage.

AMIDALA: They'll be through any moment.

All of the BRIDGE CREW lock and load their weapons. KABERRA
stands directly in front of the door, a BLASTER in each
hand.

KABERRA: Stay behind me.


INT. REPUBLIC COMMAND SHIP-OUTSIDE BRIDGE

The MANDALORE continue to pour fire into the weakening
door.


INT. THE TOWER-GREAT HALL

OBI-WAN and VEIL are at it again, but now OBI-WAN appears
to be much more relaxed. He continues to fight with his
eyes shut; he is parrying VEIL'S attacks much more
effectively with more economy of movement.

VEIL: You can't make me go away that easily. Tell me, are
your eyes closed to the fate of your Padawan as well?

OBI-WAN seems unmoved by VEIL'S taunts.


EXT. SPACE

Despite the Herculean efforts of ANGEL and BRAVO FLIGHTS,
there are just too many enemy DROID FIGHTERS to contend
with. REPUBLIC losses are mounting.


INT. BRAVO LEADER'S FIGHTER-COCKPIT

BRAVO LEADER: (into comlink) Griffin, watch your tail,
there's two on you!


INT. GRIFFIN'S FIGHTER-COCKPIT
GRIFFIN: (over comlink) I see them.


EXT. SPACE

An explosion throws BRAVO LEADER against the side of his
cockpit.


INT. BRAVO LEADER'S FIGHTER-COCKPIT

BRAVO LEADER: (cont'd into comlink) I'm hit!


EXT. SPACE

BRAVO LEADER'S fighter corkscrews away from three pursuing
DROID FIGHTERS, trailing smoke.


INT. REPUBLIC COMMAND SHIP-OUTSIDE BRIDGE

The MANDALORE attacking the BRIDGE BLAST DOOR find
themselves under attack from ANAKIN, KITT and REPUBLIC
SECURITY.

ANAKIN charges toward the enemy deflecting BLASTER fire
with his saber, his goal to get to the BRIDGE. He is forced
to skid to an abrupt halt as three MANDALORIAN WARRIORS of
a type previously unseen step out from the wings.

The new MANDALORE wear red armor with red cloaks. The four
warriors stand appraising each other, oblivious to the
BLASTER fire flying around them. After a pregnant pause,
the three RED WARRIORS draw and ignite red LIGHTSABERS.
ANAKIN rolls his eyes in disbelief.

ANAKIN: Awwww… come on…


INT. REPUBLIC COMMAND SHIP-BRIDGE

The BRIDGE CREW awaits the inevitable. One of the OFFICERS
is attempting to take cover and continue to operate his
SCANNER. A new alarm sounds and the OFFICER checks it; a
look of utter defeat crosses his face.

OFFICER: Sir… new hyperspace signatures, sector one eight,
type unknown…
BAIL: (to AMIDALA) Our situation is hopeless… I'm sorry.

He looks back to his OFFICERS.

BAIL: (cont'd) Lieutenant, standby to sound the retreat.
VOICE: (over comlink) Republic Fleet, do you copy?
AMIDALA: I know that voice.


EXT. SPACE

Five massive grey and red wedge-shaped ships emerge from
HYPERSPACE with a rumbling growl. They are immense – much
larger than anything previously seen.


INT. REPUBLIC STAR DESTROYER VICTORY-BRIDGE

We stand on the BRIDGE of the first of the secretly built
and newly commissioned REPUBLIC STAR DESTROYERS. Many
OFFICERS are present but the most prominent figure is
SUPREME CHANCELLOR PALPATINE, who wears subdued military
regalia.

PALPATINE: (into comlink) Republic Fleet, this is Supreme
Chancellor Palpatine. Star Destroyer Squadron One standing
by.


INT. REPUBLIC COMMAND SHIP-BRIDGE

PALPATINE: (over comlink) We shall take care of these enemy
fighters for you.

The BRIDGE CREW exchange stunned looks. BAIL breaks into
nervous, relieved laughter.

BAIL: I can't believe it. I can't believe they're ours.


EXT. SPACE

The five STAR DESTROYERS begin to disgorge new TWIN ION
ENGINE FIGHTERS by the hundreds, which rapidly enter into
the dog fighting.


INT. REPUBLIC COMMAND SHIP-BRIDGE

BAIL looks at AMIDALA, whose initial confusion is quickly
replaced by understanding.

BAIL: (cont'd) They're ours!


