EXT. NABOO SWAMP - TWILIGHT

QUI-GON runs through the strange landscape, glancing back to see the

monstrous troop transports, emerging from the mist. Animals begin to run

past him in a panic.

The frog-like creature kisses the JEDI.

QUI-GON : Are you brainless?

THE FOOL : Yes.

QUI-GON starts to move off, and THE FOOL follows.

THE FOOL : No...no! Mesa stay...Mesa yous humble servaunt.

QUI-GON : That wont be necessary.

THE FOOL : Oh boot tis! Tis demunded byda guds. Tis a live debett, tis. Mesa

culled Tom Fulery.

In the distance, two STAPS burst out of the mist at high speed, chasing

OBI-WAN.

OBI-WAN and QUI-GON start to run away from THE FOOL.

They both stop.

QUI-GON : A city! Can you take us there?

A PULSATING SOUND is heard in the distance.

OBI-WAN : When they find us, they will crush us, grind us into little

pieces, then blast us into oblivion! Oh well.

EXT. NABOO SWAMP LAKE - TWILIGHT

QUI-GON and OBI-WAN run into a murky lake and stop.

QUI-GON : Much farther?

OBI-WAN: No.

QUI-GON and OBI-WAN pull out small capsule from their utility belts that

turn into breathing masks.

Breath masks on, QUI-GON and OBI-WAN wade in.

EXT. NABOO LAKE - UNDERWATER

QUI-GON and OBI-WAN swim into murky depths. In the distance the glow of Otoh

Gunga, an underwater city made up of large bubbles, becomes more distinct.

They approach the strange, art nouveau habitat.

INT. OTOH GUNGA - CITY SQUARE

GUNGANS in the square scatter when they see the strange JEDI. Four GUARDS

armed with long electro-poles ride two-legged KAADUS into the square. The

GUARDS, led by CAPTAIN TARPALS, point their lethal poles at the dripping

duo.

OBI-WAN: Hello there.

They are both taken away

INT. OTOH GUNGA - HIGH TOWER BOARD ROOM

The Bosses' Board Room has bubble walls, with small lighted fish swimming

around outside like moving stars. A long circular judge's bench filled with

GUNGAN OFFICIALS dominates the room. OBI-WAN and QUI-GON stand facing BOSS

NASS, who sits on a bench higher than the others.

OBI-WAN : After those droids take control of the surface, they will come

here and take control of you.

BOSS NASS : No, mesa no tink so. Mesa scant talkie witda Naboo, and no

nutten talkie it outlaunders. Dos mackineeks no comen here! Dey not know of

uss-en.

OBI-WAN : You and the Naboo form a symbiont circle. What happens to noe of

you will affect the other. You must understand this, you fool.

BOSS NASS : Nah.

QUI-GON : (waves his hand) Then speed us on our way.

BOSS NASS : Wesa gonna speed yousaway.

QUI-GON : We need a transport.

BOSS NASS : Wesa give yousa una bongo. Now go.

QUI-GON : Thank you for your help. We go in peace.

QUI-GON and OBI-WAN turn to leave.

OBI-WAN : Master, what is a malfunction?

QUI-GON : Gene from the Emoji movie.

The JEDI notice a fool in chains to one side, waiting to hear his verdict.

QUI-GON keeps on going.

OBI-WAN : We are short of time, Master.

QUI-GON : We'll need a navigator to get us through the planet's core. This

Gungan may be of help.

QUI-GON walks back to BOSS NASS.

QUI-GON : (cont'd) What is to become of this disgrace here?

BOSS NASS : Foolery brokeen the nocombackie law. Hisen to be pune-ished.

QUI-GON : I know he is a disgrace, but He has been a great help to us. I hope the punishment will not be too severe.

BOSS NASS : Pounded unto death.

THE FOOL : (grimacing) Oooooh...Ouch!

OBI-WAN looks concerned. QUI-GON is thinking.

QUI-GON : Your gods demand that his life belongs to me now.

BOSS NASS : Hisen live tis yos, outlauder. Begone wit him.

EXT. NABOO CITY - UNDERWATER - SUB (FX)

A strange little submarine propels itself away from the Otoh Gunga, leaving

the glow of the settlement in the distance.

INT. SUB COCKPIT - UNDERWATER

OBI-WAN in the co-pilots seat, the fool guides the craft.

OBI-WAN : Master, why do you keep dragging these pathetic life forms along

with us?...Here, take over.

THE FOOL : Hey, ho? Where wesa goen?

QUI-GON : You're the navigator.

THE FOOL : Yo dreamen mesa hopen...,br

QUI-GON : Just relax, the Force will guide us...

The fool veers the craft to the left and turns the lights on.

OBI-WAN : Why were you banished, Fool?

THE FOOL : Clumsy.

OBI-WAN : They banished you because you're clumsy? Seems about right.

As the little sub glides into the planet core, a large dark shape begins to

follow.

Suddenly there is a loud CRASH, and the little craft lurches to one side.

QUI-GON looks around and sees a huge, luminous OPEE SEA KILLER has hooked

them with its long gooey tongue.

QUI-GON : Full speed ahead.

Instead of full ahead, the fool jams the controls into reverse. The sub

flies into the mouth of the creature.

OBI-WAN : You clumsy fool, I'm going to call you 'Tom Foolery'

OBI-WAN takes over the controls and the OPEE SEA KILLER instantly releases

the sub from its mouth.

As the sub zooms away they see a larger set of jaws, munching on the

hapless KILLER.

INT. FEDERATION BATTLESHIP - BRIDGE

NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

NUTE : The invasion is on schedule, My Lord.

DARTH SIDIOUS : Good. I have the Senate bogged down in procedures. By the

time this incident comes up for a vote, they will have no choice but to

accept your control of the system.

NUTE : The Queen has great faith the Senate will side with her.

DARTH SIDIOUS : Queen Amidala is young and half-witted. You will find controlling

her will not be difficult. You have done well, Viceroy.

NUTE : Thank you, My Lord.

DARTH SIDIOUS fades away.

INT. SUB COCKPIT - UNDERWATER

The lights flicker on, revealing an ugly COLO CLAW FISH right in front of

them.

The large COLO CLAW FISH is surprised and rears back. The sub turns around

and speeds away.

TOM FOOLERY's eyes bulge, and he faints. The sub narrowly avoids the

deadly teeth of the AQUA MONSTER. The COLO CLAW FISH is munched in half by the larger predator. The little sub slips away.

QUI-GON : Head for that outcropping.

INT. NABOO LAKE - UNDERWATER - SUB (FX)

The little sub continue to propel itself toward the surface, which is

brightly lit.

EXT. THEED - ESTUARY - DAY

Paradise. Billowing clouds frame a romantic body of water. There is a LOUD

RUSH OF BUBBLES, and a small sub bobs to the surface.

The current in the estuary begins to pull the sub backward into a fast

moving river. OBI-WAN switches off the two remaining bubble canopies.

QUI-GON stands up to look around. Get this thing started.

OBI-WAN struggles until finally, a few feet short of the

waterfall, the sub starts and is able to generate enough power to stop

drifting backward in the powerful current. In the background, QUI-GON takes a cable out of his belt. The engine coughs and dies. They start drifting backward again.

QUI-GON shoots the thin cable, and it wraps itself around a railing on the

shore. The sub hangs precariously over the edge of the waterfall.

QUI-GON : Come on...

OBI-WAN climbs out of the sub and pulls himself along the cable. QUI-GON

starts in after him.

QUI-GON : (cont'd) Come on, TOM.

TOM FOOLERY starts to climb out of the sub. OBI-WAN is on shore and helps to

pull QUI-GON out of the water.

EXT. THEED - PALACE - DAY

The waterfalls of Theed sparkle in the noonday sun.

INT. THEED - PALACE THRONE ROOM - DAY

QUEEN AMIDALA, SIO BIBBLE, and FIVE OF HER HANDMAIDENS (EIRTAE, YANE,

PADME, RABE, SACHE) are surrounded by TWENTY DROIDS. CAPTAIN PANAKA and

FOUR NABOO GUARDS are also held at gunpoint. NUTE and RUNE stand in the

middle of the room.

BIBBLE : ...how will you explain this invasion to the Senate?

NUTE : The Naboo and the Federation will forge a treaty that will

legitimize our occupation here. I've been assured it will be ratified by

the Senate.

AMIDALA : I will not co-operate.

NUTE : Too bad.

The SERGEANT marches the GROUP out of the throne room.

EXT. PALACE - PLAZA - DAY

QUEEN AMIDALA, PADME, EIRTA, YANE, RABE, SACHE, CAPTAIN PANAKA, SIO

BIBBLE,

and FOUR GUARDS are led out of the palace by ten BATTLE -GON,OBI-WAN, and THE FOOL sneak across on a walkway above the plaza and jump from a balcony to begin an attack to rescue the QUEEN.

FOUR BATTLE DROIDS are instantly cut down by our savior QUI-GON.

QUEEN AMIDALA and the OTHERS are amazed.

QUI-GON : Your Highness, we are the Ambassadors, for the Supreme

Chancellor. Your Highness, we must make

contact with the republic.

CAPTAIN PANAKA steps forward.

CAPT. PANAKA : They've knocked out all our communications.

QUI-GON : Do you have transports?

CAPT. PANAKA : In the main hanger. This way.

THEY disappear down an alleyway as the ALARMS are sounded

INT. CENTRAL HANGER - HALLWAY - DAY

CAPT. PANAKA : There are too many of them.

QUI-GON : That won't be a problem. (to Amidala) Your Highness, under the

circumstances, I suggest you come to Coruscant with us.

AMIDALA : Thank you, Ambassador, but my place is here with my people.

QUI-GON : They will kill you if you stay.

BIBBLE : They wouldn't dare.

QUI-GON : The situation here is not what it seems. There is something else

behind all this, Your Highness. My feelings tell me they will destroy you.

BIBBLE : Please, Your Highness, reconsider. Our only hope is for the Senate to side with us... Senator Palpatine will need your help.

CAPT. PANAKA :Any attempt to escape will be dangerous.

BIBBLE : Your Highness, you must leave...

QUI-GON : If you are to leave, Your Highness, it must be now.

AMIDALA : Then, I will plead our case before the Senate. (to Bibble) Be

careful, Governor.

INT. CENTRAL HANGER - DAY

The door opens to the main hanger. OBI-WAN and the squad followed by QUEEN AMIDALA, head for a sleek chrome spacecraft. SIO BIBBLE, YANE and SACHE stay behind. The HANDMAIDENS begin to cry.

CAPT. PANAKA : We need to free those pilots.

OBI-WAN : I'll take care of that. OBI-WAN heads toward the group of

captured pilots.

QUI-GON and the QUEEN, CAPTAIN PANAKA, TOM FOOLERY, and the rest of the GROUP

approach the GUARDS at the ramp of the Naboo craft.

GUARD DROID : Where are you going?

QUI-GON : None of your beeswax.

DROID GUARD : You're under arrest!

The DROID GUARD draws his weapon, but before any of the DROIDS can fire, they are cut down. OBI-WAN, the FREED PILOTS (including RIC OLIE), GUARDS and GROUND CREW MEMBERS rush on board the ship. After everyone has made it onto the ship, QUI-GON jumps on board.

EXT. THEED - HANGER ENTRY - DAY (FX)

The ship exits the hanger. BATTLE DROIDS standing in the hanger shoot at

them.

EXT. SPACE (FX)

The sleek spacecraft speeds away from the planet of Naboo and heads for the

deadly Federation blockade.

INT. NABOO SPACECRAFT - COCKPIT

RIC OLIE : ...our communications are still jammed.

INT. NABOO SPACECRAFT - DROID HOLD

THE FOOL is led into a low, cramped doorway by OBI-WAN.

OBI-WAN : Now stay here, and keep out of trouble.

OBI-WAN closes the door. TOM FOOLERY looks around and sees a long row of five

short, dome-topped ASTRO DROIDS (R-2 units). The all look alike, except for

thier paint color, and they all seem to be shut down.

THE FOOL taps a bright red R-2 UNIT on the head, and its head pops up a bit.

He lets out a gasp as he lifts the head.

RIC OLIE : Powers back! That little droid bypassed the main power drive. Deflector shield up, at maximum.

The lone BLUE DROID finishes his repairs and goes back into the ship. The

Naboo spacecraft races away from the Federation battleship.

RIC OLIE : There's not enough power to get us to Coruscant...the hyperdrive

is leaking.

QUI-GON : We'll have to land somewhere to refuel and repair the ship.

QUI-GON studies a star chart on a monitor.

OBI-WAN : Here, Master. Tatooine... It's small, out of the way, poor... The

Trade Federation has no presence there.

CAPT. PANAKA : How can you be sure?

QUI-GON : It's controlled by the Hutts...

CAPT. PANAKA : The Hutts?

OBI-WAN : It's risky...but there's no alternative.

CAPT. PANAKA : You can't take Her Royal Highness there! The Hutts are

gangsters... If they discovered her...

QUI-GON : ...It would be no different than if we landed on a system

controlled by the Federation...except the Hutts aren't looking for her,

which gives us an advantage.

CPATAIN PANAKA takes a deep breath in frustration.

EXT. SPACE - NABOO SPACECRAFT (FX)

The Naboo spacecraft races away.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

NUTE and RUNE sit around a conference table with a hologram of DARTH

SIDIOUS.

NUTE : We control all the cities in the North and are searching for any

other settlements...

