Star Wars Prequel Trilogy Re-Imagined

by Sithspeed

The Star Wars Prequel Trilogy has gone down in history as a film series riddles with problems, plot holes, and poor story telling. In order to make things right in the Galaxy, I have completed a Re-Imagining of the movies. This script uses most of the original characters and locations of the films, but uses them in what I believe is a more thoughtfully put-together plot. ENJOY!

Star Wars – Prequel Trilogy

Introduction

I remember the night that I first saw Star Wars Episode I, "The Phantom Menace." The months of anticipation, the long lines, the debates and arguments over the pictures that had been leaked out, finally the night had come. The movie theatre cheered as the opening card rang out in the theater, however, after the awesome first minutes of the film, something terribly went wrong.

As Jar Jar Binks came onto the camera, it seemed to put the audience in shock. What was going on? This had to be some kind of joke, but unfortunately, it wasn't. The holes in the story line were frightfully apparent and I barely made it through the film like most of my friends at the time. The movie that should have been one of the best movies ever created crashed and burned, and to this day I fear that the world has lost something due to the release of these movies.

I tossed and turned to try to find a solution to the problem. What could be done to salvage this atrocity to the Star Wars legacy? First the "Phantom Edit" was released, which was a much more tolerable version of the movie, but still, it was not good enough. In fact, after years of soul searching, I have come up with the only solution that can give my heart and mind rest. I had to rewrite the script and start from the ground up. No, I wont be able to make this into a film, but at least it gives me some relief to read this script and dream of what could have been.

Lucas had great ideas and great characters, however the greatest flaws of the film were the lack of a strong cohesive story line, and the absence of the things Star Wars fans wanted to see. I attempted to keep all of the characters and locations that were in the films, but use them in different ways. I also tried to keep the parts of the story line that made sense so that as you read it your mind could reminisce with those scenes of the movie that were just great. If you have a question about what a certain character looks like, just look him up on the internet because most of the characters and vehicles exist in the Star Wars universe in one way or another. I also added some footnotes that might bring to light some of the changes that were made.

I seriously wrote this work for myself, however, if you decide to give it a whirl, turn on some Star Wars music in the background for the full effect. I hope you enjoy my reworking of the prequel Star Wars movies (also please excuse any typos and misspellings).

Patrick

Star Wars

Episode I

THE PHANTOM MENACE

CARD

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

STAR WARS

Episode I

The Phantom Menace

Turmoil has engulfed the Galactic Republic. The taxation of trade routes to outlaying star systems is in dispute. Hoping to resolve the matter with a blockade of deadly battleships, the greedy Trade Federation has stopped all shipping to the small planet of Naboo. While the congress of the Republic endlessly debates this alarming chain of events, the Supreme Chancellor has secretly dispatched three Jedi Knights, the guardians of peace and justice in the galaxy, to settle the conflict...

EXT. SPACE – REPUBLIC CRUISER

A Republic Cruiser blasts through space toward the beautiful green planet of Naboo. Naboo is a blue and green planet with beautiful rings in its orbit. Naboo is also surrounded by hundreds of Trade Federation battleships.

INT. SPACE – REPUBLIC CRUISER - COCKPIT

In the cockpit the captain and pilot maneuvers closer to one of the battleships. In the passenger seats sit three robed figures.

QUI-GON : (off stage voice) Captain.

The Captain turns to an unseen figure sitting behind her.

CAPTAIN : Yes, sir?

QUI-GON : Tell them we wish to board at once.

CAPTAIN : Yes, sir.

The Captain looks to her view screen, where Nut Gunray, a Neimoidian trade viceroy, waits for a reply.

CAPTAIN : With all due respect, the ambassadors for the Supreme Chancellor wish to board immediately.

NUTE : Yes, yes, of coarse...ahhh...as you know, our blockade is perfectly legal, and we'd be happy to receive the Ambassadors...

The screen goes black. Out the cockpit window, the sinister battleship looms ever closer.

EXT. SPACE – FEDERATION BATTLESHIP – DOCKING BAY

The ship enters the enormous main bay of the Federation Battleship Obstruction.

INT. SPACE – FEDERATION BATTLESHIP – DOCKING BAY

Droids of different military variety look on as the ship lands securely. The three Jedi Ambassadors are led from the Republic Cruiser to a room looking over the docking bay by an escort droid PK-4.

The three robed figures wait quietly in the room and a protocol droid enters with a tray of beverages.

TC-14 : I'm TC-14 at your service. This way, please.

The four move down the hallway and into a formal conference room by TC-14.

INT. SPACE – FEDERATION BATTLESHIP – CONFERENCE ROOM

TC-14 : Your presence honors us greatly; I hope you will be most comfortable here. My master will be with you shortly.

The droid bows before the three Jedi, Obi-Wan Kenobi, Qui-Gon Ginn, and Kit Fisto.[1] TC-14 backs out the door and it closes. The Jedi lower their hoods and look out a large window at the lush blue green planet of Naboo. Qui-Gon is a sixty years old humanoid, has long white hair in a ponytail. He is tall and striking, with blue eyes. Obi-Wan is a twenty-five year old humanoid, with very short brown hair, pale skin, blue eyes, and a braid of hair down his back. Kit Fisto is forty year-old Nautolan with large green tentacles hanging from his head. Obi-Wan looks out the window and gazes on the planet.

OBI-WAN : I grow so weary of these trade disputes, master…(sighs) How I would like to try might hand against a Sith Lord right about now.

QUI-GON : Peace many time underappreciated Obi-Wan. The wars against the Sith were very dark times. Let us pray that those days never return.

KIT FISTO : I have a bad feeling about this.

OBI-WAN: I don't sense anything.

QUI-GON : It's something...elsewhere...elusive.

OBI-WAN : Anything is better than waiting to debate Viceroys.

QUI-GON : Keep your concentration here and now where it belongs. Be mindful of the living Force, my young Padawan.

KIT FISTO : It is good to be this close to mother planet, yet I sense fear and anger… an intangible element. How do you think the trade viceroy will deal with the chancellor's demands?

QUI-GON : These Federation types are cowards. The negotiations will be short.

INT. SPACE – FEDERATION BATTLESHIP – BRIDGE

On the Bridge of the Battleship Obstruction and Nute Gunray and Daultray Dofine, both green skin, reptilian like Neimoidians. They stand amid droids and pilots, now stunned as TC-14 has just relayed to them her recent observation.

NUTE : (shaken) What?! What did you say?

TC-14 : The Ambassadors are Jedi Knights, I believe.

DOFINE : I knew it! They were sent to force a settlement, eh. We're done for!

NUTE : (turns to Dofine) Distract them, I'll contact Lord Maul

DOFINE : Are you brain dead? I'm not going in there with three Jedi…Send a droid.

INT. SPACE – FEDERATION BATTLESHIP – CONFERENCE ROOM

In the conference room the Jedi sit at the table, enjoying their beverages. TC-14 re-enters and the door closes behind her.

OBI-WAN : Is it in their nature to have us wait so long?

QUI-GON : No, I sense great deal of apprehension for a matter as trivial as a trade dispute.

INT. SPACE – FEDERATION BATTLESHIP – BRIDGE

On the bridge, Nute presses some dials and a hologram image of a black-cloaked Iridonian with a tattooed face appears before them.

MAUL[2] : What is it?

DOFINE : Maul, this blockade of yours is over. The senate has sent three Jedi, we dare not go against them.

MAUL: Viceroy, get this…thing…out of my sight. This is unfortunate...we must now accelerate our plans. Begin landing your troops.

NUTE : But Lord Maul, is that legal?

MAUL : My master will make it legal.

NUTE : And what of the Jedi?

MAUL : I'll be there soon to overlook your invasion and take care of the Jedi personally. In the meantime, Viceroy,…act quickly, for they already know of your deception.

The hologram dissipates and Nute flips a dial.

INT. SPACE – FEDERATION BATTLESHIP – HANGER BAY

Battle Droids target the Republic Cruiser in the hanger and with a large mounted gun; destroying the ship in one blast with its crew inside.

INT. SPACE – FEDERATION BATTLESHIP – CONFERENCE ROOM

The Jedi sense the death of their captain and pilot and quickly ignite their light sabers, immediately the room in which the Jedi wait fills with a poisonous gas. Kit Fisto reacts first.

KIT FISTO: Noxious Fume

All three Jedi breathe in what good air existed in the room and backed into the misty cloud holding their breath.

INT. SPACE – FEDERATION BATTLESHIP – HALLWAY

A hologram of Nute, surrounded by Battle Droids, appears in the hallway outside of the conference rooms closed doors.

NUTE : (to the battle droids) They must be dead by now. Blast, what's left of them.

The hologram fades off, as a battle droid, OWO-1, cautiously opens the door. A deadly green cloud billows from the room. Battle Droids cock their weapons as a figure stumbles out of the smoke. It is TC-14, carrying the tray of drinks.

TC-14 : Oh, excuse me, so sorry.

OWO-1 turns to the battle droid to his left.

OWO-1 : Check it out first Corporal, we'll cover you.

BATTLE DROID : Rodger, Rodger

The protocol droid passes the armed droids just as two flashing laser swords fly out of the deadly fog, cutting down several Battle Droids before they can fire.

INT. SPACE – FEDERATION BATTLESHIP – BRIDGE

The Federation Battleship Bridge is a cacophony of alarms. Nute and Rune Haako watch as OWO-1 is on the view screen.

OWO-1 : The Jedi are….

OWO-1 is suddenly cut in half in mid-sentence. Rune gives Nute a worried

look.

NUTE : What is going on down there?

RUNE : Have you ever encountered a Jedi Knight before, sir?

NUTE : Well, not exactly, but I don't...(panicked) Seal off the bridge!

RUNE : That won't be enough, sir.

The doors to the bridge slide shut.

NUTE : I want destroyer droids up here at once!

RUNE : We will not survive this.

INT. SPACE – FEDERATION BATTLESHIP – HALLWAY

The three Jedi begin their way to the Bridge of the Battleship with light sabers flying. Qui-Gon cuts through several battle droids, creating a shower of sparks and metal parts. Obi-Wan raises his hand, sending several battle droids crashing into the wall. Kit Fisto deflects laser fire destroying droid after droid with their own weapons. Finally they make it to the bridge door. Qui-Gon begins to cut through it slowly with his light saber.

INT. SPACE – FEDERATION BATTLESHIP – BRIDGE

On the other side the crew becomes very nervous as sparks start flying around the bridge door. The three Jedi are on all of their view screens.

NUTE : Close the blast doors!

INT. SPACE – FEDERATION BATTLESHIP – HALLWAY

The huge, very thick blast door slams shut, followed by a second door, then a third. There is a hissing sound as the huge doors seal shut. Qui-Gon taps the door with his sword. Then Qui-Gon centers his light saber in the middle of the door heating it up and penetrating through to the other side of the blast doors.

INT. SPACE – FEDERATION BATTLESHIP – BRIDGE

RUNE : ...They're still coming through!

On the door, chunks of molten metal begin to drop away.

NUTE : Impossible! This is impossible!

RUNE : Where are those destroyer droids?!

INT. SPACE – FEDERATION BATTLESHIP – HALLWAY

Ten ugly destroyer wheel droids roll down the hallway at full speed. Just before they get to the bridge area, they stop and transform into their battle configuration.

KIT FISTO : Destroyer droids!

OBI-WAN : Offhand, I'd say were wearing out our welcome.

QUI-GON : Let's find an escape, they have shield generators.

The Jedi deflect several laser blasts back into the destroyer wheel droids shields and dart faster than the eye could catch them down the hallway. The wheel droids rush the entry area from three hallways, blasting away with their laser guns. They stop firing and stand in a semi-circle as the smoke clears. The Jedi are nowhere to be seen for they materialize at the far end of the hallway and dash through the doorway that slams shut. The Wheel Droids pursue.

INT. SPACE – FEDERATION BATTLESHIP – BRIDGE

Nute and Rune stand on the bridge, watching the view screen as the Wheel Droids speeds to the doorway.

RUNE : We have them on the run, sir...they're no match for destroyer droids.

BRIDGE MONITOR: Sir, they've gone up the ventilation shaft.

INT. SPACE – FEDERATION BATTLESHIP – LARGE HAGER BAY

The three Jedi make it out of the ventilation chambers and into a large hanger bay.

They are careful not to be seen. Thousands of battle droids are loading onto landing craft.

QUI-GON : Battle droids.

OBI-WAN : It's an invasion army.

KIT FISTO : It's an odd play for the Trade Federation. We've got to warn the Naboo and Nautolan. Let's split up. Stow aboard separate ships and meet down on the planet.

QUI-GON: Right, you alert the Nautolan[3] and we will work our way to Theed to warn the Naboo.

OBI-WAN : You were right about one thing, Master. The negotiations were short.

KIT FISTO: May the force be with you.

INT. SPACE – FEDERATION BATTLESHIP – BRIDGE

Back on the Bridge, the communication's monitor, Tey How receives a transmission.

TEY HOW : Sir, a transmission from the planet.

RUNE : It's Queen Amidala herself.

NUTE : At last we're getting results.

On the view screen, Queen Amidala appears in her throne room. She appears to be around the age of 16 and she is wearing her elaborate headdress and robes. She sits, surrounded by the Governing Council and Four Handmaidens, Eirtae, Yane, Rabe, and Sache.

NUTE : Again you come before us, Your highness. The Federation is pleased.

AMIDALA : You will not be pleased when you hear what I have to say, Viceroy...Your trade boycott of our planet has ended.

Nute smirks at Rune.

NUTE : I was not aware of such a failure.

AMIDALA : I have word that the Senate is finally voting on this blockade of yours.

NUTE : I take it you know the outcome. I wonder why they bother to vote.

AMIDALA : Enough of this pretense, Viceroy! I'm aware the Chancellor's

Ambassadors are with you now, and that you have been commanded to reach a settlement.

NUTE : I know nothing about any Ambassadors...you must be mistaken.

Amidala, surprised at his reaction, studies him carefully.

AMIDALA : Beware, Viceroy...the Federation is going too far this time.

NUTE : Your Highness, we would never do anything without the approval of

the Senate. You assume too much.

AMIDALA : We will see.

The Queen fades off, and the view screen goes black.

RUNE : She's right, the Senate will never...

NUTE : It's too late now.

RUNE : Do you think she suspects an attack?

NUTE : I don't know, but we must move quickly to disrupt all communications down there. Get me the General.

A hologram appears before Nute and Rune of a White skeletal droid like being with a casing at his torso that houses a beating heart.

NUTE : Commence the invasion General Grievous and knock out all off planet communication relays.

GRIEVOUS[4] : (with a thick German accent) With Pleasure Viceroy

INT. NABOO – NABOO PALACE – THROWN ROOM - DAY

Meanwhile down on the planets surface, the Queen Amidala, Eirtae, Sache, Admiral Panaka, and Governor Sio Bibble stand before a hologram of Senator Palpatine, a thin, kind looking man.

PALPATINE : ...How could that be true? I have assurances from the Chancellor...his Ambassadors did arrive. It must be the...get...negotiate...

The hologram of Palpatine sputters and fades away.

AMIDALA : Senator Palpatine?

She turns to Admiral Panaka.

AMIDALA : Admiral Panaka, What's happening?

Panaka turns to his sergeant.

PANAKA : Check the transmission generators...

BIBBLE : A malfunction?

PANAKA : It could be the Federation jamming us, Your Highness.

BIBBLE : A communications disruption can only mean one thing. Invasion.

AMIDALA : Don't jump to conclusions, Governor. The Federation would not dare go that far.

PANAKA : The Senate would revoke their trade franchise, and they'd be finished.

AMIDALA : We must continue to rely on negotiation.

BIBBLE : Negotiation? We've lost all communications!...and where are the

Chancellors Ambassadors? How can we negotiate? We must prepare to defend ourselves.

PANAKA : This is a dangerous situation, Your Highness. Our security volunteers will be no match against a battle-hardened Federation army.

AMIDALA : I will not condone a course of action that will lead us to war.

EXT. SPACE – ABOVE NABOO

Just outside Naboo's orbit six C-9979 landing craft fly in formation toward the surface of the planet Naboo.

EXT. NABOO – NABOO SWAMP – DAY

C-9979 landing craft slowly descend through the cloud cover of the perpetually gray twilight side of the planet. One by one, the Federation warships land in the eerie swamp with tall trees and thin underbrush. The three Jedi have made it to the surface.

Kit Fisto runs from one of the landing crafts and leaps into a lake. His head emerges from the lake. In the background, the activities of the invasion force can be seen in the mist. Kit Fisto then disappears again under the swamp lake as Troop Transports emerge from the C-9979 landing craft.

EXT. NABOO – NABOO PLAIN - DAY

The droid invasion force moves out of the swamp and onto a grassy plain.

OOM-9, in his tank, looks out over the vast army marching across the rolling hills. A small hologram of Rune and Nute stands on the tank.

RUNE : There is no trace of the Jedi on board. They may have gotten onto one of your landing craft.

OOM-9 : If they are down here, sir, we'll find them. We are meeting no resistance.

NUTE : Excellent. Do not underestimate the Jedi.

EXT. NABOO – NABOO SWAMP – DAY

Across the swamp Qui-Gon and Obi-Wan jump out of a large MMT or Droid Transport and cut a squad of battle droids to pieces with their light sabers.

QUI-GON : Let's go, before more of those droids show up.

OBI-WAN : I was just getting warmed up

Obi-Wan and Qui-Gon start to run through the forest.

OBI-WAN : Do you think Kit made it to the surface safely?

QUI-GON : Yes, feel his presence in the force young padawan. He is at home here and will warn his people of the invasion. We must get to the Queen before the droid army does.

OBI-WAN : Will they kill her master?

QUI-GON : Not likely, I can't see what they would earn out of it. However it will be in our best interest to return her to Coruscant.

EXT. NABOO – LAKE CLEARING

Near a swampy lake Kit Fisto runs toward the water and catches his breath. Transports are heard in the distance. Kit dives into the murky depths.

EXT. NABOO – LAKE – SUBMERGED

In the distance the glow of Otoh, an underwater city made up of large blue bubbles, becomes more distinct.

INT. NABOO – OTOH – CENTER SQUARE - SUBMERGED

Kit Fisto swims almost magically through one of the bubble membranes into a clear light water habitat. Nautolan's swim in the center square until one notices at Kit. She swims toward Kit. She speaks to him in an alien Tongue.

Met Siffra[5]: (translated with subtites) Kit? Is that you?

The tentacles off her head vibrate

Kit : Yes, It has been some time.

Met : I haven't seen you since…

The two Nautolan's embrace each other, Met continues.

Met : Since you were to be Jedi. We have missed you so!

A crowd gathers of swimming green amphibious humanoids.

Kit : It is good to see you too, however, there's no time to waist. I need to see Chief Nass, there is an invasion of our planet.

INT. NABOO – OTOH – CAPITAL CHAMBERS - SUBMERGED

Kit Fisto swims to the capital where Chief Nass's chambers exist; little time passes as the Nautolan Officials gather in the capital. The room has bubble walls, with small lighted fish swimming around outside like moving stars. A long circular judge's bench filled with Nautolan Officials dominate the room. Chief Nass sits on a higher bench than the others.

CHIEF NASS : Some time is has been since you left us to become a Jedi. We always new that greatness was in your future. Welcome back home Kit, now why do you grace us with your presence after so many long years?

Kit now stands before the Chief.

KTI FISTO : A droid army has invaded our planet, I have come to warn you so you may ready yourselves.

CHIEF NASS : And you have been sent to protect us from such a threat?

KIT FISTO : I will protect my people, however the droid army is about to attack the Naboo, we must come to their aid. Together we may be able to stop the droids. Two of my fellow Jedi now are on their way to assist the Naboo as we speak.

CHIEF NASS : Fisto, as you know, we have not had communion with the Naboo for several suns. The Naboo have their ways and we have ours….

KIT FISTO : This invasion effects Naboo and Nautolan alike. After the droids take control of the surface, they will find and destroy you, for this I am certain.

CHIEF NASS : I see no need for concern,…our dwelling is secret, not even the Naboo know of its whereabouts, we have no stake in the Republic…We are safe here, I see no need to put fellow Nautolans in way of danger to protect the land dwellers.

KIT FISTO : With my own eyes I have seen droids of all shape and size. Mobile in Land, Sea, and Air, with speed and ease they will defeat our amphibious militia.

Chief Nass speaks to his officials briefly. Kit swims closer to the Chief

KIT FISTO : We and the Naboo form a symbiotic circle. What happens to one of us affects the other. You must understand this.

CHIEF NASS : I'm sorry Master Fisto, but I see no such relationship between us and the Naboo…however, we shall send our scouts to verify your claims…If there is a threat, we will be ready. Please, stay here Kit, feast with us, stay at your leisure till the scouts return.

KIT FISTO : I'm am sorry, I must leave for now to assist my brothers in their mission to protect the Queen of Naboo. I hope to return before the droids attack our home. Please prepare yourself for invasion.

And with that Kit leaves the underwater paradise he once called home.

EXT. NABOO – THEED – CITY LIMITS - DAY

Back on the Surface, General Grievous stands overlooking the city of Theed, the Capital of the Naboo. The beautiful renaissance architecture and apparent communion with nature blossoms forth from the city like paradise. A group of Nubians are bound and being pushed into a holding cell by Battle droids. Battle droids and tanks surround Grievous and a hologram of Nute and Rune stand before him.

GRIEVOUS : The invasion is on schedule Viceroy

NUTE : Good, Lord Maul assures us that the Senate has been bogged down in procedures. By the time this incident comes up for vote, they will have no choice but to accept our control of the system.

GRIEVOUS : Indeed, on my account we will meet no opposition upon entering the Capital. You may transport safely to the surface.

NUTE : And what of the missing Jedi?

GRIEVOUS : They destroyed one of my battalions, I only hope to meet them and take care of them personally.

NUTE : Be cautious with the Jedi General, they are not to be underestimate. Lord Maul is in transport and will be here soon to dispose of those pests.

GRIEVOUS : (laughs) You may proceed with your landing Viceroy.

EXT. NABOO – THEED – CITY LIMITS - DAY

The long columns of the droid army move down the main road leading to Theed, the Naboo capital as Qui-Gon and Obi-Wan sneak into the outskirts of the city slowly as to not be seen.

QBI-WAN : It looks like we're too late to reach the Queen first, Master.

QUI-GON : Yes, we will need to find a back entrance.

Just then Qui-Gon's communicator lights up. He answers to a hologram of Kit.

KIT FISTO : The Nautolans will not fight to protect the Naboo, it looks like we are on our own.

QUI-GON : The main entrance to the city is cut off, we must get to the queen an alternate way, any suggestions.

KIT-FISTO : As a child I used to swim up stream from the lake behind the capital. There is cavern near that I believe leads beyond the city walls.

QUI-GON : Thank you Master Fisto, meet us at the capital.

Qui-Gon turns his communicator off.

QUI-GON : (to Obi-Wan) Ready for a swim?

EXT. NABOO – THEED – PLAZA - DAY

A transport carrying Nute and Rune lands in Theed Plaza. They exit the transport.

NUTE : Ah, victory!

General Grievous walks to greet them

GRIEVOUS : And now Viceroy I bring you the Queen Amidala herself.

Queen Amidala, Sio Bibble, and five of her handmaidens (Eirtae, Yane, Padme, Rabe, Sache) are surrounded by twenty droids. Admiral Panaka and four Naboo Guards are also held at gunpoint.

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.

GRIEVOUS : (in a slime ball voice) Pretty, isn't she?

NUTE : Now, now, your Highness. You are not going to like what we have in store for your people. In time, their suffering will persuade you to see our point of view. GRIEVEOUS : Commander. (OOM-9 steps forward) Process them.

OOM-9 : Yes, sir! (turns to his sergeant) Take them to Camp Four.

The Sergeant marches the group off.

INT. NABOO – THEED – UNDERGROUND CAVE - DAY

Meanwhile Obi-Wan and Qui-Gon pull themselves out of a lake into a dark cave. Traveling thought the cave they pass many different openings that lead into a number of directions.

QUI-GON : Do you sense that Obi-Wan?

OBI-WAN : Yes, that elusive feeling…calculating.

QUI-GON : Yes, I sense it too…something is here…concealed.

The two pause for a second

QUI-GON : There's no time, we must get the Queen. This way I hope.

The Jedi run uphill in the cavern till they emerge behind a waterfall in the palace court.

EXT. NABOO – THEED – COURTYARD - DAY

To their luck, they find the Queen's party being escorted by ten battle droids. Unbeknownst to the droids, Qui-Gon and Obi-Wan sneek 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. More droids move forward and are also cut down by the Jedi's flashing lightsabres until there is only the Droid Sergeant left. The Sergeant starts to run but is pulled back to Qui-Gon by the Force, until finally the Jedi destroy him.

The Naboo stand in amazement

QUI-GON : Your Highness, we are the Ambassadors from the Supreme Chancellor.

BIBBLE : Your negotiations seem to have failed, Ambassador.

QUI-GON : The negotiations never took place. Your Highness, we must make contact with the republic.

AMIDALA : I thought there were three of you?

OBI-WAN : The third will be with us shortly, he is a native.

Admiral Panaka steps forward.

PANAKA : They've knocked out all our communications.

QUI-GON : Do you have transports?

PANAKA : In the main hanger. This way.

EXT. NABOO – THEED – ATRIUM - DAY

Kit Fisto now swims his ways quietly past a maze of high walls and trellises in a Naboo courtyard. His head dips in and out of the water as he draws very close to a droid battalion without being seen. General Grievous is with them furious, as a droid has just delivered news of the Queen's disappearance.

BATTLE DROID : Two Jedi attacked battalion 23b and escaped with the queen, sir.

GRIEVOUS : What!? Seal off the main hanger you idiot! That's where they must be heading!

Grievous runs ahead of the guards as Kit Fisto leaps out of the water undetected behind the general.

INT. NABOO – THEED – MAIN HANGER – HALLWAY - DAY

At the main hanger, Admiral Panaka cracks open a side door to the central hanger. Qui-Gon looks in over his shoulder. Obi-Wan, the Queen and the rest of the group are behind him. They see several Naboo spacecraft guarded by about thirty battle droids. Alarms can be heard in the distance.

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 may kill you if you stay.

BIBBLE : They wouldn't dare.

PANAKA : They need her to sign a treaty to make this invasion of theirs legal. They can't afford to kill her.

QUI-GON : The situation here is not what it seems. There is something else behind all this, Your Highness. There is no logic in the Federation's move here. 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.

PANAKA : Getting past their blockade is impossible, Your Highness.

Any attempt to escape will be dangerous.

BIBBLE : Your Highness, I will stay here and do what I can...They will have to retain the Council of Governors in order to maintain control. But you must leave...

The Queen turns to Padme and Eirtae.

AMIDALA : Either choice presents a great risk...to all of us...

PADME : We are brave, Your Highness.

An Alarm goes off close to the group.

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. NABOO – THEED – MAIN HANGER BAY - DAY

The door opens to the main hanger. The Two Jedi Lead the group and head for a sleek chrome spacecraft. Sio Bibble, Yane and Sache stay behind. The Handmaidens begin to cry.

PANAKA : We need to free those pilots.

Admiral Panaka points to twenty guards, ground crew, and pilots held in a corner by six battle droids.

OBI-WAN : I'll take care of that.

Obi-Wan heads toward the group of captured pilots. Qui-Gon and the Queen, Admiral Panaka, and the rest of the group approach the droid guards at the ramp of the Naboo craft.

GUARD DROID : Hault, Where are you going?

QUI-GON : I'm Ambassador for the Supreme Chancellor, and I'm taking those people to Coruscant.

DROID GUARD : (confused) Coruscant…ummm….You're under arrest!

The Droid Guard draws his weapon, but before any of the droids can fire, they are cut down by Qui-Gon. Obi-Wan attacks the droid guards around the Naboo Pilots with ease. Qui-Gon and Obi-Wan stand, fighting off droids as the others including the pilots rush on board the spacecraft. Destroyer Droids roll into the Hanger Bay with General Grievous just behind. The Battle Droids begin to fire at the Jedi.

GRIEVOUS : Ahh…Finally some action.

QUI-GON : (to the ship) Take Off!

Obi-Wan and Qui-Gon look at each other and Grievous launches himself toward the Jedi igniting two brightly colored light sabers, engaging the two Jedi at close range.

GRIEVOUS : You'll never escape alive, Jedi Scum.

The Naboo spacecraft starts its engines and begins to take off, the door to the ship is still open. Suddenly, at the entrance of the hanger the two Destroyer Droids fly into each other, knocking themselves to pieces. Grievous, appearing to be trained in the use of a lightsaber, looks over at the destroyer droids, only to be thrown across the room and out the hanger bay by the force. Kit Fisto runs toward the ship with his light saber drawn and hand outstretched.

OBI-WAN : Good timing.

KIT FISTO : Let's Go

The three Jedi leap on to the door ramp and enter the ship as it begins to take off. Grievous gets up and watches as the ship takes off at breakneck speed exiting the hanger. Battle Droids standing in the hanger shoot at them as they take off.

GRIEVOUS : Run Jedi Run, for you have only prolonged the inevitable.

EXT. SPACE – NABOO ATMOSPHERE

The sleek spacecraft speeds away from the planet of Naboo and heads for the deadly Federation blockade.

INT. SPACE - SOVEREIGN WING - BRIDGE

On the Naboo Spacecraft, the Sovereign Wing[6], the pilot, Gregar Typho[7], Navigates toward a massive battleship, Qui-Gon and Admiral Panaka watch.

TYPHO : ...our communications are still jammed.

The Naboo Spacecraft, surrounded by explosions, heads even closer to the massive Federation battle ships.

TYPHO : There's the blockade, hang on.

Alarm sounds fill the Cockpit as Obi-Wan and Kit Fisto enters. The ship shakes as it is hit by laser fire from the battle ship.

TYPHO : The shield generator's been hit. Our deflector shields can't withstand this...

Again, the ship shakes as lasers pelt the chrome ship.

TYPHO : A Direct Hit! Powers Down!...Hopefully the repair droids can fix it.

INT. SOVEREIGN WING – DROID HOLD - SPACE

Below the ship's cockpit, in the droid hold, the lights of four Astro Mech droids flicker on, all of different colors: Red, Black, Yellow, and Blue. The droids are activated and rush to an exterior air lock. A very determined blue Astro Mech Droid enters an air lock and is ejected onto the exterior of the ship.

PANAKA: Stay on course!

QUI-GON: Do you have a cloaking device?

PANAKA: No, this is not a warship, we have no weapons. We're a non-violent people, that is why the Federation was brave enough to attack us.

TYPHO: We won't make it!

EXT. SOVEREIGN WING – EXTERIOR OF THE SHIP - SPACE

The Droids pop onto the exterior of the Naboo Spacecraft sticking to it magnetically; the ship races across the surface of the massive Federation Battleship, as its guns blast two Astro Droids to pieces.

INT. SOVEREIGN WING - BRIDGE - SPACE

OBI-WAN: We're losing droids fast.

PANAKA: If they can't get those shield generators fixed we will be sitting ducks.

TYPHO: The shields are gone!

EXT. SOVEREIGN WING – EXTERIOR OF THE SHIP - SPACE

The Federation Battleship blows away one more Astro Droid. The blue Droid connects some wires, causing sparks to fly.

INT. SOVEREIGN WING - BRIDGE - SPACE

TYPHO : Powers back! That little droid did it. He bypassed the main power drive. Deflector shield up, at maximum.

EXT. SOVEREIGN WING – EXTERIOR OF THE SHIP - SPACE

The lone blue droid finishes his repairs and goes back into the ship. The Naboo spacecraft races away from the Federation battleship. As soon as the ship is safely away from the blockade, Qui-Gon, Obi-Wan, and Kit Fisto leave the Cockpit and enter a sleek hallway.

INT. SOVEREIGN WING – HALLWAY - SPACE

OBI-WAN : What was that back there?

QUI-GON : An cyborg, obviously trained in the art of the light saber.

KIT-FISTO : I overheard his conversation. He is in command of the Droid Army.

OBI-WAN : Was he once a Jedi?

QUI-GON : No, I did not sense that the force was with him.

OBI-WAN : So where did he get two lightsabers?

KIT-FISTO : I'm afraid to find out.

QUI-GON : We must get to Coruscant and inform the Jedi Council, I'm afraid a long distance transmission could be tracked. We've definitely stepped into something greater than expected. Kit, check on the Queen, we'll talk with the pilot. The Jedi head their separate ways.

INT. SOVEREIGN WING - BRIDGE - SPACE

Upon entering the Cockpit, Obi-Wan and Qui-Gon take seats behind Typho.

QUI-GON: Greetings captain…

TYPHO: Typho sir,

QUI-GON: What's our status?

TYPHO : 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. How long do we have?

TYPHO : Only a few parsecs.

Qui-Gon studies a star chart on a monitor.

OBI-WAN : Here, Master. Mandalore[8]… It's the only inhabitable planet within range.

QUI-GON : Yes and the Trade Federation has no presence there.

PANAKA : How can you be sure?

QUI-GON : The Mandalorians have strong standing anti-droid regulations on their planet.

PANAKA : But the Mandalorians are known mercenaries and slave traders. It is no place for a Queen. Since the Mandalorian Civil War their government has become unstable and weak.

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

PANAKA : You can't take Her Royal Highness there! The Mandalorians are bounty hunters... If they discovered her...

QUI-GON : ...It would be no different than if we landed on a system controlled by the Federation...except the Mandalorians aren't looking for her, which gives us an advantage.

Admiral Panaka takes a deep breath in frustration as the Naboo spacecraft races away.

INT. SOVEREIGN WING – QUEENS QUARTERS - SPACE

Back in the Queen's quarters on the Naboo Spacecraft, Kit Fisto stands before the Queen who sits next to three handmaidens, Padme, Eirtae, and Rabe.

AMIDALA : Master Jedi, you are Nautolan, yet you came to help the Naboo, this in the past has been difficult for our cultures.

KIT FISTO : Indeed, but experience outside of my home world has given me great insight into the greater good.

AMIDALA : Your help in this matter is greatly appreciated, may we hope for a future where our peoples will work together in harmony.

KIT FISTO : I would want nothing greater

Just then Admiral Panaka, Obi-Wan, and Qui-Gon enter the Queen's quarters. Admiral Panaka looks nervously to Obi-Wan and Qui-Gon.

QUI-GON : Yor Highness, we are heading for the planet Mandalore. It is in a system far beyond the reach of the Trade Federation. There we will be able to make needed repairs, then travel on to Coruscant.

PANAKA : Your Highness, Mandalore is very dangerous. It's underworld is controlled

by an alliance of mercenaries. I do not agree with the Jedi on this.

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

Amidala and Padme exchange looks.

EXT. SPACE – FEDERATION BATTLESHIP – DOCKING BAY

Back at Naboo's Orbit, a black ship approaches the Battle Ship Obstruction and lands in the docking bay. Dofine walks to the ships ramp as a black robbed individual exits to meet them.

DOFINE : We control all the cities in the North and are searching for any other settlements...

DARK ROBBED FIGURE: Destroy all high-ranking officials, Viceroy...slowly...quietly. And Queen Amidala, has she signed the treaty?

DOFINE : She has disappeared, My Lord. One Naboo cruiser got past the blockade.

The Black Robbed individual removes his hood to expose his face. It is Darth Maul.

DARTH MAUL : Viceroy, find her… That treaty must be signed if you desire legal control of this quadrant.

DOFINE : My Lord, it's impossible to locate the ship. It's out of our range. We believe the Jedi are with her.

DARTH MAUL : ...out of range for your droids perhaps, but not for a Sith... My master will help find your lost ship.[9]

DOFINE : Yes, My Lord.

DARTH MAUL: Now ready my transport to the surface.

INT. SOVEREIGN WING - BRIDGE - SPACE

A short time passes and Obi-Wan, Qui-Gon, and Panaka watch over Gregar Typho's shoulder. A large arid planet appears directly ahead. Typho searches his scopes.

OBI-WAN : That's it. Mandalore.

TYPHO : There's Keldabe, the capitol city of the North.

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

EXT. SOVEREIGN WING – MANDALORE ORBIT - SPACE

The ship heads toward the planet of Mandalore. The Naboo spacecraft lands in a beige grassy arid area in a swirl of dust. The capital spaceport of Keldabe is seen in the distance. The city appears to be ancient, with large trees, mosques, temples, and ruins paralleled with modern structures and all manner of spacecraft.[10]

INT. SOVEREIGN WING – ENGINEERING - DAY

Captain Typho is hoisting the hyperdrive out of a floor panel as Kit Fisto looks on. Obi Wan and Qui Gon approach. Captain Typho looks at the hyperdrive.

TYPHO: The Hyperdrive generator is gone. We will need a new one.

Qui Gon looks to Kit Fisto

QUI-GON : Obi Wan and I will search for a hyperdrive. You stay here and guard the ship.

KIT FISTO: Suits me, the planet is a little dry for my taist.

QUI-GON: Don't let them send any transmissions. Be wary...I sense a disturbance in the Force.

KIT FISTO : I fell it also….may the force be with you.

Qui Gon and Obi Wan head to the exit ramp.

EXT. MANDALORE – KELDABE - SOVEREIGN WING – DAY

The two Jedi step out of the ship and see Keldabe in the distance. Several red tall trees stand in their path, somewhat concealing their ship.

OBI WAN : My first time on Mandalore.

QUI-GON : With luck we will find a Hyperdive that is compatible with Naboo technology close by.

The two Jedi head for the city as space ships sail overhead toward the city.

EXT. MANDALORE – KELDABE – MAIN ROAD - DAY

The two Jedi head to the city eventually making it to a main road of Keldabe. There is a lot of traffic and they pass citizens of all types including a unit of Mandalorian Guards.[11] The two see many aliens and seem to fit right into the environment with the hoods of their capes draped over their heads.

OBI WAN : Interesting, I see no droids on this planet.

QUI-GON : Droids were banded off the planet after the Mandalorian Civil War. The Mandalorian's are a proud people who find droids inferior to humanoids.

OBI WAN : Typically humanoids fear a droids superior skill level.

QUI-GON : Indeed, but droids lack reason and instinct. Unfortunately this planet's philosophy highly promotes the slave trade business.[12]

A Green Alien bumps into Obi-Wan as he passes.

OBI-WAN : They certainly welcome aliens here.

QUI-GON : Luckily we fit right in. We need not draw attention to ourselves.

INT. NABOO – CAVE - NIGHT

Back on Naboo, Darth Maul kneels before a red hologram of a cloaked individual. He appears to be in a cave.

DARTH MAUL : The Jedi and the Queen escaped off the planet before I arrived.

DARTH SIDIOUS : Did she sign the treaty?

DARTH MAUL : No master.

SIDIOUS : I want that treaty signed!

MAUL : Shall I track them down?

SIDIOUS : No….stay on the planet Naboo and oversee the occupation for now. I will find the lost queen….

MAUL : Yes my master.[13]

EXT. – MANDALORE – KELDABE – PLAZA - DAY

On Mandalore, the Jedi walk on. After visiting several shops, they come to a little plaza surrounded by several junk spaceship dealers.

QUI-GON : Finding a Hyperdrive may be more difficult than we thought.

Qui-Gon closes his eyes and feels the force pulling him toward a specific small shop.

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

They head for a little junk shop that has a pile of broken spaceships stacked up behind it.

EXT. – MANDALORE – KELDABE – ATTO'S[14] SHOP – BACK YARD - DAY

In the junkyard behind the main building three slave, humanoid boys, dressed in rags and straps, are sitting on a crushed space ship next to a Pod Racer. They are around the age of 15 or 16.[15]

SID ARRIST : Did you see Gasgano's new pod?

BABO TIFF: Man, its awesome, might even beat Sebulba.[16]

SID : No way, Sebulba will dominate as usual, no doubts there.

BABO : One day we'll beat him…

SID : Not with this wreck. What about you Anakin, think you can keep up with Gasgano now?

ANAKIN SKYWALKER : (seems to have been daydreaming)

SID: Anakin?

ANAKIN: (Snaps out of it) huh? Oh, well sure!...well…If we can get the boosters to stay aligned, …[17]

Just then, from inside Qui-Gon and Obi-Wan enter the dingy little shop. The boys can see them through an outside opening. The two Jedi are met by a middle aged Mandalorian junk dealer.

SID : Great…Customers (sarcasm)

Anakin looks curiously at the Jedi…

ANAKIN : Hey…those are Jedi.

BABO : How can you tell?

ANAKIN : I don't know…I've seen them before I think.

Qui-Gon and Obi-Wan talk with the shopkeeper, suddenly the shopkeeper steps outside and yells at the boys.

