Disclaimers: These characters - their minds, bodies, souls and general emotional angst - all belong to George Lucas and Lucasfilm, Ltd. And really, it's better that way.

Author's Notes:

After seeing "Attack of the Clones" for the second time, I was so dismayed by the writing of the love story that I felt compelled to rewrite parts of it. In many scenes, the writing was terribly trite or clunky and others fell short of their full dramatic potential.

I thought that other fans might be interested in reading an alternate - and hopefully improved - version of some of the key scenes. Granted, rewriting four scenes can't fix a movie, but hopefully you'll like it anyway.

Feedback is extremely appreciated.

Also, I'm a screenwriter by trade and this is as close to standard screenplay format as FF.net would let me get.

This first scene takes place when Anakin is using Padme' as bait to lure the assassin. I felt this scene missed the opportunity to establish sexual tension and the alteration of Padme's feelings toward the "little boy from Tattoine." Joined in progress.

***

INT. SENATOR AMIDALA'S SUITE. ANTE-CHAMBER - NIGHT ... Anakin's head suddenly jerks in the direction of Padme's room where the Senator lies asleep.

OBI-WAN: I sense it also.

INT. SENATOR AMIDALA'S SUITE. BED CHAMBER - NIGHT

The two Jedi dart into the room where the many-legged, deadly Kouhuns climb over the slumbering Senator Amidala. Anakin leaps on her bed, straddling her, his light saber drawn. In a flash, he swings the weapon within inches of the woman, slicing the worm-like creatures apart, sending them flying across the room in a sizzling heap.

Seeing the assassin's probe hovering out the window, Obi-wan jumps through the plate of glass, grasping ahold of the floating droid. It zooms off, taking the Jedi Master with it.

Anakin stares out the window after his master, then looks back to the Senator beneath him. Padme' pulls her covers over her as her young Jedi rescuer straddles her. She stares at him, her eyes wide in surprise and confusion. Anakin swallows, suddenly embarrassed, and backs off the bed.

ANAKIN: Stay here.

He rushes out the door.

***

The second scene follows the meadow picnic just after Anakin attempts to ride the enormous grazing animal. Anakin and Padme' happily rolling on top of one another, totally angst-free struck me as totally contrived. I would probably have cut it altogether, but, if not:

***

EXT. MEADOW - AFTERNOON ... The startled animal runs across the body of the prone Padawan, darting to safety. Watching from a distance, Padme's smile fades to strained worry when Anakin's body remains motionless in the grass.

PADME': Anakin?!

She bolts over to him and turns over his listless body - to see his smiling face, barely containing his laughter.

PADME': Anakin!

She slaps at him in playful reproach. Catching her arm, he pulls her with him, rolling through the flower-dotted field. They tumble one over the other, laughing happily. Then, they come to a stop.

Padme' rests on top of Anakin, her legs straddling his, her dress spread across the both of them. Slowly, their laughs drift to weighted silence, as they gaze at one another. Anakin smiles anxiously at the beautiful woman above him. Her chest heaving with her breaths, Padme's smile fades.

Suddenly, she stands up, climbing off the young man. A trembling hand to her forehead, she walks away, crossing the field. Anakin lifts his head, watching her go, confusion etched across his face. Sighing in frustrated agony, he lies back, staring up at the sky.

***

The next scene is the fireside talk during which Anakin and Padme' lay it all out and first mention the possibility of keeping their relationship a secret. Though poetic, the movie's dialogue didn't seem to flow. Here's an alternate version.

***

INT. NABOO RETREAT. PARLOUR - NIGHT

Anakin and Padme' sit beside one another on the love seat. A fire crackles in the fire place, illuminating the otherwise dark room with warm, unintentionally sensual light. Though both attempt a facade of ease, tension fills the room. This is a romantic moment just waiting for some romance.

ANAKIN: We have sparring sessions with the other apprentices to practice our saber techniques. Master Yoda thinks it's good for us to learn from each other's mistakes, so we don't have to make all of them ourselves.

PADME': That sounds like it could be dangerous.

ANAKIN: If your opponent's not very experienced, it can be; if he doesn't know how his saber handles yet. You could lose an arm that way.