DARTH SIDIOUS : Destroy all high-ranking officials,

Viceroy...slowly...quietly. And Queen Amidala, has she signed the treaty?

NUTE : She has disappeared, My Lord. One Naboo cruiser got pat the

blockade.

DARTH SIDIOUS : Viceroy, find her! I want that treaty signed.

NUTE : My Lord, it's impossible to locate the ship. It's out of our range.

DARTH SIDIOUS : ...not for a Sith...

A second SITH LORD appears behind DARTH SIDIOUS.

DARTH SIDIOUS : (Cont'd) ...Viceroy, this is my apprentice. Lord Maul. He

will find your lost ship.

NUTE : Yes, My Lord. The hologram fades off.

NUTE : (Cont'd) This is getting out of hand...now there are two of them.

RUNE : We should not have made this bargain. What will happen when the Jedi

become aware of these Sith Lords?

INT. NABOO SPACECRAFT - QUEENS CHAMBERS

QUI-GON, OBI-WAN, CAPTAIN PANAKA, and the LITTLE BLUE DROID stand before

QUEEN AMIDALA and her THREE HANDMAIDENS, PADME, EIRTAE and RABE.

CAPT. PANAKA : ...An extremely well put together little droid. Without a

doubt, it saved the ship, as well as our lives.

AMIDALA : It is to be commended...what is its number?

The LITTLE BLUE DROID lets out a series of PANAKA leans over

and scrapes some dirt off of the side of the DROID and read the number:

CAPT. PANAKA : R2-D2, Your Highness.

AMIDALA : Thank you, Artoo Detoo. You have proven to be very loyal...Padme!

PADME bows before the QUEEN.

AMIDALA : (Cont'd) Clean this droid up the best you can. It deserves our

gratitude...(to Panaka) Continue, Captain.

CAPTAIN PANAKA looks nervously to OBI-WAN and QUI-GON.

QUI-GON : Your Highness, we are heading for a remote planet called Tatooine.

It is a system far beyond the reach of the Trade Federation. There we will

be able to make needed repairs, then travel on to Coruscant.

CAPTAIN PANAKA : Your Highness, Tatooine is very dangerous. It's controlled

by an alliance of gangs called the Hutts. I do not agree with the Jedi on

this.

QUI-GON : You must trust my judgement, Your Highness.

AMIDALA and PADME exchange looks. PADME moves next to the DROID.

INT. NABOO SPACECRAFT - MAIN AREA

PADME sits in the Main Area, cleaning R2-D2, the brave little Astra Droid.

TOM FOOLERY pops out of an open door.

TOM FOOLERY : Hidoe!

TOM FOOLERY hands PADME an oil can.

TOM FOOLERY : Mesa Tom Foolery.

PADME : I'm Padme, I attend Her Hiney, You're a fool, aren't you? (Tom nods) How did you end up here with us?

TOM FOOLERY : Jedi fell from sky on meh

INT. ANBOO SPACECRAFT - COCKPIT

OBI-WAN, QUI-GON, and CAPTAIN PANAKA watch over RIC OLIE'S shoulder. A

large yellow planet appears directly ahead. RIC OLIE searches his scopes.

OBI-WAN : Tahyt's it. Tatooine.

RIC OLIE : There's a settlement...a spaceport, looks like.

QUI-GON : Land near the outskirts. We don't want to attract any attention.

EXT. TATOOINE - SPACE (FX)

The ship heads toward the planet of Tatooine.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY (FX)

The Naboo spacecraft lands in the desert in a swirl of dust. The spaceport

of Mos Espa is seen in the distance.

EXT. NABOO SPACECRAFT - MAIN AREA

OBI-WAN is hoisting the hyperdrive out of a floor panel. TOM FOOLERY rushes up

to him and falls to his knees.

TOM FOOLERY : Obi-Wan, sire, pleeese, no mesa go!

OBI-WAN : Sorry, Qui-Gon's right. You'll make things less obvious.

TOM FOOLERY walks back to ARTOO in the hallway as QUI-GON (dressed as a farmer)

enters the main area.

OBI-WAN : (Cant'd) The Hyperdrive generator is gone. We will need a new

one.

QUI-GON moves closer to OBI-WAN and speaks quietly to him.

QUI-GON : Don't let them send ant transmissions. Be wary...I sense a

disturbance in the Force.

OBI-WAN : I fell it also, Master.

QUI-GON goes into the hallway to meet up with ARTOO and TOM FOOLERY. They head

to the exit ramp.

EXT. TATOOINE - DESERT - SPACESHIP - DAY

They start their trek across the desert toward the city of Mos Espa. In the

distance, a strange looking caravan makes its way toward the spaceport.

TOM FOOLERY : Dis sun doen murder tada skin.

From the spaceship, CAPTAIN PANAKA and PADME run toward them.

CAPT. PANAKA : Wait!

QUI-GON stops as they catch up. PADME is dresses in rough peasant's garb.

CAPT. PANAKA : (Cont'd) Her Highness commands you to take her handmaiden

with you. She wishes for her to observe the local...

QUI-GON : No more commands from Her Highness today, Captain. This spaceport

is not going to be pleasant...

CAPT. PANAKA : The Queen wishes it. She is curious about this planet.

PADME : I've been trained in defense... I can take care of myself.

CAPT. PANAKA : Don't make me go back and tell her you refuse.

QUI-GON : I don't have time to argue. But this is not a good idea. Stay

close to me.

He gives PADME a stern look.

EXT. MOS ESPA - STREET - DAY

The little GROUP walks down the main street of Mos Espa. They pass

dangerous looking citizens of all types. PADME looks around in awe at this

exotic enviroment.

QUI-GON : ...moisture farms for the most part, but also a few indigenous

tribes and scavengers. The few spaceports like this one are havens for

those who do not wish to be found...

PADME : ...like us. TOM FOOLERY is in a constant state of panic.

ARTOO whistles along, with perfect confidence.

TOM FOOLERY : Dissen berry berry bad. (steps in ooze)

Ooooh...icky...icky...goo.

EXT. MOS ESPA - JUNK DEALER PLAZA - DAY

The GROUP comes to a little plaza surrounded by several junk spaceship

dealers.

QUI-GON : We'll try one of the smaller dealers.

They head for a little junk shop that has a huge pile of broken spaceships

stacked up behind it.

INT. WATTO'S JUNK SHOP - DAY

QUI-GON, TOM FOOLERY, PADME, and ARTOO enter the dingy junk shop and are

greeted by WATTO, a pudgy blue alien who flies on short little wings like a

hummingbird.

WATTO : (subtitled) Hi chuba da naga? (What do you want?)

QUI-GON : I need parts for a J-type 327 Nubian.

WATTO : Ah yes, ah yes. Nubian. We have lots of that. What kinda junk?

(subtitled) Peedenkel! Naba dee unko (Boy, get in here! Now!)

QUI-GON : My droid here has a readout of what I need.

A disheveled boy, TWERP SKYWALKER, runs in from the junk yard. He is about

nine years old, very dirty, and dressed in rags. WATTO raises a hand, and

TWERP flinches.

WATTO : (subtitled) Coona tee-tocky malia? (What took you so long?)

TWERP : (subtitled) Mel tassa cho-passa... (I was cleaning the bin like

you...)

WATTO : (subtitled) Chut-Chut! Ganda doe wallya. (Never mind! Watch the

store) Me dwana no bata. (I've got some selling to do here.) (to Gui-Gon)

Soooo, let me take- a thee out back. Ni you'll find what you need.

ARTOO and QUI-GON follow WATTO toward the junk yard, leaving TOM FOOLERY with

PADME and the young boy TWERP. TOM FOOLERY picks up a gizmo, trying to figure

out its purpose. QUI-GON takes the part out of his hand and puts it back.

QUI-GON : Don't touch anything.

TOM FOOLERY makes a rude face to QUI-GON's back and sticks out his long tongue.

TWERP sits on the counter, pretending to clean a part, staring at PADME.

She is the most beautiful creaure he has ever seen in his life. PADME is a

little embarrassed by his stare, but she musters up an amused smile.

Finally, he gets the courage to speak.

TWERP : Are you an angel?

PADME : What?

TWERP : An angel. I've heard the deep space pilots talk about them. They

live on the Moons of Iego I thimk. They are the most beautiful creatures in

the universe. They are good and kind, and so pretty they make even the most

hardened spice pirate cry.

PADME looks at him, not knowing what to say. PADME : I've never heard of

angels.

TWERP : You must be one...maybe you just don't know it.

PADME : You're a funny little boy. How do you know so much?

TWERP : Since I was very little, three, I think. My Mom and I were sold to

Gardulla the Hutt, but she lost us, betting on the Podraces, to Watto,

who's a lot better master than Gardulla, I think.

PADME : You're...a slave?

TWERP looks at PADME defiantly.

TWERP : I am a person! My name is Anakin the Twerp.

PADME : I'm sorry. I don't fully understand. (looking around)This is a

strange world to me.

TWERP studies her intently.

TWERP : You are a strange girl to me.

TOM FOOLERY pushes the nose on what appears to be a LITTLE DROID, and it

instantly comes to life, grows legs and arms, and starts marching around,

knocking over everything. TOM FOOLERY hold on but can't stop it.

TWERP : (Cont'd) Hit the nose!

TOM FOOLERY hits the nose, and the DROID collapses back into its original

state. TWERP and PADME laugh. TWERP watches PADME straighten her hair.

EXT. WATTO'S JUNK YARD - BEHIND SHOP - DAY

WATTO reads a small portable monitor he is holding. He stands before a

hyperdrive.

WATTO : ...Here it is...a T-14 hyperdrive generator! Thee in luck, I'm the

only one hereabouts who has one...but thee might as well buy a new ship. It

would be cheaper, I think...Sying of which, how's thee going to pay for all

this?

QUI-GON : I have 20,000 Republic dataries.

WATTO : Republic credits?! Republic credits are no good out here. I need

something more real...

QUI-GON : I don't have anything else. (raising his hand) But credits will

do fine.

WATTO : No they won'ta. QUI-GON, using his mind power, waves his hand

again.

QUI-GON : Credits will do fine.

WATTO : No, they won'ta. What you think you're some kinda Jedi, waving your

hand around like that? I'm a Toydarian. Mind tricks don'ta work on me-only

money. No money, no parts! No deal! And no one else has a T-14 hyperdrive,

I promise you that.

INT. WATTO'S JUNK SHOP - DAY

TOM FOOLERY pulls a part out of a stack of parts to inspect it, and they all

come tumblimg down. He struggles to catch them, only to knock more down.

TWERP and PADME are oblivious.

TWERP : ...wouldn't have lasted long if I weren't so good at fixing

things. I'm making my own droid...

QUI-GON hurries into the shop, followed by ARTOO. QUI-GON : We're leaving.

TOM FOOLERY follows QUI-GON. PADME gives TWERP a loving look.

PADME : I'm glad I met you,...ah...

TWERP : ...Twerp.

PADME : Twerp.

TWERP : Twerp Skywalker.

PADME : Padme Naberrie.

PADME turns, and TWERP looks sad as he watches her leave.

TWERP : I'm glad I met you too.

WATTO enters the junk yard, shaking his head.

WATTO : Outlanders! They think because we live so far from the center, we don't

know nothing.

TWERP : They seemed nice to me.

WATTO : Clean the racks, then you can go home.

TWERP lets out a "yipee" and runs out the back.

EXT. MOS ESPA - STREET - ALCOVE - DAY

QUI-GON, ARTOO, TOM FOOLERY, and PADME have found a quiet spot between two

buildings. The busy street beyond is filled with dangerous looking

creatures. QUI-GON is talking on his com-link, while TOM FOOLERY nervously

watches the street. OBI-WAN is in the main hold of the Naboo craft.

QUI-GON : ...Obi-Wan, you're sure there isn't anything of value left on

board?

OBI-WAN : (V.O) A few containers of supplies, the Queen's wardrobe, maybe.

Not enough for you to barter with. Not in the amounts you're talking

about.

QUI-GON : All right. Another solution will present itself. I'll check back.

QUI-GON puts his comlink away and starts out into the main street. TOM FOOLERY

grabs his arm.

TOM FOOLERY : Noah gain...da beings hereabouts cawazy. Wesa be robbed un

crunched.

QUI-GON : Not likely. We have nothing of value, that's our problem.

EXT. MOS ESPA - STREET - MARKET - DAY

QUI-GON, PADME, TOM FOOLERY, and ARTOO move out into the street. TOM FOOLERY is

walking behind the others. They walk by an outdoor cafe filled with a rough

gang of aliens, one of which is especially ugly, SEBULBA, a spider-like

creature. TOM FOOLERY stops for a moment in front of a stall selling dead frogs

hanging on a wire. He looks around to see if anyone is looknig, then sticks

out his tongue, and gets hold of one, pulling it into his mouth.

Unfortunately, the frog is tied tightly to the wire. The vendor suddenly

appears.

VENDOR : Hey, that will be seven truguts!

TOM FOOLERY opens his mouth in surprise, and the frog snaps away, ricochets

around the market, and lands in Sebulba's soup, splashing him. As TOM FOOLERY

moves away from the VENDOR, SEBULBA jumps up on the table and grabs the

hapless Gungan.

SEBULBA : (subtitled) Chuba! (You!) TOM FOOLERY : Who, mesa? SEBULBA :

(subtitled) Ni chuba na? (Is this yours?)

SEBULBA holds the frog up to the Gungan threateningly. SEVERAL OTHER

CREATURES start to gather. SEBULBA shoves TOM FOOLERY to the ground. The Gungan

desperately tries to scramble to safety.