ATTO MANDRAN : Hey Boys, Hoist the J-Type Hyperdrive!

The boys then rush off to work. The Jedi and Atto head out into the junkyard.

The boys connect three ropes to pulleys and pull out of a pile of junk a large piece of equipment. Atto reads a small portable monitor he is holding. He stands before the hyperdrive.

ATTO : ...Here it is...a J-Type T-14 hyperdrive generator! Your in luck, I'm the only one hereabouts who has one...but you might as well buy a new ship. It would be cheaper, I think...why do you need a T-14, the only ships that use them are….ummm. Nubian I think, or maybe…

The boys are straining to keep the hyperdrive alift. Qui Gon interrupts…

QUI-GON : I have 20,000 Republic dataries, will that be enough?

ATTO : Sure, sure, I've been trying to get rid of this thing for some time.[18]

The boys are really struggling, pulling on the hoists with all their might as the Jedi and Atto come to an agreement.

ANAKIN : (yells) Carefull!

Just then Sid's rope breaks and the Hyperdrive begins to fall onto him. Babo looses grip of the rope and it looks as if Sid will be crushed under the falling Hyperdrive. Anakin, still holding on to his rope, pulls with all his might. His eyes are closed and miraculously the hyperdrive levitates itself above Sid. This would look impossible due to the angle of the hyperdrive and the rope that Anakin still holds. [19]

Atto stands speechless; Qui-Gon is quick to gain assistance. And he levitates the Hyperdrive to a floating lift in the junkyard, undamaged.

ATTO : You two are some sort of Jedi?!

Babo looks over at Anakin

BABO : How did you know he was a Jedi?

The Jedi look at Anakin

QUI-GON : It is true, we are here to assist a friend in distress. Thank you for your assistance.

Qui-Gon then turns to Atto

QUI-GON : I believed we settled on 20,000.

Qui-Gon then gives the credits over to Atto.

QUI-GON : Shopkeep, we will need a good hand like this lad in the installation of the hyperdrive. Would you mind if we use the slave for the rest of the day?

ATTO: Well,…I don't know. He is a very good use to me….

QUI-GON: We will play you for his assistance

ATTO: …I will let you use him, but bring him back in one piece Jedi….by morning at the least, and I want the lift back too.

Anakin's eye's light up, he turns to Babo.

ANAKIN: Did you hear that?

Qui-Gon turns to Anakin again.

QUI-GON : What is your name?

ANAKIN : Anakin Skywalker sir.

QUI-GON : Well Anakin, it looks like you will be with us for the rest of the day. My name is Qui-Gon Jinn, and this is Obi Wan Kenobi.

ANAKIN: Nice to meat you (Shakes hands with Obi Wan)

QUI-GON : Let's get going now, we haven't the time to loose. Get the hyperdrive Anakin, and we'll escort you to our ship.

ATTO : Anakin, be back by morning!

Anakin prepares the hyperdrive for transport, and the Jedi walk toward the front door of the building.

EXT. MANDALORE – KELDABE – MAIN PLAZA - DAY

OBI-WAN : I assume that it wasn't just you back there?

QUI-GON : Indeed, the boy has extraordinary force potential, I feel as if the force guided us to him.

OBI-WAN : Curious that he has not been found and trained?

QUI-GON : The Jedi have had little dealings on this planet. I for one have only been here once during the Mandalorian Civil War many years ago.

The two Jedi stop and turn to look at Anakin who is pushing the hyperdrive on a levitating lift.

QUI-GON : My feelings tell me that he may be one who can bring balance to the force.

OBI-WAN : Don't assume too much Master.

QUI-GON : Remember Obi-Wan, the force works in mystery. To the force our actions are predestined, why else would we end up in such a curious position.

OBI-WAN : But he is too old to begin training.

QUI-GON : Nonsense…I will test the boy when we return to the ship.

Qui-Gon motions to Anakin. Anakin is pushing the hyperdrive lift. Qui-Gon moves next to the boy.

QUI-GON : This way Anakin, now…tell me something about yourself.

The group walks off, back onto the main road toward the ship. As they walk back to the ship a group of Mandalorian Guards watch them closely as they pass.

EXT. MANDALORE – KELDABE – SOVEREIGN WING - DAY

They return to the ship and Kit-Fisto and Typho examine the Hyperdrive.

TYPHO : A T-16 Hyperdrive. This should work with the Sovereign Wing, but how are we going to hoist it into place.

KIT FISTO : Leave that to me captain.

Kit lifts the hyperdrive with the force and moves it into the ship. Anakin looks on with amazement. R2-D2 rolls out of the Sovereign Wing, and runs up to Gregar Typho.

ANAKIN : Wow, an Astro Droid!

R2-D2 then turns to Anakin and rolls over to him chirping and whistling.

ANAKIN : Cool! What is his name?

TYPHO : His name is R2-D2, he is the best Astro Droid in the Galaxy, he single handedly saved our lives.
ANAKIN : Hello R2-D2!

R2-D2 chirps and Qui-Gon turns to Anakin.

QUI-GON : Looks like we wont be needing your help after all, would you like to take a look at the ship?

ANAKIN : Would I?

Anakin is obviously existed and he runs into the ship.

OBI-WAN : How long will it take to install the hyperdrive?

TYPHO : Well first we have to remove the damaged hyperdrive, but with Jedi Fisto's help, I would hope to take off in 12 Nubian Hours.

OBI-WAN : The sooner the better captain.

INT. MANDALORE – KELDABE – SOVEREIGN WING – BRIDGE - DAY

Meanwhile on board, Qui-Gon shows Anakin around the ship.

QUI-GON : Have you ever met a Queen before Anakin?

ANAKIN : Never! There is a Queen on board?

QUI-GON : Yes, but in order to see her, you must pass a test.

ANAKIN : Certainly, what is the test?

Qui-Gon lifts up a view screen that has images only he can see.

QUI-GON : What image do you see?

ANAKIN : But I can't see the view screen?

QUI-GON : Close your eyes Anakin,…and see the picture.

Anakin closes his eyes and pauses. An image of a ship is on the view screen.

ANAKIN : A Ship

QUI-GON : And what about now?

The Image changes to a helmet.

ANAKIN : A helmet

The Image changes to a tree.

ANAKIN : A tree

QUI-GON : You have passed the test.[20] I am going to place my hand on your head, Anakin, please do not be alarmed.

Qui-Gon places his hand over Anakin's head and closes his eyes. After a few seconds Qui-Gon removes his hand.

QUI-GON : Tell me something you love Anakin.

ANAKIN : Something I love?

QUI-GON: Yes, something you can't live without

ANAKIN: I love my mother, she cares for me and loves me beyond anything I could ask…She is the only one who truly knows me, I could never leave her.

QUI-GON : Why does she love you so much?

ANAKIN : I don't know,…I bring her grief from time to time…she loves me unconditionally.

QUI-GON : What about something you hate?

ANAKIN : being a slave…Atto can be a good master, but he also can be unfair and mean. One day I want to be free, like him…One day I will be free.

QUI-GON : What is something you fear?

ANAKIN : Nothing.

QUI-GON: Surely you fear something Anakin?

ANAKIN: Well, when I was younger my friends and I would venture into the woods behind where I live. There is a eerie twisted gigantic tree.

QUI-GON: Tell me more

ANAKIN: Why?
QUI-GON: I'm curious

ANAKIN: …it is in a dark place and legend has it that a sorcerer cast a spell on it and that it eats those who come to close….but those are just kids stories.

QUI-GON : Tell me Anakin, does the tree call to you?

ANAKIN : ….Yes…ummm, it sometimes does….I…

QUI-GON : How do you feel?

ANAKIN : Actually sir, I've never been so excited,…yet this was almost expected, I feel…

QUI-GON : Go on Anakin.

ANAKIN : I feel as if I have been here before, and the Queen…well, she is wearing a black dress with feathers on her head….She is beautiful…like and angel.

QUI-GON : Then let me introduce you to her.[21]

With that Qui-Gon opens the hatch to Queen Amidala's chambers.

INT. MANDALORE – KELDABE – SOVEREIGN WING – QUEEN'S CHAMBERS - DAY

Anakin and Qui-Gon enter the room.

QUI-GON : Your Royal Highness, I introduce to you Anakin Skywalker… Representative of the planet Mandalore.

Queen Amidala, sits at a small thrown with her hand maidens surrounding her. The Queen is wearing a black dress with red feathers

AMIDALA : Welcome Anakin Skywalker to our ship. What brings you aboard as our guest?

ANAKIN : (seems nervous and shy) Well your majesty, I am a slave from Atto Mandran's shop here on Mandalore. I am assisting your friends with repairs.

AMIDALA : Slave? But the Republic has anti-slave laws.

QUI-GON : Yes your highness, but the Mandalorians have found ways make slavery legal on their planet.

AMIDALA : It is interplanetary law…isn't it the Jedi's responsibility to enforce these laws?

QUI-GON : The Jedi's jurisdiction falls under the politics of the Senate your highness. It would seem that the governors see reason in allowing slavery to exist here.

AMIDALA : It seems like bureaucratic corruption, there is no need for slavery in the known galaxy.

QUI-GON : We must keep our faith with the Senate…As a member of the royal house of Naboo, you have a right to call for a vote of no confidence in the Senate, when slavery laws are reviewed.

Amidala turns to Anakin.

AMIDALA : Well Anakin, you are no slave on this ship, and I vow that when the crisis on my planet is resolved I will do what I can to put an end to slavery on your planet.

ANAKIN : Thank you your majesty.

QUI-GON : Your Highness, I must speak with Kit Fisto privately. May I leave Anakin in your good keeping.

AMIDALA : Certainly, Master Jedi.

Qui-Gon then leaves the Queen's Chambers

ANAKIN : You are very kind your Highness, may I ask what your name is?

AMIDALA : I am Queen Amidala of Naboo….but you may call me Padme.

ANAKIN : You may call me Annie, that is what my friends call me. You are so young to be a Queen.

AMIDALA (PADME): On Naboo, the Queen is selected when she is 16 and serves 4 years. It is our tradition.[22]

ANAKIN : I have never been to Naboo,…Is it as beautiful as you?

AMIDALA (PADME) : (blushing) Well….Naboo is a bountiful, green planet. Lush with wildlife and natural resources….Who gave you such good manners?

ANAKIN : My mother.

AMIDALA (PADME) : And do you love your mother?

ANAKIN : With all my heart, my mother and I were sold to Gardulla the Hutt when I was young. Gardulla lost us to Atto on a bet at pod racing. My mother taught me to serve my masters well, and to treat all with respect.

AMIDALA (PADME) : Does your mother live here?

ANAKIN : Yes, we have a hovel behind Atto's shop, it's small but I've lived there most of my life.

Just then Panaka entered the room.

PANAKA : Your Highness, there is a transmission from Naboo,…shall I patch it through?

AMIDALA (PADME) : Immediately.

EXT. MANDALORE – KELDABE – SOVEREIGN WING - DAY

Just outside the ship Kit Fisto, Qui-Gon, and Obi-Wan stand talking.

QUI-GON : Anakin is very strong with the Force…Nature seems to be calling him…He should be trained as a Jedi.[23]

OBI-WAN : But master, let that decision be left to the council. He is too old to begin training…he is much older than the eldest youngling…

QUI-GON : I feel that the force is guiding me to this boy…I will negotiate his freedom.

OBI-WAN : It will be difficult master, the shopkeeper has grown quite a liking for the boy.

KIT FISTO : The Mandalorians are a strong intellectual race, it is known that they are not susceptible to mind tricks.

QUI-GON : We must trust the force, an opportunity will present itself.

Just then Typho runs out of the ship…

TYPHO : Master Jedi, a transmission was sent from Naboo

QUI-GON : Do not receive it!

TYPHO : It is too late, the Queen is reviewing the message as we speak.

The Jedi rush onto the ship

INT. MANDALORE – KELDABE CITY LIMITS – SOVEREIGN WING – QUEEN'S QUARTERS - DAY

Amidala, Eirtae, Rabe, Anakin, Obi-Wan, Qui-Gon, Kit Fisto, Gregar Typho, and Admiral Panaka watch a 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...and nervous.

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

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

AMIDALA (PADME) : What if it is true and my people are dying?

QUI-GON : Either way, we're running out of time. How much longer will the repairs take?

TYPHO : It's not good. The hyperdrive we purchased was in need of repair. My crew is working on it as fast as they can, but I estimate we will not be able to take off until midday tomorrow.

Qui-Gon turns to Anakin

QUI-GON : It appears that your visit will have to be cut short Master Anakin, we must be on our way.

Qui-Gon turns to Kit Fisto

QUI-GON: We should return by morning, now lets be off.

The group turns to leave, Anakin turns to the Queen.

ANAKIN : It was nice to meet you Padme.

AMIDALA (PADME): As to you Annie, please take care.

INT. NABOO – CAVE - UNKNOWN

Back on Naboo Darth Maul stands in front of a hologram of Darth Sidious.

DARTH MAUL : Grievous's decoy message was picked up by several com units, most of which could simply be receptor droids. We've isolated the possibilities to Ness, Tatooine, Mandalore, ….

Darth Sidious interrupts his apprentice.

DARTH SIDIOUS : Mandalore…that is where the queen and the Jedi are…(chuckles)…good, ….good...She should be able to be track down quite easily there.

DARTH MAUL: The Jedi are powerful master, and they will not be easy to find on such a densely populated planet.

DARTH SIDIOUS: The foolish Jedi will expose themselves. (pauses, is in thought). Interesting…there is a tremor in the Force.

DARTH MAUL: I have felt it.

DARTH SIDIOUS: Stay on Naboo, await the Queen's return.

DARTH MAUL: Yes, my master.

EXT. MANDALORE – KELDABE– MAIN ROAD - DAY

On Mandalore Qui-Gon and Kit Fisto escort Anakin back to his home. The group walks toward the ancient boarder walls of the city. Anakin pulls along the floating lift.

ANAKIN : I knew you were Jedi Knights…before you saved Sid.

QUI-GON : What made you think that?

ANAKIN : At first I had felt as if we had met before,…then I saw your laser sword. Only Jedi carry that kind of weapon. I have heard of them, but have never seen one with my own eyes.

Qui-Gon slowly smiles.

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

ANAKIN : I don't think so... no one can kill a Jedi Knight.

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

ANAKIN. I had a dream I was a Jedi, I had a blaster and a laser sword.

QUI-GON : Well if you had a blaster, you were no Jedi. The only material item a Jedi needs is his light saber. But dreams are sometimes hard to see, the truth lies in the emotions we take from them. What else happened?

ANAKIN : I was fighting in a battle, I was scared,…and in the end I fell, then I woke up…[24]

QUI-GON : Sometimes dreams can show us our past and sometimes our future.

ANAKIN : Master Qui-Gon, why did you come to Mandalore?

Qui-Gon thinks for a moment.

QUI-GON : Anakin, You must not let anyone know about us...The truth is we're on our way to Coruscant, in the central system of the Republic on a very important mission.

ANAKIN : Your life is so existing, I wish I could fly with you to distant planets

QUI-GON : Well Anakin,…I would like to ask your master Atto for your freedom, so that you might come with us.

ANAKIN : I would like nothing more, but Atto would never sell me,…I am to valuable to him.

QUI-GON : What do you mean?

ANAKIN : Tomorrow I am in the biggest race of the year, and I am his best pilot. Have you ever seen a Podrace?

Kit Fisto shakes his head no. Qui-Gon looks intrigued.

QUI-GON : They have Podracing on Malastare. Very fast, very dangerous.

ANAKIN : I'm one of the only humans who can do it. Atto says he's never heard of a human Podracer.

QUI-GON : You must have Jedi reflexes if you race Pods.

Anakin smiles.

ANAKIN : Because of that, he would never sell me.

OBI WAN : These junk dealers must have some sort of weakness.

ANAKIN : Gambling, Everything here revolves around Pod betting.

OBI WAN : How is your record.

ANAKIN : Well I haven't won a race yet, but I have finished.

OBI WAN : So how does Atto make money off of you?

ANAKIN : Atto will bet against me.

QUI-GON : And what do your parents think about these races?

ANAKIN : I never knew my father, but my mother hates it when I race.

QUI-GON : Your mother,…may we meet her?

ANAKIN : Certainly…we live behind Atto's hut, this way.

INT. MANDALORE – KELDABE – SKYWALKER'S HOVEL - DAY

They enter the port-city and walk toward Anakin's Hovel. As the group enters he races in to get his mother who is an older woman in her late forties, dressed in rags.

ANAKIN : Mother! Mother!

SHMI : Anakin, I was worried…

Shmi looks to the two visitors, protectively she asks:

SHMI : Who are your friends? (apprehensive)

QUI-GON : I am Qui-Gon Jinn and this is Obi Wan. We are Jedi from the Republic. Your son was kind enough to help us with our ships repairs.

SHMI : I'm sorry if I was abrupt, and sorry for the mess…I'll just never get used to Anakin's surprises. I am Shmi Skywalker…Anakin's mother.

QUI-GON : He's a very special boy.

Shmi looks at him as if he's discovered a secret.

SHMI : Yes, I know….would you like to stay for supper? I just finished cooking,…It may be meager, especially for a Jedi, but…

QUI-GON : Yes, whatever you have is fine,…but our time is limited.

The Jedi and Anakin sit around a table in the Hovel and Shmi brings over a pot of stew and starts to dish it out to her guests. They begin to eat.

QUI-GON: Shmi, are you aware that Anakin is force sensitive?

SHMI: (surprised) Well, from a young age I have noticed things that were different from other boys his age. His attention span and athletic abilities seemed to be quite acute ever since he was able to walk.

QUI-GON: I wish to train the boy

SHMI: How are you to do this? We are slaves.

QUI-GON : With your permission I would like to free you and your son from slavery.

Shmi almost drops her pot and sits down to listen.

SHMI : What…What did you say?

QUI-GON : Your son is very special…he is strong with the force, he needs to be trained as a Jedi.

SHMI: I always knew his destiny was more than a quarter slave.

QUI-GON : I plan on negotiating your freedom from Atto this afternoon. Unfortunately we are in a hurry and will leave this planet tomorrow.

SHMI : You are a blessing from the stars…We both have trust in the force…

ANAKIN: Atto will never sell be before the race tomorrow.

QUI-GON : I will compensate him.

Anakin looks in shock

ANAKIN : You don't understand, he won't sell me.

QUI-GON :... Greed can be a powerful ally.. if used properly…besides, we may not depart until after your race. What are your chances of winning?

ANAKIN : (panic) Atto and I have built a racer, but it will never win…it's a bucket of bolts…I have never won and its the biggest race of the quarter, on Independence Eve…the greatest racers in the region will be there…I…I think I can win this one.

QUI-GON : I believe in you Anakin, so intern you must believe in yourself. May we examine your Podracer?

Qui-gon looks to Shmi. She is upset.

SHMI : I hate it when you race, Annie...It's awful. I die every time Atto makes you do it.

QUI-GON : Trust is the force,…I feel that there is a vergence about to take place.

Shmi turns to Anakin

SHMI : I have seen this happen in my dreams. You will be free…be safe and remember I love you…I will always love you.

Shmi weeps a bit

SHMI : Now show the Jedi the Podracer…trust in the force, and let it guide you, Annie.

QUI-GON : Kit, I will go to negotiate the freedom of the Skywalkers…

Qui-Gon turns to Obi Wan

QUI-GON: Why don't you take a look at the Podracer,…maybe it could use some enhancements?

Qui-Gon turns to Shmi

QUI-GON: That is of course if we have your permission.

Shmi looks at Qui-Gon with open eyes.

Shmi : Yes,…may the force be with you Jedi…you have come from the stars to save my son….He was meant to help you.[25]

INT. MANDALORE – KELDABE – ATTO'S STORE - DUSK

Qui-Gon walks to the Attoo's store where Atto and a customer are in the middle of an animated discussion in Mandorian.

ATTO : Atta o olla!

CUSTOMER : o atta!

ATTO : Penky. aa ee eelya.

CUSTOMER : ayno, ayno!

QUI-GON walks in, and the customer leaves.

ATTO : So the hyperdrive works I think? I hope you brought back my lift?

QUI-GON : We have your lift, and your slave Anakin was of great assistance…In fact I have grown quite fond of him. With your permission, I would like to purchase him and his mother from you.

ATTO : The boy is not for sale, he is too valuable to my operations,..plus, he's the best pod pilot I got…maybe when he gets older he could win, I think.

QUI-GON: I am willing to offer a handsome sum.

ATTO: He is not for sale.

QUI-GON: 50,000

ATTO: (astonished) 50,000?! Where are you going to get that type of credits?

QUI-GON: I have it now.

Atto paces and thinks about it.

ATTO: No, the boy's is not for sale…I need him tomorrow for the pod races. I have a lot riding on him.

QUI-GON : I have faith in the boy, so much faith that I would wager my own freedom over his in tomorrows race…

ATTO : (grunts) What…Jedi?

QUI-GON : If the boy looses tomorrow then I will transfer my freedom over to you, however if Anakin wins the race, you will forfeit him and his mother and sign them into my custody.

ATTO : That sounds like a Jedi trick to me…even so one slave against two isn't quite fair.

QUI-GON : But I am a Jedi, I would be worth a hundred normal men…plus I will still pay for them. You can't loose.

ATTO : …The boy is good, no doubts there…but he's just a kid, he's never even come close to winning. It don't make sense for you to…we'll… (Reluctantly)

Atto starts to pace

ATTO : ...I want all this is writing Jedi…if he looses, then you will be my slave…I warn you, no tricks.

QUI-GON : You'll have your winnings, a contract will be made. You don't believe Anakin can win?

ATTO : Don't get me wrong. I have great faith in the boy. He's a credit to his race, but Sebulba is going to win, I think. At least that is where my bet always lies.

QUI-GON : Why?

ATTO : He always wins! Hahaha

QUI-GON : I'll take that bet.

Atto is still a little reluctant

ATTO : Lets let fate decide our agreement Jedi…

Atto pulls out a small cube from his pocket.

ATTO : I just so happen to have a chance cube. Blue it's a bet, red it's no deal...

Atto tosses the cube down. Qui-Gon lifts his hand slightly; it turns blue.

Qui-Gon smiles.

ATTO : You have yourself a deal! (aggressive)

INT. MANDALORE – KELDABE – GOVERNORS COURT - NIGHT

Meanwhile in the Mandalorian Capital building, Count Dooku[26] stands over a holotable. A transmission just flickered off. Now a man named Jengo Fett in prestine blue Mandalorian Armor walks up. His helmet is in his hand. The Count has a cape and a gold chain with military awards. He is a man of authority.

JENGO: You summoned me?

DOOKU : Yes Jengo, the Queen of Naboo has been kidnapped from her planet and is being held hostage. At 1100 a Naboo space liner was seen landing somewhere in or around Keldabe. The bandits are three Jedi. I feel that this would be an excellent time to employ the Alpha Guard on their first mission. Are they ready?

JENGO FETT : Yes my Lord, the first batch are ready for command.

DOOKU : Excellent…It will be exiting to see them finally in action. Find the bandits, follow them to their ship and capture the queen unharmed….use force if necessary. Let's keep this quiet.

JENGO FETT : Yes my Lord.

EXT. MANDALORE – KELDABE – GOVERNORS COURT – NIGHT

Jengo Fett walk out of the Governors Court with four other Mandalorian Guards. Two other guards bring a levitating box the size of a coffin. Jengo opens the box at hits a few buttons. Four DRK-1 Dark Eye probe droids levitate out of the box. Jengo hits a few buttons on his gauntlet and the droids turn and fly quickly away on a hunt for the Naboo Spacecraft.

EXT. MANDALORE – KELDABE – SKYWALKER'S HOVEL - DUSK

Back behind the Skywalker Hovel, Obi Wan and Anakin work on the engines of the Podracer. Qui-Gon walks outside with Shmi overlooking their progress.

QUI-GON : You should be proud of your son. He will bring great honor to your family…

SHMI : I knew he was destined for more than a slaves life. He has...

QUI-GON : He has special powers.

SHMI : Yes...

QUI-GON : He can see things before they happen. That's why he appears to have such quick reflexes. It is a Jedi trait. The Force is unusually strong with him, that much is clear. Who was his father?

SHMI : (pauses) He was…unexpected, I do not know his fathers name, or his whereabouts.[27] (embarrassed)

QUI-GON : Had he been born in the Republic, we would have identified him early. However, even for his age, I feel that the force runs strongly in him, we cannot overlook that.[28]

Sid, Babo, walk up to the Pod Racer, Obi Wan and Anakin continue to work.

ANAKIN : Kit, these are my friends Sid and Babo, they work with me for Atto.

All greet each other.

SID : Wow, a real Jedi...how'd you get so lucky?

ANAKIN : This isn't the half of it. He's enhanced the output 200%.

OBI WAN : It was rather simply really

Qui-Gon walks up to join them

QUI-GON : So how is the Podracer?

OBI WAN : We'll it was cluttered with numerous engineering mishaps…and has definitely seen its day of races and collisions, but I think by morning I can get it in good condition.

SID : They haven't even fired it up yet!

QUI-GON : I think it's time we found out its potential.

ANAKIN : Yes, sir!

Anakin jumps into the little capsule behind the two giant engines. He puts the power pack back into the dashboard. Everyone backs away. The engines ignite.

ANAKIN : It's working, It's working!

Shmi, watching from the porch, smiles sadly. Qui-Gon moves closer to Obi Wan as the engines roar.

QUI-GON : I will begin his training tonight.

EXT. NABOO - THEED - STREET - NIGHT

Several federation battle droids patrol a deserted city street. The Palace can be

seen in the distance.

INT. NABOO PALACE - THRONE ROOM - THEED - NIGHT

General Grievous walks alongside nute who sits in a strange, mechanical walking chair, which approaches Sio Bibble and several other Naboo council members. Rune follows a few paces behind. Droid Guards surround Sio Bibble and the others council members.

NUTE : When are you going to give up this pointless strike? Your Queen is lost, your people are starving, and you, Governor, are going to die, much sooner than your people, I'm afraid.

BIBBLE : This invasion will gain you nothing. Our people... will not live under your tyranny.

NUTE: Take him away.

Bibble is taken away by a few battle droids.

NUTE : Any word on the amphibious life forms?

GRIEVOUS : My troops are in position to begin searching the swamps for these rumored underwater villages... if they are there, they will not stay hidden for long.

NUTE: Good, all life on this planet will soon be under our control and we will have the greatest trade routes this galaxy has ever known. Nothing can stop us now.

GRIEVOUS: What if the Queen makes it to Coruscant? Our occupation will not be looked on so favorably by the Senate.

NUTE: The Sith will take care of her.

EXT. MANDALORE – KELDABE – CITY LIMITS - NIGHT

Anakin and Qui-Gon walk to the outskirts of the Keldabe. The two enter a wooded area, passing past a large gate. They move closer to a large gnarly tree. The tree is old and the wind howls past it. Leafs start to pick off the forest floor as the two walk closer.

QUI-GON: The force communicates to you through Nature Anakin.

ANAKIN : Did you hear that master Qui-Gon?

QUI-GON : Yes Anakin, It calls to you, it is the dark side of the force. That is what you fear.

ANAKIN : The tree?

QUI-GON : The tree, the stone, the air…the dark side swells on this planet. Can you sense it?

ANAKIN: Yes, but I thought Jedi followed the light side.

QUI-GON: We do, but we are tempted by the dark side of the force. It is seductive, and as a Jedi you should never follow its path. It constantly tests us.

ANAKIN: How do you avoid its call?

QUI-GON: You must face it…

ANAKIN: How?

Anakin looks to the large tree.

QUI-GON: You must enter it…alone.

ANAKIN : I am afraid.

QUI-GON : Control your fear, you are being chosen by the force and you will be tested. This is the Trial of the Spirit.

ANAKIN : What's in there?

QUI-GON : Only what you take with you, your first trial is at hand…Trust in the force.

Anakin walks slowly toward the mystic tree as the wind starts to pick up. A whole in the base presents itself. Anakin looks back at Qui-Gon. Qui-Gon nods and Anakin proceeds in the tree hole.

INT. MANDALORE – FORREST – GROVE – MYSTIC TREE - NIGHT

Reality leaves Anakin and he beings to see visions of his future. He sees his victory in the race the next day….followed by the death of someone close to him…he then sees a vision of Obi-Wan…and his own death in fire. All these obscure visions culminate into heavy mechanical breathing.

EXT. MANDALORE – KELDABE – POD RACING STATIUM – MORNING

Morning breaks and race crews mill about outside the Main Hanger. Mandalorian Guards seem more prominent. The canyon track looks treacherous. A large semi-circular amphitheatre that holds at least a thousand people watches over the starting line[29]. Large viewing platforms loom over the racetrack. An announcer can be heard in the distance speaking Mandalore.

EXT. MANDALORE – KELDABE – POD RACING STATIUM – HANGER – DAY

Inside the hanger, Qui-Gon and Obi-Wan help with Anakin's Pod racer which is now hovering over the ground. The two large engines are getting warmed up. Shmi stands next to Anakin, Boba and Sid are assisting Anakin with the Pod. Obi Wan looks up and sees a few Mandalorian Guards marching by. They don't see the Jedi due to the fact that the hanger walls are in the way. Obi Wan looks on as the guards walk by.

OBI WAN: Those Mandalorian Guards seem to be looking for something…

QUI-GON: Or someone…We must be careful not to draw attention to ourselves.

Shmi and Anakin walk over to the two Jedi.

SHMI : He is nervous.

QUI-GON : He's fine, and in tune with the living force.

Qui-Gon turns to Anakin.

QUI-GON: Remember, whatever you and the force shared last night is for you alone. Concentrate on the moment. Feel, Don't think. Trust your instincts.

ANAKIN: Are you not coming to watch?

QUI-GON: We can not bring attention to ourselves, it may jeopardize our mission. We will watch from a safe distance. May the force be with you.

Boba calls from the Pod.

BOBA: Come on Anakin, we're lining up!

Anakin turns to Boba and Sid who are pushing the pod out of the Hanger.

ANAKIN: On my way!

Shmi gives Anakin a big hug and kiss. She looks him right in the eye.

SHMI : You carry all our hopes…Be safe.

ANAKIN : I won't let you down. I promise.

Anakin then runs over to the pod with his helmet under his arm.

EXT. MANDALORE – KELDABE – POD RACING STADIUM – DAY

The announcer speaks in Mandalorian (and will be translated).[30]

ANNOUNCER : We have perfect weather today for the most hazardous of all Podraces. The contestants are making their way out onto the starting grid.

On the left side of the tracks across from the grandstands, a line of

Podracers emerges from the large hanger, surrounded by several crew members. Pods are pulled by a wide variety of creatures and are led by aliens carrying flags. Boba and Sid push Anakin's pod into its position on the track. The pilots stand facing the royal box.

ANNOUNCER : In blue, Ben Quadinaros from the Tund system, in red two time winner, Boles Roor...(Mandalorian continues as the camera pans to get a view of the pod racers) On the front line the reigning champion, Sebulba from Pixelito. And Anakin Skywalker, a local boy. I see the flag bearers are moving onto the track.

Colorful canopies shade some of the spectators. Venders sell barbecued creature parts and colorful drinks.

EXT. MANDALORE – KELDABE – RACE TRACK – DAY

Sebulba, who is right next to Anakin, stands and waves to his fans. A small pep band plays as his fans wave and cheer. Babo attaches the giant engines to Anakin's Pod with a long cable. Anakin checks the cable hitches. Sebulba moves over to one of Anakin's engines. Sebulba bangs on a part protruding from Anakin's engine. He looks around to see if anyone has noticed. Sebulba edges his way next to Anakin and gives him a sinister grin.

SEBULBA : Bazda wahota, shag. Dobiella Nok. Yoka to Mythosaur poodoo. (You

won't walk away from this one, slave scum! You're Mythosaur[31] Crap.)

ANAKIN : Don't count on it

Anakin looks the evil Sebulba in the eye with a cold stare. Sebulba backs off toward his racer.

ANNOUNCER :...Let the challenge begin.

The crowd lets out a loud cheer. Anakin gets into his pod and puts on his goggles. The Pilots flip switches, and powerful energy binders shoot between the engines. Anakin flips a switch, and his engine starts. The incredible roar of high-powered engines igniting echoes throughout the arena. The giant power-house engines torque as the pilots gun them. Aliens carrying large flags move off the track.

ANNOUNCER : it looks like they're clearing the grid. Start your engines.

The earth-pounding roar of the engines revving is deafening. On a bridge over the track, a great green light at the center flashes. The Podracers shoot forward with a high-pitches scream. Anakin's engine floods and coughs - then dies. All the other Podracers except one swerve around him and disappear down the track. The slave boy struggles to get his racer started.

ANNOUNCER : And their off …Oh...wait. Skywalker has stalled.

Finally, Anakin's engine ignites. He zooms away after the pack of competitors. The announcer describes the race as it progresses.

ANNOUNCER : And there goes Skywalker... He'll be hard pressed to catch up with the leaders today.

The Podracers fly across the desert. Sebulba is running neck and neck with

Mawhonic. They round the first turn in the track, side by side. Sebulba drives his Pod into his rival, forcing him into the wall of a large rock formation. Mawhonic crashes in a spectacular display of fire and smoke. Anakin is much faster than the back-end stragglers and passes them easily. One of the drivers, Gasgano, won't let Anakin by. Anakin tries to pass him on one side and is cut off. He then tries to pass him on the other side and is cut off. As they come up on a cliff drop-off, Anakin backs off, then guns it as Gasgano goes over the cliff. Anakin accelerates so fast that he sails right over the top of Gasgano and speeds away.

Anakin is powering around corners and over hills and cliffs, passing other racers right and left. Sebulba is in the lead. He is being challenged by another racer, Xelbree.

Sebulba slows a little, and as Xelbree pulls alongside. Sebulba slams into Xelbree's engine and exhaust starts to cloud the racetrack as Xelbree slows down. Sebulba deftly veers away. Anakin works his way through a dense mass of racers as they zoom over a lake, kicking up water. His Pod shakes violently as he goes over a jump. One of the Podracers, Ody, catches one of his engines in the water, forcing the engine under the water and then crashes on the shore.

The racers approach the viewing arena and Shmi search's the landscape for any sign of the racers. The crowd Screams. Atto is laughing with his friends, confident in Anakin's defeat. Sebulba enters the arena, closely followed by all the other racers. Sid strains to see as the announcer continues.

ANNOUNCER : Here comes Sebulba in record time.

SID : Here he comes!

Babo, Shmi, and Sid yell for you as Anakin passes. Qui-Gon and Obi Wan are seen watching from beside the Arena in the shadows.

Lap two. Sebulba and the pack race past the main arena. The crowd stands and yells as the Podracers scream off into the distance. Sid an Shmi look worried. Sure enough, coming around the bend is Anakin, quickly gaining on the pack. The announcer describes the action. The crowd goes wild.

ANNOUNCER : It looks like Skywalker is moving up through the field. He's in sixth place, not bad.

Anakin continues to gain on the pack. Tension for Shmi is unbearable. Another pilot Ody stops in the pits. Aliens work on his engines. The engine lets out one final wheeze, then Explodes in a puff of smoke.

ANNOUNCER : Ody Mandrell into the pits for some attention.

Terter is getting close to Sebulba, who purposely breaks a small part off his Pod, sending it into Terter's engine, causing him to veer into Anakin. This intern unhooks one of the main straps on Anakin's engines that links the Pod to his engines. Anakin struggles to keep control of the little Pod. It whips about wildly. As the Pod swings near the broken engine strap, Anakin grabs for it. Finally, he catches the strap and manages to hook it to the Pod. Sebulba cuts the engine of Obitoki with his side exhaust, and the racer crashes with a cloud of dust. A third racer, Habba, flies into the cloud of dust and crashes into Obitoki. Anakin rounds a corner and heads into the cloud of smoke. He hits a part of one of the engines but regains control. They pass the viewing arena again and the crowd is going crazy as Anakin is in second place.

EXT. MANDALORE – KELDABE CITY LIMITS – SOVEREIGN WING - DAY

Probe Droid finds the Soverign Wing.

ANNOUNCER : At the start of the third and final lap, Sebulba is in the lead, closely followed by Skywalker...

Anakin finally catches up with Sebulba, and runs neck and neck over the rough terrain. Shmi, Babo, and Sid all scream as Anakin comes through the arena. The lights in the tower indicate that this is the third and last lap. Atto begins to worry. Sebulba uses his side exhaust port to try to cut through Anakin's engines. Anakin manages to avoid having his engine disabled but is forced off course.

ANNOUNCER : Skywalker is forced onto the service ramp!

On a tight corner, Anakin dives to the inside and takes the lead.

ANNOUNCER : Amazing... a controlled thrust and he's back on course! What a move!

Sebulba is furious. He stay's right on Anakin's tail, crowding him and pushing him through the turns. Sebulba pushes Anakin harder, and the young boy has a difficult time keeping control. One of the parts on Anakin's engines begins to shake loose. Anakin sees it and switches over to an auxiliary system. While he is trying to accomplish this maneuver, Sebulba races past him. Anakin tries to get around Sebulba, to no avail. Every move Anakin makes, Sebulba is able to block. Finally, Anakin fakes a move into the inside as he usually does, then tries to go around Sebulba on the outside. They race side by side down the final stretch of the track.

Sebulba veers toward Anakin and bangs into his Pod. He crashes into Anakin over and over. The young boy struggles to maintain control as the steering rods on the two Pods become hooked together. Sebulba laughs at Anakin.

As they head for the final stretch, Anakin fights to unlock the steering rods by trying to pull away from Sebulba. The strain on the steering rod is tremendous. Suddenly, Anakin's steering arm breaks, and Anakin guns it. Anakin's left engine then separates and flies off course connected to Sebulba's pod; sending Sebulba into an ancient statue and one engine expodes followed by the other. Sebulba skids through the fire-balls, blackened, but unhurt. He slams his had on the controls.

SEBULBA : Poodoo!

Anakin flies through the explosion with one engine as the crowd stands, Sid and Babo whistle hysterically. Shmi smiles. Anakin races over the finish line, the winner.

ANNOUNCER: It's Skywalker! The crowd is going wild!

The observation platform lowers and Shmi, Boba, and Sid run toward Anakin's podracer where they all celebrate with adoring fans. Shmi gives Anakin a great hug.

ANAKIN : We did it!

SHMI : It's so wonderful, Annie. We have been freed! I have seen this day only in my dreams.

Obi Wan and Qui-Gon walk through the crowd to the Arena boxes.

OBI-WAN : So much for keeping a low profile

QUI-GON : Indeed…go get Anakin and his mother. We must act quickly.

OBI-WAN: Yes Master.

Qui-Gon lifts a communicator as Obi-Wan heads to the track.

QUI-GON : How long till we will be ready for take off?

KIT-FISTO : (though the communicator) We should be ready within the hour.

QUI-GON : Good, we should leave as soon as possible. We will be at the ship soon.

Hundreds of spectators join the celebration and put Anakin on their shoulders. The crowd marches off cheering and chanting. Mandalorian Guards move through the crowd.

INT. MANDALORE – KELDABE CITY LIMITS – SOVEREIGN WING – BRIDGE – DAY

Kit Fisto and Captain Typho are at the bridge. Kit finishes his communication with Qui Gon. There is a beeping on the controls

TYPHO: Sir, scanners are picking up something odd off the bow of the ship.

The two look out the window and suddenly a DRK-1 Dark Eye probe droid levitates into view, kit then races out of the cockpit and toward the back of the ship.

KIT: Get down, don't let it see you.

EXT. MANDALORE – KELDABE CITY LIMITS – SOVEREIGN WING –- DAY

Kit runs out of the ship and behind the probe droid. He sneaks up behind it and just as the droid starts to turn Kit ignites his light saber and slices the droid in half. It falls to the ground. Kit raises his communicator.

KIT: Better hurry Qui-Gon, I just destroyed a probe droid. In all likely hood the Mandalorian's know were here and out of place.

QUI-GON: (over the communicator) understood

INT. MANDALORIA - KELDABE - ARENA - PRIVATE BOX - DAY

Several Aliens leave Atto's box, laughing and counting their money. Atto sees Qui-Gon standing in the doorway.

ATTO : You! You swindled me! You knew the boy was going to win! Somehow

you knew it! I lost everything.

Atto walks up to Qui-Gon furious. He puts his face right up against Qui-Gon's.

Qui-Gon simply smiles.

QUI-GON : Whenever you gamble, my friend, eventually you'll lose. I've come to secure the Skywalker's freedom.

ATTO : You can't have them! It wasn't a fair bet! You tricked me!

QUI-GON : No,…you tricked yourself…all bets were legal.

ATTO : No, no! It was a Jedi mind trick!