She gives him a tense smile. He smiles innocently, eagerly. Raising his eyes heavily to hers, he purses his lips, his expectancy palpable. Padme' swallows as Anakin leans toward her, nearing her lips with his own. Her eyelids lower in passionate anticipation.

At the last moment, their mouths just breaths apart, her eyes flash open. She pushes him gruffly away and stands, removing the temptation.

PADME': Anakin, don't.

Anakin sighs, frustrated and hurt.

ANAKIN: Why?

PADME': Because you're not thinking.

ANAKIN: Yes, I am.

PADME': No, Ani. You have no idea how destructive this could be.

Anakin stands angrily from his seat, moving right in front of her.

ANAKIN: Don't do that. Don't talk to me like I don't understand. I'm not just a little boy from Tattooine.

Despite her best efforts, her emotions - her adoration - show plainly as she averts her eyes from his. Stunned realization dawns across Anakin's features.

ANAKIN (cont.): But you don't see me that way anymore, do you?

Quietly elated, he steps nearer her, training his intense gaze on her. Padme' inhales sharply, taking another step back, but the fireplace stops her retreat.

PADME': Anakin, you have obligations to the life you've chosen for yourself. Obligations that I won't ignore.

ANAKIN: I'm not ignoring them.

Padme' looks skeptical, her jaw tightening.

ANAKIN (insistently): Padme', I'm not. I know what the Jedi Order requires of me better than you do.

PADME': Then why are you so willing to disregard it?

ANAKIN: I'm not disregarding it, I just-

He lowers his eyes, searching for the right words. Even as he speaks, his gaze remains focused on the floor.

ANAKIN (cont.): There are so few people I truly love and I don't know why I'm always being asked to chose between them. Obi-wan's like a father to me and you -

Anakin's words fail him. Padme' closes her eyes, sadly savoring the unspoken. He looks up imploringly at the woman silhouetted by the fire.

ANAKIN: Can't I have both? We could keep it secret.

He slides his hand across hers, grasping gently at her fingers. She holds his gaze. As his body nears hers, her expression fluctuates between the reserve of duty and the reckless abandon of passion. Anakin leans in, hoping this time to succeed. Padme' turns her head away from him.

PADME': If you're so grown up, Anakin, then tell me what makes more sense.

Anakin pauses, his hand holding hers, listening.

PADME' (cont.): That we jeopardize everything by creating a secret we could never keep, or salvage what we've both worked so hard to achieve by saying good bye when your assignment is over and hoping that our feelings change.

ANAKIN: Hope that they go away, you mean.

Padme' concedes the alteration with a slight nod of her head. Looking as if he'd been slapped, Anakin steps back, letting his hand fall back to his side, shattered, struck hollow. Tears light in Padme's eyes, but, hardening her features, she holds them back. Nodding faintly in vague agreement, he turns away.

ANAKIN (cont.): Good night, Padme'.

Regretting every word spoken, Padme' watches him disappear into the darkness outside the fire's illumination, tears creating crystalline trails down her cheeks. ***

This last scene is minor, but since we find out later that Padme' heard Anakin having the nightmare, I think this would have been a much more effective way. Note, however, that I am ignoring my personal distaste for people speaking out loud while having nightmares. Also note that Anakin is not lying flat on his back with his arms at his side - who sleeps like that?

***

INT. NABOO RETREAT. ANAKIN'S ROOM - LATE

Anakin lies in his bed. Sweat-covered, his sheets twisted around him, he jerks fitfully in his sleep, his rest troubled by a nightmare.

ANAKIN (agitated, breathily): No...no...

He bolts awake, his eyes flashing open, his breathing ragged, terrified.

INT. NABOO RETREAT. CORRIDOR - CONTINUOUS

Anakin's frightened gasps stab through the quiet night air. Across the corridor, Padme's stands at her door in her nightgown, her hair down about her shoulders for the night, staring at the open door of Anakin's room. She listens in silent anguish to his fear. Then, she closes the door. ***



That's all. Thanks for listening. Please, review! I'd love to hear from you!