TOM FOOLERY : (to himself) Why mesa always da one?

TWERP : (V.O) Because you're a fool.

TOM FOOLERY turns to see TWERP pushing his way next to him. The boy stands up

to SEBULBA in a very self-assured way.

TWERP : (subtitled) Chess ko, Sebulba...Coo wolpa tooney rana. (Careful,

Sebulba...This one's very connected.)

SEBULBA stops his assault on TOM FOOLERY and turns to TWERP.

SEBULBA : (subtitled) Tooney rana nu pratta dunko, shag. (Connected? Whada

you mean, slave?)

TWERP : (subtitled) Oh da Hutt...cha porko ootman geesa...me teesa rodda

co pana pee choppa chawa. (As in Hutt...big time outlander, this one... I'd

hate to see you diced before we race again.)

SEBULBA : (subtitled) Neek me chowa, wermo, mo killee ma klounkee(Next time

we race, wermo, it will be the end of you!) Una noto wo shag, me wompity du

pom pom. (If you weren't a slave, I'd squash you right now.)

SEBULBA turns away.

TWERP : (subtitled) Eh, chee bana do mullee ra. (Yeah, it'd be a pity if

you had to pay for me.)

QUI-GON, PADME and ARTOO arrive.

TWERP : (Cont'd) Hi! Your buddy here was about to be turned into orange

goo. He picked a fight with a Dug. An especially dangerous Dug called

Sebulba.

TOM FOOLERY : Nosir, nosir. Mesa hate crunchen. Dat's da last ting mesa wanten.

QUI-GON : Nevertheless, the boy is right...you were heading for trouble.

Thank you, my young friend.

PADME looks at TWERP and smiles; he smiles back. They start walking down

the crowded street.

TOM FOOLERY : Mesa doen nutten!

TWERP : Fear attracts the fearful. He was trying to overcome his fear by

squashing you...be less afraid.

PADME : And that works for you.

TWERP : To a point. (he smiles)

EXT. TATOOINE - DESERT - SPACESHIP - DAY

OBI-WAN stands in front of the Naboo spacecraft as the wind picks up and

begins to whip at his robe. CAPTAIN PANAKA exits the ship and joins him.

OBI-WAN : This storm's going to slow them down.

CAPT. PANAKA : It looks pretty bad. We'd better seal the ship.

CAPTAIN PANAKA'S comlink sounds off.

CAPT. PANAKA : (Cont'd) Yes? CAPT. PANAKA : We'll be right there.

EXT. MOS ESPA - STREET - FRUIT STAND - DAY

TWERP and the GROUP stop at a fruit stand run by a jolly, but very poor,

old lady named JIRA.

TWERP : How are you feeling today, Jira?

JIRA : The heat's never been kind to me, you know, Twerpie!

TWERP : Guess what? I've found that cooling unit I've been searching for.

It's pretty beat up, but I'll have it fixed up for you in no time, I

promise.

JIRA : You're a fine boy, Twerpie.

TWERP : I'll take four pallies today. (to Padme) You'll like these...

TWERP reaches in his pocket and comes up with three coins. He drops one.

QUI-GON picks it up, revealing for a moment, his lightsaber.

TWERP : (Cont'd) Whoops, I thought I had more...Make that three, I'm not

hungry.

The wind picks up. SHOP OWNERS are starting to close up their shops as JIRA

gives them their pallies.

JIRA : Gracious, my bones are aching...storm's coming on, Twerpie. You'd

better get home quick.

TWERP : (to QUI-GON) Do you have shelter?

QUI-GON : We'll hed back to our ship.

TWERP : Is it far?

PADME : On the outskirts.

TWERP : You'll never reach the outskirts in time...sandstorms are very,

very dangerous. Come with me. Hurry!

The GROUP follows TWERP as he rushes down the windy street.

EXT. MOS ESPA - SLAVE QUARTERS - STREET - SANDSTORM - DAY

The wind is blowing hard as QUI-GON, TOM FOOLERY, and PADME follow TWERP down

the street and into a slave hovel.

INT. TWERP SHOVEL - MAIN ROOM - DAY

QUI-GON, TOM FOOLERY, ARTOO, and PADME enter a small living space.

TWERP : Mom! Mom! I'm home.

TOM FOOLERY : Dissen cozy.

Twerp's mother, SUSAN SKYWALKER, a warm, friendly woman of forty, enters

from her work area and is startled to see the room full of people.

SUSAN : Oh, my! Twerpie, what's this?

TWERP : These are my friends, Mom. This is Padme, and...gee, I don't know

any of your names.

QUI-GON : I'm Qui-Gon Jinn, and this is Tom Foolery. ARTOO lets out a

little beep.

PADME : ...and our droid, Artoo-Detoo.

TWERP : I'm building a droid. You wanna see?

SUSAN : Twerp! Why are they here?

TWERP : A sandstorm, Mom. Listen.

The wind HOWLS outside.

QUI-GON : Your son was kind enough to offer us shelter.

TWERP : Come on! Let me show you Threepio!

TWERP leads PADME into the other room. ARTOO follows, beeping all the way.

QUI-GON takes five small capsules from his utility belt and hands them to

SUSAN.

QUI-GON : I have enough food for a meal.

SUSAN : Oh, thank you. Thank you so much. I'm sorry if I was abrupt. I'll

never get used to Twerp's surprises.

QUI-GON : He's a very special boy. SUSAN looks at him as if he's discovered

a secret.

SUSAN : Yes, I know.

INT. TWERP'S HOVEL - BEDROOM - DAY

TWERP shows off his ANDROID, which is lying on his workbench. There is one

eye in the head; the body, arms, and legs have no outer coverings.

TWERP : Isn't he great?! He's not finished yet.

PADME : He's wonderful!

TWERP : You really like him? He's a protocol droid...to help Mom. Watch!

TWERP pushes a switch, and the DROID sits up. Twerp rushes around, grabs

an eye and puts it in one of the sockets.

THREEPIO : How do you do, I am See-Threepio, Human Cyborg Relations. How

might I serve you?

PADME : He's perfect.

TWERP : When the storm is over, you can see my racer. Oh, and can you tell Obi-wan that I am a good pilot and that the Force is strong with me. Also that he should train me to be a Jedi. I bet he could train me just as good as yoda, who I haven't met yet.

PADME: Yes.

PADME smiles at his enthusiasm. ARTOO lets out a flurry of beeps and

whistles.

THREEPIO : I beg your pardon...what do you mean I'm naked?

ARTOO BEEPS

THREEPIO : (Cont'd) My parts are showing? Oh, my goodness. How

embarrassing!

INT. NABOO SPACECRAFT - QUEENS CHAMBERS

AMIDALA, EIRTAE, RABE, and OBI-WAN watch a very bad transmission of a SIO

BIBBLE hologram.

BIBBLE : ...cut off all food supplies until you return...the death toll is

catastrophic...we must bow to their wishes, Your Highness...Please tell us

what to do! If you can hear us, Your Highness, you must contact me...

AMIDALA looks upset...almost nervous.

OBI-WAN : It's a trick. Send no reply... Send no transmission of any kind.

INT. TWERP'S HOVEL - MAIN ROOM - DAY

QUI-GON listens to his comlink. OBI-WAN is in the cockpit.

OBI-WAN : ...the Queen is upset...but absolutly no reply was sent.

QUI-GON : It sounds like bait to establish a connection trace.

OBI-WAN : What if it is true and the people are dying?

QUI-GON : Either way, we're running out of time.

EXT. CORUSCANT - BALCONY OVERLOOKING CITY - NIGHT

DARTH SIDIOUS and DARTH MAUL look out over the vast city.

DARTH MAUL : Tatooine is sparsely populated. If the trace was correct, I

will find them quickly, Master.

DARTH SIDIOUS : Move against the Jedi first...you will then have no

difficulty taking the Queen back to Naboo, where she will sign the treaty.

DARTH MAUL : At last we will reveal ourselves to the Jedi. At last we will

have revenge.

DARTH SIDIOUS : You have been well trained, my young apprentice, they will

be no match for you unless you suck as a bad guy. The Republic will soon be in my command.

The hologram of DARTH MAUL fades off as DARTH SIDIOUS looks out over the

city. EXT. MOS ESPA - SANDSTORM - DAY

The giant sandstorm engulfs the town, including the Naboo spaceship on the

outskirts of the city center, where Watto's ship is; and the slave

quarters, where drifts of sand begin building up against Twerp's house.

INT. TWERP'S HOVEL - MAIN ROOM - DAY

QUI-GON, TWERP, SUSAN, TOM FOOLERY, and PADME are seated around a makeshift

table, having dinner as the wind howls outside.

SUSAN : All slaves have transmitters placed inside their bodies somewhere.

TWERP : I've been working on a scanner to try and locate them, but no

luck.

SUSAN : Any attempt to escape...

TWERP : ...and they blow you up...poof!

PADME : Well, maybe the galaxy will be better that way. *Under her breath* Or at least I will

TOM FOOLERY: How wude.

SUSAN : The Republic doesn't exist out here...we must survive on our own.

An awkward silence. TWERP attempts to end the embarrassment.

TWERP : I...I was wondering...something...

QUI-GON : What?

TWERP : Well, ahhh...you're a Jedi Knight, aren't you?

QUI-GON : What makes you think that?

TWERP : I saw your laser sword. Only Jedi carry that kind of weapon.

QUI-GON leans back and slowly smiles.

QUI-GON : Perhaps I killed a Jedi and stole it from him.

TWERP : I don't think so... No one can kill a Jedi Knight.

QUI-GON : I wish that were so...

TWERP: I had a dream I was a Jedi. I came back here and freed all the

slaves...have you come to free us?

QUI-GON : No, I'm afraid not...

TWERP : I think you have...why else would you be here?

QUI-GON thinks for a moment.

QUI-GON : I can see there's no fooling you...(leans forward) You mustn't

let anyone know about us...we're on our way to Coruscant, the central

system in the Republic, on a very important mission, and it must be kept

secret.

TWERP : Coruscant...wow...how did you end up here in the outer rim?

PADME : Our ship was damaged, and we're stranded here until we can repair

it.

TWERP : I can help! I can fix anything!

QUI-GON : I believe you can, but our first job is to aquire the parts we need...

TOM FOOLERY : Wit no-nutten mula to trade.

PADME : These junk dealers must have a weakness of some kind.

SUSAN : Gambling. Everything here revolves around betting on those awful

races.

QUI-GON : Podracing... Greed can be a powerful ally.. if it's used

properly.

TWERP : I've built a racer! It's the fastest ever...There's a big race

tomorrow, on Boonta Eve. You could enter my pod. It's all but finished...

SUSAN : Twerp, settle down. Watto won't let you...

QUI-GON looks to SUSAN. She is upset.

SUSAN : I don't want you to race, Twerpie...It's awful. I die every time Watto

makes you do it.

TWERP : But Mom, I love it...and they need help...they're in trouble. The

prize money would more than pay for the parts they need.

QUI-GON : Your mother's right. Is there anyone friendly to the Republic who

might be able to help us?

SUSAN shakes her head no.

TWERP : We have to help them, Mom...you said that the biggest problem in

the universe is no one helps each other...

SUSAN : Twerpie, don't be a whiny little brat. You're the source of all my misery. Go to your room.

The storm continues to rage outside the slave hovel.

EXT. MOS ESPA - JUNK DEALER PLAZA - DAY

The storm has passed. VENDORS and STREET PEOPLE clean up the mess and

rebuild their food stalls. TOM FOOLERY sits on a box in front of Watto's parts

shop, watching all the activity with growing nervousness. ARTOO is standing

next to him. PADME stops QUI-GON as he is about to enter the shop.

QUI-GON turns and starts into the shop.

INT. WATTO'S JUNK SHOP - DAY

QUI-GON : It's in good order, except for the parts we need.

EXT. NABOO SPACECRAFT - TATOOINE DESERT - DAY

OBI-WAN stands outside the Naboo spacecraft, speaking into his comlink.

QUI-GON is on the back porch of the hovel.

OBI-WAN : What if this plan fails, Master? We could be stuck here for a

long time.

QUI-GON : (V.O) A ship without a power supply will not get us anywhere. Good thing we have this.

QUI-GON reveals all the parts necessary to fix the ship.

OBI-WAN: Where did you get the money for the parts?

QUI-GON: The Force.

PADME, TWERP, TOM FOOLERY, and ARTOO work on the engines of the Podracer in

the courtyard below.

QUI-GON : You should be proud of your son. He gives without any thought of

reward.

SUSAN : He knows nothing of greed. But he is a little bratty.

QUI-GON : He can see things before they happen. That's why he appears to

have such quick reflexes. It is a Jedi trait.

SUSAN : He deserves better than a slave's life.

QUI-GON : The Force is unusually strong with him, that much is clear. Who

was his father?

SUSAN : There was no father, that I know of...I carried him, I gave him

birth...I can't explain what happened. Can you help him?

QUI-GON : I'm afraid not. Had he been born in the Republic, we would have

identified him early, and he would have become Jedi, no doubt...he has the

way. But it's too late for him now, he's too old. But, I am going to have Obi-Wan

train him anyway.

EXT. MOS ESPA - SLAVE QUARTERS - BACKYARD - DAY

WALD : (subtitled) Twerpie, Jesko na joka. You are such a joke, Twerpie.)

SEEK : Come on, let's go play ball. Twerpie, you're gonna be

bug squash.