QUI-GON : It was a fair bet, I will be taking my winnings. The documents please….

ATTO: Urrg…Follow me

Atto stares Qui-Gon down and then heads out of the private box. Qui-Gon follows.

INT. MANDALORIA - KELDABE - ARENA – PARKING FACILITY - DAY

Atto and Qui-Gon walk down some steps to an old Razalon FC-20 Speeder Bike[32]. Atto reaches into a satchel on the side and pulls out a small hand held computer tablet, hesitates and throws it at Qui-Gon, he steps on his bike.

ATTO : It's all there…they're yours. Now I hope to never see you again…Jedi.

Atto takes off on his bike and Qui-Gon turns and leaves. The crowd is thick, and a Mandalorian guard watches with great interest.

INT. MANDALORIA - KELDABE - ARENA - MAIN HANGER - DAY

Obi-Wan, Shmi, and Anakin stand in the Hanger. Shmi turns to Obi Wan

SHMI : We owe you everything.

OBI WAN: It was the will of the force. But something is not right.

In the background, Qui-Gon walks to meet them

OBI WAN : I feel a disturbance.

QUI-GON : As I…

The two Jedi look around and see a group of Mandalorian guards coming their way, sifting through the crowd.

OBI-WAN: I sense…an unordinary collective thought.

QUI-GON : and they are not friendly. Their motives are clear.

Qui-Gon then turns to Anakin and Shmi.

QUI-GON: I need the both of you to return to you home, collect your things and get to the ship as fast as you can. We will meet you there.

ANAKIN: Yes master Qui-Gon.

QUI-GON: No there is not time to loose, go.

Mandalorian Guards are spotted mobilizing around the Jedi in incognito positions. Anakin and Shmi hurry off. Qui-Gon turns to Obi Wan.

Qui-Gon: Lets go.

Qui-Gon points to a direction toward the main street and the two proceed quickly through the thick crowd.

EXT. MANDALORIA - KELDABE - ARENA – ENTRANCE -DAY

The two Jedi make it to the entrance, the crowd seems to be thinning, and two Firespray 31-class patrol craft[33] fly slowly in the air above the crowd. They take a few steps toward the street and then a Mandalorian Guard is seen. He points at the two Jedi, and other Mandalorian Guards start running toward the Jedi.

QUI-GON: This way.

The two call on the force and dart down the street. The two Firespray patrol craft bank and head after them.

INT. MANDALORIA - KELDABE – SLAVE QUARTERS – DAY

Anakin runs into his hovel, Atto's speeder bike is seen outside. Atto is seen by the door inside the hovel as Anakin runs by. Shmi enters and Atto grabs her by the arm.

ATTO : Your not going anywhere!

SHMI : You can't do this…We are free!

ATTO : I am your master…I do as I will…and you are mine!

ANAKIN : No! Let her go! The Jedi will leave us!

Anakin runs over to Atto and begins to hit him. Atto looks annoyed.

ATTO : Good, let them leave. Let them leave my goods alone I think!

Atto slaps Anakin and he falls to the ground, and turns to Shmi who is struggling to get away.

SHMI : You're hurting me!

ATTO : Now, what about some thanks…I've kept the family together.

SHMI : You are no part in this family!

Atto then put his hand on Shmi.

ATTO : Then I will make myself a part of this family, yes...

Atto begins to put his hands on Shmi in front of Anakin. Anakin then gets up and screams.

ANAKIN : Get your hands off her!

Atto ignores Anakin, then Anakin closes his eyes and the room begins to spin. Items start flying about the room. Atto looks around him as the walls and ground shake and items from around the room fly around randomly. Anakin then sticks his hand out and grabs Atto by the throat with the force. The walls of the hovel buckle and bend. Anakin has lost his reality. A table levitates and crashes to the floor. Atto begins to cough as if someone is choking him. Shmi as well begins to scream but her scream is cut off by the torment in the room. Glass in the room begins to break and shatter and a metal table in the room bends in half. Anakin grasps Atto again in the force and Atto is levitated from the ground, grasping at his neck as he begins to lose consciousness. Anakin walks forward and throws Atto to the ground. Atto is dead. Anakin then turns to his mother who lays speechless on the ground.

SHMI: Anakin.

ANAKIN : Mother! I….I didn't mean to…

Shmi examines the body.

SHMI: Anakin…he is dead!

ANAKIN: He was going to hurt you, he deserved to die.

SHMI: No Anakin, no he should not have died…(she collects herself) we must go! Go to the Jedi.

Shmi sits and is in a daze…she seems taken aback by what just happened. She hung her son

EXT. MANDALORIA - KELDABE – MARKET ROAD – DAY

The two Jedi make their way down the busy street and are being followed by Mandalorian Guards. One of the guards stops and fires on the Jedi, it just misses them.

OBI WAN : Let's try to loose them.

The two quickly dart down an alley. Mandalorian Guards pick up the pace and race after them. The Jedi get to the end of the alley where it dead-ends. Looking upward the two use their Jedi ability to jump up to the roof of the building. Mandalorians run after the Jedi down the ally and several ignite their jet packs that are built into their armor and get to the roof. Jengo Fett stays behind.

Guards start to blast at the Jedi on the roof-top, others ignite their jet back packs and fly up to the roof. They fire on the Jedi, and the Jedi ignite their lights sabers and deflect the blasts. Qui Gon calls on the force and pushes over an old smoke stack onto the part of the roof between the Mandalorian Guards and the Jedi and the roof collapses. The Jedi easily evade and run across the rooflines. Stealthily the guards signal each other and move around the base of the building and fire at the Jedi when they catch them in their view. The Jedi block with their light sabers.

The Jedi make it to a larger building roof and run to the edge. Suddenly two Firespray Patrol ships rise over the building and start to fire on the Jedi. Obi Wan deflects a blast back at the ship, hits it and it bumps into the other patrol ship and goes down in a large crash into the building that the Jedi are on. Guards are blown back and the Jedi leap off the building and tuck and roll on the ground then sprint away and turn back into a large crowd of people who are interested in the crash.

INT. MANDALORIA - KELDABE – ANAKIN'S HOVEL – DAY

Shmi starts to gather a few things very quickly and puts them into a bag. Anakin then runs to the fireplace where they do most of the cooking, and throws cooking oil around the cooking area.

ANAKIN: We must go! Now!

Anakin then sets the oil on fire, and the two run out of the hovel.

EXT. MANDALORIA - KELDABE – SLAVE QUARTERS – DAY

As the two run out of the hovel, smoke begins to rise from the structure. Anakin is running ahead of his mother, and turns to her and grabs her hand.

ANAKIN: Hurry!

EXT. MANDALORIA - KELDABE – MARKET ROAD – DAY

Obi-Wan and Qui-Gon run into a street where traffic has slowed down to see the wreckage. Qui-Gon runs up to a V-35 Courier landspeeder that is parked on the side of the road. He ignites his light saber and slices into the lock and the door opens. This catches the attention of a Mandalorian Guard who points at the Jedi.

MANDALORIAN GUARD: There!

A group of guards start running to try to cross the street, a couple ignite their jet packs to fly over the traffic.

QUI-GON: Inside..Hurry.

Obi Wan jumps in the speeder after Qui-Gon and they take off into traffic, leaving the Guards behind them. The guards fire at the ship that takes a few hits but no major damage. As the speeder heads around a corner, Jengo Fett is seen blocking the speeders way in the middle of the street. He ignites his jet pack and flies toward the oncoming speeder. Jengo lands on the windshield and a blade comes out of his gauntlet and he attacks the windshield, shattering it. Obi Wan then calls on the force and pushes Jengo off the speeder. Jengo flies back and tucks and rolls on the ground. He looks up as the Jedi swerve in and out of traffic and head for the outskirts of the city. Qui-Gon talks to his communicator. Two Firespray Patrol ships turn a corner behind the speeder in pursuit.

QUI-GON: Get the ship ready for take off, we're being followed.

EXT. MANDALORIA - KELDABE – OUTSIDE CITY LIMITS – SOVEREIGN WING

Anakin and Shmi arrive at the ship and run on board. Kit Fisto is there along with Panaka to greet them.

PANAKA: Hurry on board, we are about to leave.

Off in the distance an explosion is heard. Kit Fisto runs out of the ship.

KIT FISTO: We have company coming. Prepare the ship for take off.

Panaka runs up the ship landing platform and enters the ship. Kit looks off into the distance at fire rising up. He then sees three Firespray Patrol ships and two LAAT/I Gunships heading in they're direction off in the distance veering around trees pursuing something. Then he sees Qui-Gon and Obi-Wan's speeder approaching, well ahead of the group of ships. They come to a stop by the ship and leap out. All three stand between the Sovereign Wing and the five Mandalorian ships and ignite their light sabers as the ships come to a stop. Mandalorian Guard repel out of the LAAT/I gunships, pull their blasters and aim for the Jedi. The Firespray ships aim for the Jedi in a stand off. Jengo Fett then repels from one of the LAAT/I Gunships and lands in front of the group.

FETT: In the name of Mandalore you are under arrest. Drop your weapons or we will attack.

QUI-GON: On what charge?

FETT: Drop your weapons and surrender!

QUI-GON: We are on a mission of mercy from Naboo, we must leave immediately to Coruscant.

There is a tense moment and Fett then raises his hand and quickly clenches his fist. The Mandalorians begin to attack the Jedi. The Jedi repel laser fire with their light sabers, then leap toward their opponents. Kit Fisto force pushes several Guards down with the force.

INT. MANDALORIA - KELDABE – OUTSIDE CITY LIMITS – SOVEREIGN WING – COCKPIT

Typho and Panaka are both on the bridge overlooking the battle outside.

PANAKA: Shields up

TYPHO: Maybe we can lend a hand.

Typho hits a few buttons.

EXT. MANDALORIA - KELDABE – OUTSIDE CITY LIMITS – SOVEREIGN WING

A small turret drops from under the cockpit of the Sovereign Wing and begins to fire at the Mandalorian Ships. Taking down one of the LAAT/I Gunships which lands on the ground in an explosion. Obi Wan and Anakin block laser fire and slice through a couple of the guards blasters. A few Mandalorians ignite their jetpacks and fire down on the Jedi, who turn and block. Then Qui-Gon force pushes the Guards off course and they crash away from their target. The Firespray Patrol ships fire on the Sovereign Wing but the laser fire bounces off their shields. The Sovereign Wing returns fire and destroys one Patrol Ship, then the other. They both crash to the ground.

INT. MANDALORIA - KELDABE – OUTSIDE CITY LIMITS – SOVEREIGN WING – COCKPIT

Panaka and Typho are on the Bridge.

TYPHO: Yea, that got them!

PANAKA: I'm sending my men out there.

EXT. MANDALORIA - KELDABE – OUTSIDE CITY LIMITS – SOVEREIGN WING

Kit swings his light saber through the arm of one of the Guards, and Jango Fett attacks. Jengo kicks Kit back and Kit's light saber turns off. Jengo then leaps in the air and lands on Kit. They engage in hand to hand combat and Jengo sweeps Kit's leg and Kit goes down. From Jengo's gauntlet a blade shoots out and he goes in for an attack, but Kit catches his hand and flips him over himself. Kit then ignites his light saber, and blocks enemy fire. Suddenly from out of the Sovereign Wing four Nubian Guards and Panaka race out firing at the Mandalorians. Several of the Mandalorians go down, and the Sovereign Wing fires on the last LAAT/I and it goes down. Jengo flips up and ignites small shields from his gauntlets that block some of the laser fire. He backs up.

PANAKA: Come on! Get to ship.

The Jedi then race to the ship and run up the platform followed by the Nubian Guards who fire away and back up into the ship. The Sovereign Wing continues to fire on the Mandalorians who remain. The landing platform closes and the ship takes off. Jengo watches as it flies away.

INT. MANDALORIA – KELDABE – SOVEREIGN WING - COCKPIT

Gregar Typho and Obi-Wan are in the cockpit. Admiral Panaka rushes into the cockpit.

PANAKA : Are there any more patrol ships in the area?

TYPHO: None on scanners.

PANAKA: Let's get out of here.

EXT. MANDOLORE ORBIT - SOVEREIGN WING - SPACE

The sleek spacecraft rockets away from the planet Mandalore.

INT. NABOO SPACECRAFT – HALLWAY - SPACE

Qui-Gon, Kit Fisto and Obi-Wan rest in the Hallway of the spacecraft with a few of the Nubian Guards. R2-D2 rolls into the room. The Jedi are breathing hard, wet with sweat.

KIT : Are you all right?

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

OBI-WAN : Why were they after us?

QUI-GON : Apparently the Mandalorians are in alliance with the Trade Federation.

KIT : My guess is that they were after the Queen…

QUI-GON: they seem more trained and organized then my last confrontation with them…

OBI-WAN : Do you think they will follow us?

QUI-GON : We'll be safe enough once we're in hyperspace. Let's get to the bridge.

INT. SOVEREIN WING - COCKPIT - SPACE

Gregar Typho pulls back on the hyperdrive. Obi-Wan, Qui-Gon, and Kit Fisto watch.

QUI-GON : Let's hope this hyperdrive works and Atto doesn't get the last laugh.

The stars streak outside the cockpit window.

EXT. NABOO SPACECRAFT - SPACE

The ship streaks into hyperspace.

INT. MANDALORIA - KELDABE – CAPITOL BUILINDING – DOOKU's OFFICE

Jengo Fett enters Count Dooku's office.

DOOKU: Report

FETT: The Jedi Escaped

DOOKU: So your mission failed. Perhaps your new troops are defective?

FETT: They need more experience, not more tweaking.

DOOKU: Or is it the original host that needs some fine-tuning?

FETT: They will not fail you again.

DOOKU: I hope not, for your sake.

INT. NABOO SPACECRAFT - MAIN AREA - SPACE

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. Artoo is to one side, cooing as he rests. Padme appears tired. She senses someone watching her and turns around with. She sees Anakin sitting in the corner, shivering and looking anxious. 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?

ANAKIN : It's very cold.

Padme gives him her over-jacket.

PADME : You're from a warm planet, Annie. Space is cold.

ANAKIN : You seem sad.

PADME : I'm...worried. My people are suffering...dying. I must convince the Senate to intervene, or...I'm not sure what will happen…I'm terrified.

ANAKIN : I'm...I'm not sure what's going to happen to me. I wanted to be free…

Anakin is disturbed about something.

PADME : ...are you scared?

Padme reaches into her pocket and pulls out a scarf and gives it to Anakin.

PADME : Here..keep this scarf. When you are scared, remember that I am thinking of you as well. Many things will change when we reach the capital, Annie. I do not know if I will ever see you again….

Anakin looks at her. She hugs him. Anakin then removes his necklace.

ANAKIN : I made this, I want you to have it… I carved it out of a japor snippet...

Anakin hands a wooden pendant to Padme. She inspects it, then puts it around her neck.

PADME : It's beautiful.

ANAKIN : When you are scared, you can rub it and it will bring you comfort. I will be thinking of you.

PADME : ….thank you for your gift Anakin…it…it means so much to me.

ANAKIN : And you mean so much to me, thank you…Padme.

EXT. SPACE - PLANET CORUSCANT

The Sovereign Wing finally arrives in the orbit of Coruscant.

INT. CORUSCANT - CITYSCAPE – SOVEREIGN WING - DAY

The spacecraft flies over the endless cityscape of Coruscant, the capital of

the galaxy.

INT. CORUSCANT - NABOO SPACECRAFT - COCKPIT

Anakin looks out the cockpit window in awe.

TYPHO : Coruscant...the capital of the Republic...the entire planet is one big city.

ANAKIN : Wow! It's so huge!

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, Kit Fisto, Anakin, Shmi, and R2-D2 descend the ramp first and bow before Palpatine and Valorum. Admiral Panaka, Two Guards, Queen Amidala, then Rabe, Eirtae, and more guards descend the ramp. Queen Amidala stops before the group. Anakin and Artoo stand to one side, looking at the huge city. The Queen smiles at Anakin and 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 : There is a question of procedure, but I feel confident we can overcome it...

Palpatine turns to the Jedi.

PALPATINE : Thank you Master Jedi for escorting the Queen safely…it would seem you had quite an adventure. And who is this?

Palpatine turns to Anakin.

QUI-GON : This is Anakin Skywalker.

PALPATINE : We'll, welcome to Coruscant Master Skywalker.

ANAKIN : Thank you sir…it is quite amazing.

PALPATINE : I assume you are all off to see Master Yoda.

KIT FISTO : Yes, we feel that there is a disturbance in the Force. Please see to the wellbeing of the Queen. I sense that her safety may still be in jeopardy.

PALPATINE : She will be safe with me, Master Jedi, I assure you.

Palpatine starts to lead Queen Amidala and the rest of the group off the platform toward a waiting air limousine. Artoo and Anakin start to follow, then stop, noticing that Obi-Wan, Kit Fisto, Shmi and Qui-Gon are staying with the Supreme Chancellor. Queen Amidala waves goodbye to Anakin. Anakin waves back and then goes to join the Jedi and his mother. Valorum and the Jedi watch as the limousine moves off into the city.

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

INT. CORUSCANT - PALPATINE'S QUARTERS - LIVING AREA - DAY

Palpatine is pacing as Admiral Panaka enters. Eirtae and Rabe stand to one side. Queen Amidala sits in the middle of a long couch.

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 systems. There is no interest in the common good...no civility, only politics...it's disgusting. I must be frank, Your Majesty, there is little chance the Senate will act on the invasion.

AMIDALA (PADME) : 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 (PADME) : 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 (PADME) : 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 (PADME) : 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 (PADME) : That is something I cannot do.

EXT. CORUSCANT - 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. CORUSCANT - TEMPLE OF THE JEDI - COUNCIL CHAMBERS - DAY

Qui-Gon and Kit Fisto stand 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 dressed in all black. To his left is an alien Jedi named Ki-Adi-Mundi, and to his right, the Jedi Master, Yoda.

QUI-GON : …The cyborg was well trained in the art of the light saber…he was in command of the droid army.

MACE WINDU : Could it have been a Sith Lord?

QUI-GON : No, I do not believe he was force sensitive.

YODA : Curious,… the blade colors of the light sabers, what were they?

KIT FISTO : Yellow and Blue

Silence falls over the room

YODA : Explain Sifo Dyas and Cliegg Vader's[34] mysterious disappearance from Utapau so many years ago, this might.

Mace Windu looks curious.

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

KI-ADI : It appears that we are on the brink of an interplanetary war.

QUI-GON : The Mandalorian's seem to be in an alliance with the Trade Federation...

KIT FISTO : For what reason we do not know.

MACE WINDU : This attack of Naboo by the Trade Federation seems well planned, that is clear. But an invasion to simply secure trade routes is a bold move it doesn't make much sense.

KI-ADI : Alliances are beginning to fall into place.

MACE WINDU : I fear that this will stir up the Senate…we must protect the Queen until this dispute is solved.

YODA : With the Naboo queen you must stay, Kit Fisto. Protect her.

MACE WINDU : We will use all our resources here to unravel this mystery and discover the identity of your attackers... 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 : I believe I have encountered a vergence in the Force.

YODA : A vergence, you say?

MACE WINDU : Located around a person?

QUI-GON : A boy...

MACE WINDU : You believe this boy is a prodigy?

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, Kit Fisto, 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 coincidence here...

MACE WINDU : Bring him before us.

YODA : Tested he will be.

INT. CORUSCANT - 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, Erta, Rabe, Admiral Panaka, and the protocol droid C-3PO[35] 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 (PADME) : I wish I had your confidence in this, Senator. 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.

C-3PO : Your Majesty Queen Amidala and good Senator Palpatine, session 15.49.48a is about to begin concerning the Nubian claim of illegal invasion of their sovereign planet by the Trade Federation, Chancellor Valorum presiding. My name is C-3PO, human, cyborg relations, I have been assigned to you your majesty and will assist in the etiquette and protocol of today's session of the Galactic Senate.

AMIDALA (PADME) : Thank you C-3PO.

The session of the Galactic Senate begins.

VALORM : The Chair recognizes the Senator from the sovereign system of Naboo.

The Naboo congressional box floats into the center.

PALPATINE : Supreme Chancellor, delegates of the Senate. A tragedy has occurred on our peaceful system of Naboo. We have become caught in a dispute you're all well aware of, which began right here with the taxation of trade routes, and has now engulfed our entire planet in the oppression of the Trade Federation.

A second box rushes into the center of the Senate. It is filled with

Federation trade barons led by Lott Dod, the Senator for the Federation.

LOTT DOD : This is outrageous! I object to the Senator's statements!

VALORUM : The Chair does not recognize the Senator from the Trade Federation at this time. Please return to your station.

Lott Dod reluctantly moves back to his place.

PALPATINE : To state our allegations, I present Queen Amidala, the recently elected ruler of Naboo, to speak on our behalf.

Queen Amidala stands and addresses the assembly. There is some applause.

AMIDALA (PADME) : Honorable representatives of the Republic, distinguished delegates, and Your Honor Supreme Chancellor Valorum, I come to you under the gravest of circumstances. The Naboo system has been invaded by force. Invaded...against all the laws of the Republic by the Droid Armies of the Trade...

LOTT DOD : I object! There is no proof. This is incredible. We recommend a commission be sent to Naboo to ascertain the truth.

VALORUM : Overruled.

LOTT DOD : Your Honor, you cannot allow us to be condemned without reasonable observation. It's against all the rules of procedure.

A third box representing Malastare moves into the center of the room. Aks Moe, the Ambassador, addresses the convention.

AKS MOE : (Speaks in an alien language)

C-3PO : (to Queen Amidala) The Congress of Malastare concurs with the honorable delegate from the Trade Federation. A commission must be appointed...that is the law.

VALORUM : The point...

The Correlian box then floats from its ring. Jan Dodonna raises his voice.

DODONNA : This is insane! The Naboo people are under an illegal invasion.

Valorum confers with several of his aides and Vice Chairman Mas Amedda. Palpatine whispers something to the queen.

PALPATINE : (to the Queen in private) 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 (Padme) : (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.

Senator Vrox from Mandaloria then enters the debate.

VROX : This is indeed and outrage. Are we to sit here as a planet of good people are slaughtered by a predator?

DODONNA : Agreed! Correlia hereby supports the planet of Naboo and we shall lend our aid in the return of peace and dignity in the Republic.

LOTT NOD : This is deplorable! If Correlia is to act in any sort of hostility to our blockade, we will be left with no choice but to separate from this so called Republic.

VALORUM : Gentlemen, due to section 523A, a commission must be sent to determine validity!

DODONNA : This is an outrage!

VROX : 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!

This causes a great stir in the assembly. A loud murmur crescendos into a roar of approval and jeers. Chancellor Valorum is stunned and stands speechless. His Vice Chair, Mas Amedda, takes over.

MAS AMEDDA : Order! We shall have order...

Things settle down a little. Prince Bail Organa moves his box into the arena.

BAIL ORGANA : Alderaan seconds the motion for a vote of no confidence in

Chancellor Valorum.

MAD AMEDDA : The motion has been seconded by Bail Organa of Alderaan.

Mas Amedda turns to the confused Valorum, and whispers something to him.

BAIL ORGANA : There must be no delays. The motion is on the floor and must be voted upon in this session.

LOTT DOD : The Trade Federation moves the motion be sent to the procedures committee for study.

The assembly begins to chant. Valorum talks to Mas Amedda.

ASSEMBLY : Vote now! Vote now! Vote now!

Palpatine stands next to Amidala.

PALPATINE : You see, Your Majaesty, 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...

Mace Windu and Yoda stand overlooking the debate.

YODA : And so it begins…drawn, the lines of war have.

MACE : In the interests of the Republic, the Jedi must work to ensure that a separatist movement shall not come to fruition.

YODA : It may be too late master Windu, I fear.

EXT. NABOO – JUNGLE FOREST – UNDERWATER SUBMARINE BRIDGE

Several huge manta droid submarines drop below the surface of the water. Three blue battle droids are at the helm of the lead sub. A hologram of General Grievous appears before the droids.

GRIEVOUS : What is the situation?

BLUE BATTLE DROID : We are descending upon the underwater city, they will be in range any moment.

GRIEVOUS : Wipe them out, all of them.

BLUE BATTLE DROID : Rodger, Rodger

With that the droid presses a few buttons and laser fire erupts from the front of the gigantic subs, easily destroying one of the Nautolan's homes.

EXT. CORUSCANT - 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 : Anakin will become A Jedi...I promise you. On Mandalore he was tested by the Trial off the Spirit.

OBI-WAN: (concerned) Fascinating, how does one pass a trial if one is not even a Jedi yet?

QUI-GON: He is being called by the force itself.

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. CORUSCANT - PALACE OF THE JEDI - COUNCIL CHAMBERS - SUNSET

Anakin stands before the twelve Jedi with the scarf that Padme gave him tied around his neck. Oppo Rancisis, a Thisspiasian Jedi Master, and oldest of the order is present. Oppo Rancisis turns and nods toward Yoda.

OPPO RANCISIS: He is quite talented, old friend…Especially for his age.

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

ANAKIN : Cold, sir.

YODA : Afraid are you?

ANAKIN : No, sir.

MACE WINDU : Afraid to give up your life?

ANAKIN : I don't think so.

Anakin hesitates for a moment.

YODA : See through you, we can.

MACE WINDU : Be mindful of your feelings...

OPPO RANCISIS : Your thoughts dwell on your mother…and…your former slave master
YODA: Yes, great concern with your past, I sense…Who was your father?

ANAKIN : I never knew him, my mother said that he died when I was very young.

YODA: His name?

ANAKIN: Skywalker, sir.[36]

YODA: hmmmm

OPPO RANCISIS: Tell me young one, what do you fear?

ANAKIN : What's that got to do with anything?

YODA : Eveything. Fear is the path to the dark side... fear leads to anger... anger leads to hate… hate leads to suffering.

ANAKIN : (stern) I am not afraid!

YODA : A Jedi must have the deepest commitment, the most serious mind…Yes Anakin… I sense much fear in you.

INT. CORRUSCANT - PALPATINES QUARTERS - SUNSET

Queen Amidala is standing, staring out the window, with Kit Fisto. The lights of the city shimmer before them. Eirtae and Sabe stand near the door. Kit Fisto turns to face the Queen and sees her sadness.

KIT FISTO : Our people have not been on the best of terms in the past.

AMIDALA (PADME) : I know,…if anything I pray that this invasion will bring our nations closer.

KIT FISTO : I fear that many of my people will die, the Nautolans are a proud race, and stubborn. They have an army; however, they will be no match for the droid war machine.

Suddenly Palpatine and Admiral Panaka rush into the room and bow before the Queen.

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 Federation will lose its influence over the bureaucrats, and our people will be freed.

AMIDALA (PADME) : Who else has been nominated?

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 (PADME): 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. I suggest for now we take the Senates offer of a committee, at least to advance our cause in a positive direction.

AMIDALA (PADME) : No, we have no time for a committee. 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 (PADME) : I will sign no treaty, Senator. My fate will be no different from that of our people.

PALPATINE: What is your plan?

AMIDALA (PADME): To take back the capitol. Admiral.

PANAKA : Yes, Your Highness?

AMIDALA (PADME) : Rally any sort of support you can in the Senate. We need to find those who will stand against the Federation now,…We will leave in the morning…Ready my ship and bring C-3PO our protocol droid, I have use of him on our planet.

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

AMIDALA (PADME) : 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 Retinue exit the room.

INT. CORUSCANT - TEMPLE OF THE JEDI - COUNCIL CHAMBERS - TWILIGHT

Anakin, Obi-Wan, and Qui-Gon stand before the Twelve Members of the Jedi Council.

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

OPPO RANCISIS : The Force is strong with him.

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

The Council Members look to one another.

YODA : Due to his age,..a certain decision toward his training we have not. Very attached to his mother, he is.

MACE WINDU : There is too much fear in him…but we cannot deny that he is strong with the force.

QUI-GON : He is being chosen[37] ...you must see it.

MACE WINDU: You speak of the old prophecy of the one that will restore balance to the force?

QUI-GON: Who are we to know the complete will of the force?

YODA : Masked, this boy's future is.[38]

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

Obi-Wan reacts with surprise. Anakin 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?

QUI-GON : 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... Young Skywalker's fate later will be decided. For now join the younglings, he will.

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 assassin on Naboo.

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.

QUI-GON : With all due respect, Obi-Wan and myself will be no match for a hardened droid army with a Jedi assassin at its helm. We are not soldiers, but keepers of peace. If we make it past the blockade we will be forced to fight alongside the Naboo.

MACE WINDU : Then so be it…the Naboo are defenseless without us. The Jedi will even the playing field until the Senate comes to a clear decision. Kit Fisto, Shaak-Ti, and Jar Jar Binks will assist you in your mission to bring down this General. The Correlian Navy has lent its support for the freedom of the Naboo. They will assist the Queen in breaking past the Trade Federation's blockade.

QUI-GON : And what of the apparent alliance that the trade federation shares with Mandaloria? I sense they may hold a vital key in this mysterious theme.

YODA : Curious that the Mandalorian Senator would support the Naboo if such an alliance was made.

MACE WINDU : I will personally travel to Mandalore and investigate the strange occurrences that you and Fisto encountered with the Mandalorian Guard. Count Dooku is expecting me.

YODA : Be careful, discover a phantom menace, we must…May the Force be with you.

Obi-Wan, Qui-Gon and Anakin leave.

INT. CORUSCANT - TEMPLE OF THE JEDI – HALLWAY - TWILIGHT

Anakin and Qui-Gon walk down a hallway in the Jedi Temple.

ANAKIN : Master Qui-Gon, will I be able to become a Jedi?

QUI-GON : I believe you will become one of the greatest Jedi, the force is strong with you….I must leave you now Anakin, but when I return I hope to continue your training. Take heed to what Master Yoda instructs you until my return.

ANAKIN : Don't leave…

The couple make it to a door and stop. Qui-Gon puts his hands on Anakin's shoulders.

QUI-GON : I must Anakin, it is my duty as a Jedi Knight to serve my masters…even in the most difficult of times.

ANAKIN : I fear that you will not return.

QUI-GON : I will return, I promise you. Anakin, remember to trust in the force.

ANAKIN : I will.

QUI-GON : You will see, I shall return, and after this trade dispute is over, I will become your Master, and you will learn the ways of the force young one.

ANAKIN: Yes, Master.

The door then opens to a room of Jedi Younglings a little younger than Anakin. Oppo Rancisis sits in the center of the room, his tail is curled underneath him, and a long pipe comes from his mouth. The Younglings stand around Oppo as he is instructing them. They turn to see Anakin and Qui-Gon.

RANCISIS: Master Qui-Gon, a visitor you have brought.

QUI-GON: Yes Master Rancisis.

RANCISIS: Yes,..Yes. Anakin come, come… don't be shy.

Qui-Gon gives Anakin a gentle push into the room, and Anakin steps in.

RANCISIS: Younglings, let us welcome Anakin.

The younglings go to Anakin and greet him. Qui-Gon is seen on the other side of the door. Anakin looks to him, Qui-Gon waves, and the door closes.

EXT. CORUSCANT - SENATE LANDING PLATFORM - MORNING

Mace Windu, R2-D2, Qui-Gon, Obi-Wan, Shaak-Ti, and Jar Jar stand on the landing platform outside the ship. Along with the Correlian Captain Reese Solo. Two limousines pull up, and Admiral Panaka, Senator Palpatine, Kit Fisto, C-3PO, Twenty or so Nubian Troops, Guards, and Officers walk briskly toward the ship, followed by Queen Amidala, Padme, and Eirtae, they stop before the Jedi.

QUI-GON : (Cont'd) Your Highness, it is our pleasure to continue to serve and protect you. I present to you Reese Solo[39], Captain of the Corellian Navy who will assist us past the Trade Federation blockade.

REESE SOLO : The Correlian Navy is at your disposal Your Highness,…Two Star Saviors[40] and two compliments of Corellian V-Wing Fighters …We will get you past the Trade Federation's battleships, but after that you're on your own.

AMIDALA (PADME) : I welcome your help. The Federation means to capture me.

QUI-GON : I promise you, I will not let that happen….This is Shaak-Ti and Jar Jar Binks[41]. They will be accompanying us to Naboo to ensure your safety.

SHAAK-TI : It is a pleasure to be in the service of your majesty.

AMIDALA (PADME): I am very grateful to the Jedi….with out their help the Naboo would have no hope.

The necklace that Anakin gave Padme can now be seen around her neck.

REESE SOLO : Your Highness, I will now depart to mobilize the fleet. Good luck.

AMIDALA (PADME) : Thank you Captain

Reese Solo bows and enters his own ship and takes off. Mace Windu, R2-D2, Qui-Gon and Kit Fisto are conversing.

MACE WINDU : Fear not old friend. I will watch Anakin until I leave for Mandalore at which point he will stay with the younglings. Good luck Qui-Gon. May the force be with you.[42]

QUI-GON : And You.

R2-D2 : (whistles and chirps)

Kit Fisto turns to Qui-Gon as the two Jedi walk toward the ship along with R2-D2.

KIT FISTO : Together Again

QUI-GON : It is the will of the force. (smiles)

R2-D2 : (whistles and chirps)

R2-D2 seeming excited to be on his way runs into C-3PO as Amidala (Padme) enters the ship, followed by her Handmaidens and the four Jedi, Mace Windu and Anakin step back.

C-3PO : Well excuse me, please look where you are going!

R2-D2 : (whistles and chirps)

C-3PO : I am hurrying!

R2-D2 : (whistles and chirps)

C-3PO : I am not a Battle Droid, I am C-3PO, human, cyborg relations, and I may add that I have never been off world before, or away from the Senate Chambers for that matter!

R2-D2 : (whistles and chirps)

C-3PO : Stick with you?

R2-D2 : (whistles and chirps)

C-3PO : You'll keep me safe? Well lead the way, what is your number?

R2-D2 : (chirps)

C-3PO : R2-D2, why do I feel I am going to regret this?

The droids shuffle on to the ship and it takes off.

EXT. SPACE – ABOVE CORRUSCANT – CORRELIAN FLEET

The ships all convene above the planet in suddenly blast off into hyperspace together.

INT. NABOO - PALACE - THRONE ROOM - THEED - NIGHT

Darth Maul stand before a hologram of Darth Sidious.

DARTH SIDIOUS : The Queen and the Jedi are on their way to you. Is the planet secure?

DARTH MAUL : 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 : Move against the Jedi first...you will then have no difficulty taking the Queen. I will see to it that in the Senate, things stay as they are.

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

DARTH SIDIOUS : You have been well trained, my young apprentice, they will be no match for you. It is too late for them to stop us now. Everything is going as planned. The Republic will soon be in my command.

Darth Sidious fades off.

INT. NABOO SPACECRAFT - QUEEN'S CHAMBERS - SPACE

Sabe and Eirtae stand behind Queen Amidala as she talks with Qui-Gon and Admiral Panaka. Obi-Wan, Shaak-Ti, Kit Fisto, and Jar Jar watch.

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 (PADME) : I'm going to take back what's ours.

PANAKA : Your Highness...we have no army. We will be vastly outnumbered as before

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

AMIDALA (PADME) : Kit Fisto.

Kit Fisto looks around, puzzled.

KIT FISTO : Your Highness?

AMIDALA : I need your help.

INT. NABOO CRUISER COCKPIT - SPACE

The Naboo Cruiser heads toward the lush green planet. The Blockade still looms over the planet. Obi-Wan and Admiral Panaka spot it on the view screen.[43]

PANAKA : The blockade.

A hologram of Captain Reese Solo appears.

REESE : The Trade Federation has denied all transmissions from our fleet. We are nearing the blockade. Head for the surface, we'll cover you and engage the starships.

TYPHO: I have one battleship on my scope.

QUI-GON : Fly under its radius, the starships are less offensively supported there.

INT. ABOVE NABOO - STARSAVIOUR BRIDGE – SPACE

On the bridge a very simple and orderly chain of command takes place. Military personnel in clean outfits sit underneath the command deck. Reese Solo along with other military commanders stand at the large view window. The planet Naboo can be seen.

REESE : Red Alert.

All manner of red lights begin to flash and an alarm sounds.

REESE : Target Starship point one four. Prepare to fire on my mark…

COMMUNICATIONS OFFICER : Commander they are releasing a wave of vulture droids.

REESE : Lets meet them face to face, pilots to their ships. We must get the Queen through the blockade safely. Full fighter support. Fire on mark….Fire.

EXT. NABOO PLANET – STARSAVIOR - SPACE

The Starsavior spits out laser fire on one of the Trade Federation's Starships. V-Wing Fighter ships race out of the belly of the large star ship. In the distance the other Starsavior starts their attack. Fighters and Droids begin to clash. A few fighters are destroyed, however the Corellians seem to have things under control. The Naboo Ship can now be seen racing toward the planet in the chaos.

INT. ABOVE NABOO - NABOO SPACECRAFT – COCKPIT – SPACE.

TYPHO: Here we go! Brace yourselves!

EXT. NABOO SPACECRAFT – OVER NABOO – SPACE

The ship is hit a few times however quickly passes the blockade.

INT. NABOO ORBIT - NABOO SPACECRAFT – COCKPIT - SPACE

TYPHO: We made it! Where's our destination.

PANAKA : The Queen wishes to land near the Armen swamplands.

QUI-GON : Land quickly, I assure you we have been spotted by the Trade Federation Sensors.

EXT. NABOO - SWAMP - DAY

The Naboo spacecraft has landed in the Nautolan swamp. Troops unload the ships in the background as Obi-Wan approaches Qui-Gon.

OBI-WAN : Kit Fisto and Jar Jar are on his way to the Nautolan 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 Nautolan's will not easily be swayed.

OBI-WAN : Master. 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 I am, Obi-Wan. I foresee you will become a great Jedi Knight.

EXT. OVER NABOO - SPACE

Corellian Ships assault the droid ships and begin to get the upper hand, but more Droid fighters continue to pour out of the Trade Federation startships.

INT. STARSAVIOR – BRIDGE - SPACE

A commanding officer relays a message to Reese Solo.

OFFICER : Admiral, We are out maneuvering them three to one, but they just keep coming.

REESE SOLO : Then lets take out one of their Star Ships….the Trade Federation are cowards, if we destroy one of their own, they will likely retreat.

He looks over a command monitor

REESE SOLO : Target StarShip 14 mark 6…Fire at will commander.

EXT. ABOVE NABOO - SPACE

The Starsavior starts firing on one of the large Trade Federation Star Ships. Soon it's shield start to give. Fighters are everywhere.

INT. ABOVE NABOO - TRADE FEDERATION STARSHIP – BRIDGE - SPACE

Neumoidian commanders are at the helm, alarms are going off everywhere.

COMMUNICATOR : Our shield's won't hold Viceroy.

VICEROY : Intensify the shields! Divert all power to the shields!

COMMUNICATOR : Too Late!

The Bridge begins to explode.

EXT. ABOVE NABOO - SPACE

The Trade Federation Starship begins to blow up and breaks in half over Naboo.

INT. STARSAVIOR BRIDGE

The Military Men on the Bridge Cheer, Reese stands solemnly.

INT. NABOO - THEED – NABOO PALACE – THRONE ROOM

A battle communicator droid walks up to Nute and Darth Maul.

DROID : Sir, the Corellian vessels have destroyed the Starship Pummel.

NUTE : What?! Do you know how much those cost?

DARTH MAUL : Remove the rest of the fleet. Retreat back to the homeworld,…they are no longer of use to us. The planetary shield and our ground troops will keep control of this planet for some time. They have no ground forces.

NUTE : Retreat the Star Ships…before any more are destroyed.

DROID : Rodger, Rodger.

EXT. NABOO - SWAMP LAKE - DAY

Kit Fisto and Jar Jar emerge from the swamp lake and walk over to Queen Amidala who is now wearing a sleek military outfit, Admiral Panaka, Typho, Obi Wan and Qui-Gon. Padme, Eirtae, Rabe, Shaak-Ti, Artoo and C-3PO, Pilots and Guards stand in the background near the starship.

KIT FISTO : The Nautolan's home has been destroyed, and there are no signs of my people.

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

OBI-WAN : More likely they were wiped out.

JAR JAR : No, missa no sense that theesa peoples are dertoyoid…Only bombad explosion from deez meezaneks.

KIT FISTO :…There is a sacred place that the Nautolan visit that is not far from here. They may have migrated there to escape the droid attack.

AMIDALA (PADME) : Can you take us there?

Suddenly a guard runs up to the Jedi and the Queen.

GUARD : The Trade Federation ships are in full retreat!

The group cheers, accept for Qui-Gon.

QUI-GON : I fear that the dark side is near.

SHAAK-TI : What do you mean?