INT. REPUBLIC COMMAND SHIP-OUTSIDE BRIDGE

A MANDALORE wearing a backpack kneels and fires a missile
from it at the BRIDGE BLAST DOOR.


INT. REPUBLIC COMMAND SHIP-OUTSIDE BRIDGE

The BRIDGE DOOR is destroyed in a cataclysmic blast that
causes ANAKIN to flinch. The trio of RED MANDALORE spread
out evenly around ANAKIN, circling him.

INT. REPUBLIC COMMAND SHIP-BRIDGE

BAIL leaps on top of AMIDALA to protect her as the BLAST
DOOR explodes into the BRIDGE, injuring many. Shrapnel
strikes KABERRA; he ignores it immediately returning fire
through the breach. BLASTER FIRE fills the air as AMIDALA,
BAIL, other BRIDGE CREW join the fight.


INT. REPUBLIC COMMAND SHIP-BRIDGE

Through the bedlam of noise, smoke and blaster fire PADMÉ
catches sight of the four saber-wielding combatants. The
RED MANDALORE continue to test the waters, probing lunging,
jockeying for position. She instinctively knows the one
with the BLUE LIGHTSABER is ANAKIN.

PADMÉ: Anakin!

She foolishly stands up disregarding her cover.

PADMÉ: Anakin!!

BAIL grabs at her, but too late. A BLASTER BOLT hits her
and she falls.

BAIL: (alarmed) Amidala!!


INT. REPUBLIC COMMAND SHIP-OUTSIDE BRIDGE

ANAKIN: No!!!

ANAKIN sees PADMÉ fall behind the console and his heart
sinks. His face goes through a terrifying transformation;
the horror of the realization that PADMÉ is wounded and may
even be dead drives him into wild, utter rage.

The "feeling-out" period is over. The RED MANDALORE move to
strike, but ANAKIN strikes first. Three swordsmen against
one would be almost impossible to beat under normal
circumstances, but in this case the tables are turned. It
is over in an instant.

Three corpses lay at ANAKIN'S feet. He doesn't waste a
moment, immediately running for PADMÉ. A handful of regular
MANDALORIAN TROOPERS stand in ANAKIN'S path. He never
breaks stride, contemptuously cutting them down as he
passes them.

The remaining two stand directly in front of the shattered
BRIDGE DOOR. They turn to shoot at ANAKIN, but are blasted
by KABERRA. Before they fall, ANAKIN moves his hand and
both MANDALORE are swatted aside as if by an unseen giant.


INT. REPUBLIC COMMAND SHIP-BRIDGE

ANAKIN leans down over the prone form of PADMÉ, his rage
fading into concern. BAIL moves aside and PADMÉ looks up;
she caught one in the shoulder, but she is alive. ANAKIN is
tremendously relieved.

PADMÉ: Anakin, I'm all right, I'm fine.
BAIL: Please be still, you're hurt.
PADMÉ: I'll be fine.

ANAKIN kneels down and touches her injured shoulder,
putting his other hand on her forehead. He closes his eyes
and concentrates; when he lets go, PADMÉ sits up rubbing
her wound.

ANAKIN: Better?

PADMÉ looks at her shoulder again, then back at ANAKIN,
surprised by this aspect of ANAKIN'S power she's never
encountered.

PADMÉ: Yes… it doesn't hurt anymore… thank you.

She hugs him quickly, then he turns to BAIL.

ANAKIN: They'll be more of them.
BAIL: We've got a pretty good defensive position here –

A small explosion from the control console interrupts him.

OFFICER: The main engines are offline! We're being dragged
into the planet's gravity well!
BAIL: The controls are smashed!

There is a strange pause as all look to ANAKIN for their
next move.

ANAKIN: I can fix it.


EXT. KORRIBAN-FRONT LINES

An overhead view of the battlefield reveals that, despite
their nearly superhuman efforts, the REPUBLIC ARMY and the
JEDI are completely surrounded by the MANDALORIAN HORDE.
Even YODA'S godlike power cannot hold back their sheer
numbers.

CAPTAIN TARPALS: Ussen surrounded! Ussen not getting outta
dis one!

YODA shields as many as he can from the voluminous enemy
fire. There are enemy TROOPERS as far as the eye can see.

The JEDI have formed a defensive perimeter in front of the
regular soldiers who fire from inside the circle of
LIGHTSABERS. Most of the REPUBLIC heavy equipment is
destroyed.

MACE: (over the noise) Hold your positions! We make our
stand here!