SEEK, WALD, and AMEE take off, laughing.

KITSTER : But you don't even know if this thing will run.

TWERP : It will.

QUI-GON approaches the GROUP and gives TWERP a small battery. TOM FOOLERY gets

his hand caught in the afterburner and tries to tell Twerp.

TWERP: Tom, what are you doing?

TOM FOOLERY: Mesa being a fool.

EXT. MOS ESPA - SLAVE QUARTERS - PORCH - DAY

SUSAN, watching from the porch, smiles sadly.

EXT. SLAVE QUARTERS - BALCONY - NIGHT

QUI-GON scrapes TWERP's blood onto a comlink chip.

TWERP : What are you doing?

QUI-GON : Checking your blood for infections.

TWERP : I've never seen...

SUSAN : (O.S.) Twerpie! I'm not going to tell you again, you little twerp!

QUI-GON : Go on, you have a big day tomorrow. (beat) Goodnight.

TWERP rolls his eyes and runs into the hovel.

EXT. TATOOINE - DESERT MESA - NIGHT

The sinister looking Sith spacecraft lands on top of a desert mesa at dus,

scattering a herd of banthas. DARTH MAUL walks to the edge of the mesa and

studies the landscape with a pair of electrobinoculars. He picks out the

lights of three different cities in the distance, then pushes buttons on

his electronic armband.

Six football-sized PROBE DROIDS float out of the ship and head off in three

different directions toward the cities.

DARTH MAUL stands on the mesa and watches them through his

electrobinoculars.

EXT. MOS ESPA - SLAVE QUARTERS - PORCH - SUNRISE

Padme exits the hovel.

EXT. MOS ESPA - SLAVE QUARTERS - BACK YARD - SUNRISE

QUI-GON approaches WATTO.

QUI-GON : I would like to give you my Pod in exchange for the boy and his mother.

WATTO : No Pod's worth two slaves...not by a long shot...one slave or nothing.

QUI-GON : The boy, then...

WATTO pulls out a small cube from his pocket.

WATTO : We'll let fate decide. Blue it's the boy, red his mother...

WATTO tosses the cube down. QUI-GON lifts his hand slightly; it turns blue.

QUI-GON smiles. WATTO is angry.

WATTO : (Cont'd) You won the small toss, outlander, but the boy was useless. It will make little difference.

WATTO : (Cont'd) (subtitled) Bonapa keesa pateeso, o wanna meetee chobodd.

(Better stop your friends, or I'll end up owning him, too.)

WATTO walks off, laughing.

TWERP : What did he mean by that?

QUI-GON : I'll tell you later.

EXT. MOS ESPA - STREET - DAY

One of Darth Maul's PROBE DROIDS slowly floats down the main street of

Tatooine. It looks in shops and studies PEOPLE as it searches for OBI-WAN,

QI-GON, or the QUEEN.

EXT. MOS ESPA - DESERT RACE ARENA - DAY

An EXTREME HIGH WIDE ANGLE reveals a vast arena in the Tatooine desert. A

large semi-circular amphitheatre that holds at least a hundred thousand

people dominates the landscape. Large viewing platforms loom over the

racetrack. INT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)

EXT. MOS ESPA - DESERT RACE ARENA - DAY

SUSAN gives TWERP a big hug and kiss. She looks him right in the eye.

SUSAN : Be safe.

TWERP : I will, Mom. I promise.

TOM FOOLERY: Mesa Tom Foolery.

FANTA : Bug off.

The SITH PROBE DROID watches with great interest.

INT. MOS ESPA - ARENA - MAIN HANGER - DAY

TOM FOOLERY gives TWERP a great hug, then PADME gives him a hug, then SUSAN.

TWERP : Ah, gee...enough of this...

SUSAN : It's so wonderful, Twerpie. You have brought hope to those who have

none. I'm so very proud of you...

PADME : We owe you everything.

TWERP : Just feeling this good was worth it.

QUI-GON : Padme. Tom Foolery, let's go, we've got to get these parts back to

the ship.

The GROUP walks over to QUI-GON and the EOPIES.

PADME climbs on behind QUI-GON. TOM FOOLERY swings up onto the second EOPIE,

only to slwly slide off the other side. ARTOO whistles. TWERP and SUSAN

wave as they ride off.

QUI-GON : (Cont'd) I'll return the eopies by midday.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

ARTOO cruises ahead of QUI-GON and PADME, who are riding one of the EOPIES;

TOM FOOLERY rides the other. They stop in front of the sleek Naboo spacecraft.

OBI-WAN comes out of the ship and joins them.

QUI-GON : Start getting this hyperdrive generator installed. I'm going

back...some unfinished business. I won't be long.

OBI-WAN : Why do I sense we've picked up another pathetic life form...?

QUI-GON : That's because we just did.

On a hill far overlooking the Naboo spacecraft, the SITH PROBE DROID turns

and speeds away.

EXT. TATOOINE - STREET - SLAVE QUARTERS - DAY

Suddenly, a long shadow is cast over the TWERP. QUI-GON is towering above them.

QUI-GON : Come.

TWERP : Ok.

QUI-GON moves off down the street. Twerp follows. The GREEDO wanders over

to WALD who has been watching the goings-on.

WALD : Keep this up, Greedo, and you're gonna come to a bad end.

Farther down the street QUI-GON and TWERP head toward Twerp's hovel.

QUI-GON takes a handful of credits from beneath his poncho and hands them

to the boy.

QUI-GON : These are yours. We sold the Pod.

TWERP : (suddenly beaming) Yes!

INT. TWERP'S HOVEL - MAIN ROOM - DAY

SUSAN is cleaning up as TWERP bursts through the door, followed by QUI-GON.

TWERP : Mom, he sold the Pod. Look at all the money we have!

TWERP pulls a bag of coins out of his pocket.

SUSAN : That's wonderful.

QUI-GON : And Twerp has been freed.

TWERP : What?!

QUI-GON : You're no longer a slave.

TWERP jumps for joy!

TWERP : Did you hear that, Mom?

QUI-GON : Let's just say Watto has learned an important lesson about

gambling.

SUSAN : Now you can make your dreams come true, Twerpie. You're free! (turns

to Qui-Gon) Will you take him with you? Is he to become a Jedi?

QUI-GON : Our meeting was not a coincidence. Nothing happens by accident.

You are strong with the Force, but you may not be accepted by the Council.

TWERP : A Jedi! You mean I get to go with you in your starship and everything?!

QUI-GON : Twerp, training to be a Jedi will not be a easy challenge. And

if you succeed, it will be a hard life.

TWERP : But it's what I want. What I've always dreamed about. Can I go,

Mom?!

QUI-GON : This path has been placed for you, Twerpie; the choice to take it

is yours alone.

TWERP : I want to go.

QUI-GON : Then, pack your things. We haven't much time.

TWERP hugs his mom and starts for the other room, then stops. SUSAN and

QUI-GON give each other a knowing look. TWERP has realized something.

TWERP : (Cont'd) What about Mom? Is she free too? You're coming, aren't

you, Mom

QUI-GON : I tried to free your mother, Twerpie, but Watto wouldn't have it.

TWERP : But the money from selling...

QUI-GON : It's not nearly enough.

SUSAN comes over to her son and sits next to him. Taking both of his hands

in hers, she draws him close.

SUSAN : Suck it up, kid.

TWERP : I want to stay with you. I don't want things to change.

SUSAN : Too bad.

TWERP takes a deep breath, drops his head. QUI-GON and SUSAN exchange a

look of concern. When TWERP raises up, there are tears in his eyes.

TWERP : I'm going to miss you so much, Mom...

SUSAN : You're the source of all my misery, Twerpie...now hurry.

SUSAN : (Cont'd) Thank you.

QUI-GON : I will watch after him. You have my word. Will you be all right?

SUSAN : He was in my life for such a short time.

EXT. MOS ESPA - STREET - SLAVE QUARTERS - DAY

KITSTER runs up to TWERP as he and QUI-GON exit Twerp's hovel. SUSAN

stands in the doorway. TWERP pulls a handful of coins out of his pocket

and gives them to KITSTER.

KITSTER : Thank's for every moment you've been here. You're my best friend.

TWERP : I won't forget.

TWERP hugs KITSTER and runs toward QUI-GON, then stops to look back at his

mother standing in the doorway. He turns back to QUI-GON, then turns and

runs back to his mother.

TWERP : (starting to cry) I can't do it, Mom. I just can't.

SUSAN : Twerpie, I know you can do this...

TWERP : Will I ever see you again?

SUSAN : What does your heart tell you?

TWERP : I hope so...yes...I guess.

SUSAN : I might be half dead when you find me but, we will see each other again.

TWERP : I.. will become a Jedi and I will come back and free you, Mom...I

promise.

SUSAN : Yeah, ok.

SUSAN hugs TWERP, then turns him around so he is facing QUI-GON, and off he

marches, like the brave little trooper that he is. He marches right past

QUI-GON, starring right ahead, tears in his eyes, determined not to look

back.

EXT. TATOOINE - DESERT MESA - DAY

The PROBE DROID beeps and whistles to DARTH MAUL. The SITH LORD gets on a

speeder bike and follows the PROBE DROID into Mos Espa.

EXT MOS ESPA - STREET - FRUIT STAND - DAY

TWERP and QUI-GON exit WATTO'S and stop before JIRA'S fruit stand. TWERP

hands JIRA some coins.

JIRA : Can I give you a hug

TWERP : Sure.

She gives him a hug.

JIRA : I'll miss you, Twerpie.. there isn't a kinder boy in the galaxy. You

be careful...

TWERP runs to join QUI-GON, who has already started down the street. As

they walk along together, QUI-GON notices something out of the corner of

his eye.

Suddenly, without breaking his stride, he ignites his laser sword, swing

around, and lunges forward and cuts a lurking PROBE DROID in half. QUI-GON

inspects the sparking and fizzing DROID.

TWERP : What is it?

QUI-GON : Probe droid. Very unusual... not like anything I've seen before.

Come on.

QUI-GON and TWERP start running.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

QUI-GON and TWERP run toward the Naboo spacecraft. TWERP is having a hard

time keeping up.

TWERP : Master Qui-Gon,sir, wait!

QUI-GON turns to answer and sees a DARK-CLOAKED FIGURE bearing down on a

speeder bike.

QUI-GON : Twerp, drop!

TWERP drops to the ground just as DARTH MAUL sweeps over him. DARTH MAUL

jumps off his speeder bike, and before he has hit the ground, the Sith Lord

has swund a death blow with his laser sword that is barely blocked by

QUI-GON.

TWERP picks himself up. The two galactic warriors, Sith and Jedi, are

bashing each other with incredible blows.

QUI-GON : (Cont'd) Twerpie, get to the ship! Take off! Go! Go!

QUI-GON struggles to fend off the relentless onslaught as TWERP races to

the ship.

INT. NABOO SPACECRAFT - HALLWAY

TWERP runs into the main hallway of the spaceship, where PADME and CAPTAIN

PANAKA are working.

TWERP : Qui-Gon's in trouble. He says to take off...now!

CAPT. PANAKA : Who are you?

PADME : He's a friend.

INT. NABOO SPACECRAFT - COCKPIT

CAPTAIN PANAKA, TWERP, and PADME rush into the cockpit where OBI-WAN and

RIC OLIE are checking the hyperdrive.

CAPT. PANAKA : Qui-Gon is in trouble, he says to take off!

PILOT : I don't see anything.

OBI-WAN : Over there! Fly low!

In the distance is a small cloud of dust.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

QUI-GON and DARTH MAUL continue their sword battle. Leaping over one another

in an incredible display of acrobatics, the two warriors hear the ship fly

over them a few feet off the ground. QUI-GON almost disappears for a

moment.

Before DARTH MAUL knows what's happening, QUI-GON is on the spacecraft's

ramp leaving the Sith Lord standing sleek spacecraft rockets away from the planet Tatooine.

INT. NABOO SPACECRAFT - HALLWAY

TWERP and OBI-WAN rush into the hallway to find QUI-GON collapsed on the

floor opposite the entry. ARTOO is looking over him. The JEDI is breathing

hard, wet with sweat and covered in dirt.

TWERP : Are you alright?

QUI-GON : I think so... that was a surprise I won't soon forget.

TWERP : Do you think he'll follow us?

QUI-GON : We'll be safe enough once we're in hyperspace, but I have no

doubt he knows our destination.

TWERP : What are we going to do about it?

OBI-WAN gives TWERP a "who are you?" look. TWERP returns an innocent

stare.

QUI-GON : We will be patient. Twerp Skywalker, meet Obi-Wan Kenobi, who you may or may not kill in the future.

TWERP : Pleased to meet you. Wow! You're a Jedi too?

OBI-WAN gives the boy a skeptical look.

INT. COCKPIT - SPACE

RIC OLIE pulls back on the hyperdrive. OBI-WAN, QUI-GON, and TWERP watch.

QUI-GON : Let's hope this hyperdrive works and Watto didn't get the last

laugh.

The stars streak outside the cockpit window.

EXT. THEED - STREET - NIGHT (FX)

SEVERAL FEDERATION DROIDS patrol a deserted city street. The Palace can be

seen in the distance.

INT. NABOO SPACECRAFT - MAIN AREA

The ship is asleep. The lights are dim as PADME walks into the main room.

She goes to a monitor and watches the BIBBLE plea recording. TOM FOOLERY is

stretched out on the floor, snoring. ARTOO is to one side, cooing as he

rests.