QUI-GON : I'm not sure…but something is amiss.

KIT FISTO : Yes… but it is hard to sense, it is clouded.

QUI-GON : Stay alert, there are things at work here that are not all what they appear.

EXT. NABOO - SWAMP - DAY

The group follows Kit Fisto as he moves through the swamp. Kit stops and sniffs the air. The group stop behind him.

KIT FISTO : This is it.

Kit Fisto makes a strange chattering noise. Suddenly, out of nowhere, Nautolan Troops riding on Kaadus emerge from the brush. The Nautolan guards have spears pointed at the Nubians.

EXT. NABOO SACRED TEMPLE RUINS - DAY

Kit Fisto, Queen Amidala (Rabe), Qui-Gon, Obi-Wan, Rabe, Padme, Eirtae, Shaak-Ti, Jar Jar, C-3PO, Typho and the rest of her group are led through a clearing full of Nautolan refugees. At the far end are the ruins of a grand temple with massive carved heads. Chief Nass and several other elders walk out on the top of a three-quarter-submerged stone in the image of a head.

CHIEF NASS : (translated) I Assume you found that our habitat has been destroyed?

KIT FISTO : I have,…

CHIEF NASS : What type of evil would destroy our home?

KIT FISTO : It was the Trade Federation.

CHIEF NASS : As you so warned us, We…I should have taken heed to your warning.

KIT FISTO : It was wise to flee to the sacred place…but you will not be safe here. The droid army will find and destroy you.

CHIEF NASS :….Who have you brought, and why have you come?

Kit turns to the Queen, C-3PO walks up to the queen.

C-3PO : You Majesty, Chief Nass wishes to know your name and your intentions.

C-3PO then steps back and begins to translate for the Queen and the Chief. Queen Amidala (Rabe) steps forward.

AMIDALA (RABE) : I am Queen Amidala of the Naboo, I come before you in peace

CHIEF NASS : A Queen of Naboo? It is because of you that our home has been destroyed by the droid army.

Suddenly Padme steps forward. Admiral Panaka and the Jedi stand behind her.

PADME (QUEEN AMIDALA) : Honorable Chief Nass, It is true that we come before you in peace, the Trade Federation is our common enemy.

CHIEF NASS : And who is this?

PADME (QUEEN AMIDALA) : I am sorry, but this is one of my loyal handmaidens (points to Rabe who is dressed like the queen) who in times of danger, is dressed as my decoy. I am the true Queen Amidala of the Naboo.

Admiral Panaka and Half a Dozen Guards and Pilots look around nervously, and the Nautolan Troops lower their long power poles. The Jedi stay relaxed.

AMIDALA : We wish to form an alliance...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, and 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.

Amidala drops to her knees and prostrates herself before Chief Nass. There is

a gasp from Admiral Panaka, the troops, and the Handmaidens.

C-3PO : (after his translation) Oh my, your majesty!

AMIDALA : (Cont'd) We are your humble servants...our fate is in your hands. Only together can we defeat our common enemy.

Slowly, Admiral Panaka and his troops bow down before the Nautolan elders. Then the Handmaidens and finally the Jedi. The Nautolans are puzzled by this.

CHIEF NASS : We now have nothing to go home to, these Machines have destroyed our ways of life and our hearts. We must work together…so that this tragedy will not happen even to the likes of our enemies and to achieve victory on our sovereign world.

C-3PO : (after translation) They have agreed to help!

There is applause

INT. NABOO – THEED - PALACE - THRONE ROOM - DAY

Nute, Rune, and Darth Maul walk together with a hologram of General Grievous

GRIEVOUS : ...we've sent out patrols and have already located their starship in the swamp...It won't be long, My Lord.

DARTH MAUL : This is an unexpected move for her. It's too aggressive. Be patient... Let them make the first move.

GRIEVOUS : And what of the Jedi?

DARTH MAUL : Leave them to me.

NUTE : Why would the Queen return?

MAUL : To claim back what was hers…

NUTE : But it is suicide, we outnumber her one thousand to one.

MAUL : Don't underestimate her Viceroy…with her she brings five Jedi, we are the outnumbered. But no matter…For we know their strategy and they know not ours. I will catch them off guard and destroy them.

EXT. NABOO - EDGE OF SWAMP/ GRASS PLAINS - DAY

A Nautolan Sentry sits on top of the ancient temple head, searching the landscape with a pair of electrobinoculars. He sees something and yells down at the foot of the statue.

NAUTOLAN LOOKOUT : They're here! (Subtitled)

KIT FISTO : They're here!

Four speeders pull up to the group. Admiral Panaka and a dozen or so guards and pilots file out and join the group consisting of the Jedi, Queen Amidala, C-3PO and Chief Nass.

PADME (QUEEN AMIDALA) : What is the situation?

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 (QUEEN AMIDALA) : The battle is a diversion. The Nautolans must draw the droid army away from the cities. Kit Fisto, Shaak-Ti, and Jar Jar Binks will stay with the Nautolans…Master Qui-Gon Jinn and Obi-Wan Kenobi will be with us. We can enter the city using the secret passages on the waterfall side. Once we get to the main entrance, Master Qui-Gon will create a diversion, so that we can enter the palace and capture the Viceroy. Without the Viceroy, they will be lost and confused and we will have control of the droid army.

Qui-Gon and Obi-Wan look with interest.

PADME (QUEEN AMIDALA) : (Cont'd) What do you think, Master Jedi?

QUI-GON : The Viceroy will be well guarded.

PANAKA : Once we're inside the palace, we shouldn't have a problem locating the Viceroy.

QUI-GON : There is a possibility with this diversion many Nautolans will be

killed.

KIT FISTO : The Nautolans are ready to do their part

Chief Nass bows his head, and Jar Jar nods.

JAR JAR : Da mechanicks arsa gonna usa bombastic, Nautolins beeza definclees contras.

PADME (QUEEN AMIDALA) : The Corellian fleet will provide your forces with a small planetary shield that should withstand long range attack, but once the federation are past the preliminary force field, you will be vulnerable.[44]

OBI-WAN : And there's an even bigger danger. If the Viceroy escapes, Your

Highness, he may return with another droid army.

PADME : That is why we must not fail to get to the Viceroy. Everything depends on it.

INT. NABOO - THEED - PALACE - THRONE ROOM - DAY

Nute, Rune, Darth Maul, and Grievous walk through the throne room.

NUTE : ...she is more foolish than I thought.

GRIEVOUS : 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.

NUTE : And what if the Jedi become involved?

MAUL : I sense that there is more to this, there is a tremor in the force.

GRIEVOUS : If the Jedi become involved, then they shall perish as the rest of those animals. I have your approval to precede then, My Lord.

DARTH MAUL : Proceed General…destroy them all.

INT. NABOO - SWAMP LAKE - DAY

All is peaceful. Small animals drink out of a large swamp lake. Suddenly there is a disturbance in the middle of the lake. A rush of bubbles, then a Nautolan soldier riding a Kaadu emerges from the water, followed by several others. Eventually an army marches through the swamp. The kaadu shake themselves off as they exit the lake. Soldiers on huge, lizard-like Fambaas move into position. The Nautolan army heads out of the swamp and onto the rolling grassy hills.

INT. NABOO – GRASS PLAIN - DAY

Hundreds of Nautolan warriors march in long lines toward the horizon. Federation tanks move up to a ridge and stop. Behind the tanks land the enormous C-9979 landing craft. In the distance the droids see the Nautolan Army marching toward them. Kit Fisto sees the tanks on the ridge and orders a halt. The Nautolans are spread out in a large line. The Jedi are intermixed with the warriors. Kit Fisto pulls out a communication device.

KIT FISTO : Energize the shields.

INT. STARSAVIOR – BRIDGE - SPACE

The bridge of the Starsavior is calmer than before with bridge crews at their station. Reese solo stands in the center bridge.

REESE SOLO : Full power to the planetary shield and hold position.

EXT. STARSAVIOR - SPACE

The starship activates its planetary shield.

INT. NABOO - SWAMP LAKE - DAY

On the opposing side General Grievous stands on a command platform on a C-9979 Landing craft, several battle droids stand around him.

BATTLE DROID : It appears that the primitives have some sort of shield technology.

GRIEVOUS : It must be from the ship in orbit, it wont protect them forever at that distance…Let's test out these so called shields.

EXT. NABOO - THEED - CENTRAL PLAZA – DAY

Padme (Queen Amidala), followed by Eirtae, Admiral Panaka make their way toward the entrance to the main hanger. They are followed by about Twenty Naboo Guards and Pilots. They stop, and Padme (Queen Amidala) uses a small red laser light to signal across the plaza to Qui-Gon and Obi-Wan and Twenty other assorted Naboo Guards and Pilots. The Jedi signal back and walk out into the tank filled plaza catching several battle droids unawares, slicing them into pieces. The Guards and Pilots begin to fire at distant targets. The battle droids begin to fire and the Jedi deflect laser bolts causing the battle droids to explode. As the ruckus erupts at one end of the plaza, Padme (Queen Amidala), Admiral Panaka, Eirtae and her troops rush into the main hanger. Qui-Gon and Obi-Wan continue to engage the droids outside.

INT. NABOO - THEED - CENTRAL HANGER - DAY

Alarms are sounding as Padme (Queen Amidala), Panaka, Eirtae and Naboo Forces rush into the hanger. Battle Droids begin firing at them as they run for cover.

INT. NABOO - 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...Capture the Queen, I'll handle the Jedi.

EXT. NABOO - GRASS PLAINS - DAY

The Federation tanks begin to fire on the Nautolans, but they are protected by the planetary shield. The tanks stop firing, and the Nautolans Cheer.

BATTLE DROID : The long range weapons seem to have no affect, General.

GRIEVOUS : I see that! Release the troops.

BATTLE DROID : Rodger, Rodger

Doors to the massive transports open, and racks of Battle Droids are pulled out and lined up by a squad of staps. The Battle Droids reconfigure into their standing position. The Nautolans get ready for an attack. Grievous gives the command to move forward, and thousands of Battle Droids march toward the Nautolans.

The Nautolans power up their weapons as the Droids slowly march through the protective shield and start firing. The Nautolans throw their power poles and fling small balls of energy with slingshots. The Nautolans dump large balls of energy into mortars that heat up and fire the energy goo onto the Battle Droids, causing them to short out. Nautolan archers with plasma like arrows begin to fire. Grievous watches from a landing craft on a hill overlooking the battle. Kit Fisto, Shaak-Ti, and Jar Jar deflect laser fire with their light sabers.

JAR JAR : Thesa Nautolanders will nossa long last from thesems meekeezaneks.

KIT FISTO : The landing craft are to the rear, why don't they draw closer?

SHAAK-TI : These droids are controlled remotely from….there.

She points to the C-9979 Landing Craft.

SHAAK-TI : If we knock out the droids control ships, it should render the droid troops useless.

INT. NABOO - THEED - CENTRAL HANGER - DAY

Obi-Wan, Qui-Gon, Sabe, and Naboo Troops rush into the hanger and overwhelm the few remaining Battle Droids. Padme (Queen Amidala), Admiral Panaka and the remainder of the troops join forces with them.

PADME (QUEEN AMIDALA): The Viceroy is in the throne room.

She looks to Qui-Gon.

QUI-GON : Can your forces handle the attack from here.

PADME: Yes

OBI-WAN : Master, there is a disturbance in the force.

QUI-GON : I sense it too, stronger than before.

They head for the exit. As they draw closer the blast doors open to reveal Darth Maul. Admiral Panaka, Padme (Queen Amidala), and Her Troops back away. Qui-Gon and Obi-Wan step forward.

QUI-GON : (Cont'd) We'll handle this...

OBI-WAN : A Sith Lord?

QUI-GON : Just as I feared…

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 revealing a double sided light saber. At the far end of the hanger, Six Wheel Droids roll in and transform. The Jedi begin to fight the Sith Lord.

The Droids begin to advance and start firing on Padme (Queen Amidala), Admiral Panaka, and the rest of the troops.

PANAKA : How are we going to get past those destroyer droids?

Padme (Queen Amidala) then blasts a control panel in the wall and an alarm goes off as all the blast doors shut, cutting them off from the battle droids and the Jedi Duel that becomes more and more fierce. The Sith Lord moves incredibly fast, fighting the two Jedi at once, flipping into the air and outmaneuvering them at every turn.

EXT. NABOO - GRASS PALINS - DAY

Jar Jar, Kit Fisto, and Shaak-Ti work their way through battle, destroying battle droids and saving Nautolan lives. General Grievous overlooks the battle.

GRIEVOUS : So the Jedi have decided to show themselves…send in a squad of Destroyer Droids…that should even the odds.

A Battle droid motions for the wheel droids (destroyer droids) and gives the signal. Hundreds of wheel droids out of the transports head down toward the battle.

They slowly roll through the deflector shields, and then transform themselves once they get on the other side. The Nautolans blast the wheel droids with energy balls. The destroyer droids blast many Nautolans. Kit Fisto yells to Jar Jar and Shaak-Ti.

KIT FISTO : You have got to get to those landing craft! I'll stay here and protect my people!

Jar Jar nods and the two Jedi sprint out of the battle and dash toward the Trade Federation tanks. Grievous catches them in his eye.

GRIEVOUS : Finally some action!

The two Jedi dart to the landing craft and start hacking them to shreds with their light sabers. Destroyer Droids start to fire and one tank at a distance fires at the Jedi. Shaak-Ti deflects the cannon's fire destroying more tanks with the blast. Suddenly out of nowhere a light saber is heard igniting along with a quick maneuvering of droid parts. She turns and sees Grievous approaching at breakneck speed toward Jar Jar.

SHAAK-TI : LOOK OUT!

Jar Jar dodges just out of range of Grievous' light sabers. Grievous then engages the two Jedi. He moves wildly with abnormal robotic moves. The two Jedi can barely block his outlandish attacks and the two Jedi start to loose footing from him.

INT. NABOO - THEED - CENTRAL HANGER - DAY

The Sith Lord drives the Jedi out of the hanger and into the power generator area next door. The fighting is intense.

INT. NABOO - THEED - POWER GENERATOR PIT - DAY

Three swords are crossed in an intense display of swordsmanship. 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. NABOO - THEED - PALACE - HALLWAY - DAY

Padme (Queen Amidala), Admiral Panaka, Eirtae, Sabe and the Naboo troops are trapped in a hallway by battle droids.

PADME (Queen Amidala) : We don't have time for this, Admiral.

PANAKA : Let's try the outside stairway.

Admiral 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 Troops stay in the hallway to hold off the battle droids.

EXT. NABOO - THEED - PALACE - OVER WATERFALL - DAY

Padme (Queen Amidala), Admiral Panaka, and about ten other Naboo troops 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 (Queen Amidala), Admiral Panaka, and the others begin to climb up the wall.

EXT . NABOO - GRASS PLAINS DAY

The Nautolan Army is no match for the fast Destroyers Droids. Shaak-Ti continues to fight Grievous but is struggling to keep alive. Grievous is using two lightsabers, and his moves are flamboyantly exact. Suddenly, Grievous gets the better of Jar Jar and fatally stabs him with a light saber. Shaak-Ti is stricken with grief.[45]

SHAAK-TI : NO!

Grievous then lands on Jar Jar and crushes him with his foot like talons. Bending over he grabs Jar Jar's lightsaber. Jar Jar's body then disappears under Grievous, leaving only cloths.

GRIEVOUS : A Souvenir

The Destroyer Droids and are picking off Nautolans one by one. Kit Fisto realizes that they are doing no more help. Kit calls to the Nautolan Commanders.

KIT FISTO : Retreat to the lake, you will be safe there for a short time!

NAUTOLAN COMMANDERS : (Subtitiled) Retreat! Retreat!

The Nautolan's army begins to retreat from where they came. Only to see that their retreat is blocked by a number of Drop Ships.

NAUTOLAN COMMANDER : (Subtitled) General, the escape route is blocked by alien ships!

Suddenly from the belly of the numerous small drop ships, Mandalorian Guards star to repel out of LAAT/I Gunships.

KIT FISTO : It can't be!

Soon drop ships are landing all around the Nautolans.

INT. NABOO - THEED - PALACE - HALLWAY TO THRONE ROOM

A window in the hallway blasts apart. Padme (Queen Amidala), Admiral Panaka, and the Nubian troops climb into the hallway. They head for the door to the throne room.

Suddenly, two Destroyer Droids skitter in front of the door. Padme (Queen Amidala) turns around and sees two more destroyer droids appear at the far end of the hallway, trapping them in the middle. Padme throws down her pistol and turns to Admiral Panaka.

PADME : Throw down your weapons. They win this round.

PANAKA : But we can't...

PADME : Admiral, I said throw down your weapons.

Admiral Panaka and the Guards and Pilots throw down their weapons.

INT. NABOO - 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. NABOO - 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 behind and about five walls way from Darth Maul. The Jedi must wait until the next pulse to advance down the corridor. Obi-Wan is impatient, waiting for the wall of rays to open.

Qui-Gon sits and meditates. The Sith Lord paces like an animal, staring down Qui-Gon Jinn.

The electric rays cycle as Qui-Gon sits meditating. The wall of the deadly rays turn away, and Obi-Wan starts running toward Qui-Gon and the Dark Lord. When the wall between Qui-Gon and Darth Maul opens, Qui-Gon jumps to his feel and begins to fight the Dark Lord with a ferocity not seen before. They move into the area at the end of the corridor, a small area that is mostly made up of a deep hole in the center that appears to be some sort of exhaust area. The electron ray gates begin to close. Obi-Wan tries to make it to the exhaust area but Darth Maul force push's Obi Wan and is caught one gate short. Qui-Gon and Darth Maul battle around the pit as a frustrated Obi-Wan watches.

Darth Maul catches Qui-Gon off guard. The Sith makes a quick move, bashes his lightsaber handle into Qui-Gon's chin, and the red sith blade runs through Qui-Gon. Qui-Gon slumps to the floor in a heap.

OBI WAN: Nooo!

Darth Maul then kicks Qui-Gon's lightsaber into the deep hole, and then stares down Obi Wan.

EXT . NABOO - GRASS PLAINS DAY

The battle looks hopeless Suddenly in the sky several large drop ships fly into the battle and pauses above the army. Mandalorian Guards jump from the ships belly platform fully armed. Kit Fisto sees no hope for survival. However, to his surprise, Mace Windu leaps from the drops ship and yells.

WINDU : ATTACK!

The Mandalorian's begin to fire upon the droids. The Nautolans Cheer, Kit Fisto looks confused and stands defensively against the Mandalorians. Windu ignites his light saber and turns to the Mandalorian Pilot.

WINDU : Target the large armored transports and destroy them.

MANDALORIAN PILOT : Yes Sir.

Windu begins to destroy droid after droid and gets back to back with Kit Fisto.

WINDU : The Mandalorians will hold the droids here, I sense that Shaak-Ti is in trouble, we must save her.

KIT FISTO : Let's Go!

The two Jedi then bolt out of the action toward the hill where the Federation's tanks and transport are parked as the Mandalorian Guard begin to wipe out the droid army.

EXT. NABOO - GRASS PLAINS - HILL

Shaak-Ti and Grievous continue to duel, their moves are impossibly fast and Grievous counters everything Shaak-Ti attempts, finally Grievous catches Shaak-Ti with his foot talon by the face and throws her to the ground. Grievous is about to give the fatal blow with his lightsabers when the drop ships begin to fire on the landing craft. Grievous turns to look as Mace Windu and Kit Fisto get to the scene.

MACE WINDU : Let her go Cyborg.

GRIEVOUS : Aaaa, the famous Mace Windu…Your lightsaber will be quite a prize for my collection.

MACE WINDU : Come and get it if you think you can.

Grievous then moves toward Mace Windu to engage him. The two clash lightsabers and Grievous holds his own, Kit Fisto then runs to Shaak-Ti and helps her up. Suddenly a landing craft is destroyed by the Mandalorians drop ships at which time they return to the battlefront. About a third of the battle droids begin to shake upside down, and then stop. A Nautolan warrior pushes one of the battle droids, and it falls over. Grievous is distracted and the three Jedi slip back away from Grievous and dart away.

GRIEVOUS : Fools!

The three Jedi run into the hull of a C-9979 that is now laying on it's side, destroyed. Grievous yells to a battle droid.

GRIEVOUS : Two battalions to the battlefield! Shoot down those ships! Don't let them take anther landing craft!

BATTLE DROID : Rodger, Rodger

INT. NABOO - THED - PALACE THRONE ROOM - DAY

Padme (Queen Amidala), Admiral Panaka, and six other officers are brought by ten battle droids before Nute and Rune and several other Neimoidians.

NUTE : Your little insurrection is at an end, Your Highness. Time for you to sign the treaty and end this battle and pointless debate in the Senate.

Sabe (dressed like the Queen) suddenly appears in the doorway with several Naboo Troops. Several destroyed battle droids can be seen in the distance.

SABE (Queen Amidala) : I will not be signing any treaty, Viceroy, because you've lost!

Nute and the other Neimoidians are stunned to see a second queen. Nute yells at the ten battle droids in the room.

NUTE : After her! This one is a decoy!

Six of the droids rush out of the throne room after Sabe (Queen Amidala). 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 Admiral Panaka. Padme grabs two pistols, tosses one of the to Admiral Panaka and one to a Nubian Guard. She takes a third pistol and Blasts the last of the battle droids. The Nubian guards rush to the door control panel as Padme hits the switch to close the door. The Guards at the door jams the controls. Admiral Panaka throws more pistols to the other guards. The Neimoidians are confused and afraid.

PADME : Now, Viceroy, this is the end of your occupation here.

INT. NABOO - THEED - POWER GENERATOR – EXHAUST PIT

Obi-Wan screams as the pulsing electron gate opens, and the Sith Lord attacks him. The Dark Lord is relentless in his assault on the young Jedi. Obi-Wan and Darth Maul use the Force to fling objects at each other as they fight. Darth Maul seems to have the upper hand as Obi-Wan grows weary. Darth Maul catches Obi-Wan off guard and Maul kicks Obi-Wan into the large exhaust pit. He is barely able to hold onto a nozzle on the side of the pit. Darth Maul grins evilly at Obi-Wan. Obi Wan still holds on to his light saber that is now turned off and he hangs on with one hand.

INT. NABOO - THEED – DESTROYED C-9979 LANDING CRAFT HULL – DUSK

The three Jedi take cover in the hull of the destroyed C-9979 Landing craft, the battle is waging in the distance.

SHAAK-TI : He is hunting us.

KIT FISTO : Why has he stopped?

SHAAK-TI : He is unstoppable

MACE WINDU : Never have we been out maneuvered by a droid.

SHAAK-TI : His strategy is without flaw, he is impossible to beat!

MACE WINDU : Focus…we are Jedi.

Suddenly Grievous's voice can be heard but he is not seen.

GRIEVOUS : Jedi…you are surrounded, your army of primitives has been decimated. Make your peace now for this is your final hour. And let it be know that I, General Grievous am not without mercy…for I will grant you a warrior's death!

SHAAK-TI : I cant see anything…that noise

MACE WINDU : He is coming….alone.

KIT FISTO : I can't find him, he's close but..where?

SHAAK-TI : All around us!

MACE WINDU : Steady…

All three Jedi have their lightsabers at the ready and suddenly Grievous attacks from above the Jedi. From out of nowhere he pounces in front of the Jedi and engages them turning into a blur of lightsabers. The Jedi block, but Grievous looks impossible to beat. After a time of swordplay, Grievous swipes a tentacle off of Kit Fisto's head and slices a nick in his arm. Kit then falls to the ground, without pause Grievous kicks Shaak-Ti out of the way and then jumps on her, holding her to the ground. Mace then force pushes Grievous into the wall, but without pause Grievous zig zags his way back to Mace who stands fearless. Grievous looms over Mace and then suddenly a drop ship blasts its way through the hull of the ship and puts a spot light on Grievous. They sit there looking at each other and the ship starts blasting away. Grievous runs around the room, around debris and avoiding the blasts from the drop ship.

MACE : Shoot him Down!

The ship lets loose a set of grenades and destroys the whole area in a cloud of explosions. The Mandalorian Guards jump out of the drop ship and collects Kit Fisto and Shaak-Ti. The Mandalorian Commander Cody stands next to Mace.

CODY : The droid army has been destroyed sir, everyone needs to get on the ship!

MACE : NO! we must pursue!

CODY : We can't or the Survivors will die, there's no way he could have survived that.

The Mandalorians help the Jedi on board and take off. From the Debris, Grievous walks out and watches the ship take off, his tattered cape blowing in the air.

INT. NABOO - THEED - POWER GENERATOR - EXHAUST PIT

The Sith Lord smiles as he goes in for the kill. At the last moment, Obi-Wan calls on the force and swings up out of the pit pushing himself up with one arm. In mid air, Obi Wan uses the force and flies over the Sith, throwing Darth Maul off. Obi Wan in mid air ignites his light saber and Obi-Wan slices Maul's double lightsaber in half then the young Jedi force pushes Darth Maul and Maul falls into the exhaust pit. Darth Maul falls into the seemingly endless pit. 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 will...bring balance to the force...train him!

Qui-Gon dies and Obi-Wan cradles his Master, quietly weeping. Qui-Gon's body then disappears.

INT. NABOO - THEED – BOTTOMLESS SHAFT

Darth Maul falls down the shaft, that eventually turns into many small shafts and he slides to a halt. Next to him is Qui-Gon's light saber. He picks it up and slices a hole through the shaft to free himself.

INT. NABOO - MAIN HANGER - COURTYARD - DAY

The large, grand cruiser of the Supreme Chancellor lands in the courtyard

of the main hanger. Admiral Panaka, twenty guards, Nute Gunray, Rune Haako, Obi-Wan, C-3PO, R2-D2, and the Queen and her Handmaidens are present. The Neimodians are under arrest.

PADME : Now, Viceroy, you are going to have to go back to the Senate and explain all this.

PANAKA : I think you can kiss your Trade Route goodbye.

The main ramp of the cruiser is lowered as Admiral Panaka and the Nubian Guards lead the Neimoidians toward the ship. The Grand Chancellor Palpatine and several republic guards descend the walkway, followed by Yoda, and several other Jedi Masters and Anakin Skywalker dressed as a Padawan learner. 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.

Padme (Queen Amidala) walks to Anakin, who is wearing a padawan uniform and Padme's scarf around his neck. The two hug each other.

PADME : Welcome to my planet Annie, welcome to Naboo

ANAKIN : It's beautiful, just as you are your majesty

Padme (Queen Amidala) blushes.

EXT. NABOO - GARDEN - NABOO PALACE - DUSK

The Jedi Council all stand around Obi-Wan.

OBI-WAN: With his dying words, Qui-Gon asked me to train the boy. I gave him my word. I will train him.
YODA: Impossible…you are a Padawan. You must finish your training.
OBI-WAN: I am ready for the final trial, I could pass it now. The Sith have returned…I saw him kill my Master, we must be prepared to defend the Republic! Grant me the trials!
YODA: hmmm….much anger in you. Patience Obi Wan, complete your training, I will. But risky taking this boy as your Padawan learner is.

OBI-WAN : Master Yoda, Qui-Gon believed in him. I believe in Qui-Gon.

YODA : Chosen by the force the boy may be; nevertheless, caution we must take, I fear, in his training.

OBI-WAN : I will train Anakin to the best of my ability.

YODA : Qui-Gon's defiance I sense in you. Need that, you do not. Master Rancisis, long have you ministered to the younglings, of your opinion on this matter the council seeks.
MACE WINDU: Should the boy be trained?

OPPO RANCISIS: His destiny is unclear, however I see a light in the boy, like no other. If trained, he will become very powerful…It is our duty then, to teach him the ways of the force, so that his light will shine in the galaxy and not be dim. And teach him well, we must.

YODA: …Agree then, the council does. Your apprentice, young Skywalker will be.

OBI-WAN : And what about the Sith Lord?

MACE WINDU : There is no doubt. The mysterious warrior was a Sith, but his plot is clouded by the dark side of the force...

Kit Fisto then enters with a bandage over his arm. The Jedi applaud.

KIT FISTO : The Mandalorians, they attacked us on Mandalore, and now they are coming to our rescue?

MACE WINDU : Upon conferring with Count Dooku, the Neumoidians sent out a signal to the mid rim territories stating that the Queen had been kidnapped. That is why you were fired upon on Mandalore.

KIT FISTO : I must say that the soldiers performed extremely well. The men should be congratulated.

MACE WINDU : Hardly Men…in my investigation I found that Mandalore has finally decided to abolish slavery on their planet.

The council stirs a bit.

MACE WINDU : (Con't) Fellow Jedi, the Mandalorians have perfected an age long controversial technology…Yesterday, on the battle field, you were not dealing with Men, you were dealing with Clones.

KIT FISTO : We'll they did have some impressive timing.

MACE WINDU : Not impressive enough I'm afraid…both Jedi Knight Jar Jar Binks and Master Qui-Gon Jinn were killed.

YODA : Now they are one with the force.

KIT FISTO : I have to admit, without the clones, it would not have been a victory.

YODA: Victory? Victory, you say?

Obi-Wan turns and looks at the sad little Jedi sitting on a garden rock.

YODA: Master Fisto, not victory, for dimmed by war the galaxy has become. The shroud of the dark side has fallen. Begun, this Clone War has!

EXT. NABOO - THEED - CENTRAL PLAZA - FUNERAL TEMPLE STEPS - SUNSET

The Jedi, Queen, Anakin, Sio Bibble, Admiral Panaka, the Handmaidens, Palpatine, Chief Nass, and other Nautolan and Nubian troops all stand around a bon fire as Jar Jar and Qui-Gon's cloths and belonging go up in flames. There is a drum roll that stops. Doves are released, and the body is gone. Anakain looks to Obi-Wan.

ANAKIN : Qui-Gon was wrong, I will never see him again…

OBI-WAN : He is one with the living force, Anakin...

ANAKIN : What will happen with me and my mother?

OBI-WAN : Bail Organa, prince of Alderaan has agreed to give sanctuary to your mother. She will be safe there.

ANAKIN : Why can't she live with me?

OBI-WAN : The Jedi council has agreed,… you shall be trained to be a Jedi. And as a Jedi, you must strip yourself of your past life, and take up the vows of the Jedi.

ANAKIN: What are these vows?

OBI-WAN : You will learn them, for after I complete my training, I will be your Master. You will become a Jedi, Anakin, I promise.

INT. NABOO - SPACE – SITH SPACECRAFT

Darth Maul pilots his ship as a hologram of the dark robed figure Darth Sidious appears.

DARTH MAUL: The Force is with us, Master.

DARTH SIDIOUS: You have done well.

DARTH MAUL: I bring you good news, my Lord. The war has begun.

DARTH SIDIOUS: Yes I know… (Smiling) Everything is going according to plan.

EXT. NABOO - THEED - CENTRAL PLAZA - DAY

There is a grand parade. Children Sing and throw flowers on the passing Nautolan Soldiers and the crowds cheer. Queen Amidala stands next to the Supreme Chancellor Palpatine, Anakin, Shmi, Obi-Wan, Sio Bibble, and the Jedi Council. C-3PO and R2-D2 stands in front of the Handmaidens and whistles at the parade. Queen Amidala and Palpatine smile at one another. Then Amidala looks over to Anakin and they make eye contact, and Amidala grins. Jedi line the sides of the assembly and important members of the senate are present. The Correllian Navy and Mandalorians Guards stand at attention. Count Dooku and Reese Solo stand by military men. In the parade are Chief Nass, Kit Fisto, and other Nautolans some of which ride Kaadu. They stop before the Queen and walk up the steps to Stand by her side. Chief Nass holds up the Globe of Peace. The Queen then speaks.

PADME : With this Globe of Peace we mark a new age for the planet of Naboo.

Everyone Cheers

PADME : And now I introduce to you the newly elected Supreme Chancellor of the Republic, Ethril Palpatine.

There is a lard Applause

PALPATINE : A great tragedy has occurred on our planet…an invasion of great magnitude has destroyed ways of life….and slain our brothers and sisters. We owe our lives to the Jedi, the soldiers of Mandalore, the Navy of Correllia, and mostly the peoples of Naboo, Nautolan and Nubian alike, who loss their lives for our freedom. These Separatists, the Confederate planets who chose to overlook the laws of peace laid down by the Republic over a thousand years ago shall not go unpunished, however more and more of these Separatists slip through the fingers of our great republic every day.

In response to the direct threat to the Republic, the Senate has given me temporary emergency powers to protect our blessed Galactic Republic. It is with great reluctance that I have agreed to this calling. I love democracy, I love the Republic. I am mild by nature, and I do not desire to see the destruction of democracy. The power that has been given to me I will lay down when this crisis has abated, I promise you. And as my first act with this new authority, I will create a grand army of the Republic to counter the increasing threats of the separatists so that incidents like this one we have just witnessed will never occur again. Long live the Republic![46]

The Crowd Cheers.

IRIS OUT

End titles

Star Wars

Episode II

THE CLONE WAR

CARD

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

STAR WARS

Episode II

The Clone War

War! The Confederate forces, lead by the Sith Lord Darth Maul, strike fear into the Republic with campaigns on many fronts across the Galaxy. On the first moon of Mandalore, Concordia, a Republic cloning facility, has come under attack from the Confederacy. Jedi Knight Obi-Wan Kenobi and his padawan, Anakin Skywalker, now must defend this facility from the droid armies of the merciless General Grievous and his Jedi assassins.

EXT. HYPERSPACE – CONFEDERATE BATTLESHIP MALEVOLENCE

The exaggerated space flies around the battleship, stars streaking at ballistic speeds. The Malevolence is enormous with two giant ion cannons on the starboard and port sides of the ship. The bridge rides high atop the heavy cruiser and is domelike with a transparent canopy.

INT. HYPERSPACE – CONFEDERATE BATTLESHIP MALEVOLENCE - BRIDGE

Droids are all at their stations on the bridge. General Grievous stands at the command.

GENERAL GRIEVOUS: What's taking so long? I want to get there before Durge destroys that planetary shield!

NAVIGATOR DROID : We are two parcecs away from Concordia, General.

GENERAL GRIEVOUS: They told me this ship was fast!

Grievous slams his fist down on a railing

COMMUNICATOR DROID: General, there is an incoming transmission

GENERAL GRIEVOUS: Put it through.

A hologram of Darth Maul appears. Grievous walks toward it

GRIEVOUS: To what do I owe this honor my Sith Lord?

DARTH MAUL: Grievous, my master informs me that your army has been weakened on Concordia.

GRIEVOUS: Two new Jedi have made it to the surface. I thought that Durge could handle the attack.

DARTH MAUL: Obviously you were wrong. Not to matter, I have some intelligence that should even the odds.

GRIEVOUS: I am two parsecs away and if I must I will engage the Jedi myself.

DARTH MAUL: Even with your victory at Geonosis, do not be too foolhardy cyborg. Your talent with a light saber is impressive, yet you know nothing of the force.

GRIEVOUS: You have your force, and I have my…improvements.

DARTH MAUL: Kenobi and Skywalker are leading the mission, do not underestimate them.

GRIEVOUS: HaHaHa, I assure you Sith that if anything, it's the Jedi who will underestimate this ship. As soon as that planetary shield is down, we will destroy the cloning facility.

DARTH MAUL: For your sake General, I hope you're right, for my master is less forgiving than I am.

The hologram dissipates

EXT. – SPACE – CONCORDIA

A planet under siege, a Battle wages over Concordia, the first moon of Mandalore. It would seem that the Republic forces are gaining an upper hand. This once lush agricultural moon was turned into a mining colony and now holds the cloning facilities that would supply the Republic Army.

EXT. – CONCORDIA – REPUBLIC CITY - DAY

The city is beautiful and elegant, seemingly made out of crystal. Droid factions are marching into the gates of the city, but are being repelled by the clone troopers and the force field surrounding the clone facilities. Several towers protrude from the cityscape. Two of the towers are twins and seem rather peaceful (zoom into one of the towers).

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN SOUTH TOWER - DAY

One of the tower rooms is full of Clone Troopers, Cannons and Obi-Wan Kenobi. Obi Wan talks to his communicator

OBI-WAN: Anakin, the trap is set, how are we doing over there?

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN NORTH TOWER- DAY

Anakin Skywalker receives Obi-Wan's transmission. The North tower mimics the first with clones in preparation. Anakin is now older, around 18, and wearing a brown, some clone trooper armor, and the scarf that was given to him from Padme is tied around his neck.

ANAKIN: We're set, got some guys here who are anxious to get going.

OBI-WAN: (heard through the communicator) Good to hear it. I think placing you in the North tower was a wise decision, albeit a frightful last minute change in strategy.

ANAKIN: Yes Master

Across the room, Rex, a sergeant, speaks to his men

REX : At ease men. I can't tell you how important this ambush is. If the droids get past these towers, then we will have to meet them on the ground and we'll be putting plenty of our boys in trouble down there. We can stop them here. This isn't another mission on some outer world, this is Concordia, this is where we were born gentlemen, this is our home, and I'll be damned to have some droid battalion step foot on it. I want everything squared away, no mistakes. Understood?

CLONES : Sir, Yes Sir

REX : Now lets get to our positions.

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN SOUTH TOWER- DAY

Cody, the clone sergeant, walks through several doors to the main room with a few soldiers behind him, his helmet is off. Upon entering the main room, we see Obi-Wan peering out the window with his binoculars.

CODY: Were back general.

OBI-WAN: (turns to Cody) Good, the show is about to begin. (to his communicator) Master K'Kruhk, are you ready to receive the droid advancement?

EXT. – CONCORDIA – REPUBLIC CITY – BETWEEN THE TOWERS- DAY

K'Kruhk, a male Whiphid Jedi, stands with a battalion of clones and tanks. K'Kruhk, an alien of superior size and strength towers over his men.

K'KRUHK: We are ready, Trust in the Force Obi-Wan. We will win this day.

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN SOUTH TOWER- DAY

OBI-WAN: May the force be with you

Cody inspects the room, walks up to clones working on a cannon

CODY: How's that cannon coming boys?

CLONE: We'll have this one back in business in no time, sir.

Obi-Wan looks out to the main thoroughfare with his binoculars, then talks to the communicator

OBI-WAN: Sergeant, fall back, we are ready for them

CLONE : (over the communicator) copy that

EXT. – CONCORDIA – REPUBLIC CITY – MAIN THOROUGHFARE- DAY

Down on the road below battalions of droids and tanks make their way in formation toward the trap. In the rear is a command vehicle with Durge at the command. Durge, is a Gen'Dai with enhanced battle armor. He wears a mask and is heavily armed. Two battle droids stand to his side on the risen platform of Heavy Armored Assault Tank

DURGE: How man droids did we lose entering the city?
BATTLE DROID 1: We took heavy losses General, we will not be able to…(he gets interrupted)

BATTLE DROID 2: Sir, it looks like the republic forces are retreating, should we wait for Grievous's air support to arrive?

DURGE: No, we have all we need here. The fools are hiding in the South tower. Bring up the dwarf spider droids and the tanks. Continue to march, we have them where we want them.

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN SOUTH TOWER- DAY

Obi-Wan observes the droids (a shot through his binoculars)

OBI-WAN : The droids are advancing

EXT. – CONCORDIA – REPUBLIC CITY – BETWEEN THE TOWERS- DAY

The troops are ready. K'Kruhk stands at the front, and ignites his light saber.

CLONE TROOPER : (To K'Kruhk) They're on their way, Sir.

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN SOUTH TOWER- DAY

Cody watches through his binoculars as the droids march closer.

CODY: I see a full battalion coming, right on schedule

EXT. – CONCORDIA – REPUBLIC CITY – MAIN THOROUGHFARE- DAY

The droids continue to march, a line of tanks and spider droids flank the battalion battle droids

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN NORTH TOWER- DAY

Rex is observing though his binoculars

REX: Tanks sir, and lots of them. A line of Spider Droids as well.

EXT. – CONCORDIA – REPUBLIC CITY – MAIN THOROUGHFARE- DAY

The droids continue to march toward the towers. Durge waves his hands in the forward direction.

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN SOUTH TOWER- DAY

CLONE TROOPER: (through his binoculars) Just a little closer

Just then the line of droids start to break into three lines as if they are going around the towers and through the middle.

CLONE TROOPER: Wait…They're splitting up.

CODY: What?

EXT. – CONCORDIA – REPUBLIC CITY – BETWEEN THE TOWERS- DAY

CLONE TROOPER : Sir, apparently the troops are splitting up, they may be trying to flank us!