Explosions detonate all around the encircled REPUBLIC
troops – it look like the end. Most of them are knocked to
their feet. Through sheets of soil thrown up by the blasts
MACE sees a flight of aircraft streak overhead at extremely
low level.

They are FIGHTERS from ANGEL and BRAVO FLIGHTS. The first
wave makes its pass and blasts up into the sky clearing the
way for a second wave. Bombs explode on the MANDALORIAN
troops. JAR JAR crawls over to MACE.

JAR JAR: Look! Ussen fighters is bomin! Look! Yahoo!

JAR JAR points to the sky.


INT. THE TOWER-GREAT HALL-STAIRCASE

The SITH and the JEDI continue their duel on a GRAND
STAIRCASE. VEIL'S deadly dance is becoming more frantic in
an attempt to penetrate OBI-WAN'S defense. The KNIGHT
continues to fight with both eyes closed, face set in
concentration.

Both of VEIL'S crimson blades flash out at OBI-WAN who
deftly blocks them. The SITH then tries a kick; OBI-WAN
ducks this and intercepts another with his left hand,
grabbing hold of VEIL'S ankle and flipping the APPRENTICE
backward and down the STAIRCASE.


INT. REPUBLIC COMMAND SHIP-BRIDGE

ANAKIN and ARTOO feverishly work on the damaged controls,
while KITT, KABERRA and other REPUBLIC SECURITY PERSONNEL
stand watch at the breached door. Moment by moment,
KORRIBAN looms ever larger in the BRIDGE WINDOWS.

OFFICER: We're entering the upper atmosphere.
AMIDALA: Anakin, hurry…


INT. REPUBLIC STAR DESTROYER VICTORY-BRIDGE

OFFICER: (to PALPATINE) The Command Ship is drifting
dangerously close to the planet. They are still not
responding to our transmissions.
PALPATINE: Keep trying. Captain Ozzel!
OZZEL: Yes, Supreme Chancellor?
PALPATINE: Move the ship close enough to get a tractor beam
lock on the Command Ship.
OZZEL: As you wish, Supreme Chancellor. Lieutenant!


INT. THE TOWER-GREAT HALL

The SITH APPRENTICE rises from the floor imperiously. OBI-
WAN, eyes shut, self-assuredly navigates his way down the
stairs to his opponent. VEIL points a blade directly at the
KNIGHT.

VEIL: Luck is with you.
OBI-WAN: I don't believe in luck.

VEIL'S saber play begins anew but OBI-WAN'S eyes cannot be
distracted by it. The two re-engage like never before, VEIL
a blur of black and red. OBI-WAN, in contrast, is all
careful economy of motion, his preternatural FORCE-SIGHT
aiding him.


INT. REPUBLIC COMMAND SHIP-BRIDGE

ANAKIN: Almost there…

A display indicates green.

ANAKIN: Got it! We have flight controls back.
BAIL: But no engines.
ANAKIN: Artoo, how're you coming with those shields?

ARTOO, plugged into a computer terminal socket, lets out a
flurry of beeps and whistles. Several BLASTER bolts streak
by as some MANDALORE open fire from the end of the corridor
leading to the BRIDGE. KITT, KABERRA and REPUBLIC SECURITY
respond with their own barrage.

THREEPIO: He says that both the main and auxiliary router
couplings have been polarized. He is attempting a bypass on
a tertiary circuit.
BAIL: What about the engines?!
ANAKIN: Forget about the engines, we need the shields!

ANAKIN grabs the flight controls.

PADMÉ: It's getting warmer in here…


EXT. KORRIBAN-UPPER ATMOSPHERE

The hull of the REPUBLIC COMMAND SHIP is beginning to glow
from the friction being generated by KORRIBAN'S atmosphere.


INT. THE TOWER-GREAT HALL

DARTH VEIL is now on the defensive. The SITH backs away as
OBI-WAN steadily advances. Large stones and rocks
throughout the GREAT HALL rise and fly toward OBI-WAN,
directed by the unseen hand of VEIL. These prove
ineffectual, as the missiles that OBI-WAN doesn't deflect
with his LIGHTSABER are deflected by his own use of the
FORCE.

VEIL attempts a new defensive tactic. Both LIGHTSABERS drop
from VEIL'S hands and the SITH catches them by their black
streamers. Rapidly the sabers are spun, using the streamers
as tethers. Faster and faster the weapons spin creating a
defensive perimeter around the dark figure. OBI-WAN
advances with extreme caution.