PADME appears tired. She senses someone watching her and turns around with

a start. She sees TWERP sitting in the corner, shivering and looking

very dejected. She goes over to him. He looks up at her with tears in his

eyes. He is holding his arms to keep himself warm.

PADME : Are you all right?

TWERP : It's very cold.

PADME gives him her over-jacket.

PADME : You're from a warm planet, Twerpie. Too warm for my taste. Space is

cold.

TWERP : I'm...I'm not sure what's going to happen to me. I dunno if I'll

ever see you again.. (he pulls something from his pocket) I made this for

you. Sou you'd remember me. I carved it out of a japor snippet... It will

bring you good fortune.

TWERP hands a wooden pendant to PADME. She inspects it, then puts it

around her neck.

PADME : It's beautiful, but I don't need this to remember you. Many things

will change when we reach the capital, Twerpie. My caring for you will always

remain.

TWERP : I care for you too. Only I...miss...

TWERP is disturbed about something. Tears are in his eyes.

PADME : ...You miss your mommy.

TWERP looks at her, unable to speak. She hugs him.

TWERP: And my teddy bear that I named "stuffed cloth with a face"

INT. NABOO SPACECRAFT - COCKPIT

TWERP looks out the cockpit window in awe.

RIC OLIE : Coruscant...the capital of the Republic...the entire planet is

one big city.

TWERP : Wow! It's so huge!

INT. NABOO SPACECRAFT - DAY (FX)

The ship flies through the cityscape of Coruscant.

EXT. CORUSCANT - SENATE LANDING PLATFORM - DAY

Supreme Chancellor VALORUM, SEVERAL GUARDS, and SENATOR PALPATINE stand on

a landing platform.

The sleek Naboo spacecraft lands on the platform high above the street

level of the galactic capital. The ramp lowers. OBI-WAN, QUI-GON, TOM FOOLERY

and TWERP descend the ramp first and bow before PALPATINE and VALORUM.

CAPTAIN PANAKA, TWO GUARDS, QUEEN AMIDALA, then PADME, RABE, EIRTAE,

and

MORE GUARDS descend the ramp. QUEEN AMIDALA stops before the group.

TWERP and TOM FOOLERY stand to one side, looking at the huge city. PADME

smiles at TWERP. PALPATINE bows before the Queen.

PALPATINE : It is a great gift to see you alive, Your Majesty. May I

present Supreme Chancellor Valorum.

VALORUM : Welcome, Your Highness. It is an honor to finally meet you in

person. I must relay to you how distressed everyone is over the currant

situation. I've called for a special session of the Senate to hear your

position.

AMIDALA : I am grateful for your concern, Chancellor.

PALPATINE starts to lead QUEEN AMIDALA and her RETINUE off the platform

toward a waiting air taxi.

PALPATINE : There is a question of procedure, but I feel confident we can

overcome it...

TOM FOOLERY and TWERP start to follow, then stop, noticing that OBI-WAN and

QUI-GON are staying with the SUPREME CHANCELLOR. QUEEN AMIDALA waves to the

duo to follow her. TWERP looks back to QUI-GON, and he nods to go ahead.

TWERP and TOM FOOLERY join the QUEEN, PALPATINE, PADME, RABE and EIRTAE in the

taxi. PALPATINE gives the Gungan and the boy in the back of the taxi a

skeptical look. TOM FOOLERY leans over to TWERP.

TOM FOOLERY : Da Queens- a bein grossly nice, mesa tinks. (he looks around)

Pitty hot!

VALORUM and the JEDI watch the taxi move off into the city.

QUI-GON : I must speak with the Jedi Council immediately, Your Honor. The

situation has become more complicated.

INT. PALPATINE'S QUARTERS - ANTEROOM - DAY

QUEEN AMIDALA is sitting listening to PALPATINE. EIRTAE and RABE stand

behind the QUEEN; PADME is nowhere to be seen. TWERP and TOM FOOLERY are

waiting in an adjoining room.

TOM FOOLERY : Dissen all pitty odd to my.

TWERP : Don't look at me. I don't know what's going on.

CAPTAIN PANAKA enters, then goes into the room with QUEEN AMIDALA.

INT. PALPATINE'S QUARTERS - LIVING AREA - DAY

PALPATINE is pacing as CAPTAIN PANAKA enters. EIRTAE and RABE stand to one

side.

PALPATINE : ...the Republic is not what it once was. The Senate is full of

greedy, squabbling delegates who are only looking out for themselves and

their home sytems. There is no interest in the common good...no civility,

only politics...its disgusting. I must be frank, Your Majesty, there is

little chance the Senate will act on the invasion.

AMIDALA : Chancellor Valorum seems to think there is hope.

PALPATINE : If I may say so, Your Majesty, the Chancellor has little real

power...he is mired down by baseless accusations of corruption. A

manufactured scandal surrounds him. The bureaucrats are in charge now.

AMIDALA : What options do we have?

PALPATINE : Our best choice would be to push for the election of a stronger

Supreme Chancellor. One who will take control of the bureaucrats, enforces

the laws, and give us justice. You could call for a vote of no confidence

in Chancellor Valorum.

AMIDALA : He has been our strongest supporter. Is there any other way?

PALPATINE : Our only other choice would to be to submit a plea to the

courts...

AMIDALA : There's no time for that. The courts take even longer to decide

things than the Senate. Our people are dying, Senator...more and more each

day. We must do something quickly to stop the Federation.

PALPATINE : To be realistic, Your Highness, I'd say we're going to have to

accept Federation control for the time being.

AMIDALA : There is something I cannot do.

EXT. TEMPLE OF THE JEDI - DAY (FX)

A unique building with it tall spires stands out against the Coruscant

skyline. A small transport passes by the vast temple.

INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - DAY

QUI-GON stands in a tall stately room. Twelve JEDI sit in a semi-circle.

OBI-WAN stands behind QUI-GON in the center of the room.

The Senior Jedi is MACE WINDU. To his left is an alien Jedi named

KI-ADI-MUNDI, and to his right, the Jedi Master, YODA.

QUI-GON : ...my only conclusion can be that it was a Sith Lord.

MACE WINDU : A Sith Lord?!

KI-ADI : Impossible! The Sith have been extinct for a millenium.

YODA : The very Republic is threatened, if involved the Sith are.

MACE WINDU : I do not believe they could have returned without us knowing.

YODA : Hard to see, the dark side is. Discover who this assassin is, we

must.

KI-ADI : I sense he will reveal himself again.

MACE WINDU : This attack was with purpose, that is clear, and I agree the

Queen is the target.

YODA : With this Naboo queen you must stay, Qui-Gon. Protect her.

MACE WINDU : We will use all our resources here to unravel this mystery and

discover the identity of your attacker... May the Force be with you.

YODA : May the Force be with you.

OBI-WAN turns to leave, but QUI-GON continues to face the Council.

YODA : (Cont'd) Master Qui-Gon more to say have you?

QUI-GON : With your permission, my Master. I have encountered a vergence in

the Force.

YODA : A vergence, you say?

MACE WINDU : Located around a person?

QUI-GON : A boy… he is strong with the Force.

MACE WINDU : You're referring to the prophesy of the one who will bring

balance to the Force...you believe it's this boy?

QUI-GON : I don't presume...

YODA : But you do! Revealed your opinion is.

QUI-GON : I request the boy be tested.

The JEDI all look to one another. They nod and turn back to OBI-WAN and

QUI-GON.

YODA : Trained as a Jedi, you request for him?

QUI-GON : Finding him was the will of the Force...I have no doubt of that.

There is too much happening here...

MACE WINDU : Bring him before us, then.

YODA : Tested he will be.

INT. QUEENS QUARTERS - CORUSCANT - DAY Twerp, tentative, walks down one of

the long hallways in Senator Palpatine's quarters. He stops before a dor

that is flanked by TWO GUARDS.

GUARD : May I help you, son?

TWERP : I'm...I'm looking for the handmaiden, Padme.

The GUARD speaks into his comlink as TWERP looks around a bit nervously.

GUARD : The boy is here to see Padme.

RABE : Send him in.

The doors open, and TWERP enters the Queen's quarters.

RABE greets TWERP as TWO OTHER HANDMAIDENS come and go into the next room.

TWERP : I'd like to speak with Padme, if I could.

RABE : I'm sorry, Twerpie. Padme is not here right now.

The Queen speaks out in the next room.

AMIDALA : (O.S.) Who is it?

RABE : Twerp Skywalker, to see Padme, Your Highness.

The QUEEN moves into the doorway and studies TWERP. TWERP bows and looks

down, then takes a peek at her.

AMIDALA : I've sent Padme on an errand.

TWERP : I'm going to the Jedi temple to start my training, I hope.

The QUEEN just stares at him.

TWERP : (Cont'd) I may not see her again...and... I just wanted to say

goodbye.

AMIDALA : We will tell her for you. We're sure her heart goes with you.

TWERP bows again.

TWERP : Thank you, Your Highness. I'm sorry to have disturbed you.

The QUEEN disappears behind the doorway, and TWERP exits.

EXT. CORUSCANT - GALACTIC SENATE BUILDING - DAY (FX)

A large, distinctive looking domed building stands out amid the cityscape

of Coruscant.

INT. MAIN ROTUNDA - GALACTIC SENATE - DAY

The Senate chambers are huge. Thousands of SENATORS and their AIDES sit in

the circular assembly area. CHANCELLOR VALORUM sits in an elevated area in

the center. Hundreds of AIDES and DROIDS hurry about. SENATOR PALPATINE,

QUEEN AMIDALA, EIRTA, RABE, and CAPTAIN PANAKA sit in the Naboo

congressional box, which is actually a floating platform. PALPATINE leans

over to the QUEEN.

PALPATINE : If the Federation moves to defer the motion...Your Majesty,

I Beg of you to ask for a resolution to end this congressional session.

AMIDALA : I wish I had your confidence in this, Senator.

PALPATINE : You must force a new election for Supreme Chancellor...I

promise you there are many who will support us...it is our best chance...

Your Majesty, our only, chance.

AMIDALA : You truly believe Chancellor Valorum will not bring our motion

to a vote?

PALAPATINE : He is distracted...he is afraid. He will be of no help.

VALORUM : The Chair recognizes the Senator from the sovereign system of

Naboo.

VALORUM confers with several of his AIDES and VICE CHAIRMAN MAS AMEDDA.

PALPATINE whispers something to the QUEEN.

PALPATINE : Enter the bureaucrats, the true rulers of the Republic, and on

the payroll of the Trade Federation, I might add. This is where Chancellor

Valorum's strength will disappear.

VALORUM : The point is conceded...Section 523A take precedence here. Queen

Amidala of the Naboo, will you defer your motion to allow a commission to

explore the validity of your accusations?

QUEEN AMIDALA is angry but remains composed.

AMIDALA : (angrily) I will not defer...I have come before you to resolve

this attack on our sovereignty now. I was not elected to watch my people

suffer and die while you discuss this invasion in a committee. If this body

is not capable of action, I suggest new leadership is needed. I move for a

"vote of no confidence"...in Chancellor Valorum's leadership.

VALORUM : What?...No!

MAS AMEDDA : Let us vote on who should be the leader.

ASSEMBLY : Vote now! Vote now! Vote now!

PALPATINE stands next to AMIDALA.

PALPATINE : You see, Your Majesty, the tide is with us...Valorum will be

voted out, I assure you, and they will elect in a new Chancellor, a strong

Chancellor, one who will not let our tragedy continue...

MAS AMEDDA : The Supreme Chancellor requests a recess. Tomorrow we will

begin the vote.

The Federation delegation is furious. VALORUM turns to PALPATINE.

VALORUM : Palpatine, I thought you were my ally...my BFF. You have

betrayed me! How could you do this?

EXT. PALACE OF THE JEDI - BALCONY - SUNSET

OBI-WAN and QUI-GON stand outside the palace on a balcony.

OBI-WAN : The boy will not pass the Council's tests, Master, and you know

it. He is far too old.

QUI-GON : Twerp will become A Jedi...I promise you.

OBI-WAN : Don't defy the Council, Master..not again.

QUI-GON : I will do what I must.

OBI-WAN : Master, you could be sitting on the Council by now if you would

just follow the code. They will not go along with you this time.

QUI-GON : You still have much to learn, my young apprentice.

INT. PALACE OF THE JEDI - COUNCIL CHAMBERS - SUNSET

TWERP stands before the TWELVE JEDI. MACE WINDU holds a small hand-held

viewing screen. In rapid succession, images flash across the screen.

TWERP : A ship...a cup...a speeder.

MACE WINDU turns the viewing screen off and nods toward YODA.

YODA : Good, good, young one. How feel you?

TWERP : Cold, sir.

YODA : Afraid are you?

TWERP : No, sir.

MACE WINDU : Afraid to give up your life?

TWERP : I don't think so.

TWERP hesitates for a moment.

YODA : See through you, we can.

MACE WINDU : Be mindful of your feelings...

KI-ADI : Your thoughts dwell on your mother.

TWERP : I miss my mommy.

YODA : Afraid to lose her..I think.

TWERP : (a little angry) What's that got to do with anything?

YODA : Everything. Fear is the path to the dark side... fear leads to

anger... anger leads to hate.. hate leads to suffering.

TWERP : (angrily) I am not afraid!

YODA : A Jedi must have the deepest commitment, the most serious mind. I

sense much fear in you.

TWERP : (quietly) I am not afraid.

YODA : Then continue, we will.