K'KRUHK : (growls and snarls)

EXT. – CONCORDIA – REPUBLIC CITY – MAIN THOROUGHFARE- DAY

The droids march closer to the trap

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN SOUTH TOWER- DAY

OBI-WAN : Something's gone wrong. Prepare all troops for…

Obi-Wan gets interrupted by laser fire as battle droids enter the room from behind him, and the clone troopers scramble to get their weapons. The droids start firing away at the clones and Obi-Wan ignites his light saber and begins to deflect laser fire and force pushes some of the droids back into the hallway from where they came.

CLONE TROOPER : Go! Go!

OBI-WAN: Abort the Mission!

The Clone troopers fall back to another passage only to see Battle droids firing down the hallway.

CLONE TROOPER : Our position has been compromised!

Hundreds of droids are scene marching down the hallways.

EXT. – CONCORDIA – REPUBLIC CITY – BETWEEN THE TOWERS- DAY

K'KRUHK: There is a disturbance in the force. (Roars)

K'Kruhk lifts his hands in the air, and yells for the soldiers to attack. The clones begin to fire and K'Kruhk runs forward slicing down battledroids. He jumps up onto one of the Spider Droids and chops its legs off with his light saber. A frenzy ensues.

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN NORTH TOWER- DAY

Anakin, Rex, and the other clone troopers look on. Anakin talks to his communicator

ANAKIN : Obi-Wan, what's going on down there?

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN SOUTH TOWER- DAY

The room is a battle scene, Obi-Wan deflects laser fire with his light saber

OBI-WAN : Were cut off, the droids were on to us!

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN NORTH TOWER- DAY

ANAKIN : (into his communicator) Gunship come in! Hawk, we need an evac. from the roof of the South tower.

INT. – CONCORDIA – REPUBLIC CITY – REPUBLIC GUNSHIP – COCKPIT- DAY

HAWK : Rodger that Master Jedi, on our way

EXT. – CONCORDIA – REPUBLIC CITY – REPUBLIC GUNSHIP - DAY

The gunship flies over the city, soaring about the battle.

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN NORTH TOWER- DAY

REX : (To Anakin) South tower? We're in the North.

Anakin ignites his light saber

ANAKIN: Not for long

(shot from the other side of the glass) Anakin then slices an X through the glass windows and force pushes the glass into pieces

ANAKIN : Rex, fire your cables

Four Clone Troopers run up and fire cables over to the South tower. The squad of Clone Trooper and Anakin all jump onto the cables, hang from their weapons, and begin to slide down to the South Tower

EXT. – CONCORDIA – REPUBLIC CITY – BETWEEN THE TOWERS- DAY

The Battle ensues; one of the Droids next to Durge spots the clones sliding to the South Tower.

BATTLE DROID : (points) Commander, there were Clones in the North Tower

DURGE : Shoot them down!

Droids begin to fire at the Clones and Anakin, however, K'Kruhk is wiping out most of the forces with amazing strength and ability. He is using the force to push over droids and deflecting their laser fire. He picks up a Spider Droid and casts it into a tank. Durge's Tank glides in closer, and overlooks the battle.

EXT. – CONCORDIA – REPUBLIC CITY – BETWEEN THE TOWERS – UPPER LEVEL- DAY

The Clones and Anakin glide down and are now receiving fire. A few Clones fall to their death, Anakin deflects laser fire with his light saber.

EXT. – CONCORDIA – REPUBLIC CITY – BETWEEN THE TOWERS - GROUND- DAY

BATTLE DROID : Sir, they're making it to the South Tower

DURGE : Nevermind that, concentrate fire power right through the middle, the clones are weakened. We must get to that planetary shield generator.

BATTLE DROID : But Sir, but the Jedi…

DURGE : I'll take care of this Jedi….I'll sharpen my teeth upon this beast's bones.

Durge then jumps out of the tank and onto the street unholstering two impressive sized blasters, and begins to walk forward into the battle.

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN SOUTH TOWER- DAY

Anakin slices through the glass and breaks through the window on Obi-Wan's level. Clone troopers slide in right behind him. Anakin begins to attack the droids from behind and make his way to Obi-Wan. He runs up behind Obi-Wan.

ANAKIN : This way is clear.

OBI-WAN : How did you get over here?

ANAKIN : I Improvised.

Warding off more battle droids, Obi-Wan grabs hold of a mounted cannon in the room and force pushes it into the doorway where the droids are entering, crushing several droids under it. Then, Anakin, Obi-Wan, and the Clone Troopers run down the hallway to a lift and all pile in.

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN SOUTH TOWER – ELEVATOR LIFT- DAY

The lift flies up

EXT. – CONCORDIA – REPUBLIC CITY – BETWEEN THE TOWERS – GROUND- DAY

Durge walks straight to K'Kruhk who is warding off the battle droids with his light saber. Both are huge beings and tower over the battle. Durge calls out to K'Kruhk

DURGE : Stand ready to receive your doom, Jedi.

K'Kruhk turns to Durge

K'KRUHK: You will not pass, Jedi aren't killed so easily

DURGE: Neither am I

And with that Durge begins to fire at K'Kruhk with two very large laser blasters. K'Kruhk deflects the fire with his light saber. K'Kruhk side steps and deflects his laser blast back at Durge who takes a few blasts but dodges others. One of his laser guns gets deflected out of his hands. Durge then turns to a spider droid and picks it up and then races toward K'Kruhk and swings the droid at the Jedi like a bat. K'Kruhk splits the droid with his light saber twice and then thrusts his lightsaber into Durge. There is a moment of silence as the two stand face to face.

DURGE: Hahahaha, fool

K'Krunk looks confused as the lightsaber is stuck in Durge. Durge then punches K'Kruck in the face and then another as the lightsaber is still lodged in Durge's armor. Durge continues to punch K'Krunk relentlessly, till the Jedi falls to the ground.

INT. – CONCORDIA – REPUBLIC CITY – UPPER LEVEL IN SOUTH TOWER – ROOF- DAY

The lift doors fly open and Anakin, Obi-Wan, and the rest of the Clones run out to the edge of the tower.

OBI-WAN : Now what?

Droids exit the lift and begin to fire, the clones take offensive positions and begin to fire back. The Jedi deflect laser fire, run toward the droids and begin to slice them down. Just then the Republic Gunship swoops down and floats next to the building. The clones start backing away from their positions, and stepping onto the gunship while firing. The Jedi run toward the ship and leap on. The Gunship then turns, fires and wipes out the remainder of the droids on the roof.

OBI-WAN: Get us to the ground!

EXT. – CONCORDIA – REPUBLIC CITY – BETWEEN THE TOWERS – GROUND- DAY

The duel between K'Kruhk and Durge continues. From Durges arm, a flame thrower pops up and fires upon K'Kruhk. K'Kruhk deflects the fire with a force push and crushes the mechanism with the force, making it explode on Durges arm. From Durges other arm, a chain mace drops and he attacks by swinging the mace over his head, and whipping it toward K'Kruck, and attacking K'Kruhks face. Blood whips across the terrain. Durge attacks again with the mace landing upon K'Kruhk's arm and hand. K'Kruhk then rolls over and through the force tries to reach his lightsaber which is still ignited in Durge. Durge looks down and grabs the lightsaber before K'Kruhk can pull it toward him. Then Durge lifts his other arm and fires a gatling style machine gun like weapon that is mounted around his wrist. Hundreds of bullets fire toward K'Kruhk who deflect a few with the force, however several pierce his body. K'Kruhk then slumps and becomes lifeless.

CLONE TROOPER: Fall Back, were out gunned!

It is apparent that the droids are pushing forward now, Durge looks down and turns the lightsaber off that is lodged in him. The light saber now lays lifeless in his hand, he then throws the lightsaber at K'Kruhk and it rolls to his lifeless body. A battle droid runs up.

BATTLE DROID: Sir, we have the Clones in retreat

DURGE: Mount up, we will destroy that planetary shield, get us into range

BATTLE DROID: Rodger Rodger

EXT. – CONCORDIA – REPUBLIC CITY – BETWEEN THE TOWERS – GUNSHIP- DAY

On the gunship, Obi-Wan, Skywalker, and about ten clones including Rex and Cody race to the scene of battle between the towers. Obi-Wan slumps as if something is wrong.

REX: General Kenobi, are you alright?
OBI-WAN: Yes Captain…but I fear Master K'Kruhk is not..

Cody just received information from the ground and turns to Skywalker,

CODY: Sir, the Droids are advancing, they got past our lines.

ANAKIN: Get us to the ground now pilot!

OBI-WAN: Take us to Master K'Kruhk's location, and get us some speeders, Captain!

REX: Right Away, Sir.

EXT. – CONCORDIA – REPUBLIC CITY – BETWEEN THE TOWERS – GROUND- DAY

The gunship flies down and lands close to K'Krunk's location. The towers are in the backdrop. K'Krunk lays lifeless, his lightsaber on the ground next to him. Several Clones are gathered; one medical soldier is looking over the fallen Jedi. Other solders are running toward the droid advancement. Obi-Wan and Anakin leap from the gunship before it secures its landing, followed by Rex and Cody.

REX: (to his communicator) we need two speeders here on the double!

Obi-Wan and Anakin run toward K'Kruhk.

MEDICAL OFFICER: The shrapnel just ripped right through him. I'm afraid he's not going to make it, sir.

OBI-WAN: (to K'Kruhk) Master K'Kruhk….

K'Kruhk lies still, but moves his had up slowly toward Obi-Wan.

K'Kruhk: (alien language) There is no death….only the force…Qui-Gon taught me, your former master…believe in the living force, Obi-Wan. To become one with the force, upon death of this body…and you will become more powerful than you can possibly imagine…(snarls, coughs)

K'Krunk's body then disappears, leaving behind his cloak and light saber. Obi-Wan picks up the light saber, holds it in his hand, and stands over the cloak with Anakin at his side. Just then Cody runs up and two speeders stop on a dime next to the two Jedi.

CODY: General Kenobi, Grievous's ship has just fallen out of Hyperspace above the planet. If the droids are able to destroy the planetary shield, we're all done for.

ANAKIN: Durge will pay for this…

OBI-WAN: (forceful) No Anakin, do not seek revenge…it is not the Jedi way. We must stop the droid advancement and destroy their ion tank, it's the only weapon they have powerful enough to destroy the generator.

ANAKIN: That tank is practically impenetrable, we need air support.

CODY: Air support is on its way Sir, but it won't be here by the time they reach the Shield Generator. They got the jump on us.

The two Jedi run to the speeders

OBI-WAN: Anakin, you destroy the cannon, I'll take care of Durge.

ANAKIN: But master, you saw what he did to K'Krunk. Shouldn't we both face Durge? He can't get away with this…

OBI-WAN: No, the canon is our main objective, you must destroy it.

ANAKIN: Master!

OBI-WAN: Destroy that canon Anakin…that's an order.

Just then a few other clone scout troopers on speeders pull next to the Jedi.

OBI-WAN: Let's go, we must stop their attack. Target the main ion tank.

And the squad of speeders take off at break neck speed toward the droid advancement.

EXT. ABOVE CONCORDIA – CONFEDERATE BATTLESHIP MALEVOLENCE – SPACE BATTLE

A large scale space battle is ensuing over Concordia. The Malevolence is enormous, and begins to fire on the Star Saviors that are defending the planet

INT. ABOVE CONCORDIA– CONFEDERATE BATTLESHIP MALEVOLENCE – BRIDGE

Grievous paces across the bridge and overlooks the attack. Droids are at their posts

BATTLE DROID: Sir, the planetary shield is still up

GRIEVOUS: Contact Durge on the surface. I want a report

A hologram of Durge appears on a pedestal

GRIEVOUS: You're late Commander, what is the situation on the surface?

DURGE: We'll have your shield down General, we are almost in range.

GRIEVOUS: And what of the Jedi?

DURGE: The furry one won't be bothering us anymore

GRIEVOUS: and Kenobi?

DURGE: He's too late…He will never be able to stop us in time.

GRIEVOUS: Excellent, after the shield is down, get out of the city. I am sending down air support.

The hologram dissipates.

GRIVEOUS: (To the droids) Target the cloning facilities, and fire as soon as that shield is down.

DROID: Sir, should I send air support to the surface?

GRIEVOUS: And lose more droids, I think not. Now charge the Ion Cannon!

INT. ABOVE CONCORDIA – STAR SAVIOR – BRIDGE

The Captain Alvak of the Star Savior looks on to the battle, the bridge is in red alert on the attack. The Malevolence is in the window moving into position.

ALVAK: (to the communicator) There is no way we can destroy that ship in time, we need reinforcements. They can not let the planetary shield drop. (to the bridge) Target the ships Ion Canons, we must protect the surface!

EXT. – CONCORDIA – REPUBLIC CITY – ROAD TO THE SHIELD GENERATOR- DAY

The Jedi and Clone troopers speed their way to the rear of the droid advancement, and then split into two teams. As they draw closer they begin to fire on the droids. Some of the droids turn around and return fire. Durge then turns.

DURGE: Stop those speeders!

Obi-Wan's team quickly approaches Durges tank, and continues to fire. Obi-Wan ignites his light saber and deflects laser fire as a few Clone Troopers are taken down. Now racing at break neck speed, Obi-Wan leaps off of his speeder flies into the air and lands on the command platform in front of Durge. Obi-Wan quickly destroys the droids around him and then takes aim at Durge with his light saber.

OBI-WAN: Surrender Commander, your attack has failed

DURGE: I think you have made a grave error in judgment, Jedi

DROID : (over a communicator) Sir, the Ion Cannon is almost in range

Durge then lifts his gauntlet that has a red flickering button on it, and he moves his had over the control.

DURGE: You know, it's been over a century since I've killed a Jedi, and today I've already killed one. After you and your padawan, that will make three.

OBI-WAN: I don't know why Grievous sent you here if all your going to do is stand around and talk.

DURGE: Hahaha, Indeed.

EXT. – CONCORDIA – REPUBLIC CITY – ROAD TO THE SHIELD GENERATOR – THE ION TANK- DAY

Anakin and about six clone scouts on speeders approach the front of the Ion Canon. The Canon is heavily shielded and is rather large.

CLONE SCOUT: Sir, the Canon is almost is range. Reinforcements are on their way…but they won't make it here in time. We have to stop it.

ANAKIN: Fire on the Canon!

The group begins to fire, but the light laser fire is deflected off the armor.

CLONE SCOUT: It's no use; we don't have enough firepower.

Just then Spider droids begin to fire on the speeder bikes.

ANAKIN: Take care of the Spider Droids, I'll take care of the Canon.

CLONE SCOUT: Try to find a weak spot, Sir.

ANAKIN: I have a plan.

The Clone Scouts veer away from Anakin Skywalker to engage the spider droids that are flanking the Ion Canon Tank.

EXT. – CONCORDIA – REPUBLIC CITY – ROAD TO THE SHIELD GENERATOR – ON AN ARMORED TRANSPORT - DAY

Durge then taps on the button on his arm and a Jet Pack swings out like two wings and Durge is propelled into the air, he pulls out his guns and blasts away at Kenobi who deflects the shots with his light saber. Durge is in mid air, continues to fire at Kenobi, turns and flies behind one of the tower spires that line the road. Battle droids begin to fire on Kenobi. Kenobi leaps from the platform to the ground and deflects and destroys the droids with ease, however Durge lands on the spire and hunches over, revealing an anti-vehicle missile launcher on his back. He then launches the missile toward Obi-Wan. Obi-Wan tries to dodge, but is blown back by the blast against the assault vehicle. His light saber is ripped from his hand, and a spider droid walks up and fires on Obi-Wan. The Jedi quickly rolls to the side, but is still blown back.

Dizzied, Obi Wan calls upon the force, and pushes the spider droid over on its side. Just then Durge flies in to attack Obi-Wan. Obi-Wan leaps into the air and drop kicks Durge and the two fall to the ground. Durges loses grip of his guns. Obi-Wan attempts another kick, but Durge catches Obi-Wan's foot, twists, and the Jedi falls to the ground, but then Obi Wan roundhouse kicks Durge and sends Durge flying backwards and landing on his back. Durge races to his feet and takes from his bandolier one of four disk-like thermal detonators, twists it, and throws it toward Obi Wan like a frisbee. While running toward Durge, Obi Wan catches the detonator with the force and deflects it toward a Spider Droid. The detonator explodes and destroys the droid. Obi Wan then attacks Durge with a right hook. Durge blocks, grabs Obi Wan by the shoulders and headbutts him, knocking the Jedi to the ground.

EXT. ABOVE CONCORDIA – CONFEDERATE BATTLESHIP MALEVOLENCE – SPACE BATTLE

BATTLE DROID: Sir, the Ion Cannon is almost in rage.

GRIEVOUS: Energize plazsma rotors and move into position. Fire on the cloning facilities as soon as that shield is down!

NAVIGATOR DROID: Three Republic War Ships have just dropped out of light speed, bearing 1.63 mark 12

GRIEVOUS: (screaming into the communicator) Destroy that Shield Generator, NOW!

Grievous slams his hand on the console

EXT. – CONCORDIA – REPUBLIC CITY – ROAD TO THE SHIELD GENERATOR - DAY

In the distance, Obi Wan sees his light saber. He gets up, and runs for it. Durge, behind Obi-Wan, ignites his jet pack and flies toward Obi-Wan, extends his gauntlets, and releases a fiberchord whip. Obi Wan reaches for his light saber through the force, but just then, the fiberchord whip wraps around his hands. Durge flies by, and starts to drag Obi Wan across the smooth terrain. Obi Wan, veers toward a column in the road, and grabs on to it. The fiberchord is tightened, and Durge is brought to the ground, hard. Upon Durges landing, his jetpack is destroyed. Obi Wan then reaches through the force, and retrieves his light saber. He runs toward Durge as Durge returns to his feet, Durge then touches a button on his gauntlet. Obi-Wan ignites his light saber as Durge shoots a laser from his right gauntlet. Obi-Wan deflects the laser, and counters with an attack that chops off Durges right hand. Durge then grabs Obi Wan's hand that is holding the light saber, and picks up Obi Wan. Obi Wan is suspended from his hand, and Durge's forearm is seen on the ground with tentacle-like innards moving around. Durge brings Kenobi's face close to his own.

DURGE: I'm Getting Tired of Amusing You, Kenobi

BATTLE DROID: (through Durges communicator) We are now in range, sir

DURGE: Fire, Corporal. Obliterate Them! HaHaHa. And now, Jedi Scum,…Prepare for the afterlife.

Durge then reaches up with his dismembered limb. Tentacles are protruding from the extremity, and lashing around. Then Durge places the limb over Obi Wan's mouth and the tentacles wrap around his head, suffocating him.

EXT. – CONCORDIA – REPUBLIC CITY – ROAD TO THE SHIELD GENERATOR – THE ION TANK - DAY

Skywalker bears down on one of the spider droids on his speeder. The droid fires at Skywalker. Skywalker quickly ignites his light saber and deflects the spider droids blast. The shot then ricochets off of his saber and toward the Ion Tank, blasting a hole in the side of it. Skywalker turns up the throttle on the speeder and aims for the opening. The Ion Cannon begins to charge on the tank. He races to the opening with ramming speed. He gets closer to the Ion Tank, battle droids start to fire at his speeder. Anakin, veers to the right and left to dodge the laser fire. Skywalker looks as if he is going to ram into the Ion Tank. He gets in close, but just before the speeder bike crashes into the Tank, he leaps off, tucks and rolls. The Speeder Bike flies at top speed into the hole in the side of the tank, and explodes on the inside. A large blaze blasts out of the side of the tank, and the moving tank veers off the road and into an embankment. Just then two gun ships fly over and blast away at the tank, immobilizing it.

CLONE SCOUT: (Through the computer) Good Job, Sir! You did it!

ANAKIN: Where is Obi-Wan?

EXT. – CONCORDIA – REPUBLIC CITY – ROAD TO THE SHIELD GENERATOR - DAY

Obi Wan is struggling to get away from Durge.

BATTLE DROID: (through Durges Communicator) Sir, the Ion Tank is immobilized.

Durge is now distracted, and screams into his communicator.

DURGE: What?

A thermal detonator on Durges Bandolier rotates itself to the "on" position seemingly by itself, and a beeping sound is heard. Durge looks down at his bandolier and one of his thermal detonators is activated and beeping. Durge then, in a panic, drops Obi Wan with his good hand, and reaches for the detonator. Obi Wan falls, but lands on his feat, and with a slash he cuts off Durge's tentacle arm off, and force pushes Durge away from him, then hits the ground. Durge is caught off guard by the force push, loses grip on the detonator, lands on the ground, and explodes into oblivion. Gooey residue is spattered all over Obi-Wan, but he appears ok as he stands back up, catching his breath. Just then a Clone Drop Ship lands next to Obi Wan, and Clone Troopers jump out, attacking the left over battle droids in the area. Cody runs up to Obi Wan.

CODY: Are you all right, Sir?

OBI WAN: I'm Fine (he looks around) Seems I've created quite the mess now haven't I?

CODY: Yes Sir.

OBI WAN: Did Anakin destroy the Ion Tank?

Just then Anakin and a few other Clone Scouts speed in on Speeder Bikes.

ANAKIN: Mission Accomplished Master, the Ion Tank has been destroyed and the droid army is surrendering.

OBI WAN: General Grievous is still in orbit, he won't be happy about this.

EXT. ABOVE CONCORDIA – SPACE BATTLE - CONFEDERATE BATTLESHIP MALEVOLENCE

The Malevolence and a few confederate support ships are firing upon five or six star savior battle cruisers. Droid vulture ships dog fight with V-19 Torrent starfighters. The confederates look outmatched.

INT. ABOVE CONCORDIA – CONFEDERATE BATTLESHIP MALEVOLENCE – BRIDGE

The bridge seems to be in more of a panic, the ship is getting pelted and is knocking around in battle.

NAVIGATOR DROID: General, we have lost communication with the surface.

GRIEVOUS: (reaches for a panel of controls, presses a button) Commander Durge, what is your situation? Durge, do you hear me?

COMMUNICATOR DROID: Sir, recon reports the last Ion Tank has been destroyed.

GRIEVOUS: (slams his hand on the controls) What is going on down there? (he walks across the bridge and knocks over a battle droid to get to another work station) The Planetary Shield is still operational. I knew he would botch this mission.

NAVIGATOR DROID: Sir, two more republic assault cruisers are closing in. They are trying to block in the ship.

Grievous steps away and back to the command area

COMMUNICATOR DROID: Incoming communication from Darth Maul requesting an update on the attack.

A Hologram of Darth Maul appears.

MAUL: General we await the Manevolance at the rendezvous point. Have you destroyed the cloning facility?

Grievous pulls a blaster from his belt and fires at the communication panel controls, destroying them. The hologram dissipates

GRIEVOUS: Prepare to jump to light speed.

COMMUNICATOR DROID: Sir, we still have vulture droids out there.

GRIEVOUS: I know that! Program the Navicomputer.

COMMUNICATOR DROID: Shall I recall them sir?

Grievous ignites a light saber and decapitates the communicator droid.

GRIEVOUS: Navigator, Light Speed Now!

NAVIGATOR DROID: Rodger, Rodger.

EXT. ABOVE CONCORDIA – SPACE BATTLE

The Malevolence jumps into light speed, leaving behind the other confederate ships. One confederate support ship is destroyed, and the vulture droids are being shot down.

INT. – CONCORDIA – REPUBLIC CITY – CLONING FACILITY – BRIEFING ROOM - DAY

Some time passes and Obi Wan, Anakin, Rex, Cody, and Plo Koon (a Kel Dor male Jedi Knight) stand around a table with the head of a Tactical droid on it. The head is hooked up to several connections and is relaying information to a computer. Obi Wan, Anakin, and Plo Kloon stand next to each other in their Jedi Robes. Anakin is wearing Padme's scarf around his neck. Rex and Cody are in their Clone Trooper outfits with their helmets off and on the table. Cody is working on the computer. Count Dooku now walks into the room in his cape with military awards across his chest.

COUNT DOOKU: Master Jedi, your heroism today is unparalleled. Without your assistance our clone facilities would have all been destroyed by the confederates.

OBI WAN: The cloning facilities are important to us all Count Dooku, without the support of the Mandalorian clone soldiers, the Grand Army of the Republic would be no match for the Confederate Droid onslaught that seems to keep growing as fast as your clones.

ANAKIN: Cody, have you got anything from the Tactical Droid?

CODY: Just about sir,..stand by.

The eyes of the droid light up, and it starts to make droid sounds.

TACTICAL DROID HEAD: The Republic Army is in the South Tower, Level 46, under command of General Jedi Obi Wan Kenobi and Anakin Skywalker.

Commander Cody is operating the controls

CODY: Just doesn't make sense…

The tactical droid then fries. Smoke lofts from its head.

CODY: Blast, a self-destruct was tripped.

REX: They had our intel.

Rex hits his fist on the table.

ANAKIN: That explains the ambush. How could we have left ourselves so vulnerable to a security breach?

OBI WAN: I don't think we did.

ANAKIN: You think someone infiltrated our defenses?

OBI WAN: Possibly, but doubtful. Whoever had access to the intel did not know our last minute change in tactics.

CODY: So we know it wasn't one of our boys.

DOOKU: It would have to be someone cunning and resourceful enough to gain access to our highest line of security.

OBI WAN: Most likely someone in command or someone relaying information.

CODY: A Spy Sir? But who would want to betray our troops to the confederates?

OBI WAN: Excellent question commander. More importantly, Why?

Plo Koon steps forward

PLO KOON: There is a phantom that is concealing the truth here. The Jedi Council believes that it is the work of the Sith.

ANAKIN: Master Plo Koon, this phantom is putting soldiers lives in danger. (emphatically) This phantom must be hunted down, found, and interrogated.

OBI WAN: It could be the Sith that are training these would be Jedi Assassins. That creature who commanded their ground forces was trained for a Jedi attack.

DOOKU: One thing is for certain; we must strengthen our defenses here on Concordia. The confederates are more mobile now than we expected.

PLO KOON: I have been sent by the Jedi Council to oversee the reinforcement of military protection here on Concordia. Obi Wan, you have been summoned back to Coruscant.

OBI WAN: I see

PLO KOON: Count Dooku, I would like to see what we are defending here, a tour of the cloning facility perhaps?

DOOKU: Indeed Master Jedi, we should all take a tour of inspection.

INT. – CONCORDIA – REPUBLIC CITY – CLONING FACILITY – CLONE DEVELOPMENT PARADE GROUD - MEZZANINE - DAY

Obi Wan, Anakin, Plo Koon, and Count Dooku all walk down a path that overlooks the cloning development area. Thousands of Clones in clone armor are marching in step doing maneuvers. Dooku leads the Jedi.

DOOKU: You will be delighted to hear that even with the attack we are on schedule. Two hundred thousand units are ready, with another million well on the way.

OBI-WAN: That is good news.

DOOKU: Ah, but you must be anxious, Master Plo Koon, to inspect the units for yourself.

PLO KOON: Indeed

INT. – CONCORDIA – REPUBLIC CITY – CLONING FACILITY - CLASSROOM- DAY

The tour continues past a classroom filled with identical young boy clones.

DOOKU: The units at the facility are on an accelerated growth track. Ordinarily a mature clone would take a lifetime to grow. Now, we can do it in half the time. Those items you saw on the parade ground were started when the Republic first placed the order, and they're already mature.

Dooku motions towards the classroom of younger clones.

DOOKU: This group was created about five years ago. We take great pride in our combat education and training programs. But we are looking well beyond the war, afterwards these clones will do far greater good for Mandalore. Along with combat techniques, the clones are taught agriculture, construction, along with many other appropriate subjects for their lives beyond warfare. As you might remember, on Mandalore droids have been banned for centuries. We believe that the clones are the key in ending slavery on our planet.

The group stops walking and Dooku looks toward Anakin.

DOOKU: Anakin was born on Mandalore,…into slavery. It is such a tragedy that slavery has been permitted for so long.

ANAKIN: (looks flustered) It is truly a failure in humanity, however, we have more pressing issues to attend to at present. Shall we continue?

DOOKU: Yes, right this way.

INT. – CONCORDIA – REPUBLIC CITY – CLONING FACILITY – COMMISSARY - DAY

Dooku conducts the Jedi through a large eating area. Dooku follows as they walk by hundreds of clones who look exactly alike, all look about twenty-five years old, dressed in black. They are seated at tables, eating.

DOOKU: You'll find they are totally obedient, taking any order without question. We modified their genetic structure to make them less independent than the original host.

PLO KOON: Who was the original host?

DOOKU: A Mandalorian Guardsmen named Jango Fett. The finest warrior on Mandalore.

PLO KOON: May we meet him?

DOOKU: Certainly, right this way.

INT. – CONCORDIA – REPUBLIC CITY – CLONING FACILITY – BUNKS - DAY

The tour continues through a long corridor filled with narrow, transparent tubes into which clones are climbing. Once in the tube the clone goes to sleep.

INT. – CONCORDIA – REPUBLIC CITY – CLONING FACILITY – MAIN OPERATIONS COMMAND ROOM - DAY

Soon the group makes it to the Main Operations Command Room. The door opens and the room is calm. Troops are moving around and Jengo Fett is standing to one side. He is unshaven and mean looking, his face pitted with scars of old wounds. There are a couple of Mandalorian tattoos on his muscular forearms. He eyes the group

DOOKU: Jango, how are operations today?

JANGO: Even with the attack, were operating at peak efficiency.

Jango Fett sizes the Jedi up.

DOOKU: This is Master Jedi Plo Kloon, and you remember Obi Wan Kenobi and Anakin Skywalker. Plo Kloon has been assigned to overlook and help protect our clone facility.

JANGO: That right?

PLO KLOON: Your clones are very impressive. You must be very proud.

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

OBI WAN: Aren't we all?

JANGO: Do you like your army?

PLO KLOON: They are quite effective.

JANGO: They'll do their jobs well, I'll guarantee that.

ANAKIN: Apparently, not well enough…

OBI WAN: (forceful) Anakin!

ANAKIN: (upset) We lost Master K'Krunk out there due to inefficiencies in security protocol. He was a valued brother of the Jedi order, and worth thousands of clone troopers.

OBI WAN: Anakin, Master K'Krunk is now one with the force, know your place padawan.

ANAKIN: Yes Master

DOOKU: I understand your concern Anakin, that is why we must double our efforts here, and get these clones into service so that they may defend the Republic.

PLO KOON: Thank you Count Dooku and Jango Fett for the tour of your facilities, very impressive.

JANGO: Always a pleasure to meet a Jedi. Together we will end this war.

DOOKU: Agreed, may victory be swift.
OBI WAN: Now if you will excuse us, Anakin and I must return to Coruscant and report to the Jedi Council.

PLO KOON: May the force be with you.

EXT. – CONCORDIA – REPUBLIC CITY – CLONING FACILITY – LAUNCH PAD - DAY

Obi Wan and Anakin walk down a hallway toward the Mandalorian Cloning Facility Launch Pad. A Naboo J-type diplomatic barge is in the backdrop. The Naboo now supply the Jedi with cruisers for Jedi Transport. They stop as Obi Wan looks lost in thought.

OBI WAN: Something is not sitting well with me…strange that the Jedi Council would simply brush off the obvious presence of a saboteur. I feel as if this spy is…in our midst. Closer than….

ANAKIN: You think he is a commanding officer?

OBI WAN: Closer than that even…as if he is one of us.

ANAKIN: A Jedi?

OBI WAN: …Possibly, my thoughts…seem so clouded.

ANAKIN: Impossible, I can't believe a Jedi would turn on his own. (forceful)

They start to walk again. Obi Wan turns to Anakin

OBI WAN: I sense that your thoughts are vexed, Anakin.

ANAKIN: I'm sorry for losing my temper back there,…It's just that…Master K'Krunk was a great Jedi….

The two stop right before boarding a Jedi Cruiser.

OBI WAN: Remember, a Jedi does not cling to sorrow, young Padawan. We accept it. Sorrow is a part of life as well as joy. There are gifts to be found, even in death and worry…. We accept this, we learn, and we go on.

ANAKIN: What did you mean back there, that Master K'Krunk became one with the force? His body, it…disappeared.

OBI WAN: Yes, K'Krunk along with Qui-Gon Jinn are now both one with the living force. It is a Jedi power that has been passed down for generations. In death, they have become more powerful than you can possibly imagine, the greatest mystery of the force.

ANAKIN: Will you teach me this power, Master?

OBI WAN: Even I am not powerful enough to become one with the living force. My training with Qui Gon Jinn was incomplete, but…even though he is gone from us, I feel his presents ever with me.

Obi Wan sighs and puts his hand on Anakin's shoulder

OBI WAN: I wish I had more time to train you properly, Anakin…this war…

Anakin interrupts

ANAKIN: This war consumes us all Master, it is the will of the force that we restore peace in the galaxy.

OBI WAN: I have always felt that my training was cut short due to this war, and I fear that the same thing is happening to you my young padawan. Let us hope that this conflict will soon be a fleeting memory.

ANAKIN: Yes Master.

The two Jedi turn and board the Naboo Cruiser. It then slowly lifts off the ground and takes off of the launch pad.

INT. SPACE – CONFEDERATE BATTLESHIP MALEVOLENCE – COMMUNICATIONS ROOM

General Grievous walks past a few battle droids in a stronghold. A door opens to expose a communication room. A hologram projector is in the center.

COMMUNICATOR DROID: General, you have an urgent transmission from Darth Maul.

GRIEVOUS: Yes, I know…put it through

Just then a hologram of Darth Maul appears

MAUL: Your failure is most unfortunate; I must discuss this with my master.

GRIEVOUS: The assault would have succeeded if you had allowed me to lead the surface attack.

MAUL: No matter, my master will arrange a trap that will give you advantage over the Jedi.

GRIEVOUS: Yes, yes…your Master. Who is this master of yours? I have been doing his bidding for some time now, and to what avail?

MAUL: Do not compound your failure this day by allowing yourself to make enemies of both the Jedi and the Sith, General. Now prepare for my arrival.

GRIEVOUS: Yes My Lord.

The hologram fades. Grievous storms out of the room and yells at the battle droids.

GRIEVOUS: (sarcastic) Well maybe I would be more grateful if your master would show his face to the leader of his confederate droid army.

Grievous looks to the communicator droid

GRIEVOUS: Get back to work!

EXT. – SPACE - ABOVE CORUSCANT

The amber city planet of Coruscant. The Naboo J-type diplomatic barge that Obi Wan and Anakin were on has arrived at its destination.

INT. – SPACE - ABOVE CORUSCANT – NABOO DIPLOMATIC BARGE – BRIDGE - DAWN

The Naboo pilot and the two Jedi sit in the long bridge.

PILOT: Master Jedi, we're making our final approach in to Coruscant.

OBI WAN: Very good, we request to be taken directly to the Jedi Temple.

PILOT: Certainly

EXT. –CORUSCANT – CITY SCAPE – NABOO DIPLOMATIC BARGE - DAWN

The ship skims across the surface of the city landscape. The sun glints off the chrome hull of the sleek Naboo spacecraft. The space craft does a 180 degree rotation as it approaches the lower atmosphere. It then navigates between the buildings of the capital planet, eventually arriving at the Jedi Temple.

EXT. –CORUSCANT – JEDI TEMPLE - LANDING PORT – NABOO DIPLOMATIC BARGE – DAWN

The ship approaches the Landing port at the Jedi Temple, slows down, and lands. Inside the Landing Port are Z-95 Headhunters and clone navel personnel. The door opens and Obi Wan is followed by Anakin. They walk into the Temple.

INT. –CORUSCANT – JEDI TEMPLE – JEDI COUNCIL CHAMBERS

Obi Wan and Anakin stand in the center of the Jedi Council. Yoda sits center as the Grand Master of the Jedi Order. To his left is Mace Windu who wears all black robes. Others seated are Oppo Rancisis, Yarael Poof, Saesee Tiin, Even Piell, and Ki-Adi-Mundi.

OBI WAN: Master K'Krunk has fallen in battle while defending the Clone Facilities on Concordia. He is now one with the living force.

Obi Wan reaches out his hand to reveal K'Krunk's light saber. He hands it to Master Yoda. Yoda takes it and examines it.

YODA: Feel Master K'Krunk through the force, I do. He died a fearless defender with a peaceful heart.

MACE: (to Obi Wan) Congratulations on your victory at Concordia.

OBI WAN: Thank you master, but it may not have been a victory if it were not for Anakin. His last minute change in strategy led to a thwarting of the enemies plans.

ANAKIN: I sensed a tremor in the force.

OPPO RANCISIS: Yes, your padawan's skills are becoming well attuned with the force.

OBI WAN: It is apparent that there is a spy within our midst. The confederate army knew exactly were to find us, and the tactical droid we captured had strategic intelligence.

YODA: (concentrates) Cloaked by the dark side of the force, this agent is.

MUNDI: And what of this new Jedi Assassin that lead the ground attack?

OBI WAN: He was a Gen'Dai bounty hunter. A powerful assailant, who was trained to fight Jedi.

MACE: More evidence that the confederate army is being led by the Sith Lord.

YODA: Elusive the Sith is, capture him, we must.

MACE: And in order to find this Sith, we must first defeat the Confederate Army he hides behind. After Concordia Grievous is on the run. We must press our advantage, track him down and defeat him. Without General Grievous the confederates will loose direction and be easily defeated.

MUNDI: And then the Sith will expose himself.

YODA: In this war, a danger there is of loosing who we are. Attack is not the way of the Jedi…however; we must be aggressive toward the Dark Side of the force. The more time it has to fester, the harder to defeat, it will become.

MACE: I have been assigned by the Jedi Council as protectorate of Chancellor Palpatine. However, in light of this new information, I request that I be allowed to track down this double agent.

YODA: Yes, Master Windu. Find this informant, you must. Obi-Wan, you and your padawan will be placed to guard the chancellor until Windu's return.

MACE: Protecting the Chancellor and the Republic is our main priority Obi Wan. Grievous and the Sith will try at anything to kidnap or even murder the leader of the Republic.

OBI WAN: Yes Master.

MUNDI: In the meantime, I will attempt to find where Grievous's stronghold is, and try to ascertain his plan of attack.

MACE: May the force be with you.

YODA: May the force be with us all.

INT. –CORUSCANT – JEDI TEMPLE – ELEVATOR – DAY

Obi Wan and Anakin walk out of the Jedi Council Chambers and into a windowed elevator attached to the outside of the building. The door closes and Obi Wan presses a button on the panel. The door shuts and the elevator takes off, the cityscape is now behind the two Jedi.

ANAKIN: So we've been assigned to watch over the Chancellor. (Sarcastic) This is great.

OBI WAN: I for one am looking forward to some time away from the battlefield.

ANAKIN: But master, that is where we should be now. Why did they call us back to Coruscant? It doesn't make sense. We were closest to Grievous, we should be the ones to track him down….

OBI WAN: Be mindful of the Jedi Council's decision Anakin. There is more at work here than just military tactics. Plus, we have been assigned one of the most honorable posts as protectorate of the Chancellor. And maybe if we are lucky, we will have some peace and quiet until Windu returns. Now let's get to our post.

The elevator door opens and the two step off into a launch bay

ANAKIN: (Sarcastic) sounds exciting.

The two exit the Temple and get into a Jedi air speeder (DC0052[b] intergalactic two seated speeder) and fly toward the executive quarters building.

EXT. –CORUSCANT – EXECUTIVE QUARTERS BUILDING – DAY

The speeder approaches the executive quarters building. The giant towers of the building seem to reach the heavens. Traffic clogs the sky.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – SUPREME CHANCELLOR'S OFFICE – DAY.

Chancellor Palpatine sits behind his desk with two red-clad royal guards on either side of the door. Orn Free Taa, Twi-lek senator, sits across from Palpatine and the two are in discussion.

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

ORN FREE TAA: And if they do break away?

Just then the door to the office opened and Obi Wan and Anakin enter the room.

PALPATINE: I will not let this Republic that has stood for a thousand years be split in two.

OBI WAN: (interrupts) If they do, you must realize there aren't enough Jedi to protect the Republic. We are keepers of peace, not soldiers.

Palpatine turns to the Jedi

PALPATINE: Obi Wan,..Anakin, how great it is to see you.

Palpatine turns to Orn Free Taa

PALPATINE: Orn Free Taa, I will meet you before the general assembly later today. Let us hope that the Muun will come to their senses.

ORN FREE TAA: Agreed

Orn Free Taa gets up and stars to leave the room

OBI WAN: (nods) Senator.

The Jedi now stand before the Chancellor.

PALPATINE: Now don't tell me that the great Obi Wan Kenobi and Anakin Skywalker, war heroes, have been assigned to me as my personal Jedi protectorate. Surely I do not warrant two Jedi Masters to watch over me.

OBI WAN: Anakin is still my padawan Chancellor, and still has much to learn.