INT. REPUBLIC STAR DESTROYER VICTORY-BRIDGE

CAPTAIN OZZEL: Supreme Chancellor, friction from the
planet's atmosphere is ionizing the Command Ship's hull. It
is impossible to achieve a tractor-lock.

OFFICER: But Queen Amidala! The Prince! No one on board
will survive!

PALPATINE steps very close to the bridge windows, so close
his breath fogs them. His expression is intensely
expectant.

PALPATINE: Only a miracle… could save them now…


INT. REPUBLIC COMMAND SHIP-BRIDGE

ANAKIN looks tense; he is sweating as are all the others
present on the BRIDGE with the exception of ARTOO and
THREEPIO. He continues to wrestle the controls with one
hand while the other tinkers with some bare wire and
circuit boards.

Our perspective changes to a HULL TEMPERATURE INSTRUMENT
which climbs a notch, changing from yellow to red.

OFFICER: Hull temperature is becoming critical.
ANAKIN: Artoo…


EXT. KORRIBAN-REPUBLIC COMMAND SHIP

The large CRUISER plummets through the atmosphere trailing
ionized fire. The front part of the underbelly glows from
friction.


INT. REPUBLIC COMMAND SHIP-BRIDGE

ARTOO makes a final adjustment and whistles. Immediately
the little DROID'S efforts are rewarded with a deep humming
sound.


EXT. KORRIBAN-REPUBLIC COMMAND SHIP

SHIELDS envelop the ship and the red glow beings to
dissipate.


INT. REPUBLIC COMMAND SHIP-BRIDGE

The TEMPERATURE INDICATOR begins to sink back down into the
yellow range.

OFFICER: We have partial shields!
ANAKIN: Good, reroute all power forward. Artoo, see what
you can do about getting maneuvering thrust.

A shower of sparks cascades from a console and ANAKIN, BAIL
and PADMÉ shield their eyes.

BAIL: The automatic flight control system is off-line!


INT. THE TOWER-GREAT HALL

OBI-WAN is looking for a way through the SITH'S spinning
sabers, advancing… advancing…

In one focused movement OBI-WAN throws his own LIGHTSABER
high into the air much as his opponent did previously. As
VEIL momentarily looks up the JEDI steps directly into the
arc of the sabers; he grabs both of them by their handles,
executing a kick straight up to the SITH'S chin, and rips
them out of VEIL'S hands.

OBI-WAN hurls the two sabers into the darkness behind him
and casually catches his own as it lands in his hand. He
points the blade at the sprawled form of VEIL and finally
opens his good eye, attempting to squint through the
swollen one.

OBI-WAN: This is finished. You will answer for your crimes
before the courts and the Jedi Council.
VEIL: (haughtily) By what authority do you act?
OBI-WAN: By the Office of the Supreme Chancellor. Now, on
your feet.

The SITH begins to laugh.

VEIL: How ironic!

OBI-WAN does not look amused.

OBI-WAN: Ironic?
VEIL: That we both act in the name of the same authority!

As OBI-WAN briefly ponders the implication of DARTH VEIL'S
suspicious statement, the SITH activates a button on a
wrist-cuff, and instantly a dozen heavily armed MANDALORE
charge into the room. They open fire on the nearly
exhausted KNIGHT, who is barely able to fend them off. One
launches a wrist-cord at OBI-WAN who bats it away with his
saber. Several more are launched at him, and combined with
the blaster fire and his fatigue, prove too much for him.

Four of the wrist-cords wrap around OBI-WAN, binding him
securely causing his LIGHTSABER to fall impotently to the
floor. He struggles but to no avail. In the meantime VEIL
has risen and using the FORCE, summons both discarded
sabers. The SITH ignites a red blade and approaches the
captive OBI-WAN, still laughing.


INT. REPUBLIC COMMAND SHIP-BRIDGE

BAIL: It's impossible to fly a ship of this size without a
computer! We'll all be dead if we don't get it back online!

ANAKIN ignores the PRINCE.

ANAKIN: Artoo, keep working on that maneuvering thrust.
BAIL: (angry, to ARTOO) No, I countermand that order!
(turns to ANAKIN) We don't need maneuvering thrusters, we
need the flight control computer! You're going to get us
all killed!

PADMÉ steps between the seated ANAKIN and the standing
PRINCE.

PADMÉ: Bail, let him go. He knows what he's doing.

She turns to ANAKIN.

PADMÉ: (cont'd) You do know what you're doing, right?
ANAKIN: Trust me.
PADMÉ: (to ARTOO) Keep working on getting those maneuvering
thrusters.