INT. PALPATINES QUARTERS - SUNSET

QUEEN AMIDALA is standing, staring out the window, with TOM FOOLERY. The lights

of the city shimmer before them. EIRTAE and SABE stand near the door. JAR

JAR turns to face the QUEEN and sees her sadness.

TOM FOOLERY : Mesa wonder why da guds invent pain?

AMIDALA : To motivate us, I imagine...

TOM FOOLERY : Yousa tinken yousa people ganna die?

AMIDALA : I don't know.

TOM FOOLERY : Gungans ganna get pasted too, eh?

AMIDALA : I hope not.

TOM FOOLERY : Gungans do die'n without a fight... wesa warriors. Wesa gotta

grand army. Dat why you no liken us, metinks.

PALPATINE and CAPTAIN PANAKA rush into the rom and bow before the QUEEN.

CAPT. PANAKA : Your Highness, Senator Palpatine has been nominated to

succeed Valorum as Supreme Chancellor.

PALPATINE : A surprise, to be sure, but a welcome one. I promise, Your

Majesty, if I am elected, I will bring democracy back to the Republic. I

will put an end to corruption. The Trade Fedreation will lose its influence

over the bureaucrats, and our people will be freed.

AMIDALA : Who else can be nominated?

CAPT. PANAKA : Bail Antilles of Alderaan and Ainlee Teem of Malastare.

PALPATINE : I feel confident...our "situation" will create a strong

sympathy vote for us... I will be Chancellor, I promise you.

AMIDALA : I fear by the time you have control of the bureaucrats, Senator,

there will be nothing left of our cities, our people, our way of life...

PALPATINE : I understand your concern, Your Majesty; unfortunately, the

Federation has possession of our planet. The law is in their favor.

AMIDALA : With the Senate in transition, there is nothing more I can do

here...Senator, this is your arena. I feel I must return to mine. I have

decided to go back to Naboo. My place is with my people.

PALPATINE : Go back! But, Your Majesty, be realistic! You would be in

danger. They will force you to sign the treaty.

AMIDALA : I will sign no treaty, Senator. My fate will be no different from

that of our people. Captain!

CAPT. PANAKA : Yes, Your Highness?

AMIDALA : Ready my ship!

CAPT. PANAKA : Please, Your Majesty, stay here...where it's safe.

AMIDALA : No place is safe, if the Senate doesn't condemn this invasion. It

is clear to me now that the Republic no longer functions as a democracy. If

you win the election, Senator, I know you will do everything possible to

stop the Federation. I pray you will bring sanity and compassion back to

the Senate.

AMIDALA and her RETINUE exit the room. PALPATINE has a self-satisfied smile

on his face.

INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - TWILIGHT

TWERP, OBI-WAN, and QUI-GON stand before the TWELVE MEMBERS OF THE JEDI

COUNCIL.

YODA : ...Correct you were, Qui-Gon.

MACE WINDU : His cells contain a high concentration of midi-chlorians.

KI-ADI : The Force is strong with him.

QUI-GON : He's to be trained, then.

The COUNCIL MEMBERS look to one another.

MACE WINDU : No. He will not be trained.

TWERP is crestfallen; tears begin to form in his eyes.

QUI-GON : No?!

OBI-WAN smiles.

MACE WINDU : He is too old. There is already too much anger in him.

QUI-GON : He is the chosen one...you must see it.

YODA : Clouded, this boy's future is. Masked by his youth.

QUI-GON : I will train him, then. I take Twerp as my Padawan learner.

OBI-WAN reacts with surprise. TWERP watches with interest.

YODA : An apprentice, you have, Qui-Gon. Impossible, to take on a second.

MACE WINDU : We forbid it.

QUI-GON : Obi-Wan is ready...

OBI-WAN : I am ready to face the trials.

YODA : Ready so early, are you? What know you of ready?

TWERP watches as QUI-GON and OBI-WAN exchange angry looks.

QUI-GON : Headstrong...and he has much to learn about the living Force,

but he is capable. There is little more he will learn from me.

YODA : Our own council we will keep on who is ready. More to learn, he

has...

MACE WINDU : Now is not the time for this...the Senate is voting for a new

Supreme Chancellor. Queen Amidala is returning home, which will put pressure

on the Federation, and could widen the confrontation.

YODA : And draw out the Queen's attacker.

KI-ADI : Events are moving fast...too fast.

MACE WINDU : Go with the Queen to Naboo and discover the identity of the

dark warrior. That is the clue we need to unravel this mystery of the Sith.

YODA : Young Skywalker's fate will be decided later.

QUI-GON : I brought Twerp here; he must stay in my charge. He has nowhere

else to go.

MACE WINDU : He is your ward, Qui-Gon...we will not dispute that.

YODA : Train him not. Take him with you, but train him not!

MACE WINDU : Protect the Queen, but do not intercede if it comes to war

until we have the Senate's approval.

YODA : May the Force be with you.

OBI-WAN, QUI-GON, and TWERP leave.

EXT. CORUSCANT - SENATE LANDING PLATFORM - NIGHT

QUI-GON, OBI-WAN, and TWERP stand on the landing platform outside the

ship. ARTOO whistles a happy tune as he leans over the edge of the

platform, watching the traffic. Suddenly, he leans over too far and falls

overboard. After a moment, he reappears, using his on-board jets to propel

himself back onto the landing platform. The wind whips at TWERP as he

listens to the JEDI.

OBI-WAN : It is not disrespect, Master, it is the truth.

QUI-GON : From your point of view...

OBI-WAN : The boy is dangerous...they all sense it. Why can't you?

QUI-GON : His fate is uncertain, not dangerous. The Council will decide

Twerp's future...that should be enough for you. Now get on board!

OBI-WAN reluctantly boards the Naboo spacecraft followed by ARTOO. QUI-GON

goes over to TWERP.

TWERP : Master Qui-Gon, sir, I do not wish to be a problem.

QUI-GON : You won't be, Twerpie...I'm not allowed to train you, so I want

you to watch me and be mindful...always remember, your focus determines

your reality. Stay close to me and you will be safe unless some super sith boi comes out of nowhere and kills me.

TWERP : Master, sir...I miss my mommy

Two taxis pull up, and the squad gets in. AMIDALA and her HANDMAIDENS stop before the JEDI.

QUI-GON : (Cont'd) Your Highness, it is our pleasure to continue to serve

and protect you.

AMIDALA : I welcome your help. Senator Palpatine fears the Federation means

to destroy me.

QUI-GON : I promise you, I will not let that happen.

AMIDALA enters the ship, followed by her HANDMAIDENS. TOM FOOLERY hugs QUI-GON

and TWERP.

TOM FOOLERY : Wesa goen home!

They ALL move onto the ship. The ship takes off.

INT. NABOO PALACE - THRONE ROOM - THEED - NIGHT

NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

DARTH SIDIOUS : The Queen is on her way to you. I regret she is of no

further use to us. When she gets there, destroy her.

NUTE : Yes, my Lord.

DARTH SIDIOUS : Viceroy, is the planet secure?

NUTE : Yes, my Lord, we have taken over the last pockets of primitive life

forms. We are in complete control of the planet now.

DARTH SIDIOUS : Good. I will see to it that in the Senate, things stay as

they are. I am sending Darth Maul to join you. He will deal with the Jedi.

NUTE : Yes, my Lord.

DARTH SIDIOUS fades off.

RUNE : A Sith lord here with us?!

INT. SPACE - NABOO SPACECRAFT COCKPIT

TWERP stands next to the PILOT, RIC OLIE, pointing to various buttons and

gauges.

TWERP : ...and that one?

RIC OLIE : The forward stabilizer.

TWERP : And those control the pitch?

RIC OLIE : You catch on pretty quick.

INT. NABOO SPACECRAFT - QUEEN'S CHAMBERS

SABE and EIRTAE stand behind QUEEN AMIDALA as she talks with QUI-GON and

CAPTAIN PANAKA. OBI-WAN and TOM FOOLERY watch.

CAPT. PANAKA : The moment we land the Federation will arrest you, and force

you to sign the treaty.

QUI-GON : I agree...I'm not sure what you hope to accomplish by this.

AMIDALA : I'm going to take back what's ours.

CAPT. PANAKA : There are only twelve of us, Your Highness...we have no

army.

QUI-GON : I cannot fight a war for you, Your Highness, only protect you.

AMIDALA : Tom Foolery!

TOM FOOLERY looks around, puzzled.

TOM FOOLERY : Mesa, Your Highness?

AMIDALA : Yes. I need your help.

INT. NABOO CRUISER COCKPIT - DAY

The Naboo Cruiser heads toward the lush green planet. There is only one

Federation battle cruiser orbiting. OBI-WAN and CAPTAIN PANAKA spot it on

the view screen.

PANAKA : The blockade's gone.

OBI-WAN : The war's over...No need for it now.

RIC OLIE : I have one battleship on my scope.

OBI-WAN : A droid control ship.

PANAKA : They've probably spotted us.

OBI-WAN ; We haven't much time.

INT. NABOO SPACECRAFT - MAIN HOLD

The QUEEN, CAPTAIN PANAKA, TROOPS, and HANDMAIDENS get ready to disembark

as the ship alnds. The elevator door slides open, and TWERP emerges into

the hold area. He see PADME and run up to her.

TWERP : Hi! Where have you been?

PADME : Twerpie! What are you doing here?

TWERP : I'm with Qui-Gon...but...they're not going to let me be a Jedi.

I'm too old.

PADME : This is going to be dangerous, Twerpie.

TWERP : Is it? I can help... Where are we going?

PADME : To war, I'm afraid. The Queen has had to make the most difficult

decision of her life. She doesn't believe in fighting, Twerpie. We are a

peaceful people...

TWERP : I want to help...I'm glad you're back.

TWERP smiles. PADME smiles back.

EXT. NABOO SWAMP - DAY

The Naboo spacecraft has landed in the Gungan swamp. TROOPS unload the

ships in the background as OBI-WAN approaches QUI-GON.

OBI-WAN : Tom Foolery is on his way to the Gungan city, Master.

QUI-GON's thoughts are elsewhere.

QUI-GON : Good.

OBI-WAN and QUI-GON stand silently for a moment.

OBI-WAN : Do you think the Queen's idea will work?

QUI-GON : The Gungans will not easily be swayed, and we cannot use our

power to help her.

OBI-WAN : I'm...I'm sorry for my behavior, Master. It is not my place to

disagree with you about the boy. I am grateful you think I am ready for the

trials.

QUI-GON looks at him for a long moment.

QUI-GON : You have been a good apprentice. You are much wiser than Iam,

Obi-Wan. I foresee you will become a great Jedi Knight.

EXT. NABOO SWAMP - UNDERWATER - DAY (FX)

TOM FOOLERY swims down into Bubble City.

INT. OTOH GUNGA - CITY SQUARE

TOM FOOLERY enters the main square of the bubble city. He stands, stunned, in

amazement and fear. He is nervous and shaking.

TOM FOOLERY : Ello! Where das everybody?

The plaza is empty. He notices that many of the buildings are shot up as if

there had been a battle of some kind.

EXT. NABOO SWAMP LAKE - DAY

TOM FOOLERY exits the swamp lake and walks over to the squad.

TOM FOOLERY : Dare-sa nobody dare. All gone. Some kinda fight, I tink. Sorry,

no Gungas...no Gungas.

CAPT. PANAKA : Do you think they have been taken to camps?

OBI-WAN : More likely they were wiped out.

TOM FOOLERY : No...mesa no tink so. Gungan hiden. When in trouble, go to sacred

place. Mackineeks no find them dare.

QUI-GON : Do you know where they are?

EXT. NABOO SWAMP - DAY

The GROUP follows TOM FOOLERY as he moves through the swamp. TOM FOOLERY stops and

sniffs the air. The GROUP stop behind him.

TOM FOOLERY : Dissen it.

TOM FOOLERY makes a strange chattering noise. Suddenly, out of nowhere, CAPTAIN

TARPALS and SIX OTHER GUNGAN TROOPS riding on KAADUS emerge from the brush.

TOM FOOLERY : (Cont'd) Heyo-dalee, Captain Tarpals.

CAPT. TARPALS : Foolery! Noah gain!

TOM FOOLERY : We comen to see da boss.

CAPTIAN TARPALS rolls his eyes.

CAPT. TARPALS : Ouch time, Foolery... Ouch time for all-n youse.

EXT. NABOO SACRED TEMPLE RUINS - DAY

TOM FOOLERY, QUEEN AMIDALA, TWERP, ARTOO, QUI-GON, OBI-WAN, PADME, RABE,

EIRTAE, and the rest of her group are led through a clearing full of GUNGAN

refugees. At the far end are the ruins of a grand temple with massive

carved heads. BOSS NASS and several other COUNCIL MEMBERS walk out on the

top of a three-quarter-submerged head.

BOSS NASS : Tom Foolery, yousa payen dis time. Who's da uss-en others?

QUEEN AMIDALA steps forward. CAPTAIN PANAKA and the JEDI stand behind her.

AMIDALA : I am Queen Amidala of the Naboo...I come before you in peace.

BOSS NASS : Naboo biggen. Yousa bringen da Mackineeks... Dya busten uss-en

omm. Yousa all bombad. Yousa all die'n, mesa tink.

CAPTAIN PANAKA and HALF A DOZEN GUARDS and PILOTS look around nervously,

and the GUNGAN TROOPS lower their long power poles. The JEDI stay relaxed.

TWERP watches everything with great interest.

AMIDALA : We wish to form an alliance...