PALPATINE: Hardly, he is a champion of the Jedi Order, certainly his victories tell quite a tale. I heard you completed the Jedi Trial of Skill? Congratulations, that certainly must have been challenging.

ANAKIN: Thank you chancellor.

Obi Wan turns to Anakin

OBI WAN: He has done well, however, the true test of a great Jedi comes from his commitment to the living force, not on the battlefield.

ANAKIN: Yes Master

OBI WAN: Two more trials await him, The Trial of the Spirit, and the Trial of the Flesh.

ANAKIN: I am ready master.

OBI WAN: I will decide when you are ready young one.

PALPATINE: Well I am sure you will pass them with your usual flare and zeal, and what has happened to Master Windu? I truly have enjoyed his company this last cycle, even though I believe I am quite safe in the confine of the Senate Edifice.

ANAKIN: As Supreme Chancellor you are an attractive target for the confederates. If you were captured by the enemy, it could mean the dissolve of the Senate and an end to the Republic.

OBI WAN: Indeed Chancellor, even as we speak, Mace Windu is on a special mission to investigate the possibility of a spy within the midst of the clone army command.

PALPATINE: A clone spy? But it was my understanding that the clones were genetically designed to be loyal?

OBI WAN: It is a mystery from where our intelligence is being leaked, but more importantly it demonstrates how cunning the confederates are. If they were able to infiltrate clone command, they could certainly infiltrate the Senate Edifice.

PALPATINE: Yes, well the Senate Guards are the best-trained soldiers in the Republic; I trust they could handle any opposition.

ANAKIN: Let me remind you Chancellor, that the confederates are believed to be under the control of the Sith.

OBI WAN: An army of Senate Guards would be insignificant next to the power of the force. You must be guarded by the Jedi.

PALPATINE: Well I couldn't have chosen better company. Anakin, I still remember you as that young boy from Mandalore. My, haven't you certainly done well for yourself. The Jedi order should be proud.

Anakin Smiles

OBI WAN: With all due respect, Chancellor, pride is not the way of the Jedi.

PALPATINE: Certainly it is not.

Just then Palpatine is paged by his secretary. A voice is heard.

SECRETARY: Senator Amidala is here to see you Chancellor, shall I send her in.

Palpatine presses a communication button on his desk

PALPATINE: Yes, please do.

Papatine releases the button. Anakin looks excited but nervous.

ANAKIN: Senator Amidala is here?

PALPATINE: Yes, I have a meeting with her dealing with the increase of clone troopers within the Army of the Republic.

Anakin look nervous and Obi Wan looks toward him. The door opens and Senator Padme Amidala enters with C-3PO following her. She speaks before noticing the Jedi.

PADME: Ethril (Palpatine's first name), thank you for meeting me at such a late notice.

PALPADINE: Certainly, my dear.

Padme walks in and then sees Anakin and Obi Wan. Anakin still looks nervous, and his still wears Padme's scarf around his neck

PADME: Anakin

ANAKIN: Padme

The two look at each other, and there is a pause until she notices, Obi Wan.

PADME: Master Obi Wan. So good to see you both

ANAKIN: Always a pleasure to see you Senator (staring)

OBI WAN: It has been too long Padme, how have you been?

PADME: I wish I was better, I'm sure you have heard, but the Senate is about to introduce a bill proposing an escalation of clone trooper production.

PALPATINE: Yes, and I am afraid that the bill has many supporters.

OBI WAN: But we have only had a few devastating losses. The Jedi have pushed the Confederates to full retreat in almost every sector.

ANAKIN: And the campaigns that were lost were due to the lack of Jedi on the battlefront.

OBI WAN: It would seem that the Republic needs a more diplomatic solution to end of the war.

PADME: I believe that the Jedi and the Naboo agree, we must work towards peace. An enlargement of the Republic Army will only prolong the fighting. What I would like to ask for Ethril, is to put a motion on the floor to delay the presentation of this bill so I can rally more support against it.

PALPATINE: As you all know I have been open to negotiations with the Confederates since the beginning of the war. I long for a peaceful solution. Unfortunately, many of the delegates represent a scared and fragile republic. That is why the bill is being proposed, and I do not know if I will be able to delay it, but I will certainly try. Our best defense is to make sure the bill is not passed.

PADME: Yes, Alderaan, Chandrila, and Ryloth have assured me that they will oppose the bill. We are all attempting to garner further support, we just need more time.

PALPATINE: And I pray that you do find more support Padme, I will see what I can do to delay the bill.

PADME: Thank you for your support Ethril.

OBI WAN: Chancellor, Anakin and I will be at your guard for the next few days. (he turns to Anakin) I propose that we work in shifts. I will guard the chancellor during the day, and you Anakin will watch over him at night.

ANAKIN: Yes Master.

(brief pause)

PADME: Anakin, would you like to accompany me to my next appointment?

ANAKIN: I would be honored. (turns to Obi Wan)

OBI WAN: Anakin, escort Padme and join the Chancellor and I back here after the Senate hearing. Keep your com on in case I run into any trouble.

(Anakin nods)

PADME: If you will excuse me, I have a meeting with some delegates before the Senate hearing this afternoon.

PALPATINE: Be safe my Dear, let us hope for a quick end to this bloodshed.

OBI WAN: May the force be with you

Obi Wan stands behind the Chancellors desk with Palpatine in his seat. Padme Amidala, C-3PO and Anakin exit the room.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – HALLWAY – DAY.

The door closes behind them and they begin to walk down the hall. Anakin is wearing his Brown Jedi robes and still wears Padme's scarf around his neck.

ANAKIN: It pleases me to see you again Padme.

PADME: It pleases me as well Annie, tell me, do you wear my scarf around your neck even when you're in battle?

ANAKIN: I find that it brings me luck.

PADME: (smiles) I thought Jedi didn't believe in luck?

ANAKIN: You sound like Obi Wan.

PADME: Well we may need that luck if we are going to defeat this bill. 3PO, what is the current likelihood that the Clone Escalation Bill will pass?

C-3PO: Given a 10 percent rate of error, there is an 83.5 percent chance the bill will pass, Senator.

PADME: We need to gain more support….How is your mother?

ANAKIN : I haven't seen her in some time, she is still on Alderaan, enjoying herself there still I presume. She couldn't stand it here on Coruscant. Too busy and crowded for her taste. Plus since we could not be together for my training, she is at least in more comfortable surroundings. It is a beautiful planet, but defenseless. I only wish they would allow a garrison of troops there. If anything the refugee relief movement needs protection.

PADME: Alderaan is a neutral planet, they won't allow their world to be protected by the Army of the Republic. It is because they believe in peace Annie, as do I.

ANAKIN: Peace is the way of the Jedi, but even a Jedi knows that they must protect themselves. Alderaan is highly vulnerable. If the Confederates wanted to take it, all they would have to do is send a landing party.

PADME: The Alderaanian Guard has protected Alderaan for thousands of years.

ANAKIN: The Alderaanian Guard would be no match for the Confederate Army.

The three approach the door to her office and it opens. Padme looks to Anakin and the two stare at each other for a moment, then Padme composes herself.

PADME: Here we are…

The three enter the room

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – AMIDALA'S OFFICE – DAY.

Senators Mon Mothma, Bail Organa, and Met Siffra sit across each other on two couches apparently waiting on Amidala. The room is very formal with Naboo artifacts.

PADME: Fellow Senators, you remember Anakin Skywalker, he will be joining us for this meeting.

The Senators stand.

MOTHMA: Always an honor to be in the presence of a Jedi.

ANAKIN: Good Day Senators

Padme sits, and Anakin moves beyond the couch area and stands. C3PO stands at the end of the sitting area. Mon Mothma opens the conversation towards Padme.

MOTHMA: First, let me extend my warmest regards to your sister on her upcoming marriage.

PADME: Thank you Mon, she is very happy, as she always has been.

MOTHMA: I hear the wedding will be taking place on Tatooine, what an interesting destination for the ceremony.

PADME: Yes, it is quite desolate, but her and Owen have really fallen in love with the planet. They plan on sharing their life together there. [47]

ORGANA: What do they plan to do for a living?

PADME: Farming. I believe they appreciate the planet for its isolation, especially during this time of war.

ORGANA: Speaking of the war, we have some unfortunate news Padme.

MOTHMA: Senator Orn Free Taa has decided to vote for the new bill.

ORGANA: He is worried about public opinion.

PADME: We need more votes

ORGANA: We will get votes when your speech you convinces people to stand up for what they know is right.

PADME: I hope your right Bail, you've been doing an amazing job rallying votes to our side. How is the Alderaan Refugee Relief Movement going?

ORGANA: We have settled thousands of displaced exiles from Ando and other Confederate controlled zones, and hundreds more are coming in daily.

MET: Since Alderaan has rejected occupation by the Republic Army, do you believe the exiles are safe from a confederate attack?

ORGANA: Alderaan commits itself to neutrality, and an end to the war. Plus, we don't believe there are enough exiles on Alderaan to pose a threat to the Confederates. We must propose a new bill for a reduction in military spending and end the scare tactics that are causing more and more systems to abandon the Republic. Alderaan and my father are dedicated to a peaceful solution.

MET: Amidala, were you able to delay the bill presentation today?

PADME: I am afraid not. There are too many systems who are being persecuted by the Confederates.

MOTHMA: We must push for a diplomatic solution.

C-3PO: Pardon my intrusion Senator, but the general assembly is ready for your speech now.

The senators stand, Amidala looks toward Anakin. The senators begin to walk to the exit. Amidala stays where she is.

MOTHMA: We will see you in the Chamber, good luck Padme.

PADME: Thanks you, your confidence gives me strength. See you inside senators.

The senators leave the room. Padme turns to Anakin.

PADME: Well, this is it. I could use some of that luck you were talking about earlier.

Anakin takes off the scarf from around his neck.

ANAKIN: Here, take it. I believe it saved my neck a time or two.

PADME: No, I'll be fine.

Padme reaches for her necklace that is hidden behind her robes. She pulls out the japor snippit that Anakin gave her. Anakin looks surprised.

PADME: I make my own luck.

Padme smiles but looks nervous. The two stare at each other.

C-3PO: (untimely) Senator, pardon me, but the Assembly is waiting for your address.

Padme and Anakin break their stare.

PADME: Will I see you again? Before you are sent to the battlefront again?

ANAKIN: You will. Good luck Padme.

The senator turns and walks to the door. She turns and looks toward Anakin, then steps out with C-3PO.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – HALL WAY – DAY.

Padme and C-3PO walk down the hall toward the senate chambers along with an armed senate guard. They turn to a door that opens to the senate chamber and the Naboo Senate seat.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – SENATE CHAMBER – DAY.

The vast rotunda is buzzing with chatter. Mas Amedda, the Supreme Chancellor's majordomo, tries to quiet things down and stands next to Palpatine who sits in the Supreme Chancellor's throne in the center of the chamber. Senate Guards and Obi Wan Kenobi are at the base of the throne.

MAS AMEDDA: Order! We shall have order!

PALPATINE: Thank you senators, today we are introduced to a new bill presented by Halle Burtoni of Kamino. Senator Burtoni, you have the floor.

The senator floats on her senate floater to the center of the chamber.

BURTONI: The bill that is being proposed by Kamino and other members of the Galactic Alliance Party would escalate the rate of troop production in the Army of the Republic. We must face the facts fellow Senators, heavy losses have been adding up and the clones are being outnumbered by the Confederate battle droids. The war is on many fronts, and the clone troops need our support. If it would please the Senate, I would like to hear testimony from Count Dooku, Governor of the Mandalorian Clone Facilities on Concordia.

There is a stirring in the Senate. Senator's mumble to each other. Palpatine discusses with the majordomo, then speaks to the Senate.

PALPATINE: I believe a testimony from Count Dooku would be in order.

In the center of the Senate a Hologram of Count Dooku appears.

BURTONI: Senators, I present Count Dooku.

There is a slight applause and then a calming of the Senate.

BURTONI: Count Dooku could you please give your professional opinion on the state of the Republic Army's Cloning Facility on Concordia.

DOOKU: As we discussed the Clone Facility at Mandalore is producing clones at maximum capacity, and the Republic should have its next batch in 15 cycles, ready for combat.

BURTONI: And what of the attack on Concordia by the Confederates.

DOOKU: We took heavy losses on Concordia, however the cloning facilities were saved and we are on schedule. However, it is my fear, Senator, that if Concordia were to fall into Confederate hands, it would be a devastating blow to the Republic Army.

BURTONI: And your calculations on the rate of droid manufacturing for the Confederate army that we discussed?

DOOKU: The Repblic Army was able to destroy one of the major droid factories on Geonosis, however, intelligence indicates that there must be at least three more droid factories hidden in the mid rim. Quite frankly, we are outnumbered.

BURTONI: Thank you Count for your statements

DOOKU: It is my honor.

The hologram dissipates. Burtoni continues to address the Senate

BURTONI: As you can plainly see. We need another cloning facility, and Kamino, with the Senate's approval and assistance, is willing to put ten million credits towards a new, heavily fortified cloning facility on our planet. Senators, at the rate we are advancing now, this war will not end soon. In fact, it might not end in our favor. We need more troops in the field, and we have the power to do it. Please vote for this bill.

Applause erupts from the senate. (the Camera moves around to a few senators applauding including Corelians, Ithorians, and Quarren) Bail Organa and Mon Mothma do not applaud.

PALPATINE: Thank you Senator Burtoni. Let me please say that this bill is not running unopposed. Senator Amidala of Naboo now has the floor.

Padme's floater now moves to the center.

PADME: Good people of the Senate, I implore you to vote against this bill. I have experienced the misery of war first hand; and I don't wish to see it again, but the creation of new soldiers will not end this conflict. If you vote to enlarge our army, war will only follow. If we offer the Confederates violence, they can only show us violence in return. The financial cost alone will bankrupt and cripple the Republic. The clones are outnumbered, but with the help of the Jedi, the peace keepers of the galaxy, I believe we can obtain true and lasting peace. By adding more clones to the conflict we are only escalating destruction, not winning the war, which is why we must vote against this new bill, to promote more diplomacy, and to bring an end to the killing, hatred, and intolerance.

A few applaud (again the camera pans to throughout the senate. Those applauding include Sullustan, Mon Calamarian, Alderaan, and Chandrilian), but there is an undercurrent of booing and groaning.

PALPATINE: Thank you Senator Amidala. It is the wish of this council to open this bill up for further debate. The bill will be voted on in twelve cycles.

A few of the senators start to chant "vote now"

MAS AMEDDA: Order! Order!

PALPATINE: (lowers his head) Due to the lateness of the hour and the seriousness of this motion, we will take up these matters tomorrow, the Senate stands adjourned.

There is applaud, and a close up of Bail Organa applauding, then a shot of Obi Wan looking stoic and a shot of Amidala who bows in applause.

EXT. SPACE –– SCIMITAR

Darth Maul's personal Sith Infiltrator (The Scimitar) flies through empty space until the Hugh Confederate Battleship Malevolence comes into view.

INT. SPACE – SCIMITAR

Darth Maul sits at the controls of the Scimitar as a nav droid pops up on the view screen.

MAUL: Arrange for my landing.

NAV DROID: Rodger, Rodger

EXT. SPACE –– SCIMITAR

The ship flies closer to the ship's docking bay and the doors open.

INT. SPACE - CONFEDERATE BATTLESHIP MALEVOLENCE – DOCKING BAY

The Scimitar comes to a landing and battle droids stand in lines forming a path leading away from the ship. General Grievous stands in his cape as a ramp lowers from the vehicle and Darth Maul appears.

GRIEVOUS: Welcome to my humble vessel, Darth Maul. I hope your trip was….comfortable.

The two begin to walk down the droid path

MAUL: Your sarcasm is wearing thin General, my master has sent me here to overlook the next faze of his plan. He will not tolerate any more failure.

GRIEVOUS: And what are his wishes?

MAUL: Assemble the fleet. I will accompany a garrison bound for Muunilist. The Muun have defected from the Republic and need our protection.

GRIEVOUS: And we are in need of their…resources Ha Ha Ha

MAUL: My master has already acquired their resources. Your failure on Concordia was quite costly, but with the Banking Clan financing the Confederacy, your disappointment has been but a minor setback.

GRIEVOUS: With the support of the Banking Clan, we will have our new battle droids sooner than we expected, and we will crush the Republic Army.

The two enter a command room

INT. SPACE - CONFEDERATE BATTLESHIP MALEVOLENCE – COMMAND ROOM

MAUL: Don't be so sure General, it will take more than a mechanic army to win this war…I believe it is time we employ our newly trained assassin.

Maul hits a few buttons at a console and a hologram appears before Maul and Grievous of Aurra Sing.

MAUL: Have you received your operatives?

SING: I have four assassin droids in place.

MAUL: Do the Jedi suspect an attack?

SING: No, the Chancellor is being guarded by two Jedi, and are not alerted to our presence.

MAUL: At your next available opportunity…capture the Supreme Chancellor, and bring him to me.

SING: I do expect to be paid in advance.

MAUL: You will have your credits hunter, do not fail me.

SING: I won't, I am the best.

The Hologram fades and Grievous turns to Maul.

INT. – CORUSCANT – JEDI TEMPLE - SKYWALKER'S APARTMENT – DUSK.

The congested cityscape can be seen out of her window. The apartment is simple and tidy with little material possessions. It is in the Jedi Temple, the room is dark.

Anakin enters the room. He walks to the center of the room where a circular hologram projector exists. He taps the controls,

COMPUTER : Repeated message eight point one from Alderaan.

A hologram message from his mother appears with a red hue.

SHMI PROJECTION: Annie, I received your last transmission…asking about your father. I am sorry I have held this from you for so long, but his memory haunts me and my emotions are not strong. We lived in secret for so long, I am afraid I have upheld my secrecy for too long. I followed my heart Ani, as I have always encouraged you to do. Your father's name was Cliegg Vader, he was a kind man, and…a great Jedi. I fell in love with him and he…he left the order to be with me. He suffered because of this, but when he heard the news that you were to be born, he knew he had made the right decision…I just wish (shaky)..I wish he lived to see you Ani, He would be so proud….Anakin, after your father left the Jedi Order, he became a ronin… and we were alone, but happy. One day, however, he disappeared. That is when we were captured and sold as slaves. Since we have been liberated, I have continued to search for him, with my resources here on Alderaan. Anakin, I believe your father was murdered. (weeps) I have no proof, but the last time we had seen each other, he told of a last mission as a favor for an old friend. He was betrayed Ani….(collects herself) my dear son, I miss you dearly, but I am so very proud of what you have become. Master Qui-Gon was right about you, you were chosen. I know it is difficult, not being able to be with the people you love, but be brave, and follow you heart. If I didn't follow mine, you would have not been born. You know I pray every day that you will bring an end to this war…That your days as a soldier will be over, and you may bring peace to the galaxy. Anakin, you must bring peace, no matter what the cost. It is the will of the force. Now forget me, and bring order to the galaxy…I love you.

The hologram dissipated and Anakin stands solemnly over the hologram projector.

EXT. – CORUSCANT – SKYSCRAPER OVERLOOKING THE SENATE BUILDINGS – NIGHT.

Aura Sing stands with two assassin droids wearing cloaks (IG-88 models). Aura Sing wears black and her eyes have black paint smeared across them. Aura has an antennae coming out of her head, and her fingers are longer and multi-jointed. Another assassin droid walks up to her.

IG-88A: (translated) We will have the shield gate activated soon m'lady.

SING: Good, we will only be able to break through the chancellor's window with a close range attack. Inform me when the shield gate is activated; I will penetrate the window and attack. Snipers,

She turns to one of the droids to her side

SING: Take aim on the Jedi, give me time to capture the chancellor. After I have him, meet me at rendezvous point epsilon two, got it?

IG-88B: (translate) Yes, m'lady. Leave the Jedi to us.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – HALLWAY – DUSK.

The senate appears to be over and delegates begin to leave the their pods to retreat to their quarters, a long circular hallway runs around the senate chamber and the delegates walk, most with protocol droids. Padme walks down the hall and a Senator Vrox approaches her.

VROX: That was quite a moment my dear

PADME: Thank you

VROX: No, it wasn't a compliment, you shouldn't make speeches like that, it's unpatriotic.

PADME: The only thing I find unpatriotic is your war mongering

Mon Mothma then approaches the two senators.

MOTHMA: Excuse me Senator Vrox, may I have a word with Senator Amidala?

VROX: Certainly, I was just leaving (scowl)

Vrox walk off as Padme stares him down.

MOTHMA: We have much work ahead of us if we are going to bring peace, however, barring certain military supporters, I believe your speech was well received.

PADME: (Sign) we will see…I am going to visit the chancellor. Thank you for your support Mon, I hold your friendship dear to me.

Mothma smiles, and the two walk their different paths and Padme walks into the Supreme Chancellors Office after passing a few Senator Guards.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – SUPREME CHANCELLOR'S OFFICE – DUSK

Padme and C-3P0 walk into the Chancellor's office. He is meeting with Ithorian senator Tendau Bendon who sits at the Chancellor's desk. A red Protocol droid TC-3 translates. Obi Wan stands behind the Chancellor.

PALPATINE : Yes, I fully support Senator Amidala's proposal. I believe we can rally enough support, but it will take time.

TC-3 : (Translates the statement in Ithorian)

Palpatine then notices Padme entering the room

PALPATINE : Padme, what an excellent job today, you were truly inspiring.

PADME : Thank you chancellor, I hope we were able to at least delay the vote.

PALPATINE : Your message was well received, and we will leave it to democracy now. Senator Bendon has committed to our cause.

PADME : Thank you senator

BENDON : (Mutters something in Itholian)

C-3P0 : The senator wishes for peace, for it is in the best interest of the republic.

Just then, Anakin walks into the Chancellor's chambers.

ANAKIN : How did your speech go Padme.

PADMA : It was well received, but the odds still way against us.

OBI WAN : Welcome back Anakin

PALPATINE : A changing of the guard, master jedi?

OBI WAN : Yes Chancellor, Anakin will be your protectorate for the evening.

PADME : Then we shall see you in the morning Anakin?

ANAKIN : Certainly my lady, as long as my Jedi duties to not interfere. (he looks to Obi Wan)

OBI WAN : (looks to Padme) I think we will be quite busy tomorrow, I'm sorry Senator.

PADME : It's alright, goodnight gentlemen, I will retire.

OBI WAN : Anakin, contact me if you run into any trouble, I'll see you in the morning.

ANAKIN : Yes master

PAPATINE : Let us all hope for a diplomatic solution soon, good night.

Padme, C-3P0, Bendon, and Obi Wan leave the room

EXT. – CORUSCANT – BUILDING ROOF OVERLOOKING EXECUTIVE QUARTERS BUILIDNG – SUPREME CHANCELLOR'S OFFICE – NIGHT

From outside the window on a far off building a sniper droid watches the chancellor's chambers through his binocular vision sensors. He sees Padme, C-3P0, Bendon, and Obi Wan leave the chancellors room and the door closes. He relays information

IG-88B : (droid sounds then rotates a section of his head) The chancellor is now alone with the Jedi. The proximity shield will be down in 5.3 rotations, standby.

EXT. – CORUSCANT – BUILDING ROOF OVERLOOKING EXECUTIVE QUARTERS BUILIDNG – LEDGE – NIGHT

In the distance, Aura Sing can be seen next to a speeder in all black. Her antennae telescopes from her skull. She has weapons attached to her, and specialized rocket boots.

SING : Exellent, prepare for attack

IG-88B : (droid noises)

Aura Sing then pulls a black mask over her face a starts to scale the building with her long fingers. Her outfit then camouflages itself, warping colors as she quickly ascends.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – SUPREME CHANCELLOR'S OFFICE – NIGHT

In the Chancellor's office Anakin and TC-3 stand as Palpatine is sitting, the Coruscant skyline is in the back drop. Palpatine begins to stand.

PALPATINE : (to TC-3) Leave us, you are no longer needed

The droid walks away, Palpatine walks to Anakin.

PALPATINE : I have been watching your career quite closely Anakin, and I have been very impressed. Your victories over the Confederates have not been overlooked, I assure you.

ANAKIN : Thank you chancellor, I live to serve and protect the Republic.

PALPATINE : You are a loyal Jedi, and with you we will build a stronger Republic

INT. – CORUSCANT –QUARTERS BUILIDNG – HALLWAY – NIGHT

Obi Wan is in a crossway with Padme as they walk together

OBI WAN : Padme, there is something I need to talk to you about

PADME : Yes?

OBI WAN : I am concerned about your relationship with Anakin.

Padme remains silent and the two stop walking and face each other

OBI WAN : I know that you have feelings for Anakin, and he has feelings for you. I have felt this through the force.

PADME : As much as I would like to deny your accusations Obi Wan, the truth is that I do care for him.

OBI WAN : And there is no wrong in caring for those that are close to you, however, Anakin is a Padawan, and one day soon he will take the vow of the Jedi. As you know a Jedi is not permitted to marry.

EXT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – HALLWAY – WINDOW - NIGHT

Outside the window, Aura Sing sneaks past where Obi Wan and Padme are speaking. She then slips into a shadow (camera follows her around a few corners). She then gets into position under the window leading into the Chancellor's Office. An antenna then extends from her head and makes a droid like noise.

EXT. – CORUSCANT – BUILDING ROOF OVERLOOKING EXECUTIVE QUARTERS BUILIDNG – LEDGE – NIGHT

IG-88B is standing on the ledge and then raises his sniper blaster into position.

IG-88B : Stand by

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – SUPREME CHANCELLOR'S OFFICE – NIGHT

Anakin and Palpatine stand next to each other conversing

PALPATINE : You see, Anakin, It saddens me to see the Republic in such a vulnerable state.

ANAKIN : With the clone army under the leadership of the Jedi, the war will come to an end soon, chancellor, we have everything under control.

PALPATINE : It's not that I lack faith in the Jedi, I certainly feel well protected, but sometimes I feel like the tactics of the Jedi are ineffective, the Jedi code pervades them from going far enough to achieve victory, to do whatever it takes to win. The very reason why peace keepers should not be leading a war.

Anakin looks at Palpatine

PALPATINE : Have I offended you.

ANAKIN : No, I've also found that we sometimes fall short of victory because of our methods, however, we would be as lifeless as the droid army if we lost our ideals.

PALAPTINE : And in lies our problem Anakain, do we hold true to our ideals while thousands of innocents suffer? I fear that the longer these separatists have to rankle, the harder it will be to put an end to this bloodshed. I simply want to put an end to the war, and bring peace and safety to the galaxy once again.

ANAKIN : I assure you chancellor, the Jedi are working tirelessly to fine a solution to the...

EXT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG - SUPREME CHANCELLOR'S OFFICE – WINDOW - NIGHT

You can hear Anakin finish his sentence from outside of the window where Aura awaits, poised.

ANAKIN:…Conflict.

EXT. – CORUSCANT – BUILDING ROOF OVERLOOKING EXECUTIVE QUARTERS BUILIDNG – LEDGE – NIGHT

The assassin droids bring their sniper blasters up to their optical sensors and their heads swirl into alignment. (Camera comes in close)

IG-88B : (droid noises into a sudden stop)

EXT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – SUPREME CHANCELLOR'S OFFICE – WINDOW – NIGHT

The sound of the droid is heard, and Aura suddenly jumps, and flips up, unholstering a laserwhip weapon. She strikes it against the glass, and the large window shatters into a million pieces. Rocket boots ignite and she starts firing from a gauntlet on her wrist at Anakin as she flies into the room.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – SUPREME CHANCELLOR'S OFFICE – NIGHT

Aura sing lands and strikes the laser whip at Anakin. Anakin ignites his light saber and blocks the whip. Suddenly the droids start to fire at Anakin through the window. Anakin deflects laser fire.

EXT. – CORUSCANT – BUILDING ROOF OVERLOOKING EXECUTIVE QUARTERS BUILIDNG – LEDGE – NIGHT

The sniper assassin droids fire away at the window.

INT. – CORUSCANT –QUARTERS BUILIDNG – HALLWAY – NIGHT

Padme and Obi Wan stand still in conversation. They hear laser fire.

OBI-Wan : What is that?

Obi-Wan takes off running, leaving Padme behind

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – SUPREME CHANCELLOR'S OFFICE – NIGHT

Anakin continues to deflect laser fire, and picks off one of them with a deflected blast (the camera follows a deflection back to the droid which is a very good distance away). But he is having difficulty deflecting laser fire back to the droids because of the distance. Sing runs over to the chancellor and pushes him out of his seat. She then kicks up his desk between her and Anakin. She pulls out laser restraining straps and puts them around the Chancellor. The chancellor starts to struggle.

AURA : Be Still!

Anakin continues to deflect the laser fire, and Aura finally secures the Chancellor. She then stands up and holds him in front of her like a shield.

ANAKIN : Let Him Go!

Aura Sing's antennae then shoots up and makes a droid like sound. Her Rocket Boots ignite and she and the chancellor begin to lift off the ground. [48]

AURA SING : Sorry, No Dice.

Just then Obi-Wan enters the room along with Republic Guards firing at the droids. Obi Wan sees what's happening and uses the force to grab onto Aura and the Chancellor and push them against the wall of the room. The chancellor then falls to the ground.

ANAKIN : She has a nero jammer installed!

OBI WAN : Protect the Chancellor!

Obi Wan starts to deflect laser fire with Anakin. Sing gets to her feet and Laserwhips at Obi Wan. This time the laserwhip wraps around the lights saber and she rips it from his hand, the saber turns off and falls to the ground. He is then hit by a laser blast in the arm and falls and is hurt. The republic guards start to pick off the snipers and more troops enter the room. Aura looks around and see she is out numbered and then runs toward the window and leaps out of it. Just in the nick of time her speeder on automatic pilot swings in and she jumps into the cockpit.

OBI WAN : Anakin, go after her!

EXT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – WINDOW – NIGHT

Anakin turns off his light saber, then runs and jumps out the window onto the back of the speeder. The speeder then takes off. Guards enter the room and destroy the rest of the assassin droids. Anakin grabs on to the speeder with two hands as it breaks away at an increadible speed.

EXT. – CORUSCANT – CITYSCAPE – AIR TRAFFIC – AURA'S SPEEDER - NIGHT

The speeder ducks and dodges through the air traffic. Anakin hangs on to the speeder with both of his hands. Aura looks back through the rear view monitor and begins to shake the speeder from side to side to shake Anakin off and knocks into a neighboring speeder driven by a Kubas. The Kubas shakes his hand at Aura's Speeder. Anakin flails around on the back of the speeder, but keeps his grip. Then Aura dives the speeder, speeding past several lanes of air traffic. Anakin looses grip of one of his hands, but quickly returns his grip. Aura pulls up at the last minute before running into a sign, turns to look and Anakin is still hanging on. She pulls a hard right around a building and then dips barely missing a commuter train and into the tram tunnel. She dodges another tram and tries to brush Anakin off on an oncoming train. At the last second, Anakin releases his grip and drops back even further down toward the rear of the speeder where he grabs on to the furthest rear of the vehicle. Aura looks back and doesn't see him and the speeder exits the tunnel and levels out. After a few seconds of smooth riding, Anakin reaches for his light saber, with one of his hands, ignites it, and slices through one of the engines in the rear. The speeder jolts, and smoke billows from the back of the vehicle. Aura turns around to look. The speeder then begins to loose altitude. The speeder is back in traffic now and Anakin looks underneath the speeder. He eyes on-coming traffic and then releases his grip from the speeder and free falls into an oncoming speeder under them. This yellow speeder is a convertible with a very sexy Twi'lek. He falls into the passenger seat, the Tw'lek is surprised and gasps, he turns off his light saber.

ANAKIN: Excuse me miss, official Jedi business

EXT. – CORUSCANT – CITYSCAPE – TALL BUILDING OUTCROPPING – COMMANDEERED SPEEDER - NIGHT

The yellow speeder then lands at an outcropping on a nearby building and he commandeers the speeder. The Twi'lek gets out and is very put off, Anakin shift over to the driver seat and a the billow of smoke from Aura's craft can be seen in the back drop. Anakin takes off in that direction.

EXT. – CORUSCANT – CITYSCAPE – AIR TRAFFIC – AURA'S SPEEDER - NIGHT

Exotic lights and warning sounds are going off in the cockpit of Aura's speeder. As the speeder descends she hits a few buttons on the control panel and then pulls a lever. Suddenly the cockpit ejects and rockets go off underneath the cockpit. Long legs drop from under the bubble like cockpit and the new droid-like vehicle lands in the middle of the street.

EXT. – CORUSCANT – CITYSCAPE - SREET TRAFFIC - NIGHT

Pedestrians are everywhere and low lying speeders. Late night businesses are illuminated by alien light sources. The street is very dingy, riddled with graffiti and garbage. Aura's pod then begins to run down the street with its chicken like legs. Aura looks around for Anakin from inside the cockpit, and then catches a view of an incoming yellow speeder and eyes Anakin. Anakin is closing in fast, and two turrets then pop up out of the side of the pod and begin to blast at Anakin's speeder. Anakin dodges a few blasts but Aura gets lucky with a direct hit to the speeder and it begins to drop. Anakin then puts down the speeder in the middle of the street and it slides after it hits the ground. Anakin then leaps from the speeder and begins to run after Aura. Aura continues to fire at Anakin, but he ignites his light saber and deflects the laser blasts. After ricocheting a few back at Aura, he hits of the pods legs and the vehicle falls to the ground, Aura then ejects from the pod which propels her through the air. She lands, waits a second and keeps on running from Anakin, after a few turns down alleys, she runs into a dead end.

EXT. – CORUSCANT – CITYSCAPE – DEAD END - NIGHT

Anakin is right behind her and turns the corner. The dead end is deserted. Aura looks up, and ignites her boot rockets and begins to ascend. Anakin sees her.

ANAKIN: Stop! (very forceful)

Aura continues to ascend, and Anakin reaches through the force and grabs her by the neck. She grabs her throat, and begins to cough. Her boots disengage and she falls. She is now looking right at Anakin and her antennae extends.

ANAKIN: Surrender!

AURA SING: I'll never surrender, you'll have to kill me. Is that allowed in your Jedi code?

ANAKIN: Who sent you? (very forceful)

AURA SING: Your mind tricks wont work with me youngling (she laughs).

Anakin appears very frustrated

ANAKIN: Well maybe this trick will work.

Anakin gets in her face and then rips out her antennae. Long wires are connected to the antennae and blood drips down her face. She screams.

ANAKIN: Now tell me, who sent you? Where are the confederates hiding?

AURA SING: (In pain) NEVER!

ANAKIN: Don't make me destroy you.

AURA SING: You wouldn't, your no sith

ANAKIN: (very aggressive) I'm no Jedi yet either

Anakin then grabs her by neck with the force, choking her and elevates her off the ground.

ANAKIN: I will ask you one last time, who send you?

Aura is choking and trying to speak

AURA SING: …The Sith…

ANAKIN: What Sith? What is his name?

AURA SING: …Maul…

ANAKIN: Where is he?

AURA SING: …Muunilinst…

ANAKIN : What does he want with the Chancellor?

AURA SING: ….

ANAKIN: Why does he want the Chancellor!?

AURA SING: (breaths her last breath)

Aura then goes limp and Anakin releases her. She falls to the ground. He stands over her, then turns and walks away as constables on speeder bikes arrive on the scene. Anakin walks by the commandant and waves his hand as he passes.

ANAKIN: Suicide

The commandant pauses, then the officers all rally and start to block off the scene.

INT. - SPACE - CONFEDERATE BATTLESHIP MALEVOLENCE – DARTH MAUL'S QUARTERS

Darth Maul stands at a command module, pressing a few buttons. The door to his room opens to a RA-7 protocol droid

MAUL: Report

RA-7: The mission was a failure sir, Aura Sing has been terminated

MAUL: Terminated?

RA-7: Yes, by a Jedi

MAUL: Interesting, bring up her last transmission

The droid walks to a module and presses a few buttons. A hologram comes up of Anakin. The hologram displays the last communication of Aura Sing:

****Holigram****

ANAKIN: Surrender!

AURA SING: I'll never surrender, you'll have to kill me. Is that allowed in your Jedi code?

ANAKIN: Who sent you?

AURA SING: Your mind tricks wont work with me youngling (she laughs).

ANAKIN: Well maybe this trick will work.

At the end of the holgram, Anakin reaches for her antenna and the transmission is terminated, the image of Anakin is frozen on the hologram projector.

RA-7: That is the end of the transmission sir, her vital signs then terminate at o-714.

Darth Maul then puts his hand on his chin, in thought.

MAUL: I must inform my master, prepare for transmission.

INT. –CORUSCANT – CLONE HEADQUARTERS - TACTICAL ROOM – DAY

The projection of Anakin fades into a new projection of tactical information.

Mace Windu, Obi Wan, Anakin, Admiral Yuraren, Cody, Rex, and a handful of other Republic troopers and Admiral Tarkin all stand around a circular hologram computer that is relaying tactical information. There are a few R2 units in the room.

MACE: With the new intelligence given to us by Skywalker, obtained from the bounty hunter, along with confirmed information of Confederate activity in the area, we now know that the Confederates are indeed on Muunilinst, probably in negotiations with the Banking Clan. The banking clan representatives are cowards, and they will bend to the side that appears to be more profitable for their self-interests. That is why it is time for us to put troops on the ground there, best of all, intelligence also confirms that General Grievous himself is in command of the garrison of troops there. If we could capture him, it would strike a crushing blow to the confederate chain of command. Obi Wan, you and Anakin have been selected to lead a strike team and get our men on the surface.

OBI WAN: With all due respect, Muunilinst is like a fortress. It has planetary shields, and space cannons on the surface. It would be a very dangerous mission.

TARKIN: We have come up with a strategy that should call for minimal casualties on our side. Let me take you through it.

Admiral Tarkin touches some controls and the hologram display changes. He points to different parts of it as he talks

TARKIN: Muunilinst indeed has a very advanced planetary shield, it's impenetrable. Access to the planet takes place at these portal gates, the largest one being here. It is patrolled by two orbiting defense platforms. The Confederates have also brought in two additional defense platforms housing four squadrons of vulture star fighters. Command ships are stationed here and here. The portal is operated from this space port where typical visitors are checked for arms and goods. Being the home of the banking clan, they are accustomed to having hundreds of shipments of spice and ore come through their ports every day, so the plan is for you and Anakin to navigate a spice freighter to Munnilinst and land at the space port. Once there, you will infiltrate the facility and lower the gate. Once the gate is lowered, we will bring in our forces. Anakin will command the second fleet in orbit and Obi Wan, you will take our arc troopers down to the surface, destroy this space cannon, secure the banking clan, and capture Grievous if possible.

ANAKIN: The second fleet? They are protecting the Alderaan sector. Is it wise to move them to Muunilinst space? It would leave the entire sector defenseless.

TARKIN: We do not believe the Confederates will move on Alderaan space, even though Alderaan has aided the republic in refugee assistance, they have remained neutral. The Confederates would be wise to choose a more militaristic target.

ANAKIN: I don't like it, it's too much unoccupied space in the core worlds.

MACE: We are simply running out of troops, and we need to secure the banking clan in favor of the Republic. If the confederates are able to persuade the clan to fund the droid army, it will prolong the war.

OBI WAN: I for one am still concerned about our saboteur, from my understanding he is still at large. I don't want to walk into another trap.

Mace moves forward and touches controls

MACE: I was able to track down what appears to be a Clawdite informant who goes by the name Zam Wessell.

OBI WAN: A changeling? That's not good

MACE: No it's not, and almost impossible to detect. I tracked her back to Mandalore, but then she alluded me. Unfortunately, she is indeed still at large, possibly mingling with the clones. One thing is for sure, she is good. My best advice is to take extreme caution with any sort of sensitive information.

TARKIN: The mission will commence at tomorrow at 0-400, I don't need to remind you that this is highly classified. The fleet is assembling as we speak. Report to docking bay 12b where you will rendezvous with the cornelian spice freighter to begin your mission. Good luck gentlemen.

MACE: May the force be with you.

EXT. –CORUSCANT – PADME'S APARTMENT - DUSK

Padme stands in her apartment, watering flowers on her balcony. The cityscape can be seen in the background. She is wearing evening attire. A bell rings.

PADME: Come in

INT. –CORUSCANT – PADME'S APARTMENT - DUSK

Padme puts the watering pitcher down and moves to the exterior door frame to the outside balcony. The front door to the apartment opens and Anakin walks in the door to the Apartment. He stands far away from Padme and pauses. Padme sees Anakin and stands silent.

ANAKIN: I will be leaving in the morning for another mission.

PADME: Where will you be going?

ANAKIN: Muunilinst, it will be a very dangerous operation.