ARTOO beeps his consent. ANAKIN has unlocked part of the
console and unfolds a stick for manual control.


INT. THE TOWER-GREAT HALL

VEIL casually approaches the bound OBI-WAN, who stares at
the SITH with uncharacteristic hatred. The tip of the hot
blade comes perilously close to OBI-WAN'S neck.

VEIL: You are a worthy opponent indeed, Jedi. The Chosen
One will not require much training when he becomes one of
us.
OBI-WAN: Anakin will never turn to the Dark Side. He cannot
be coerced.

The SITH'S head tilts ever so slightly.

VEIL: You are correct, Knight. One cannot be coerced to the
Dark Side. One must be… seduced.

At this, VEIL lowers the red saber and in a swift motion
removes the evil black mask from its face. Beneath the
mask, and to OBI-WAN'S shock, revulsion and confusion, is
the face of a stunningly beautiful woman.


INT. REPUBLIC COMMAND SHIP-BRIDGE

The COMMAND SHIP is shaking in its descent, and most of the
bridge crew are braced or strapped in. The windows of the
BRIDGE allow the crew to see the cloudy and lightning-
filled sky of KORRIBAN as they plunge through it.

ANAKIN: This is like flying a star slug!
THREEPIO: Master Anakin, the odds of successfully landing a
star cruiser on manual control are 7,324 to one!
PADMÉ: (to THREEPIO) Shut up! (to ANAKIN) I know you can do
it. I believe in you.

ANAKIN continues to struggle with the controls. PADMÉ
fondles the JAPOR SNIPPET hanging around her slender neck.

PADMÉ: (cont'd) Anyway, we can't die, not while I'm wearing
this.

She manages a paper-thin smile.

ANAKIN: Padmé, you might want to strap yourself in. This is
gonna be rough.

The clouds break and the landmass of KORRIBAN looms in the
windows, filing them more with each passing moment.


INT. THE TOWER-GREAT HALL

DARTH VEIL, DARK LADY OF THE SITH stands before OBI-WAN in
all her regal splendor. Her skin, like her long flowing
hair, are both the purest white. She smiles at OBI-WAN
showing off perfect teeth, her canines small fangs. Only
her eyes, yellow and fiery red, give away her true nature.
The DARK LADY approaches OBI-WAN very closely, seemingly
not insulted by his unabashed look of revulsion and
astonishment.

VEIL: You see, we take many forms.

She approaches even closer.

VEIL: (cont'd) The Chosen One will be ours. But do not
underestimate your own role, Obi-Wan Kenobi. The Balance
will be restored.

LADY VEIL leans in, and to OBI-WAN'S seeming horror kisses
him on his lips. She pulls away, briefly holding the
stunned KNIGHT'S lower lip in her teeth. Suddenly the
familiar sound of LIGHTSABERS, BLASTERS and men yelling is
heard from outside, drawing closer.

LADY VEIL switches off her LIGHTSABER with a wicked smile,
performs a leap and back flips up onto a ledge a fair
height above the floor. REPUBLIC TROOPS and JEDI, including
MACE burst in and dispatch the MANDALORE holding OBI-WAN
captive. MACE senses VEIL, but by the time he looks up
there is a flash of black robes marking her departure. MACE
and others pull the cords off of OBI-WAN and steady him.


INT. REPUBLIC COMMAND SHIP-BRIDGE

The COMMAND SHIP shudders as the winds buffet it.

THREEPIO: Artoo says that maneuvering thrusters are now
operational.
ANAKIN: Let's give it a try…

ANAKIN moves the control stick.


EXT. KORRIBAN-REPUBLIC COMMAND SHIP

Short-duration bursts of blue-white thrust shoot out at
intervals from ports on the hull.


INT. REPUBLIC COMMAND SHIP-BRIDGE

The ship begins to roll over far too much. Everybody grabs
onto something.

ANAKIN: Whoa… okay, okay…
KITT: (to ANAKIN) Hey, where'd you learn how to fly?!

ANAKIN compensates and the ship rights itself. The hard
ground relentlessly approaches.

ANAKIN: We're only gonna have one shot at this. Artoo,
switch all shield power to underneath the hull.
THREEPIO: But sir!
BAIL: You can't be serious!
ANAKIN: Do it.

The DROID complies and immediately tiny cracks begin to
appear in the BRIDGE WINDOWS. ANAKIN'S face is a mask of
total concentration. PADMÉ kneels beside him and puts her
hands on him.