Suddenly, PADME steps forward.

PADME : Your Honor...

ARTOO whistles a quiet "uh oh."

BOSS NASS : Whosa dis?

PADME : I am Queen Amidala (points to Queen) This is my decoy...my

protection...my loyal bodyguard.

TWERP is stunned. OBI-WAN and QUI-GON give each other a knowing look.

PADME : (Cont'd) ...I am sorry for my deception, but under the

circumstances it has become necessary to protect myself. Although we do not

always agree, Your Honor, our two great societies have always lived in

peace...until now. The Trade Federation has destroyed all that we have

worked so hard to build. You are in hiding, my people are in camps. If we

do not act quickly, all will be lost forever...I ask you to help us...no, I

beg you to help us.

PADME drops to her knees and prostrated herself before BOSS NASS. There is

a gasp from CAPTAIN PANAKA, HIS TROOPS, and the HANDMAIDENS.

PADME : (Cont'd) We are your humble servants...our fate is in your hands.

Slowly, CAPTAIN PANAKA and his TROOPS bow down before the GUNGAN COUNCIL.

Then the HANDMAIDENS, TWERP, and finally the JEDI. The GUNGANS are puzzled

by this. BOSS NASS begins to laugh.

BOSS NASS : Yousa no tinken yousa greater den da Gungans.. Mesa like dis.

Maybe wesa bein friends.

INT. NABOO PALACE - THRONE ROOM - DAY

NUTE, RUNE, and DARTH MAUL walk with a hologram of DARTH SIDIOUS.

NUTE : ...we've sent out patrols. We've already located their starship in

the swamp...It won't be long, My Lord.

DARTH SIDIOUS : This is an unexpected move for her. It's too aggressive..

Lord Maul, be mindful.

DARTH MAUL : Yes, my Master.

DARTH SIDIOUS : Be patient... Let them make the first move.

EXT. NABOO EDGE OF SWAMP/ GRASS PLAINS - DAY

A GUNGAN SENTRY sits on top of the ancient temple heah, searching the

landscape with a pair of electrobinoculars. He sees something and yells

down to TWERP at the foot of the statue.

GUNGAN LOOKOUT : Daza comen!

TWERP : All right. They're here!

TWERP yells and runs over to PADME and the JEDI, who are discussing a

battle plan.

TOM FOOLERY's eyes roll back, his tongue flops out and he faints.

FOUR SPEEDERS pull up to the GROUP. CAPTAIN PANAKA and a DOZEN OR SO

GUARDS

and PILOT pile out and join the group.

PADME : What is the situation?

CAPT. PANAKA : Almost everyone's in camps. A few hundred police and guards

have formed an underground movement. I brought as many of the leaders as I

could. The Federation Army's also much larger than we thought, and much

stronger. Your Highness, this is a battle I do not think we can win.

PADME : The battle is a diversion. The Gungans must draw the Droid Army away

from the cities. We can enter the city using the secret passages on the

waterfall side. Once we get to the main entrance, Captain Pnaka will create

a diversion, so that we can enter the palace and capture the Viceroy.

Without the Viceroy, they will be lost and confused.

QUI-GON and OBI-WAN look on with interest.

PADME : (Cont'd) What do you think, Master Jedi?

QUI-GON : The Viceroy will be well guarded.

CAPT. PANAKA : The difficulty's getting into the throne room. Once we're

inside, we shouldn't have a problem.

QUI-GON : There is a possibility with this diversion many Gungans will be

killed.

BOSS NASS : Wesa ready to do are-sa part.

TOM FOOLERY smiles a very worried and sheepish grin. TWERP watches with

interest, as does ARTOO.

PADME : We have a plan which should immobilize the Droid Army. We will send

what pilots we have to knock out the Droid control ship which is orbiting

the planet. If we can get past their rayshields, we can sever communication

and their droids will be helpless.

QUI-GON : A well-conceived plan. However, there's great risk. The weapons

on your fighters may not penetrate the shields on the control ship.

OBI-WAN : And there's an even bigger danger. If the Vicroy escapes, Your

Highness, he will return with another droid army.

PADME : That is why we must not fail to get to the Viceroy. Everything

depends on it.

INT. THEED - PALACE - THRONE ROOM - DAY

NUTE, RUNE, DARTH MAUL, OOM-9, and a hologram of DARTH SIDIOUS walk through

the throne room.

DARTH SIDIOUS : ...she is more foolish than I thought.

NUTE : We are sending all available troops to meet this army of hers

assembling near the swamp. It appears to be made up of primitives. We do

not expect much resistance.

OOM-9 : I am increasing security at all Naboo detention camps.

DARTH MAUL : I feel there is more to this, My Master. The two Jedi may be

using the Queen for their own purposes.

DARTH SIDIOUS : The Jedi cannot become involved. They can only protect the

Queen. Even Qui-Gon Jinn will not break that conenant... This will work to

our advantage...

NUTE : I have your approval to proceed then, My Lord.

DARTH SIDIOUS : Proceed. Wipe them put...all of them.

EXT. THEED - CENTRAL PLAZA - DAY

PADME, followed by EIRTAE, OBI-WAN, QUI-GON, TWERP, and ARTOO, stealthily

makes her way toward the entrance to the main hanger. They are followed by

about TWENTY NABOO GUARDS, PILOTS, and TROOPS. They stop, and PADME uses a

small red laser light to signal across the plaza to CAPTAIN PANAKA, RABE

and TWENTY OTHER ASSORTED NABOO TROOPS. They signal back. QUI-GON leans

over to TWERP.

QUI-GON : Once we get inside, Twerpie, you find a safe place to hide and stay

there.

TWERP : Sure.

QUI-GON : And stay there!

DROID TROOPS mill about the tank-filled plaza. At the far end of the plaza,

SEVERAL DROIDS begin to run and fire. NABOO SOLDIERS begin to fire back at

the BATTLE DROIDS.

As the ruckus erupts at one end of the plaza, PADME and her TROOPS rush

into the main hanger. CAPTAIN PANAKA and HIS SOLDIERS continue to engage

the DROIDS outside.

INT. THEED - CENTRAL HANGER - DAY

ALARMS ARE SOUNDING a PADME, the JEDI, TWERP, EIRTAE, and PADME's TROOPS

rush into the hanger. BATTLE DROIDS begin firing at them as they run for

cover. TWERP runs under a Naboo fighter. The JEDI deflect bolts aimed at

PADME back onto the BATTLE DROIDS, causing them to EXPLODE.

INT. THEED - PALACE THRONE ROOM - DAY

NUTE, RUNE, and FOUR COUNCIL MEMBERS watch the plaza battle on a large view

screen.

NUTE : I thought the battle was going to take place far from here...this is

too close!

RUNE : What is going on?

DARTH MAUL enters the throne room.

DARTH MAUL : I told you there was more to this...the Jedi are involved.

INT. THEED - CENTRAL HANGER - DAY

TWERP hides behind one of the Naboo fighters, ducking as large bolts whiz

past and EXPLODE near him. PADME and the TWO JEDI destroy BATTLE DROIDS

right and left. The QUEEN'S TROOPS and EIRTAE also blast away at the

DROIDS. PADME signals to her pilots.

PADME : Get to your ships!

The PILOTS and ARTOO UNITS run for the Naboo fighter craft stacked in the

hanger bay. ONE OF THE PILOTS jumps into a fighter right above where TWERP

is hiding.

FIGHTER PILOT : Better find a new hiding place, kid. I'm taking this ship.

The ship begins to levitate out of the hanger. BATTLE DROIDS fire at it as

it falls in behind five other fighters. ARTOO whistles to TWERP from a

second fighter not far away. TWERP runs and jumps into the second fighter

to hide.

EXT. THEED - CENTRAL PLAZA - DAY (FX)

Two Naboo starfighters exit the main hanger. A tank fires at them, hitting

one of them, which causes it to pinwheel into the ground and EXPLODE.

INT. THEED - CENTRAL HANGER - DAY

CAPTAIN PANAKA, SABE and NABOO TROOPS rush into the hanger and overwlm the

few remaining BATTLE DROIDS. PADME, OBI-WAN, and QUI-GON join forces with

CAPTAIN PANAKA.

PADME : My guess is the Viceroy is in the throne room.

She looks to QUI-GON.

QUI-GON : I agree.

They start to head for the exit, on the way passing the fighter where

TWERP is hiding. ARTOO whistles a greeting as TWERP peeps out of the

cockpit.

TWERP : Hey! Wait for me.

QUI-GON : No, Twerpie, you stay there. Stay right where you are.

TWERP : But, I...

QUI-GON : Stay in that cockpit.

They head for the exit. As they are about to go through the door, suddenly

everyone scatters, revealing DARTH MAUL standing in the doorway. CAPTAIN

PANAKA, PADME, and HER TROOPS back away. QUI-GON and OBI-WAN step forward.

QUI-GON : (Cont'd) We'' handle this...

The TWO JEDI take off their capes and ignite their laser swords. DARTH MAUL

takes off his cape, and ignites his laser sword. Both ends of the sword

light up.

At the far end of the hanger, SIX WHEEL DROIDS roll in and transform into

their battle position. ARTOO calls TWERP's attention to the DROIDS. The

JEDI begin to fight the Sith Lord.

TWERP : Oh, no...

The DROIDS begin to advance and start firing on PADME and HER TROOPS.

TWERP : (Cont'd) We gotta do something, Artoo.

ARTOO whistles a reply. Suddenly, the ship's systems go on, and the ship

begins to levitate.

TWERP : (Cont'd) All right, thanks Artoo! Great idea! I'll take over.

Let's see...

TWERP steers the ship toward the DROIDS. He pushes a button, and the ship

begins to shake.

TWERP : (Cont'd) Where's the trigger? Oops, wrong one.. Maybe this one...

TWERP pushes a second button, and the lasers begin to fire, wiping out

several DESTROYER DROIDS. ARTOO whistles a cheer.

TWERP : (Cont'd) Yeah, all right. "Droid blaster." Yeah!

The JEDI are engaged in a fierce sword fight with DARTH MAUL. They have

moved into the center of the hanger. While the WHEEL DROIDS are momentarily

distracted by TWERP, CAPTAIN PANAKA, PADME, and HER TROOPS exit into a

palace hallway.

The WHEEL DROIDS start firing at TWERP. There are EXPLOSIONS all around

him.

TWERP : (Cont'd) Oops...shield up! Always on the right...shields always on

the right.

TWERP flips several switches, and the after-burner ignites.

TWERP : (Cont'd) I know we're moving. I'll shut the energy drive down.

The SITH LORD's moves are incredible. He is fighting the TWO JEDI at once,

flipping into the air, outmaneuvering them at every turn.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

The Naboo fleet leaves the planet and heads toward the space station.

RIC OLIE : Bravo Flight A, take on the fighters. Flight B, make the run on

the transmitter.

BRAVO TWO : Roger, Bravo Leader.

The fleet approaches the space station. Many Federation fighters exit the

hangers and attack.

RIC OLIE : Enemy fighters straight ahead!

INT. NABOO STARFIGHTER - COCKPIT - SPACE

A giant dogfight ensues. TWERP's fighter flies into space above Naboo.

ARTOO beeps a worried concern.

TWERP : The Autopilot is searching for what other ships?

ARTOO beeps and whistles.

TWERP : (Cont'd) There is no manual override, Artoo. You'll have to rewire

it or something.

ARTOO chirps that he's trying.

TWERP : (cont'd) Look! There they are! That's where the autopilot is

taking us.

TWERP's fighter flies toward the Federation Battleship.

INT. THEED - CENTRAL HANGER - DAY

The SITH LORD drives the JEDI out of the hanger and nto the power generator

area next door.

INT. THEED - POWER GENERATOR PIT - DAY

Three swords are crossed in an intense display of swordmanship. The JEDI

and the SITH LORD fight their way across the narrow bridge of the Theed

power generator. DARTH MAUL jumps onto the bridge above them. The JEDI

follow, one in front of the SITH LORD and one behind. They continue their

sword fight.

INT. THEED - PALACE - HALLWAY - DAY

PADME, CAPTAIN PANAKA, EIRTAE, SABE and THIER TROOPS are trapped in a

hallway by BATTLE DROIDS.

PADME : We don't have time for this, Captain.

CAPT. PANAKA : Let's try the outside stairway.

CAPTAIN PANAKA blasts a hole in the window, and they make their way outside

the building onto a ledge about six stories above a raging waterfall. SABE,

EIRTAE and about TWENTY NABOO SOLDIERS stay in the hallway to hold off the

BATTLE DROIDS.

EXT. THEED - PALACE - OVER WATERFALL - DAY

PADME, CAPTAIN PANAKA, and about TEN OTHER NABOO SOLDIERS are lined up

along the edge. They have pulled small attachments out of their pistols and

fire at a ledge about four stories above them. Thin cables shoot out of the

pistols and are embedded into the ledge. PADME, CAPTAIN PANAKA, and the

OTHERS begin to climb up the wall.

EXT . NABOO GRASS PLAINS DAY

The GUNGAN ARMY is no match for the DESTROYER DROIDS. TOM FOOLERY tries to run

from the BATTLE DROIDS.

GENERAL CEEL : Retreat! Retreat!

INT. NABOO STARFIGHTER - COCKPIT -SPACE

TWERP finds himself in the middle of the space battle. A ship explodes

behind him (over his left shoulder).

TWERP : Whoo, boy! This is tense!

He looks forward to see enemy ships approaching head on.

ANAKN : (Cont'd) : Oops! Artoo, get us off Autopilot!