PADME: …Obi Wan. He can sense that… I have feelings for you…

ANAKIN: There is nothing wrong with our feelings. We care for each other, we share compassion for each other. Padme something happened to us when we met each other, that Obi Wan can't understand.

PADME: It changed us…

ANAKIN: for the better. If it weren't for you, I wouldn't have the courage to be the greatest Jedi I could be, so Obi Wan should thank you.

PADME: I can't stop thinking of our future…Oh Anakin, what are we going to do?

Padme then runs to Anakin and embraces him and lays her head on his chest. She seems scared and anxious. Anakin stays silent while he holds Padme in his arms.

PADME: Damn this war…

ANAKIN: I promise to do everything in my power to end this war once and for all.

PADME: I know you will

Padme then straightens and kisses Anakin on the cheek; she touches the scarf around Anakin's neck.

PADME: Please come back in one piece, come back to me.

The music swells and out

INT. –CORUSCANT – CLONE HEADQUARTERS – DOCKING BAY 12B – DAY

The docking bay is alive with activity, Obi Wan and Anakin walk into the room where all manner of space fairing vehicles rest as clone engineers work on the vehicles. Yoda stands in the docking bay as if he were waiting for Obi Wan. They begin to walk together

OBI WAN: Master Yoda, its good to see you here.

YODA: Yes, one of my favorite padawans, off to an important mission, he is.

OBI WAN: Indeed, if I didn't know any better I would say that Windu had it in for us. (sarcasm)

YODA: Wise is Windu's council, powerful insight into the force, he has.

The group stops and Obi Wan turns to Anakin

OBI WAN: Anakin, why don't you inspect the ship, I want run over the plans one more time

ANAKIN: Yes Master

Anakin then leaves Yoda and Obi Wan

YODA: Obi Wan, in my meditation, a premonition of your mission, I have had.

OBI WAN: Yes master?

YODA: The dark side of the force, is at work. Concealing…cunning…as if it were to evade my focus. But one thing is clear, your apprentice will be tested.

OBI WAN: Anakin? How?

YODA: Uncertain the future is, but tested he shall be.

OBI WAN: I must warn him

YODA: Warn him not, for he is well trained by your hand. You have taught him well, and Anakin must now choose his own path. Conquer his fear, he must.

INT. –CORUSCANT – CLONE HEADQUARTERS – DOCKING BAY 12B – EXT. MILLENNIUM FALCON - DAY

Anakin walks under what appears to be a brand new TY-1300 Light Freighter, the same model as the Millennium Falcon. He puts his hand on the underbelly of the craft as two engineers exit the ship.

ANAKIN: How does she look?

ENGINEER: Brand new TY-1300 light freighter sir, highly maneuverable and a lot of power under her. She will get you to Muunilinst alright.

ANAKIN: Beautiful ship. Has the spice been loaded on board?

ENGINEER: Yes sir, she is ready to go.

ANAKIN: That will be all

Anakin then walks up the ramp and examines the ship

INT. –CORUSCANT – CLONE HEADQUARTERS – DOCKING BAY 12B – DAY

Yoda and Obi Wan walk and approach a group of clone troopers whose uniforms are detailed with red highlights.

YODA: If your padawan does not conquer his fear, it could lead to the path of the dark side.

OBI WAN: Anakin is a loyal servant of the force, he will overcome his temptations.

YODA: Strong in the force he is, if he were to fall, a dangerous enemy he would become.

OBI WAN: He will not fail us, Master.

YODA: In Qui-Gon's conviction, I place my full trust. May the boy be our new hope.

The two stop walking and stand in front of the clone troopers. Obi Wan turns to the troopers.

OBI WAN: Arc Troopers, you have been selected for this task because you are the best. The elite. You all know what to do. The success of your mission is our key to a swift victory. Await for our signal at the Calrissian Space Dock and then head immediately to the surface. Disable the land to space canons first, understood?

ARC TROOPER: Yes sir. (salutes)

OBI WAN: I want minimal damage to the city's architecture; it's an ancient and beautiful city. Let's keep it that way.

ARC TROOPER: Understood

YODA: May the force be with you.

INT. –CORUSCANT – CLONE HEADQUARTERS – DOCKING BAY 12B – INT. MILLENNIUM FALCON - DAY

Anakin sits at the controls of the TY-1300 Freighter, he is fidgeting with the controls. Obi Wan then enters the cockpit.

OBI WAN: Do you know how to fly this thing?

ANAKIN: Master. I think I can handle a common freighter. I'm updating the cargo manifest, everything is in order.

OBI WAN: Excellent, then we're off.

Obi Wan clicks a few controls. And talks through the communicator on the ship.

OBI WAN: Decoy Freighter to Second Fleet. We are ready for departure. Prepare for rendezvous.

YULAREN: (the response comes over the communicator) Good luck General.

INT. –CORUSCANT – CLONE HEADQUARTERS – DOCKING BAY 12B – EXT. MILLENNIUM FALCON - DAY

The Millennium Falcon then ascends and slowly glides out of the hanger bay followed by numerous escort ships and fighters.

EXT. –CORUSCANT – CLONE HEADQUARTERS – MILLENNIUM FALCON – DAY

Upon exiting the docking bay, several Star Saviors are seen ascending into orbit. The camera sweeps to the cockpit of the Millennium Falcon and you can see Anakin and Obi Wan at the controls, then the freighter turns and joins the rest of the fleet.

INT.- CORUSCANT – PADME'S APARTMENT – DAY

Padme stands looking out her window as the fleet of ships ascent to the upper atmosphere. C-3PO stands next to her. There is a close up of her face, she is concerned.

EXT. –SPACE – CORUSCANT ORBIT – MILLENNIUM FALCON – DAY

The Falcon and the fleet begin to break orbit

INT. –SPACE – CORUSCANT ORBIT – MILLENNIUM FALCON COCKPIT

ANAKIN: Well let's see what she can do.

OBI WAN: Engage the hyperdrive.

Anakin messes with the controls and pulls down the bars that engage the hyperdrive.

EXT. – SPACE – CORUSCANT ORBIT – THE SECOND FLEET

The fleet then takes off into hyperspace.

EXT. - SPACE - CONFEDERATE STRIKE BATTLESHIP MALICE

The Malice is orbiting the planet Muunilinst, command ships and the droid fleet are in formation.

INT. - SPACE - CONFEDERATE BATTLESHIP MALICE – COMMUNICATIONS ROOM

Darth Maul walks into a circular raised platform, and kneels. A hologram of Darth Sideous then appears before him.

MAUL: What is thy bidding, my Master?

SIDEOUS: The Clone Fleet has been deployed to Muunilinst. Remain there and initiate order 33 upon their assault.

MAUL: And what of the Padawan? Shall I destroy him?

SIDEOUS: No, he will destroy himself. He should be only taught a lesson…in fear…

MAUL: And how do I find him Master?

SIDEOUS: He will come to you, see to it that he is broken.

MAUL: Yes, my Master

INT. – HYPERSPACE – MILLENNIUM FALCON COCKPIT

Obi Wan and Anakin sit at the cockpit of the Millennium Falcon.

OBI WAN: Approaching Muunilinst, prepare to drop out of hyperspace.

Anakin hits a few controls and pulls back on three pins that stick out of the hyperdrive module.

EXT. – HYPERSPACE – MILLENNIUM FALCON

The stars around the Falcon begins to slow down and the ship drops out of hyperspace above the planet Muunilinst. Normal traffic flies toward space docks. Confederate ships can be seen orbiting the planet.

INT. – SPACE– MUUNILINST ORBIT - MILLENNIUM FALCON COCKPIT

OBI WAN: That's odd…

ANAKIN: What is it Master?

OBI WAN: There are not many command ships orbiting the planet, and I don't see many gun platforms.

ANAKIN: Maybe the Confederates have not had enough time to set up a defensive perimeter?

OBI WAN: Or we're walking into a trap.

A light goes off

ANAKIN: Incoming transmission

RAAN: Corellian freighter, welcome to Muunilinst, this is the Calressian Spaceport. Please identify yourself.

ANAKIN: We are the Spice Freighter Falcon carrying Kessel Spice for sale on the surface, permission to land for inspection.

RAAN: Permission granted. Please land at inspection pad 23B.

ANAKIN: Acknowledged.

EXT. – SPACE– MUUNILINST ORBIT - MILLENNIUM FALCON

The Millennium Falcon then banks and descends to the spaceport opening.

INT. – CALRISSIAN SPACE PORT - EXT - MILLENNIUM FALCON

The Falcon glides into one of the spaceports. All manors of ships are seen being inspected, taking off and landing. The ship turns and lands. Inspection droids are seen with scanning equipment. The landing ramp then descends and Anakin and Obi Wan walk out of the ship. Anakin is holding the electronic manifest. An inspection droid wheels up to the two Jedi.

INSPECTION DROID: Inspection manifest please.

Anakin hands over the manifest.

OBI WAN: I believe you will find the manifest to be accurate.

INSPECTION DROID: I will be the judge of that.

The inspection droid then wheels up the ramp of the Millennium Falcon.

OBI WAN: Alright Anakin, time to drop the shield gate. I'll delay inspection here,

ANAKIN: And I'll drop the power to the gate, I know Master.

OBI WAN: May the force be with you.

Anakin then takes off toward the elevated circular command module of the spaceport. Obi Wan then turns around and walks back up into the ship

OBI WAN: Now let me assure you that this Spice is some of the finest you can find in this sector…

INT. – CALRISSIAN SPACE PORT – HALLWAY

Anakin walks briskly by several droids and turns a corner toward the command module.

INT. – CALRISSIAN SPACE PORT – COMMAND MODULE

Inside the command module a dark skinned male humanoid is commanding several droids who work at stations around the circular command module. The commander is Raan Calrissian[49]. The room is very busy as they inspect every ship in the spaceport. He speaks through a communicator.

RAAN: Socorro Freighter, you are in violation of the decontamination regulation 55-287c, terminate your landing pattern and come about to mark 17.a4.

There is a long slender horizontal window from where the commander can view most of the landing platforms.

INT. – CALRISSIAN SPACE PORT – HALLWAY

Anakin sneaks behind a large crate and makes it to a latter that looks to take him up to another level. He ascends the latter and at the top he has a better visual advantage. He looks across and sees Confederate Battle Droids marching from a landing craft. He then turns and runs down a long wall that leads him to a small plaza. Here he cans see the entrance to the command module. Security Droids are guarding the entrance to the elevators. Anakin jumps down to the plaza and walks to the guards.

ANAKIN: I need access to the Command Module Power Grid

SECURITY DROID: I'm sorry sir, but that area is restricted.

Anakin then pulls his light saber out and decapitates both of the security droids. He presses the elevator button and the doors open. He pulls the droid bodies into the elevator and then takes the elevator down.

INT. – CALRISSIAN SPACE PORT - INT - MILLENNIUM FALCON – GALLEY

The inspection droid completes his scan of the falcon and approaches Obi Wan in the main galley.

INSPECTION DROID: Your cargo checks out, you may proceed to the surface.

The droid wheels off the deck, Obi Wan then turns and speaks through the communicator.

OBI WAN: The freighter's inspection is complete; we don't have much time left.

INT. – CALRISSIAN SPACE PORT – ELEVATOR

Anakin is in the elevator with the two damaged droids he hears the communication from Obi Wan.

ANAKIN: No problems so far, I am approaching the power reactor level; the gate should be open in moments. Stand by.

INT. – CALRISSIAN SPACE PORT – POWER REACTOR

Just then the elevator opens to the power reactor core. Anakin stands in the opening. To Anakin's surprise about 10 armed battle droids and 2 destroyer droids stand guard around the circular power reactor. The battle droids look to the elevator. Anakin looks surprised.

BATTLE DROID: Sir, this level is restricted…

Anakin then ignites his light saber

BATTLE DROID: wait…you're a Jedi…Attack!

The battle droids turn and fire and the destroyer droids coil up and roll to a better tactical advantage. Anakin storms into the room and deflects the laser fire from the battle droids, taking down several of them. The destroyer droids start to fire, and he deflects their fire and destroys the remainder of the battle droids. Then he uses the force and pushes the destroyer droids against the wall and the fall. The then walks up and destroys them with his light saber. Obi Wan is heard over his communicator.

OBI WAN (over the communicator): Anakin we need that shield gate down!

ANAKIN: Sorry Master, I ran into some trouble. Turning the power off now.

He walks over to the power reactor controls and pulls down a large switch. The sound of power being turned off occurs. Then he steps back and slashes through the controls with his light saber. He speaks to the communicator

ANAKIN: That should do it, the gates power is now off line. Call in the cavalry.

INT. – CALRISSIAN SPACE PORT – COMMAND MODULE

In the Command Module everything seems to be going smoothly, suddenly:

NAV DROID: Sir, the shield gate is currently off line.

RAAN: What? Is there a problem with the stabilizers again?

NAV DROID: No sir, it appears that the power has been drained.

RAAN: Call down to the power grid, see what is going on down there.

A moment passes

NAV DROID: No response sir…

RAAN: Inform Confederate Command, this isn't right.

INT. – CALRISSIAN SPACE PORT - INT - MILLENNIUM FALCON – COCKPIT

Obi Wan sits at the controls and is sending a transmission.

OBI WAN: Commodore Yularen, the shield gate is down, you may proceed with the attack. We are docked at inspection pad 23B.

YULAREN: Copy that Master Jedi, we're on our way.

EXT. – SPACE– MUUNILINST ORBIT

Suddenly the Clone 2nd Fleet drops out of hyperspace right outside of the Muunilinst orbit. CR-20 troop carrier landing craft and a fleet of LAAT gunships then are jettisoned from several of the Star Saviors. Confederate gun platforms are then seen approaching. Vulture Droids begin to poor out of the bottom of the spacecraft.

INT. – MUUNILINST ORBIT – STAR SAVIOR TRIUMPH -BRIDGE

Commodore Wullf Yularen stands at the command of the Star Savior Triumph, the bridge is alive with activity.

BRIDGE COMMANDER: Sir, Vulture Fighters on an intercept course.

YULAREN: Let's meet them ship to ship, deploy fighters.

EXT. – MUUNILINST ORBIT – STAR SAVIOR TRIUMPH

V-19 Torrent starfighters are then deployed and engage the vulture fighters while the landing craft begin to ascend to the surface. Suddenly a giant laser blast is released from the surface that rips a hole through one of the star saviors.

INT. – MUUNILINST ORBIT – STAR SAVIOR TRIUMPH –BRIDGE

Alarms are going off as Yularen walks briskly to a communicator terminal. He presses a button.

YULAREN: We're going to have to knock out that Anti Space canon, our shields are no match for it. We're sitting ducks.

INT. – CALRISSIAN SPACE PORT - EXT - MILLENNIUM FALCON

Obi Wan walks down the Falcon's ramp as he receives the communication.

OBI WAN: Understood Admiral, the Arc Troopers are on their way.

Anakin runs up. Alarms are now going off and all space traffic appears to be grounded. In the distance a garrison of battle droids begin to make their way to the falcon's inspection pad.

OBI WAN: It appears we've been detected.

ANAKIN: Really Master?

A few lasers from the droids go off, and the two begin to deflect laser fire. Just then several Clone Drop Ships fly in and destroy the droids. They land next to the Falcon. One of the drop ships has a Jedi Star Fighter in tow. Cody jumps out of the drop ship.

CODY: All going according to plan, Sir! (salutes)

OBI WAN: Good, now lets get to the surface, Anakin, lead the battle here in space, and be careful young Padawan.

ANAKIN: Master, I know you don't believe I am ready for a command of my own, but I am the best pilot in the order. Chancellor Palpaine knows it, I don't know why you can't..

Obi Wan interrupts him

OBI WAN: Padawan! Your skills have never been in question. It is your maturity…remember your training, and May the force be with you, Commander.

ANAKIN: Yes Master (smiles)

Obi Wan and Rex jump onto the drop ship and take off. Anakin gets into the Jedi Star Fighter. The astromech droid R5-D7 swivels to look at Anakin and whistles.

ANAKIN: You ready R5?

R5-D7: "Whistle"

ANAKIN: Take me to the front.

The Jedi Starfighter takes off and turns around and blasts out of the Space Port. A last shot of the Millennium Falcon is seen docked at the Calrissian Space Port.

EXT. – MUUNILINST ORBIT - CALRISSIAN SPACE PORT

Anakin's fighter flies out of the space port

INT. – MUUNILINST ORBIT – ANAKIN'S STARFIGHTER

Anakin is piloting the spacecraft and speaks through the communicator.

ANAKIN: All Squadrons to me

EXT. – MUUNILINST ORBIT – ANAKIN'S STARFIGHTER

Hundreds of Clone Star Fighters begin to engage the vulture droids. Lasers are everywhere and the dueling forces weave in and out of each other.

EXT. MUUNILIST HIGH ATMOSPHERE – CLONE LANDING CRAFT

Meanwhile the Clone Landing Craft begin to hit the high atmosphere as they start flying through the clouds. The camera focuses in on the cockpit of one of the pilots. The landing craft get to the ground level and skiff across the surface in a canyon.

INT. MUUNILIST – CANYON - CLONE LANDING CRAFT - DAY

Obi Wan stands in one of the landing craft and talks through his communicator.

OBI WAN: Arc Troopers, deploy

EXT. MUUNILIST – CANYON - CLONE LANDING CRAFT- DAY

Several of the landing craft then veer off as the rest of the group goes forward. Upon climbing to the top of the canyon, the city now can be seen in the distance. The city reflects an Ancient Grecian city, full off white pillars and green landscape. Explosions can be heard in the distance as anti air missiles are launched from droid rocket launchers. The missiles begin to close in.

INT. MUUNILIST – HARNAIDAN - CLONE LANDING CRAFT- DAY

Obi Wan stands in command.

OBI WAN: Evasive maneuvers!

EXT. MUUNILIST – HARNAIDAN - CLONE LANDING CRAFT- DAY

The ships all move in different directions to avoid being hit and they begin to land in a grassy field in front of the city.

EXT. MUUNILIST – HARNAIDAN – BATTLE FIELD - CONFEDERATE FORCES- DAY

The droid forces are now seen, including LM-432 Crab Droids, and battle droids charging at the clone invasion, blasting away.

EXT. MUUNILIST – HARNAIDAN – BATTLE FIELD - CLONE LANDING CRAFT- DAY

The Clone army begins to exit the landing craft along with Obi Wan and they begin to engage the enemy. Some LAAT/c land AT-TE tanks begin to fire on the droids. Suddenly, in the distance and giant laser is blasted into the sky from within the city.

OBI WAN: Those arc troopers must take out that Anti Space Cannon!

EXT. MUUNILIST – HARNAIDAN – SOUTHERN ENTRANCE – ARC TROOPER LAATS- DAY

The Arc troopers approach the southern entrance of the city. Off in the distance, explosions are heard, outside of that the streets are quiet. The LAATs make their approach into the city.

INT. MUUNILIST – HARNAIDAN – SOUTHERN ENTRANCE – ARC TROOPER LAATS- DAY

Inside the LAAT stand a group of about 10 Arc troopers whose uniforms look more commando style. They stand still and silently as the engines of the LAAT fill the craft with sound.

EXT. MUUNILIST – HARNAIDAN – STREETS – ARC TROOPER LAATS

The LAATS fly over the streets which look similar to Greece and the streets are empty. They fly past a building like the acropolis and a probe droid is seen.

EXT. MUUNILIST – HARNAIDAN – ACROPOLIS- DAY

The Probe Droid turns its head as the LAATS go by, then it makes a transmission.

EXT. MUUNILIST – HARNAIDAN – STREETS – ARC TROOPER LAATS- DAY

The LAAT turns another corner and a Droid Missile Launcher is seen stationary on the top of one of the buildings. The LAATs fly beyond it, and then a barrage of missiles fly from the launcher and hit all of the LAATs.

INT. MUUNILIST – HARNAIDAN – STREETS – ARC TROOPER LAATS- DAY

The troops remain calm, and the pilot of the LAAT attempts to crash land. Lots of sounds and alarms are going off as the LAAT goes down.

EXT. MUUNILIST – HARNAIDAN – STREETS – ARC TROOPER LAATS- DAY

Many of the LAATS are destroyed but one lands and slides down the street, flipping on its side and sliding on fire until it stops dead center in an intersection. The vehicle is on fire, and sits for a moment. One of the arc troopers then looks out of the side of the vehicle and makes a silent gesture with his hand, pointing to a desired location. Then the remainder of the troops race out of the vehicle and take cover behind it. The streets are deserted.

EXT. MUUNILIST – HARNAIDAN – BUILDING- DAY

Sniper Battle droids move into position and then begin to blast down on the LAAT.

EXT. – SPACE - MUUNILINST ORBIT – SPACE BATTLE

A Star Savior flies over the camera and the space battle can be seen under it over the Muunilinst orbit. Laser fire is everywhere.

INT. – SPACE - MUUNILINST ORBIT – ANAKIN'S FIGHTER

Anakin pilots his star fighter; the dog fighting is intense. Two vulture-class droid fighters pull off from the pack and Anakin sees them.

EXT. – SPACE - MUUNILINST ORBIT – ANAKIN'S FIGHTER

Anakin flies after the two fighters who get in very close with the gun platforms. They weave in, out, and under projecting parts of the gun platform, making hairpin turns. Anakin is on their tail. They wind around the gun platform for a while, then go to open space.

INT. – SPACE - MUUNILINST ORBIT – ANAKIN'S FIGHTER

ANAKIN: I have you now

He fires

EXT. – SPACE - MUUNILINST ORBIT – ANAKIN'S FIGHTER

Anakin's ship fires and destroys both droid fighters. Suddenly there is another blast from the planet that hits another Star Savior. It begins to loose orbit.

EXT. MUUNILIST – HARNAIDAN – STREETS – ARC TROOPER LAATS -DAY

The Arc Troopers then take cover behind the LAATs and begin to fire back at the droids. The showdown goes on for a moment, then the commanding officer makes another motion, and several soldiers with rocket launchers run out and fire on the droids positions. After the explosion, all is quiet. The Commanding officer then makes another hand motion and the troops start to run up one of the streets

EXT. MUUNILIST – HARNAIDAN – STREETS-DAY

The Troops are running up the street and then the commander puts his hand up in a fist. The group then stops. A tank is heard coming and then an Armored Assault Tank turns the corner and fires at the clones. The clones hang to the walls and fire back on the lone tank. The commander makes a movement with his hand and one of the troopers in blue goes down a side street. After some fire back and forth, the blue trooper runs from behind the tank, climbs the back and puts an explosive on the turret of the tank. He jumps off as the tank explodes. The commander makes a move with his hand and the group runs down the street again. They then get to a higher vantage point and spot the Anti Space Cannon through binoculars.

EXT. MUUNILIST – HARNAIDAN – STREETS – BINOCULAR VANTAGE POINT-DAY

Through the binoculars, the commander sees the weapon fire another shot into space. He homes in on the command tower where the controls are operated by battle droids. He moves around to find battle droid guards at the base of the tower.

EXT. MUUNILIST – HARNAIDAN – STREETS -DAY

The commander puts up the binoculars and pulls out a portable holo-emitter. A hologram of Obi Wan then is brought up.

SERGEANT: General Kenobi, target sited

OBI WAN: Very good sergeant, proceed with phase two.

SERGEANT: Yes sir.

The Commanding officer then puts away the holo-emitter and makes a gesture with his hand to the troops.

EXT. –SPACE- MUUNILINST ORBIT – SPACE BATTLE

The battle continues in space, suddenly two more Confederate Munificent-class star frigates fall out of hyperspace. Hundreds of vulture class droid fighters pore out of the ships. A V-19 Torrent starfighter is seen chasing down a vulture droid.

INT. – SPACE- MUUNILINST ORBIT – GOLD LEADER'S SHIP

The pilot bears down on the vulture droid and fires.

EXT. – SPACE- MUUNILINST ORBIT – GOLD LEADERS SHIP

The ship fires and destroys the vulture droid. Suddenly the V-19 ship is attacked from the side and destroyed. Gold Leader is flung into space.

EXT. – SPACE- MUUNILINST ORBIT – SPACE BATTLE

Hundreds of vulture droids in formation bear down on the battle.

INT. – SPACE- MUUNILINST ORBIT – SPACE BATTLE – GOLD 2'S SHIP

GOLD 2: We've Lost Gold Leader

He looks around at the space battle.

GOLD 2: Commander, Enemy reinforcements coming in point 3 5.

EXT. – SPACE- MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP

Flies By

ANAKIN: Copy that Gold 2, I'm on my way.

INT. – SPACE- MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP

ANAKIN: R5, re-rout all power to the forward shields

R5-D7: Whistle Buzz

Anakin flies right for the vulture droids who begin firing on him. R5-D7 swivels and chirps.

EXT. – SPACE- MUUNILINST ORBIT – SPACE BATTLE

The vulture droids fire at Anakin and bear down on him. Anakin fires and spins and blasts a hole through their ranks. 50 or so vulture droids then turn and chase after Anakin, firing away. Anakin then draws in close to a gun platform and the droids miss Anakins ship and do heavy damage to the gun platform. An OOM command droid can be seen in one of the windows of the gun platform shaking his fist at the vulture droids. Anakin draws in very close to the gun platform and several vulture droids are destroyed by running into it. He then heads for open space and still has about 30 vulture droids on his tail.

R5-D7: whistles at Anakin.

INT. – SPACE- MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP

ANAKIN: I know, I know

Anakin then pilots his ship toward the underbelly of a Star Savior.

ANAKIN: Red leader, fire all your missiles over the bow of the Redeemer.

INT. – SPACE- MUUNILINST ORBIT – SPACE BATTLE – RED LEADERS SHIP

RED LEADER: But Commander, there is nothing out there, no targets

INT. – SPACE- MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP

ANAKIN: Do it now, pilot!

EXT. – SPACE- MUUNILINST ORBIT – SPACE BATTLE

The Republic Fighters then all launch their missiles over the bow of the Star Savior Redeemer. Anakin is racing toward the Star Savior

INT. – SPACE- MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP

As Anakin draws closer to the ship, he sees the first missile passing the Star Savior and blasts past it. The missile is followed by hundreds of missiles.

EXT. – SPACE- MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP

Anakin's ship flies past the Star Savior Redeemer, followed by the vulture droids who are nearly all destroyed by the missile bombardment.

INT. – SPACE- MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP

Anakin is elated

ANAKIN: WHOOOO!

R5-D4: Whistle!

Suddenly another blast from the surface.

ANAKIN: When are they going to take down that cannon?!

EXT. MUUNILIST – HARNAIDAN – ANTI SPACE CANNON -DAY

Around the perimeter of the space cannon, several droids stand guard. Suddenly a grenade is seen being thrown and rolls to the foot of one of the droids. The droid looks down and the grenade explodes. The other droids turn, and suddenly the arc troopers close in and blast away at the droid guards. Fire goes back and fourth, but the Arc troopers quickly take the guards. The trooper with the missile launcher runs up and targets the controller tower window, and fires a missile. The missile blasts into the opening and destroys the control tower operations room. The cannon ceases. The commander speaks through his communicator.

SERGEANT: General Kenobi, the Anti Space Cannon is off line.

EXT. MUUNILIST – HARNAIDAN – BATTLE FIELD-DAY

Obi Wan is in a forward position and stands behind a line of AT-TEs. The battle is waging and it looks as if the clones are advancing. He hears the transmission and replies.

OBI WAN: Excellent Sergeant, good work. That will give our boys in space more of a fighting chance. Now proceed to phase 3.

SERGEANT: (over the com) Yes, sir.

EXT. SPACE – MUUNILIST ORBIT – SPACE BATTLE

Laser fire is everywhere, dogfights are seen at every angle. Anakin turns and looks out his window and about 6 vulture droids in a V formation. He turns and come up behind them and destroys them all. He then veers off and helps a fellow clone pilot by blasting a vulture droid off his tail.

PILOT: Thanks Commander, I couldn't shake 'em

ANAKIN: No problem, now watch your back

PILOT: Yes Sir.

EXT. MUUNILIST – HARNAIDAN – CORE-DAY

The city is quiet and beautiful, one can hear the battle approaching as explosions are heard in the distance.

EXT. MUUNILIST – HARNAIDAN – BATTLE FIELD-DAY

The clone army begins to get closer to the city. Spider droids and battle droids attempt to block the clone's path into the city. A line of AT-TEs move into position and encircle the entrance to the city. They fire upon the droids position and wipe out their line of defense. Clones begin to storm the entrance to the city, firing at the battle droids. The AT-TEs advance. The droids begin to draw back into the city. Droid Tanks form a line and begin to fire back at the Clones. Spider droids are seen back stepping due to multiple targets. Finally the Clone line makes it past the gate and into the city. The gate is damaged by laser canons.

EXT. MUUNILIST – HARNAIDAN – MAIN ROAD-DAY

Obi Wan is seen behind the line of AT-TEs and walks with Rex, they watch the city gate being destroyed, he turns to Rex.

OBI WAN: Relay to the front line to be careful about damaging the city. We do not want to destroy it. Target the droid forces only.

Rex: Yes sir

INT. MUUNILIST – HARNAIDAN – MUUNILIST COMMAND CENTER-DAY

Battle droids patrol the inside of the Muunilist command center. Several Muun stand around a holo-table that illustrates the battle. The Muun are tall and frail looking. The Munn include San Hill and Hit Tamm. Also present is a T-series tactical droid named TX-20, and Sentepeth Findos of the Trade Federation. They all are surveying the battle. Hit Tamm points to the hologram

HIT TAMM: Those guns are destroying our forward positions. The republic is breaking through!

The room shakes; they catch themselves and hold their balance.

HIT TAMM: Sir, the Anti Space Cannon has been destroyed. Their range is greater than we thought.

SENTEPETH: It must be their artillery; we did not know they were going to bring the entire second fleet. This is absurd.

San Hill looks nervous. He turns to the tactical droid TX-20 who speaks with a very drone voice.

SAN HILL: I don't know why Grievous sent you if all you're going to do is stand around!

TX-20: We have everything under control. The Octuptarra Magna Quad-Droids will stop their advance. We have a fleet of reinforcements on the way including two more gun platforms.

SAN HILL: You better be right, Grievous promised us protection if we sided with the Separatists! Where is he now?

TX-20: Rest assured chairman, we shall protect the intergalactic banking clan.

EXT. MUUNILIST – HARNAIDAN – MAIN ROAD-DAY

The clone army has entered the city, and laser fire is seen between the republic tank line and the confederate army who are being pushed back deeper into the city. Clone troopers fire down on the droid army from elevated positions. One clone trooper has a missile launcher and fires it into a droid tank which explodes. AT-TEs continue to advance.

EXT. MUUNILIST – HARNAIDAN – BEHIND THE CONFEDERATE LINES-DAY

C-9979 Droid Transports land in a plaza behind the confederate lines. The battle is heard in the distance. Battle droids march out accompanying giant Octuptarra Magna Quad-Droids. The droids form positions and a OOM command battle droid moves to the front of the droid lines to address them. The Quad-Droids are making robotic sounds and look lethal and aggressive.

OOM: We must stop the republic forces before they get to the command center, Quad-Droids take the lead. No survivors…now move out.

QUAD-DROIDS: Robot Noises

The OOM droid motions and the Quad-Droids take off toward the battle front, followed by the slower battled droids.

EXT. – SPACE - MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP

The Star Saviors are now bombarding the Gun Platforms and the republic look like they are getting the upper hand. One of the Gun Platforms is destroyed

INT. – SPACE - MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP

GOLD 2: (over the com) Commander Skywalker,

INT. – SPACE - MUUNILINST ORBIT – SPACE BATTLE – GOLD 2'S SHIP

GOLD 2: Almost all the gun platforms are destroyed and only

The ship next to his is destroyed

GOLD 2: Wait.

He turns and then his ship is destroyed.

INT. – SPACE - MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP

BLUE LEADER: Commander, we just lost Gold Squadron! A rogue fighter has…

ANAKIN: I see it.

EXT. – SPACE - MUUNILINST ORBIT – SPACE BATTLE – SCIMITAR

The Scimitar is now seen attacking clone fighters, and destroying them with ease.

INT. – SPACE - MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP

ANAKIN: Destroy the rest of the droid fleet,…This one is mine.

He hits the throttle.

EXT. – SPACE - MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP VS SCIMITAR

The two ships head straight for each other firing away. They look as if they are going to crash into each other. Anakin looks frightened, and pulls away. The Scimitar then turns and Anakin does a flip, and fires. He lands a hit on the Scimitar.

INT. – SPACE - MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP

ANAKIN: Got you.

EXT. – SPACE - MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP VS SCIMITAR

The Scimitar returns fire and hits Anakin, his ship shakes but is ok. He does some tricky flying and gets behind the Scimitar.

INT. – SPACE - MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP

ANAKIN: All too easy

EXT. – SPACE - MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP VS SCIMITAR

Anakin fires, but the ship miraculously banks and misses being hit, then accelerates toward the surface of the planet.

INT. – SPACE - MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP

Anakin is surprised

ANAKIN: Increase power to the thrusters R5…this is no droid pilot.

EXT. MUUNILIST – HARNAIDAN – MAIN ROAD -DAY

The Republic army continues to advance. An AT-TE fires on one of the larger droid tanks and it explodes. From the explosion comes the giant Quad-Droids whose long legs step over the wreckage and begin blasting at the clone army. They then make their way into the clone ranks, step on a AT-TE and destroy it, clone troopers fire at the droids, but they swivel with their long arms and knock them out. The quads start to focus on the AT-TE. A few lucky shots from the clone tanks take out a few of them. One Quad Droids hits an AT-TE with his leg and flips it over, turns its head and fires on clone soldiers.

EXT. MUUNILIST – HARNAIDAN – ABOVE THE CITY-DAY

Anakin is chasing down the Scimitar, closing in on the city.

INT. MUUNILIST – HARNAIDAN – ANAKIN'S SHIP-DAY

Anakin tries to make a lock on the ship with the computer

ANAKIN: come on, come on

EXT. MUUNILIST – HARNAIDAN – ABOVE THE CITY-DAY

The Scimitar drops altitude and blasts between the buildings of the city, Anakin follows him at every turn, firing at him franticly and destroying parts of the buildings around him. They continue to make risky moves around buildings until they eventually get out of the city core. The battlefront can be seen underneath them as they pass.

EXT. MUUNILIST – HARNAIDAN – BEHIND THE CLONE LINES - HAVw-DAY

Obi Wan walks up to a HAVw or Heavy Assault Vehicle/wheeled A6 Juggernaut command vehicle with Rex. Suddenly the Scimitar flies overhead.

OBI WAN: What was that? That's not one of ours

REX: I don't know general

Then Anakin's ship passes by

OBI WAN: That was Anakin!

REX: Yes General

Obi Wan raises his communicator

OBI WAN: Anakin!

INT. MUUNILIST – HARNAIDAN – OUTSIDE CITY – ANAKINS FIGHTER-DAY

ANAKIN: It's under control, Master.

EXT. MUUNILIST – HARNAIDAN – BEHIND THE CLONE LINES - HAVw-DAYv

The two come back for a pass and Anakin blasts at the fighter frantically, almost hitting the clone HAVw.

OBI WAN: Anakin, watch your fire. You're supposed to be in orbit leading our forces.

The two fighters continue to dogfight

INT. MUUNILIST – HARNAIDAN – OUTSIDE CITY – ANAKINS FIGHER-DAY

Anakin: It's under control

EXT. MUUNILIST – HARNAIDAN – BEHIND THE CLONE LINES - HAVw-DAY

OBI WAN: Under control? I don't thinks so. Your place is with your squadron, not chasing one ship through the city streets!

He can see Anakin re-entering the city, and destroying parts of the city architecture.

INT. MUUNILIST – HARNAIDAN – CITY CORE – ANAKINS FIGHER-DAY

Anakin: Master, this is no droid pilot, and the force is with him. I can't let him get away

INT. MUUNILIST – HARNAIDAN –CITY CORE – SCIMITAR-DAY

Darth Maul is seen piloting the ship, he seems cool and collected.

INT. MUUNILIST – HARNAIDAN – CITY CORE-DAY

The two continue to dog fight in the city. Anakin fires at him and misses again. Then the Scimitar pulls up and heads back to space.

EXT. MUUNILIST – HARNAIDAN – BEHIND THE CLONE LINES - HAVw-DAY

OBI WAN: Anakin, I'm also sensing something strange, but you must let that ship go, It's baiting you. (forceful)

INT. – SPACE- MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP-DAY

Anakin's ship returns to orbit

R5-D7: whisles

ANAKIN: We're receiving an incoming communication? Patch it through.

Anakin looks at the screen

ANAKIN: These look like hyperspace coordinates.

R5-D7: whisles

ANAKIN: Jumping into hyperspace? These coordinates could only mean one thing. He wants us to follow him.

R5-D7: Whistle chirp

ANAKIN: Plug them in.

OBI WAN: (over the com) Anakin!

ANAKIN: Master, the battle up here is more than won, I can handle this.

OBI WAN: (over the com, yelling) Do not follow that ship! Anakin! Do you hear me? Do not follow that ship! That's an order! Anakin!

Anakin looks frustrated, and looks angry

ANAKIN: I'm sorry sir, your signal is breaking up.

OBI WAN: Padawan, if you….

Anakin reaches down and turns off the communicator.[50]

EXT. – SPACE - MUUNILINST ORBIT – SPACE BATTLE – ANAKIN'S SHIP VS SCIMITAR

The Scimitar then jumps to hyperspace, followed by Anakin's Ship.

EXT. MUUNILIST – HARNAIDAN – BEHIND THE CLONE LINES - HAVw-DAY

Obi Wan looks angry, he turns to Rex.

OBI WAN: I want those coordinates.

He walks toward the back of the vehicle and climbs up into it from underneath along with Rex.

INT. MUUNILIST – HARNAIDAN – BEHIND THE CLONE LINES – HAVw-DAY

Obi Wan walks into the bridge where there is Commander Cody, who is looking through binoculars, along with a number of other clone tactical officers.

OBI WAN: Do we have Anakin's coordinates?

TACTICAL OFFICER: Yes Sir.

OBI WAN: (turns to Rex) Take a squad and follow him. I've got a bad feeling about this.

REX: understood

Rex then leaves the command center.

OBI WAN: Report

CODY: Sir, our tanks are being destroyed.

Cody points and hands the binoculars over to Obi Wan. Obi Wan looks through them. The camera sees through the binoculars to the battle front. A Quad-Droid pushes over another tank.

OBI WAN: Quad-Droids.

Obi Wan lowers the binoculars and looks concerned.

OBI WAN: Are the Arc troopers in position?

CODY: Almost sir.

OBI WAN: I need a speeder bike.

CODY: Yes, Sir

EXT. MUUNILIST – HARNAIDAN – MAIN ROAD-DAY

The battle continues, the Quad-Droids wreak havoc on the clone forces. One of the Quad-Droids turns it's head and focuses on something. Obi Wan then is seen on a BARC speeder racing up to the battlefront. He ignites his light saber and slices through the leg of one of the Quad-Droids while he passes. The droid then falls over and clones run up and blast it. Obi Wan then speeds to the next Quad-Droid and slices through the leg. It falls to the ground. He comes to a stop and talks through his communicator.

OBI WAN: Are you in position?

SERGEANT: (over the communicator) Yes Sir.

OBI WAN: I'm on my way.

EXT. MUUNILIST – HARNAIDAN – CITY CORE-DAY

Obi Wan speeds off on the speeder and deflects a few blasts with his light saber. He speeds past the battle and down a street that seems to be deserted. He speeds down a few more baron streets until he gets to the Muunilinst Command Center.

EXT. MUUNILIST – HARNAIDAN – MUUNILINST COMMAND CENTER-DAY

He turns a corner and stops the speeder. He gets off and walks up the stairs of the building. He speaks through his communicator.

OBI WAN: I am here

SERGEANT: (through com) We're set general.

OBI WAN: Let's end this battle Sergeant

Obi Wan walks up the steps and two battle droids start firing at him. He easily deflects the laser fire and ricochets the blast back to the droids, destroying them.

INT. MUUNILIST – HARNAIDAN – MUUNILINST COMMAND CENTER-DAY

The command center is quite and organized. The Muun survey the battle on the holo-table.

SAN HILL: The Clone forces are still breaking through; we're not safe here.

TX-20: Reinforcements are on their way; there is only a 468 to 1 chance that the clone army will reach the command center before they arrive.

SAN HILL: And where is General Grievous!?

TX-20: He will be here shortly, we have everything under control.

SENTEPETH: Control? You call this under control? The republic knew exactly how to penetrate our forward lines. This is no coincidence. Our intel must have been compromised.

SAN HILL: A Saboteur?