PADMÉ: Anakin, I love you.

ANAKIN looks up from his controls for a precious moment,
locking eyes with the YOUNG QUEEN.

ANAKIN: I know.

He returns to the controls just as the fractures expand in
the windows with sickening cracking sounds.

ANAKIN: Move away from the windows!

THE BRIDGE WINDOWS implode with a tremendous roar.


INT. THE TOWER-GREAT HALL

MACE: Obi-Wan! Obi-Wan!

MACE cups OBI-WAN'S chin and looks at his face. The KNIGHT
has definitely seen better days.

OBI-WAN: The battle?
MACE: We are victorious, my friend. The Force was with us.
OBI-WAN: Victorious… what about Anakin?


INT. REPUBLIC COMMAND SHIP-BRIDGE

The BRIDGE is chaos. Wind blasts through the shattered
windows; the crew is covering their eyes, THREEPIO is
shrieking in terror. ANAKIN has a hand in front of his
face, shielding his eyes.

A large amount of broken TRANSPARISTEEL hovers just in
front of him. He moves a finger and the lethal shards
clatter harmlessly to the floor. PADMÉ clings to him,
squinting against the maelstrom. The control stick is
practically shaking his arms loose.


EXT. KORRIBAN-REPUBLIC COMMAND SHIP

The COMMAND SHIP with its shattered BRIDGE WINDOWS lolls to
and fro like an injured whale. The small maneuvering
thrusters are firing continuously. The ship clips the top
of a rock formation, weaves drunkenly between two others
before it slams into a small body of water, skipping across
it a few times on its slippery DEFLECTOR SHIELD. Finally
the battered vessel comes to a rest in the water.


INT. REPUBLIC COMMAND SHIP-BRIDGE

The BRIDGE is in shambles; there is silence until THREEPIO
begins shouting.

THREEPIO: How often does this type of thing occur?!!

ANAKIN lets go of the controls and grips PADMÉ tightly. She
returns the embrace.

ANAKIN: It's all right. Everything's all right.


INT. THE TOWER-GREAT HALL

An excited voice calls out.

VOICE: Master Windu! Master Yoda! General Ondos! I… I can't
believe it!

The assembled move to the source of the voice, which is in
another CHAMBER.


INT. THE TOWER-CLONING CHAMBER

An overhead view shows OBI-WAN, MACE and many others
entering the source of the voice. They are on a ledge high
over an enormous SUBTERRANEAN CHAMBER filled with tens of
thousands of semi-transparent VATS.

Row upon row, stacked so that the eye cannot see where they
begin or end, the VATS each contain a CLONED human being.
All stare, stupefied.


EXT. CORUSCANT-SPACE

In addition to the usual traffic over CORUSCANT, five new
STAR DESTROYERS orbit the planet, with scores of TIE
FIGHTERS cruising around them.


EXT. CORUSCANT-SENATE BUILDING-EVENING

TIE FIGHTERS fly past the SENATE BUILDING.


EXT. SENATE BUILDING-STEPS-EVENING

A crowd of tens of thousands has gathered in front of the
steps of the SENATE BUILDING. SUPREME CHANCELLOR PALPATINE
walks forward, orbited by HOVERCAMS.

PALPATINE: Citizens of the Galactic Republic, a great
victory has been won over the enemy!

The crowd roars.

PALPATINE: (cont'd) But this is just the beginning of a
long and hard path ahead of us. Unfortunately, more brave
lives will be lost in the defense of the Republic. But I
would like to honor today two men whose courage saved many
lives, including those of the Prince of Alderaan and the
Queen of my homeworld, Naboo. Anakin Skywalker, Obi-Wan
Kenobi, please step forward.

ANAKIN and OBI-WAN, who wears a partial BACTA MASK on his
face, come forward; ANAKIN a bit nervous but clearly proud.
PALPATINE places ribbons upon their chests.

PALPATINE: (cont'd) Anakin Skywalker, Obi-Wan Kenobi, it is
my great honor and pleasure to present you with these
medals of honor for your gallantry and heroism during the
Battle of Korriban. The Republic owes you a debt of
gratitude. Congratulations!

The crowd once again erupts into applause. AMIDALA and BAIL
are smiling and applauding, and JAR JAR is leaping up and
down yelling. PALPATINE leans in close to ANAKIN so that
only the young man can hear him.

PALPATINE: (cont'd softly) Anakin, I'd like to speak with
you privately after the ceremony, if it's all right with
you.
ANAKIN: (slightly stunned) I would be honored, sir.
PALPATINE: (smiling) Good, good.