ARTOO screams a reply.

TWERP : (Cont'd) I've got control?

TWERP fips switches.

TWERP : (Cont'd) Okay, let's go left!

He moves the controls left and the ship responds, turning left.

TWERP : (Cont'd) Yes...I've got control. You did it, Artoo!

ARTOO beeps

TWERP : (Cont'd) Go back!? Qui-Gon told me to stay in this cockpit and

that's what I'm gonna do. Now c'mon!

An enemy fighter comes into his sights. TWERP pushes the controls and

instead of firing, his fighter accelerates past the enemy ship.

TWERP : (Cont'd) Oops! Whoa!

Now the enemy ship is on his tail. He tries evasive maneuvers.

TWERP : (Cont'd) I'll try spinning, that's a good trick.

TWERP rolls the ship as ARTOO screams desperately.

TWERP : (Cont'd) I know we're in trouble! Hang on! The way out of this

mess is the way we got into it.

ARTOO beeps a reply.

TWERP : (Cont'd) Which one? This one?

TWERP yanks on the reverse thrusters and the ship slows instantly- the

enemy fighter shoots past and explodes against the space station.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

The SQUADRON attacks the space station.

RIC OLIE : Bravo flight...go for the central bridge.

BRAVO TWO : ROger, Bravo Leader.

The attack is fruitless.

RIC OLIE : Their deflector shield is too strong. We'll never get through

it.

Meanwhile, TWERP is being chased by another fighter. ARTOO shrieks.

TWERP : I know, Artoo! This isn't Podracing!

The enemy ship fires and hits TWERP's fighter, sending it into a spin.

ARTOO screams.

TWERP : (Cont'd) We're hit!

TWERP regains control as his ship enters the space station hanger.

TWERP : (Cont'd) Great gobs of bantha poo-doo!

TWERP's ship dodges parked transport ships and other obstacles. A huge

bulkhead blocks his way. ARTOO beeps.

TWERP : (Cont'd) I'm trying to stop! I'm trying to stop! Whoa!

TWERP hits the reverse thrusters and the ship skids to a stop on the

hanger deck. ARTOO givesout a worried whistle.

TWERP : (Cont'd) All right! All right! Get the system started!

TWERP ducks down to adjust a control panel.

TWERP : (Cont'd) Everything's overheated. All the lights are red.

ARTOO sees DROIDS appraoching, and beeps frantically.

INT. THEED - POWER GENERATOR PIT - DAY

The laser sword battle continues on the small catwalk around the vast power

pit. DARTH MAUL kicks OBI-WAN off one of the ramps and he falls several

levels. QUI-GON knocks the DARK LORD off another ramp, and he lands hard on

a ramp two levels below. QUI-GON jumps down after him. The DARK LORD backs

away along the catwalk into a small door. QUI-GON follows as OBI-WAN runs

to catch up.

INT. THEED - POWER GENERATOR ELECRIC BEAM - HALLWAY

The SITH LORD, followed by QUI-GON, enters a long hallway filled with a

series of deadly rays that go on and off in a pulsing pattern that shoots

down the corridor every minute or so. DARTH MAUL makes it down several

walls of deadly rays before they close. QUI-GON is one wall away from the

DARK LORD. OBI-WAN is just starting into it and is five walls way from

DARTH MAUL.

The JEDI must wait until the next pulse to advance down the corridor.

OBI-WAN is impatient and paces, waiting for the wall of rays to open.

QUI-GON sits and meditates. The SITH LORD tries to patch up his wounds.

INT. THEED - PALACE - HALLWAY TO THRONE ROOM

A window in the hallway blasts apart. PADME, CAPTAIN PANAKA, and HER

SOLDIERS climb into the hallway. They head for the door to the throne roo.

Suddenly, two DESTROYER DROIDS skitter in front of the door. PADME turns

around and sees TWO MORE appear at the far end of the hallway, trapping

them in the middle.

PADME throws down her pistol and turns to CAPTAIN PANAKA.

PADME : Throw down your weapons. They win this round.

CAPT. PANAKA : But we can't...

PADME : Captain, I said throw down your weapons.

CAPTAIN PANAKA and HIS MEN throw down their weapons.

EXT. NABOO GRASS PLAINS - DAY

A DESTROYER DROID blasts one of the shield generators, causing it to

EXPLODE. The protective shield begins to weaken and fall -9 sees

the shield weaken and orders his tanks forward. The GUNGAN GENERAL signals

a retreat as the tanks enter the battle.

The GUNGANS flee as fast as they can. TOM FOOLERY is blown off his KAADU and

lands on one of the tank guns. A GUNGAN WARRIOR signals TOM FOOLERY to jump

off. TOM FOOLERY is afraid. The gun swings around trying to knock TOM FOOLERY off.

TOM FOOLERY hangs from the tank barrel as it moves along. Finally, he jumps

onto a KAADU behind a GUNGAN WARRIOR. EXPLOSIONS from the tank fire are

everywhere. It is chaos.

INT. THEED - POWER GENERATOR ELECTRIC BEAM - HALLWAY

The SITH makes a quack move, bashes his lightsaber handle into QUI-GON's chin, and runs him through. QUI-GON slumps to the floor in a heap.

EXT. NABOO GRASS PLAINS - DAY

The GUNGANS have beeb overrun. Some flee into the hills, chased by BATTLE

DROIDS on STAPS. Many OTHERS are herded into groups by BATTLE DROIDS and

DESTROYER DROIDS.

TOM FOOLERY and GENERAL CEEL are held in a small group with OTHER OFFICERS.

TOM FOOLERY : Dissa bad, berry bombad.

GENERAL CEEL : Mesa hopen dissa working for da Queen.

INT. THED - PALACE THRONE ROOM - DAY

PADME, CAPTAIN PANAKA, and SIX OTHER OFFICERS are brought by TEN BATTLE

DROIDS before NUTE and RUNE and FOUR NEIMOIDIAN COUNCIL MEMBERS.

NUTE : Your little insurrection is at an end, Your Highness. Time for you

to sign the treaty...and end this pointless debate in the Senate.

SADBE dressed like the Queen appears in the doorway with SEVERAL TROOPS.

Several destroyed battle droids can be seen in the distance.

SABE : I will not be signing any treaty, Viceroy, because you've lost!

NUTE and THE OTHERS are stunned to see a SECOND QUEEN. NUTE yells at the

TEN GUARDS in the room.

NUTE : After her! This one is a decoy!

SIX OF THE DROIDS rush out of the throne room after SABE. NUTE turns to

PADME.

NUTE : (Cont'd) Your Queen will not get away with this.

PADME slumps down on her throne and immediately hits a security button that

opens a panel in her desk opposite CAPTAIN PANAKA.

PADME grabs two pistols, tosses one of the to CAPTAIN PANAKA and one to an

OFFICER. She takes a third pistol and BLASTS the last of the BATTLE DROIDS.

The OFFICERS rush to the door control panel as PADME hits the switch to

close the door. The OFFICER at the door jams the controls. CAPTAIN PANAKA

throws more pistols to the OTHER GUARDS. The NEIMODIANS are confused and

afraid.

PADME : Now, Viceroy, this is the end of your occupation here.

NUTE : Don't be absurd. There are too few of you. It won't be long before

hundreds of destroyer droids break in to rescue us.

INT. THEED - POWER GENERATOR - MELTING PIT

OBI-WAN kicks DARTH MAULS wimpy lil boi ass because he is a God.

OBI-WAN rushes over to QUI-GON, who is dying.

OBI-WAN : Master! Master!

QUI-GON : It is too late...It's...

OBI-WAN : No!

QUI-GON : Obi-Wan promise...promise me you'll train the boy...

OBI-WAN : Yes, Master...

QUI-GON : He is the chosen one...he will...bring balance...train him!

QUI-GON dies. OBI-WAN cradles his Master, quietly weeping.

INT. NABOO STARFIGHTER - COCKPIT - FEDERATION HANGER

TWERP sees the dashboard lights go from red to green.

TWERP : Yes...we have ignition.

He flips the switch and the engine starts.

BATTLE DROID CAPTAIN : (seeing Twerp) You! Come out of there or we'll

blast you!

TWERP : Not if I can help it! Shields up!

TWERP flips a switch and the ship levitates, knocking over the BATTLE

DROID CAPTAIN. The OTHER DROIDS shoot, but the lasers are deflected by

TWERP's shields. ARTOO beeeps.

TWERP : (Cont'd) This should stop them.

TWERP fires lasers as the ship begins to rotate.

TWERP : (Cont'd) ...and take this!

He presses a button and launches two torpedos which miss the DROIDS.

TWERP : (Cont'd) Darn...I missed!

The two torpedos fly down a hallway and explode inside the reactor room.

TWERP : (Cont'd) Let's get out of here!

TWERP's ship roars through the hanger deck, bouncing over the DROIDS.

TWERP : (Cont'd) Now, this is Podracing! Whoopee!

INT. FEDERATION BATTLESHIP - BRIDGE

TEY HOW turns to CAPTAIN DOFINE.

TEY HOW : Sir, we're losing power... There is some problem with the main

reactor...

DOFINE : Impossible! I don't...

The bridge explodes.

INT. NABOO FIGHTER - COCKPIT - SPACE

RIC OLIE watches in amazement as the Federation battleship starts to

explode from the inside out.

BRAVO TWO : What's that? It's blowing up from the inside.

RIC OLIE : I don't know, we didn't hit it.

BRAVO THREE : Look! One of ours! Outta the main hold!

EXT. NABOO GRASS PLAINS - DAY

Suddenly, all of the DROIDS begin to shake upside down, run around in

circles, then stop. The GUNGANS carefully move out to inspect the FROZEN

DROIDS. TOM FOOLERY pushes one of the BATTLE DROIDS, and it falls over.

TOM FOOLERY : Wierdind...

EXT. THEED - CENTRAL HANGER - DAY

TWERP and ARTOO follow the squad of yellow Naboo starfighters into the

main hanger.

INT. THEED - CENTRAL HANGER - DAY

RIC OLIE and the OTHER PILOTS gather around as thye exit their ships.

BRAVO TWO : He flew into the hold, behind the deflector shield and blasted

the main reactor...

BRAVO THREE : Amazing... They don't teach that in the academy.

TWERP's ship skids to a stop behind the other Naboo starfighters. RIC

OLIE, BRAVO TWO, the OTHER PILOTS, and GROUND CREW rush to his ship.

RIC OLIE : We're all accounted for. Who flew that ship?

TWERP sheepishly opens the cockpit and stands up. All the PILOTS stare in

amazement.

TWERP : I'm not going to get into trouble, am I?

ARTOO beeps. oh. oh.

INT. MAIN HANGER - COURTYARD - DAY

The large, grand cruiser of the Supreme Chancellor lands in the courtyard

of the main hanger. CAPTAIN PANAKA and TWENTY TROOPS guard NUTE GUNRAY and

RUNE HAAKO. OBI-WAN, the QUEEN, and her HANDMAIDENS stand before the

NEIMOIDIANS.

PADME : Now, Viceroy, you are going to have to go back to the Senate and

explain all this.

CAPT. PANAKA : I think you can kiss your Trade franchise goodbye.

The main ramp of the cruiser is lowered as OBI-WAN and CAPTAIN PANAKA lead

the VICEROY and HIS ASSISTANT toward the ship. The GRAND CHANCELLOR

PALPATINE and SEVERAL REPUBLIC GUARDS descend the walkway, followed by YODA

and SEVERAL OTHER JEDI MASTERS.

The CHANCELLOR PALPATINE is greeted by the QUEEN.

AMIDALA : Congratulations on your election, Chancellor. It is so good to

see you again.

PALPATINE : It's good to be home. Your boldness has saved our people, Your

Majesty. It is you who should be congratulated. Together we shall bring

peace and prosperity to the Republic.

OBI-WAN greets YODA and the OTHER JEDI as CAPTAIN PANAKA takes the

NEIMODIANS onto the cruiser.

INT. TURRET ROOM - NABOO PALACE - LATE DAY

The sun streams into the multi-windowed room at a low angle. It is not

quite sunset. YODA paces before OBI-WAN, who is kneeling in the center of

the room.

YODA : Confer on you, the level of Jedi Knight the Coucil does. But agree

on you taking this boy as your Padawan learner, I do not.

OBI-WAN : Qui-Gon believed in him. I believe in Qui-Gon.

YODA : The Chosen One the boy may be; nevertheless, grave danger I fear in

his training.

OBI-WAN : Master Yoda, I gave Qui-Gon my word. I will train Twerp. Without

the approval of the Council if I must.

YODA : Agree, the council does. Your apprentice, young Skywalker will be.

EXT. THEED - CENTRAL PLAZA - FUNERAL TEMPLE STEPS - SUNSET

QUI-GON's body goes up in flames as the JEDI COUNCIL, the squad watches. There is a drum roll that stops. Doves are released, and the body is gone. TWERP looks to OBI-WAN.

OBI-WAN : My senpai is dead :(

TWERP : What will happen to me now?

OBI-WAN : I am your Master now. You will become a Jedi, I promise.

To one side, MACE WINDU turns to YODA.

MACE WINDU : There is no doubt. The mysterious warrior was a Sith.

YODA : Always two there are...no more...no less. A master and an

apprentice.

MACE WINDU : But which one was destroyed, the master or the apprentice?

They give each other a concerned look.

EXT. THEED - CENTRAL PLAZA - DAY

They have a BIG party.

The parade marches on.