OBI-WAN gives the SUPREME CHANCELLOR and ANAKIN an
inquisitive look. The applause die down and PALPATINE
continues his speech.

PALPATINE: Although we achieved victory, it was not without
great cost. It is almost a certainty that there is a
traitor or traitors within the bureaucracy of the
government, feeding information to the secret power behind
the immorally cloned hordes of enemy troopers.

The assemblage murmurs.

PALPATINE: (cont'd) To combat this I have instituted a new
Directorate of Internal Security. Major Tarkin, please come
forward and be recognized.

MAJOR WILHUFF TARKIN, a thin, evil-looking man in a grey
and black uniform steps forward. He is the same man who
acted as the MANDALORIAN COMMANDANT during the AMBUSH AT
SIKATT.

TARKIN: Friends, citizens, Supreme Chancellor Palpatine has
entrusted me with the mission of rooting out and bringing
to justice those who would cooperate with our enemies for
their personal gain. I swear to all of you that I will not
rest until these despicable traitors are stopped!

The crowd bursts into long deafening applause.


INT. PALPATINE'S QUARTERS

ANAKIN enters PALPATINE'S QUARTERS. They are alone, and
ANAKIN is unsure how to act.

PALPATINE: Anakin! Come in, my boy, come in. make yourself
at home.
ANAKIN: Thank you, sir.

The SUPREME CHANCELLOR pours himself and ANAKIN a drink,
and then brings the glass over.

PALPATINE: Let's drink a toast. To you, Anakin.

ANAKIN is embarrassed.

PALPATINE: (cont'd) Oh, I know that Jedi usually abstain,
but this is a special occasion. (raises glass) To all
you've accomplished, and all you shall accomplish.

They both drink.

PALPATINE: (cont'd) Come, talk with me.

The two head out to PALPATINE'S balcony.


EXT. CORUSCANT-BALCONY OVERLOOKING CITY-NIGHT

SUPREME CHANCELLOR PALPATINE and ANAKIN look out over the
vast city.

PALPATINE: I understand that your future with the Jedi is
soon to be decided by the Council.

ANAKIN looks surprised.

ANAKIN: How did you know that? I thought that all Council
plans are –
PALPATINE: Confidential? Remember who you're talking to,
Anakin. Believe me, there's not much on this planet that
occurs without my knowledge.

ANAKIN nods. CHANCELLOR PALPATINE lets out a sigh.

PALPATINE: Between you and me, I'm worried that the Jedi
are growing more and more out of touch with the current
state of galactic affairs. Their Code confounds me at
times.
ANAKIN: I know what you mean.
PALPATINE: Of course you do, my boy. I respect how you took
matters into your own hands and freed your mother from the
horror of slavery. I would have done the same thing, if I
were in your position.

ANAKIN looks surprised.

PALPATINE: (cont'd) Had the Senate found out about my
secret appropriations for Star Destroyer research,
development and construction there would have been no small
scandal, believe me.

PALPATINE takes another drink.

PALPATINE: (cont'd) As it turns out, The Senate is now
ready to pass a bill granting me absolute authority over
the entire military for the duration of this conflict.
ANAKIN: They would be fools not to. After all, it was your
planning that saved our forces at Korriban.
PALPATINE: You see Anakin, we both feel that action is the
measure of a man's commitment, not lip service. And part of
that commitment is the willingness to take risks.

ANAKIN is confused.

ANAKIN: Please don't take this as disrespect sir, but why
are you telling me all of this?
PALPATINE: You have been well trained, Anakin. I need men
like you and Major Tarkin; men with drive, vision and
ability.

He places his hands on ANAKIN'S shoulders and looks into
his eyes.

PALPATINE: Don't worry about what the Council may decide.
You determine your own destiny. We have much work ahead of
us, and I foresee that you have much yet to accomplish, my
young friend.


INT. JEDI TEMPLE-COUNCIL CHAMBER

MACE WINDU rises from his usual seat in the COUNCIL
CHAMBER. He silently extends a strong hand, palm up. A
LIGHTSABER is placed into it. We then see who placed it
there: the LIGHTSABER is ANAKIN'S, and he doesn't look
pleased.


INT. JEDI TEMPLE-OUTSIDE COUNCIL CHAMBER

The doors to the JEDI COUNCIL CHAMBER open and ANAKIN,
looking piqued, marches out followed by OBI-WAN. ANAKIN
shakes his head and laughs without humor.

ANAKIN: That's so typical.
OBI-WAN: Anakin, I know you think their decision was
unfair, but believe me – it could have been much worse.
ANAKIN: But what about you? Where do they get off punishing
you?
OBI-WAN: It's not technically a punishment, from a certain
point of view…
ANAKIN: (smirking) You always have such a way with words.

ANAKIN shakes his head and laughs once again.

ANAKIN: (cont'd) Funny, the Council reprimands us and
Chancellor Palpatine honors us, yet the Jedi answer to him.
How ironic!

This innocent comment provokes a reaction from OBI-WAN as
he remembers the similar words spoken by his recent SITH
opponent.

OBI-WAN: What did you say?
ANAKIN: I just said it was ironic. Look, I'll talk to you
later, I've got, uh… an appointment.
OBI-WAN: With Kitt?
ANAKIN: No, Kitt took off. He didn't like the idea of
getting paid a conscript's wage for risking his neck. He
said something about going back to work for Jabba for some
real money.
OBI-WAN: So your appointment's with someone else, then?
ANAKIN: Um, yeah. With someone else.

OBI-WAN smiles, though it hurts his face.

OBI-WAN: Of course.

ANAKIN turns and starts off.

OBI-WAN: Anakin?

The young man turns and looks back at his mentor.

OBI-WAN: (cont'd) Good luck.
ANAKIN: (sheepish smile) Thanks.


EXT. CORUSCANT-CAPITAL CITY-CONSERVATORY-DAY

A beautiful CONSERVATORY lay like a green jewel in the
midst of the grey megalopolis that is CAPITAL CITY. It is
one of the few preserved reminders of CORUSCANT'S natural
beauty, forever buried beneath mountains of glass and
steel.

From high above we see three tiny figures standing in the
center of the CONSERVATORY. A fourth figure approaches from
the periphery. We draw closer and see that PADMÉ and two
GUARDS wait in the middle of the green sanctuary, the QUEEN
closely examining a delicate blossom. ANAKIN approaches,
rapidly closing the distance. The GUARDS stand at
attention.

PADMÉ: Well… how did it go?

PADMÉ looks anxious.

ANAKIN: Did you hear that the Senate voted on the Supreme
Chancellor? He has total control of the military for the
duration of the war.
PADMÉ: Yes I know. A handful of senators objected to the
unprecedented power the Supreme Chancellor now wields, but
they were mostly shouted-down. Now back to your meeting
with the Council…

ANAKIN doesn't try to dodge the topic a second time.

ANAKIN: They're assigning me to the Navy as a fighter pilot
for the duration of the current crisis. After that, it's
anybody's guess…

The GUARDS move off at a respectful distance.

PADMÉ: How do you feel about their decision?

ANAKIN considers this, then speaks his mind.

ANAKIN: I think it's a load of bantha fodder.
PADMÉ: Bantha fodder?! (laughs) I couldn't have put it any
better myself!
ANAKIN: Believe me, I love the idea of flying fighters, but
I can do that and still continue my training. This will set
back my ascension to Knighthood for years, if ever.

She takes ANAKIN'S hands and kisses him.

PADMÉ: I know nothing will stop you from accomplishing
anything you set your mind on.
ANAKIN: Ah… since you mention it…

ANAKIN looks more nervous than he ever did in any battle.
He produces a simple, beautiful ring. In the middle of the
CONSERVATORY he gets down on one knee, holding PADMÉ'S
hand. Our perspective changes to further away. We cannot
hear ANAKIN'S question, but we can tell from PADMÉ'S
response that her answer is "yes".


INT. LARS/SKYWALKER HOMESTEAD

SHMI SKYWALKER is cleaning up some things from around the
house. She looks briefly at a picture of young ANAKIN, then
at a more recent picture of ANAKIN and OWEN together. Her
rumination is interrupted by the sound of yelling in the
distance, followed by the sounds of a struggle and BLASTER
FIRE. Distressed, she makes for the door to investigate but
never gets that far.

Her front door blows open, and through it walks something
tall, dark, beautiful and evil. DARTH VEIL casually holds
OWEN off of his feet by his throat. SHMI staggers back,
knocking several items over. The beautiful SITH LADY
advances toward her.

VEIL: Madame Skywalker, it is an honor to finally make your
acquaintance.

DISSOLVE TO:
EXT. GALAXY-SPACE
END CREDITS FADE IN AND OUT OVER BACKGROUND.
THE END