Just then the ceiling of the room explodes, and the arc troopers repel into the room blasting the droids who are on guard. The droids fire back. Three droideka roll into position and start to fire on the arc troopers who made it to the ground and disengage their cables. Obi Wan then runs into the room from behind the droideka and cut through two of them, and force pushes another one into the wall. The clones fire on the last droideka and it explodes. The arc troopers destroy the rest of the battle droids on guard in the room, and Obi Wan walks to the holo-table where the Muun stand in disbelief. Sergeant walks up to Obi Wan

SERGEANT: Control room secure, General

The TX-20 surveys the room then turns to Obi Wan and extends his arms, palms forward.

TX-20: We surrender.

SAN HILL: (kneels and grovels) Mercy, I beg you. I am merely a banker!

OBI WAN: That remains to be seen, where is General Grievous?

San Hill looks over to the TX-20

TX-20: (nervously) I am in command of the confederate army.

Obi Wan ignites his light saber and points it at the droid.

OBI WAN: Where is Grievous?

The TX-20 then shakes and slumps, he then tumbles over as if he as self-destructed.

OBI WAN: Blasted…Sergeant, get this droid to command, lets see what we can get out of it, and I want a transport here now! I'm going after Anakin!

EXT. – SPACE - YAVIN PRIME ORBIT – ANAKIN'S SHIP

Anakin's Jedi Fighter falls out of light speed above Yavin Prime, a gas giant. He flies around the planet to see several other planets and moons. He closes in on one of the moons, Yavin 4.

EXT. –SPACE- YAVIN 4 ORBIT – ANAKIN'S SHIP

He flies over Yavin 4 and begins a landing sequence.

ANAKIN: Do you have his position?

R5-D7: Whistle and chirps

ANAKIN: That's close enough R5, we will just have to search the immediate area on foot.

EXT. YAVIN 4 – FOREST CLEARING - DAY

The ship has landed and Anakin jumps out.

ANAKIN: Watch the ship R5, this wont take long.

Anakin walks off as R5 turns his head and watches him walk away into the forest.

EXT. YAVIN 4 – DENSE FOREST -DAY

Anakin maneuvers through dense forest, animal sounds are going off. Suddenly there is the sound of a ship landing. Anakin turns around and runs back

EXT. YAVIN 4 – FOREST CLEARING - DAY

A Republic CR-20 troop carrier lands next to Anakin's Jedi Starfighter. A ramp is lowered and around 6 clone troopers rush out along with Rex. Anakin walks up to them.

REX: Secure the area.

ANAKIN: Rex (forceful)

REX: Commander Skywalker (at attention)

ANAKIN: Obi Wan

REX: Yes, sir

ANAKIN: Gave you orders to follow me?

REX: Yes, sir.

ANAKIN: (looks angry) Fine. Have some men protect the ships, the rest encircle the clearing, prepare to sweep the jungle.

Thunder is heard in the backdrop, and it begins to sprinkle on the men. Anakin lifts up his hood over his head. He looks cunning.

EXT. YAVIN 4 – DENSE FOREST - DAY

It's quiet accept for the rain. Troops are in pairs as they search the jungle and maneuver around large trees and plant life. The camera switches between several of the pairs, and Anakin is seen by Rex, searching. A few of the solders make it to a clearing with high grass under a tree canopy. Anakin ducks under some branches and looks around as if he senses something. A pair of clones walk by a large thicket, and as one turns, suddenly, the other one is sucked into the thicket. The other clone then turns to see his friend has vanished, he runs to the thicket and is quickly and quietly sucked in and disappears. Two other clones are walking between two trees, the one in the rear gets grabbed by the force and thrown into one of the trees. The other one turns and gets pushed over by the force and drug into dense forest, but nothing is seen grabbing him. Two soldiers walk over a brook, suddenly, their weapons are crushed and then they are picked up and thrown into the water. It makes a splash. Anakin hears it, turns and runs toward it. Rex is behind him. They run up to a helmet that is on the ground. They look at it for a moment and Rex picks it up.

REX: This is Lucas's helmet

ANAKIN: This way

Anakin darts off with Rex behind him. Anakin makes it to another clearing with a tree canopy. He stops.

ANAKIN: Something is not right, I can feel it

Anakin looks to Rex and sees that he is alone. Suddenly a scream. Anakin runs to the scream which takes him back to the Transport and Jedi Starfighter.

EXT. YAVIN 4 – FOREST CLEARING - DUSK

ANAKIN: Rex?

He stops in front of the two starships and looks around. He sees Rex who is lying in front of the troop transport.

ANKAIN: Rex, are you ok? What happened?

Rex then gets to his feet, and suddenly the troop transport explodes, killing Rex, Anakin puts his arm up to shield him from the blast. Anakin panics and looks at his starfighter.

ANAKIN: R5!

R5-D7 swivels his head and looks at Anakin. R5 Whistles and then the Star Fighter explodes into a million pieces. R5-D7's head then bounces toward Anakin's feet, destroyed. Anakin looks angry, and looks up at the flames. From beyond the flames he sees a cloaked figure walking toward him. The figure extends his hand and extinguishes the flames in front of him. He walks through and stands at a distance from Anakin, then reveals his face as Darth Maul.

ANAKIN: I'm going to make you pay for what you have done.

MAUL: I hope you are more of a challenge than your former master, I was somewhat disappointed in him.

Anakin removes his cloak and then ignites his light saber, Darth Maul removes his robes and extends his double sided light saber. Maul then attacks Anakin and the two begin to duel.

EXT. YAVIN 4 – DENSE FOREST - DUSK

The duel is intense and goes on evenly matched for a time, but then Anakin is taken off guard and Maul force pushes him against a tree. Maul attacks, and Anakin ducks out of the way just in time as Maul slices through the tree. The tree falls, but the battle continues. Anakin force pushes Maul, but Maul is ready for it. Anakin goes for the attack and Maul grabs debris from the ground and flings them at Anakin, Anakin slices through the debrit. Maul then attacks very aggressively and Anakin backward steps. Anakin continues to deflect, and Maul pushes Anakin again. Anakin drops his light saber, but gets up before being attacked by Maul. Maul then stands and looks at Anakin with his lights saber ready to kill. Anakin then reaches thought he force and gets his light saber and ignites it just in time to block Maul's Attack. The two then jump into a brook. The water is at their feet and they continue to duel. Maul seems to have the upper hand. Anakin then leaps out of the brook to a branch, swings and lands on an upper level.

MAUL: There is nowhere to hide young padawan.

Maul then jumps and attacks, Anakin backs up and eventually the two make it to one of the Yavin Temples.

EXT. YAVIN 4 – TEMPLE - DUSK

There is a long narrow bridge that the two continue to duel on, the Sith leaps over Anakin and continues to press him toward the temple. Anakin turns and runs up the stairs leading to the top of the temple. On the roof, Anakin uses the force and picks up 4 brick sized stones and throws them at Maul with the force, Maul slices through them, then retaliates by using the force and throwing small rocks at Anakin. The rocks are too small to block and then hit Anakin, ripping his cloak, Maul then force pushes Anakin off the temple. Anakin falls hard on the ground, and using the force, Maul drags Anakin's body several meters on the ground. Anakin gets to his feet, and looks up but Maul is nowhere to be seen. Anakin looks angry. For a moment, all is silent. Anakin walks to the main entrance and walks into the temple.

INT. YAVIN 4 – TEMPLE –NIGHT

Anakin can be seen as a silhouette at the entrance, his light saber lighting his way. The temple is pitch black. He walks cautiously into the temple. Then Maul's voice is heard.

MAUL: There is no escape for you padawan…this day is your reckoning.

ANAKIN: I'm not afraid of you.

MAUL: Afraid? …No…I sense much fear in you.

ANAKIN: Show yourself

MAUL: Show your true self. Your thoughts…they are your undoing. They dwell on…. your mother…and…father.

ANAKIN: I shall destroy you.

MAUL: You can't…You do not know how to turn hate, into power. You do not know the true power of the dark side of the force. You don't know the power of fear...

ANAKIN: I do not need fear to destroy you.

MUAL: Fear is my ally. Fear attracts the fearful…the strong…the weak…the innocent…the corrupt.

Anakin continues to look for Maul through the temple.

MAUL: You can't protect her forever..Anakin…in fact..You have fallen right into my master's plan.

ANAKIN: What do you mean?

MAUL: Do you think the Confederates on Muunilinst would give up their position so easily? As we speak our true target now reveals itself.

ANAKIN: You would loose a battle of that magnitude as a simple diversion? I don't believe it.

MAUL: Do not underestimate the power of the dark side. The loss of an entire army is nothing compared to the power of the force.

ANAKIN: Then where is your target?

MAUL: Before me!

Maul then jumps out of the darkness and ignites his dual sided light saber and begins to attack Anakin, the dueling continues and then Maul strikes at Anakin, Anakin deflect and they stand face to face.

INT. SPACE – ALDERAAN ORBIT – MALEVOLENCE - BRIDGE

General Grievous walks toward a command module on the Bridge. Other droids are busy piloting and relaying information.

GRIEVOUS: Charge the Ion Cannon and target the refugee camp at vector 9.2 6 5 3.

GUNNER DROID: Yes, Sir

EXT. ALDERAAN – REFUGEE CAMP – MOUNTAINOUS VILLAGE – PASTURE

A Nerf Herder sits tending his nerfs in the pasture; he looks to the sky, then back at his herd. He whips a small rope and the nerfs move. The camera shifts to the town in the backdrop and a small neighborhood. There is a modest market with a few alien species, and a small house where Shmi lives.

INT. ALDERAAN – REFUGEE CAMP - SHMI SKYWALKERS HOUSE – KITCHEN - DAY

Shmi Skywalker is making tea in her kitchen and looks outside her window at an Italian like street scene. It is peaceful.

INT. YAVIN 4 – TEMPLE –NIGHT

MAUL: As we speak the Malevolence moves into position.

ANAKIN: Where?!

Anakin and Maul continue to duel

MAUL: With the second fleet on Muuilinst, Alderaan is completely vulnerable. It is unfortunate that they harbor confederate traitors…or…at least they did.

Anakin looks scared.

MAUL: Aaaa, There is your fear, now…behold your hate!

ANAKIN: AAAA! (yells)

Anakin attacks and pushes back Maul, Maul keeps on his feet and they continue to duel. Anakin is losing control

MUAL: You can do nothing! Your mother is dead!

ANAKIN: Noooo!

MAUL: confront your anger…Only then can you destroy me!

Anakin becomes violent and attacks Maul with all he has. Maul gets pushed back up a set of stairs. Maul and Anakin continues to duel, and the two are several stories off the ground as they move through an opening and outside. Maul stands poised on the balcony, and as Anakin gets outside, he stops and they both hold their position. Anakin is furious. They stand their looking at each other as rain begins to come down, hissing on their light sabers. It's now poring down rain. They stand poised. Suddenly Anakin leaps at Maul they continue to duel.

INT. SPACE – ALDERAAN ORBIT – MALEVOLENCE - BRIDGE

The Bridge is calm.

GRIEVOUS: Prepare to fire on my mark

EXT. SPACE – ALDERAAN ORBIT – MALEVOLENCE

The Malevolence Ion Cannon charges up and moves into position over Alderaan.

INT. SPACE – ALDERAAN ORBIT – MALEVOLENCE -BRIDGE

GRIEVOUS: FIRE! HAHAHA!

Grievous holds his hand in a fist as the Gunner Droid fires.

EXT. SPACE – ALDERAAN ORBIT – MALEVOLENCE

The Malevolence fires on the planet

EXT. ALDERAAN – REFUGEE CAMP

The Laser Destroys the refugee camp, screen goes to white[51]

EXT. YAVIN 4 – TEMPLE –NIGHT

The Duel Continues, but then Anakin feels the loss of his mother through the force.

ANAKIN: AAA!

He becomes distracted and grief stricken. Maul then takes this opportunity to slice through Anakin's hand. Anakin's light saber goes flying. Then Maul slices through Anakins arm and leg, cutting them off. Anakin falls to the ground and screams in agony. Maul kicks his light saber to the side.

MAUL: How does it feel to be liberated padawan? To know that fear can never plague you again?

Anakin is crying and defeated. Maul then slowly brings his light saber to Anakin's chin.

MAUL: Today, I spare you padawan…for death is a privilege I shall not grant you.

ANAKIN: I'll kill you!

Maul gets in Anakin's face and is angry, he grits his teeth.

MAUL: You will never defeat me. You are weak…(stands back up)...like your father.

Maul then kicks him off the ledge and Anakin falls to the ground from about 3 stories up. He falls and is hurt. Maul looks over the side and retracts his light saber, turns and walks away.

EXT. YAVIN 4 – UPPER ATMOSPHERE –NIGHT

A Republic Troop Transport (RTT) descends from space and land near the wreckage of the CR-20 Drop Ship and Jedi Star Fighter.

EXT. YAVIN 4 – FOREST CLEARING - NIGHT

Obi Wan walks out of the ship followed by Cody and a number of Clone Troopers. Obi Wan sees R5-D7's head and walks to pick it up.

OBI WAN: This is not good. Cody do you have any life signs?

Cody looks at a device in his hands and points.

CODY: One sir, Over there…50 paces

The squad walks into the forest.

EXT. YAVIN 4 – DENSE FOREST – NIGHT

The squad finds Lucas whose helmet is missing and is beat up pretty bad, lying next to a tree. Cody crouches next to him.

CODY: Soldier, what happened?
LUCAS: It…came out of nowhere. Force sensitive sir. (coughs)

OBI WAN: Anakin, Did you see him?

Lucas is apparently on his last breath, and points toward the temple, then gasps, shakes and dies.

CODY: Brave soldier. Corporal, take him back to ship.

A corporal comes up and fireman carries the dead body away. Obi Wan looks toward the temple.

OBI WAN: Anakin is in trouble, let's go.

The squad runs toward the temple.

EXT. YAVIN 4 – TEMPLE – NIGHT

The squad gets to the temple,

OBI WAN: Anakin!

He looks around as his voice echoes in the temple.

OBI WAN: Spread out!

Obi Wan stands near the dark entrance. He then crouches and touches the ground.

OBI WAN: A duel took place here…

Suddenly a call from the distance

TROOPER: He is over here!

Obi Wan and Cody convene and run toward the solder. The solder is crouched over Anakin, who is unconscious, but breathing.

OBI WAN: Anakin!

Obi Wan runs to him, and then crouches next to him.

CODY: (through his communicator) We need a stasis tank here stat!

OBI WAN: (holds Anakin) I was too late! Anakin! Padawan!..(turns) Get that medic here now! (Back to Anakin) Anakin, can you hear me?

The camera moves into Anakin, who is breathing but knocked out. Then the camera pulls back out of the scene. Another trooper runs up with Anakin's light saber, and a medical team is seen arriving.

INT. CORUSCANT – JEDI TEMPLE – INFIRMARY – DAY

Obi Wan and Yoda stand around Anakin who is unconscious in a bacta tank. Anakin's dismembered leg is somewhat connected to his body with cables, but his arm is missing. DD-13 medical droid tends to Anakin who is in stasis. The droid then moves to Obi Wan.

DD-13: (droid talk)

OBI WAN: Will you be able to save his arm as well.

DD-13 (droid talk)

OBI WAN: Then he will need a prosthetic, prepare the operation.[52]

DD-13 (droid talk)

DD-13 returns to his post next to Anakin.

YODA: Good to know recovering, Skywalker is.

OBI WAN: (angry) The Sith entrapped him, he had no idea what he was walking into. Master, you knew he would be tested, but a dual with a Sith Lord…how did we not see this coming?

YODA: Darker, the coming storm grows. I fear the dark cloud of the Sith shrouds us all. In over 700 years of Jedi training, never have I seen a trial of the flesh, such as this.

OBI WAN: If only I had gotten there sooner…If only he would have listened.

YODA: Calm yourself Obi Wan, for this was the will of the force. Strong is Anakin's spirit, and shield him from his destiny forever,…you can not.

The door behind the two Jedi open and Chancellor Palpatine, Mace Windu, and two Republic Guards walk into the room.

PALPATINE: Master Jedi…When I heard of the news I had to come at once.

Palpatine walks close to Anakin who remains unconscious.

PALPATINE: Oh, how horrid a site. Do those confederate dogs have no dignity?

MACE: Apparently not, what kind of militia would annihilate a city on a neutral world? What tactical advantage does it serve?

Palpatine turns to Mace Windu.

PALPATINE: I'm afraid friends, that we are dealing with terrorists...

MACE: Their actions certainly support this theory.

PALPATINE: One thing is for sure, they have struck fear in the Senate. An unwarranted attack as this shall not go ignored. The vote for an influx in clone production will certainly pass.

OBI WAN: More clone troopers will only lead to more bloodshed.

YODA: A lack of Jedi to lead them, there are. Stretched thin through the galaxy we have become.

Palpatine turns to Anakin.

PALPATINE: I know this is not my place, but after his recovery, I believe that Anakin is ready to become a Jedi Knight. Surely no Jedi has had to face such grave challenges and have survived.

MACE: I agree…we need Jedi in the field, and he has proven himself time and time again as a formidable pilot and combatant.

OBI WAN: No, he is not ready…He is impulsive, and brash…and he has to pass his final trial.

YODA: The Trial of the Spirit, when complete, his training will be.

MACE: There have been exceptions before…

YODA: Hmmm…Yes….but uncommon. It is true, strong in the force Anakin has become.

PALPATINE: Master Jedi, I must return to the Senate House. In light of these new threats against the Republic, I'm afraid more troops will be needed. The senate shall vote today.

YODA: Eluded us at every turn, the Sith Lord has. I fear that part of his plan, we have become.

The Chancellor turns and leaves with Mace and the guards. The camera pans into Anakin who remains unconscious.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – SENATE CHAMBER – DAY.

Chancellor Palpatine is addressing the Senate. Senator Padme and C-3P0 stand in her senate floater which is docked with the others. The Chancellor, Mas Amedda, and Mace Windu stand in the center.

PALPATINE: It is my duty to inform you that with a vote of 514 to 135, the bill to increase troop production on Kamino has passed.

There is applause from the senate. Padme and Mon Motha look saddened.

PALPATINE: I do understand that this bill was met with serious reservation from some in the senate, so, it brings me pleasure to inform you that the Banking Clan, along with Kamino's generous offer, have enough capital to fund the entire project. I would like to personally thank the representatives from Munnilinst and Kamino for their sacrifice and patriotism.

Applause is heard from the Senate. Padme sits down in her floater and looks lost.

PALPATINE: A tragedy has occurred on the war front, that not even I would have ever dreamed of. The Confederate army, in a strike of terror, devastated the republic refugee camps on Alderaan….the survivors were few. Over two-hundred thousand have senselessly lost their lives. To the delegates from Alderaan, I send my deepest regret…

Bail Organa stands in his floater with a saddened expression.

PALPATINE: My good people of the Senate, it is with a heavy heart that we must forge further into the heart of war. The Republic must defend itself from the Confederates, who as of late have turned to terrorism in order to strike fear into the Republic ranks….We have all lost a love one in their last unwarranted attack on Alderaan, and I find it increasingly more difficult to negotiate with a force that would attack a defenseless refugee camp with such bloodlust. My good people of the Senate, let me say this now…Let no Republic system be left unguarded from the forces of the Confederacy, and may we pray for a swift victory!

The Senate erupts with applause. Bail sits in his floater, and both Mon Mothma and Padme look defeated. Mace stands with a stoic appearance.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – SENATE HALLWAY – DAY.

Padme, Mon Mothma, and Bail Organa walk down the crowded hallways of the Senate, they are not pleased with the decision. Senator Vrox walks toward the three senators.

VROX: Senator Organa, with such a tragedy on Alderaan, I hope you see why more troops are necessary to protect the Republic Core Worlds.

Bail turns to Vrox

BAIL ORGANA: If you think that this incident will allow even a single clone trooper to step foot on Alderaan, your wrong. Peace is the only option for our world.

VROX: That sounds like the talk of Separatists

MON MOTHMA: No, we are not Separatists, we are Loyalists trying to preserve democracy in the Republic.

Chancellor Palpatine and his entourage are seen slowly walking up the hallway. Including Mace Windu, Mas Amedda, and senate guards.

PADME: If you will excuse us Senator Vrox.

Padme walks toward Palpatine

PADME: After all that, we lost

Palpatine escorts Padme up the hallway, Bail Organa and Mon Mothma walk with them. Palpatine puts his hand on Padme's back.

PALPATINE: I know this decision was most unexpected, I myself don't support it, but…democracy must stand.

PADME: Of course, you're right chancellor.

PALPATINE: Actually, given recent events, perhaps it is for the best. How can we justify fortifying our security here in the Senate if we don't provide reinforcements on the front line?

They stop and look at each other.

PALPATINE: You see, the victory of the clone army, for now, is the only thing that can lead us to peace. Now, Padme…there is a favor I would like to ask of you.

PADME: Certainly Chancellor.

PALPATINE: I have a very busy schedule this afternoon, and I was wondering if you could visit with Anakin Skywalker for me.

PADME: Anakin? Is he back from the field?

PALPATINE: Oh yes my child, have you not heard the news?

PADME: No, what happened?

Palpatine turns to Mace Windu. Mace turns to Padme.

MACE: Anakin was seriously injured in the battle of Munnilinst, but his condition is stable. He is recovering in the Jedi Temple.

PALPATINE: Yes, and I feel that he is in need of a…good friend right now during his recovery.

Padme looks anxious.

PADME: Yes, Chancellor. I will visit him right away.

CHANCELLOR: Thank you.

Padme turns to the senators

PADME: If you will excuse me senators…(nods) master Jedi.

Padme walks off…

INT. CORUSCANT – JEDI TEMPLE – INFIRMARY – NIGHT

Anakin is conscious and sits in a medical pod as a DD-13 droid operates on his hand. Obi Wan sits next to the medical pod.

DD-13: (droid talk)

ANAKIN: Yes I can feel it. (aggravated)

OBI WAN: Now, let the droid do it's job, and thank the force that you're still in one piece.

Anakin holds up his hand, ripping it away from the droids grasp

ANAKIN: You call this one piece?

OBI WAN: Well, almost one piece. What you did out there was very dangerous, attacking a Sith Lord should be left for Jedi Knights, with more experience. Be thankful you escaped with your life.

ANAKIN: I'm sorry Master, but I couldn't let him go. If I could have destroyed the Sith, this war very well could have come to an end.

OBI WAN: Anakin, what inevitably happened?

ANAKIN: I wasn't strong enough…I couldn't take him. (disgusted)

OBI WAN: Patience, Anakin. One day you will be strong enough…and this war will be over.

ANAKIN: I should have had him.

OBI WAN: Anakin…the Jedi council and I agree, that the combat that you endured with the Sith was a trial of the force.

ANAKIN: I failed. (looks down, defeated)

OBI WAN: No padawan, you have passed. You are one step closer to becoming a Jedi Knight.

Anakin looks toward Obi Wan

ANAKIN: How did I pass, I lost the dual, I was seriously injured.

OBI WAN: The trial of the flesh is the most trying of tests, it doesn't require victory, but it requires one to overcome great physical pain, hardship,…and loss.

Anakin hangs his head again.

OBI WAN: I am sorry for the loss of your Mother. She was a good woman with a caring heart. She loved you dearly, and her death was untimely…

ANAKIN: I couldn't save her.

OBI WAN: No one could. Her life and death was the will of the force.

ANAKIN: Do you remember your mother and father?

OBI WAN: I do, mainly feelings more than memories. My parents, I've been told were well off, unlike you, and my force sensitivity was discovered at a very young age.

ANAKIN: How can you live not knowing where they are? Or even if they are still alive?

OBI WAN: Anakin, it is the way of the Jedi to take the vows of poverty, chastity, and obedience to the order. When we are discovered as children, and trained, and become Jedi Knights, we give up our families, and take on new identities for the betterment of the galaxy. You must trust Anakin, for our parents destiny is the will of the force. You were found late in life, and I know that your connection with your mother was a very strong bond. Even Yoda feared that you were too old to begin the training. But look what you have accomplished in such a short amount of time. Anakin, I am very proud of you.

ANAKIN: Why did she have to die? Why couldn't I save her?

OBI WAN: This pain will pass Anakin, you must trust that all your tribulations are the will of the force.

ANAKIN: If only I was stronger, I could have stopped him…Master, we must find and destroy the Sith. Too many have had to suffer because of this war, and it is time for us to bring it to an end.

OBI WAN: Not so fast, young padawan. I have decided to give you leave, and time to recover. You're in no shape to return to the battlefield.

ANAKIN: But Master…

OBI WAN: No Anakin. You must take this time to meditate, recover physically and collect yourself mentally. The war can go a few revolutions without you. Now gets some rest, that's an order.

ANAKIN: Yes Master.

Obi Wan stands up and walks out of the room. The medical droid keeps on poking at Anakin's hands.

DD-13: (droid talk)

ANAKIN: Yes I can feel that too.

The droid pricks him and apparently brings more pain to Anakin than before.

ANAKIN: Aaah! Droids!

Anakin then force pushes the droid across the room and wrecks it into a wall full of medical supplies. He sits for a moment and looks at his robotic hand. The door opens and the white protocol droid I-3PO walks in the room.

I-3PO: Master Skywalker, you have a….

I-3PO looks around the room at the mess, and is taken aback by the DD-13 droid who is still laying on the ground groaning.

I-3PO: Oh my…

ANAKIN: I do not wish to be disturbed.

I-3PO: I'm sorry Master Skywalker, but it is Senator Amidala, she says it is urgent that she sees you.

ANAKIN: Padme? Why didn't you tell me, send her in immediately.

I-3PO: Right Away

I-3PO exits the room and Anakin sits up in his bed, grits his teeth a little due to the pain, and waits to see Padme. Padme then enters the room alone and runs to the bedside. The japore snippet Anakin gave her is around her neck.

PADME: Anakin! I came here as soon as I heard what happened!

She looks at his robotic hand, then holds it.

PADME: Oh no, Annie…What did they do to you out there?

She begins to cry a little, Anakin then puts his arm around her

ANAKIN: Now everything is fine. This new hand is even better then the last one I had.

PADME: You're mother Anakin…I'm so sorry. All those innocent people killed...will this war never end before it kills us all?

Anakin is silent, and turns…

ANAKIN: I know I could have saved her. Why did she have to be on that infernal planet?

PADME: Sometimes there are things no one can fix. You're not all-powerful, Annie

He turns his head

ANAKIN: (more angrily) I should be. Someday I will be…I will be the most powerful Jedi ever. And I will put this war to an end.

PADME: Anakin…

ANAKIN: (forceful) It's Obi-Wan…He's jealous. He knows I'm already more powerful than he is. He's holding me back.

PADME: Anakin, what's wrong?

ANAKIN: I wasn't strong enough. I couldn't defeat the Sith…I couldn't save my mother.

There is a silence for a moment, then Anakin breaks down, sobbing. Padme takes him into her arms.

ANAKIN: I must destroy him….I can never forgive the Separatists. I hate them...I'm so angry.

PADME: To be angry is to be human.

ANAKIN: To control your anger is to be a Jedi. A Jedi should not seek revenge…

PADME: Ssshhh…you're human Anakin.

Anakin weeps, Padme cradles him in her arms, and the scene pulls out.

INT. –CORUSCANT – CLONE HEADQUARTERS - HALLWAY – NIGHT

Obi Wan is walking briskly down a corridor, clone troopers jog by him along with officers and other clone personnel. Two soldiers stand on guard by the door and acknowledge Obi Wan. He walks toward a door that slides open as he approaches.

INT. –CORUSCANT – CLONE HEADQUARTERS - TACTICAL ROOM – NIGHT

Obi Wan walks into the tactical room which is displaying a hologram of Kit Fisto inside a clone armored transport that is under attack. He is being thrown about and he holds on to a console to keep his balance. In the tactical room stands Mace Windu, Admiral Tarkin, and Commodore Wullf Yularen around the hologram. Two clone naval officers sit at their stations relaying information.

FISTO: It's a massacre down here, the Confederates had to know we were coming. They knew exactly where to find us. Only one ship has made it off planet safely, three others were destroyed upon entering our landing coordinate. The rest of us are boxed in. I don't know how much longer we can hold out. We need reinforcements immediately.

YULAREN: The seventh fleet is on their way to your location now, try to hold on Master Jedi.

FISTO: Hurry, the d…(the transmission then flickers out)

OFFICER: We lost the transmission

WINDU: Pinpoint their last known position.

Obi Wan now walks up

OBI WAN: What's going on? The mission was compromised?

TARKIN: It's Mon Cala, our men were ambushed as soon as they landed.

OBI WAN: That's impossible. This mission was top secret…

WINDU: It must be the saboteur, there is no doubt of it.

Just then Commander Cody walks into the Tactical Room with a tablet.

CODY: Master Kenobi, I believe we're on to something.

OBI WAN: Go on Commander

CODY: The Mon Cala attack was a top secret campaign, there is no way the Separatists could have known about the assault unless they had inside information. We slotted the attack for a level 13 classification.

Cody walks up to a holo-display and raises the attack plan.

CODY: The Mon Cala campaign was a submersive attack, the objective was to liberate the Mon Calamari from the Quarren. This was to be a surprise attack, the Mon Calamari were not even privy to our tactical information. Eight P-C Frigates were to enter the atmosphere here (he points to section of the map) to avoid detection from the Quarren. As of 0 200 there were no Confederate ships in this sector. As soon as our frigates left the clone ship yards, the Confederates must have moved into position here to box the transports in as they entered the ocean. They knew exactly where we were going to be. Given the clearance level of this mission, and the timing of the Confederate fleet movement, we can come to a certain conclusion.

OBI WAN: And that conclusion would be?

CODY: The only people who knew of the attack in time for the Confederates to move into position are our men presently engaged on Mon Cala and those who are standing in this room, sir.

Obi Wan looks toward Mace Windu. Mace looks back to Obi Wan, and then to the two clone naval officers.

WINDU: I want everyone in this room detained for questioning, however I think before we start making accusations of treason, we should take a closer look at the personnel on those transports.

OBI WAN: Curious that only one ship was able to withdraw from the fighting. Cody, what is the number of that transport?

CODY: 25-4D, Sir.

OBI WAN: Bring up a personnel register.

A list of names and ranks appear on the screen.

OBI WAN: Now cross-reference the personnel who were involved in the battle of Concordia.

An additional list of names and numbers are brought up and cross-referenced.

OFFICER: Brigades 125, 320, 784, and 1020.

OBI WAN: I don't believe that our saboteur would sacrifice his life for this mission. Would it be possible that he relayed to the enemy which transport he was on in order to be allowed to escape?

CODY: It would be difficult, but I believe it could have been done.

WINDU: Order all transports to rendezvous at Coruscant dock 12B for on board debriefing. I want no one on or off those ships.

TARKIN: And do not alert them to our plan. Assemble a team to board as soon as they are docked. In the meantime, let's get our men out of there.

CODY: Yes sir.

INT. CORUSCANT – JEDI TEMPLE – INFIRMARY – DAY

Anakin sits in his bed. A window is open and traffic is seen in the distance of Coruscant. Droids are working in the background. The door opens and in walks Padme. She is carrying some exotic flowers. She walks to Anakin's bedside.

PADME: I got you some flowers from the market to cheer your day up.

ANAKIN: (looks kind of curious) Thank you Padme, I don't remember the last time someone got me flowers.

Padme puts the flowers in a vase next to the bed.

PADME: How are you feeling this morning?

ANAKIN: I feel better…but I still feel, lost.

PADME: I understand your sentiment, my whole life I have put so much confidence in the Senate, only to find out that maybe I was mistaken. I'm beginning to loose faith in it…

ANAKIN: You shouldn't loose faith in the Republic.

PADME: I was so disappointed in the passing of the bill for more troop production…I just feel like…I'm powerless, and responsible for starting all of this.

ANAKIN: I promise you, as soon as I'm healthy, I will do everything in my power to end the war.

PADME: When will you be released?

ANAKIN: Today, I hope. My leg is still a bit sore.

PADME: I have an idea,…let's get away from here. I think it will be good, for the both of us, to escape for a few days.

ANAKIN: What do you have in mind?

PADME: My sister is getting married off world. I'm scheduled to leave tomorrow, and it would certainly make me feel much safer if I had a Jedi escort.

ANAKIN: Are you asking me to be your escort, or your date?

PADME: Maybe both?

ANAKIN: Where is the wedding taking place?

PADME: Tatooine, near Anchorhead

ANAKIN: Tatooine, in the outer rim? Why is she getting married that far away from the core planets?

PADME: Beru has always loved solitude, and she doesn't share my interest in politics. The war also scares her and her fiancé, they want no part in it. She tells me that Tatooine is quite beautiful, and they plan on living there….Would you be interested in joining me?

ANAKIN: It would be my pleasure senator.

PADME: Wonderful, we leave tomorrow morning, could you meet us at the Naboo Consulate landing platform?

ANAKIN: I'll be there.

Padme leans over and kisses Anakin on the forehead, and speaks softly.

PADME: Thank you Annie.

The two look deep into each other's eyes. Just then I-3PO enters the room.

I-3PO: You will be happy to know Master Skywalker that you are now free to leave the infirmary, just remember to follow your medical instructions and be gentle on your leg and hand.

The two back away from each other in embarrassment.

ANAKIN: Thank you, (he turns to Padme) I will see you tomorrow then?

PADME: Yes, yes you will.

Padme stands up and walks past I-3PO towards the door.

EXT. SPACE –25-4D PELTA-CLASS FRIGATE

The Clone Trooper Transport zooms through space.

INT. HYPERSPACE – 25-4D PELTA-CLASS FRIGATE – BRIDGE

The bridge is calm, the clone captain known as Silver stands at his command post. Pilots and navigators are at their positions. A hologram comes up in front of the captain of Commodore Wullf Yularen.

SILVER: Admiral, it was a trap, the confederates were waiting on us.

YULAREN: Indeed, this loss is on high priority Captain, I assure you. Rendezvous with frigate 24-3A who is at your stern 14 parsecs, then proceed to Coruscant. There will be an on board debriefing at docking port 12-B.

SILVER: How many of us escaped?

YULAREN: Only you and one other.

Silver slams his hand on the console.

SILVER: Damn it. Those were some good men sir.

YULAREN: I know Captain, this is a great loss. Return immediately.

SILVER: Admiral, our hyperspace manifold was damaged in the attack. By my calculations, it will be 19400 before we will be able to rendezvous on Coruscant.

YULAREN: We're sending in escorts, should be there soon. Good luck Captain.

The hologram dissipates and Silver hits a few buttons. The camera then backs up to one of the navigators on the bridge. Navigator Cassius turns to look at the Captain, then turns back to his position and hits a few buttons on the console.

EXT. CORUSCANT – SENATOR LANDING PLATFORM – MORNING

Traffic whizzes by the landing platform on which seats the Sovereign Wing. Outside the ship Captain Typho and two Naboo security men stand beside the ship, along with R2-D2 and R4-P17. Next to the ship is Anakin's Jedi Starfighter. Anakin walks up the ramp on to the landing platform. He is now wearing a black cloak instead of a brown one, but still has Padme's scarf around his neck. The camera focuses on his hand and the mechanics of the hand can be heard as he moves it. Padme, in a long flowing dress, then exists the Sovereign Wing as Anakin approaches. She is wearing Anakins Japor snippet

PADME: Glad to see you back on your feet Master Jedi.

ANAKIN: Glad to be back on them. The Sovereign Wing, how did you talk Naboo into letting you keep her?

PADME: I still have a little pull around here.

ANAKIN: I can see that.

TYPHO: Welcome Master Jedi, it is good to know you will be with us to escort the Senator to Naboo. I took the liberty of inputting the coordinates into your R2 unit.

ANAKIN: (looks to the red R4-P17) And who do we have here? (he looks at the droid closely)

R4-P17: (chirps at Anakin)

ANAKIN: R4 is it? (looks back to Typho) Thank you captain. It is my honor to protect the Senator once again.

PADME: Then shall we be off?

R2-D2: (whistles)

R2-D2 then turns and goes up the ramp of the Sovereign Wing

ANAKIN: Someone is ready to go.

The group laughs.

PADME: See you on Tatooine.

ANAKIN: Looking forward to it

The group then turn and go to their respective ships.

EXT. ORBIT - CORUSCANT – SOVEREIGN WING AND ANAKINS STARFIGHTER

The two ships then exit orbit and fly off into space.

INT. CORUSCANT – JEDI TEMPLE – YODA'S QUARTERS – MORNING

Yoda sits and mediates, the blinds in the room cast shadows from this window. The room is quiet. A door bell tolls.

YODA: Enter

The door opens and Obi Wan stands before the Jedi Master.

YODA: Come Obi Wan, sit.

OBI WAN: Yes Master

Obi Wan enters the room as sits next to Yoda in a meditative position.

YODA: Anxiety, I sense in you my former apprentice. Why have you come?

OBI WAN: Master, I have concern over the saboteur in our midst.

YODA: So certain are you, that this spy is among us?

OBI WAN: Ever since the battle of Concordia, I have had a sense that the spy is very close to us.

YODA: You believe this spy to be a Jedi? Hmmm.

OBI WAN: I'm not sure

YODA: More than a spy that you seek…but a traitor.

OBI WAN: I sense he will betray us all.

YODA: hmmm. Hard to see the future is…

OBI WAN: What do you sense from Master Windu?

YODA: Ohhh! Ready to turn on the Council you are?

OBI WAN: No Master, I mean no disrespect, but it would put my mind at ease if I knew he had your support. It would seem that he has a prime tactical advantage to relay information to the enemy…if he chose to do so. He is also in direct contact with the Chancellor on a daily basis.

YODA: Suspicions, left to run wild they have. The Sith desire confusion in our ranks. If Windu sought to destroy the Chancellor, done so already, he would have. Agreed, things are not as they should be, but to leap to conclusions, you should not. Patience Obi Wan …Always in motion the future. Concentrate on the here and now…Your brother Jedi, you must trust, or this war, we have already lost.

OBI WAN: Yes Master.

EXT. ORBIT - TATOOINE – THE SOVEREIGN WING AND ANAKIN'S JEDI STARFIGHTER

The Two ships fly into the Tatooine orbit, the desert planet, and begin their descent into the planet.

INT. ORBIT - TATOOINE – THE SOVEREIGN WING – BRIDGE

Captain Typho, pilot Ric Olie and a Naboo Navigator are at the bridge as the ship enters Tatooine orbit.

TYPHO: This is the Naboo space cruiser, Sovereign Wing requesting landing

Lonae, a very graceful and quiet Kumumgah female, appears at the controls.

LONAE: Sovereign Wing, we have been expecting you. I am transmitting your landing coordinates. I apologies for the distance, but the moisture farmers are concerned that the large ships will disrupt their harvest. Owen is expecting you at the space port.

TYPHO: Your coordinates are received; we are starting our approach vector.

The image of Lonae disappears.

EXT. ORBIT - TATOOINE – THE SOVEREIGN WING AND JEDI STARFIGHTER

The two ships descend into the atmosphere of Tatooine. They bank together and fly over the desert. They finally arrive at a small landing platform where a few large ships are docked. They glide into one of the open air landing ports and land. Anakin gets out of his ship first and a ramp descends from the Sovereign Wing. Typho and two guards exit the ship. Anakin walks up to them.

EXT. - TATOOINE – GREAT CHOTT SALT FLAT - SPACE PORT - THE SOVEREIGN WING AND JEDI STARFIGHTER - DAY

TYPHO: Not much to see here, curious that the senator's sister would want to be married here instead of Naboo.

R2-D2 then rolls out of the space dock chirping and beeping.

ANAKIN: (looks around and places his hand over his eyes to block the sun) I don't know,…there is something about this place.

Padme then exits the Sovereign Wing.

PADME: It's so bright here.

Just then a youthful Owen Lars walks up to the landing party.

LARS: Padme! So good to see you again!

PADME: Owen

The two talk up and hug each other

LARS: Who are your friends?

PADME: This is Captain Typho and Anakin Skywalker, my escort.

She points out the two men, and then introduces Lars.

PADME: Gentlemen, this is Owen Lars, soon to be my brother-in-law.

ANAKIN: Pleasure to meet you

LARS: The pleasure is all mine, thank you so much for coming, and sharing this time with us. I know you must be quite busy, and it means so much to have you all here.

The ceremony is tomorrow night, but we would love it if you would stay the evening at our home. It's modest, but it would bring Beru much happiness to have her family close.

PADME: Of course, thank you. Have my parents arrived?

LARS: Yes, they have been here for two days already. We can take my T-16 over to the farm, but it only seats three.

PADME: That will be fine, Typho and the guards can stay with the ship, I think I have enough protection with Anakin here.

TYPHO: As you wish Senator.

LARS: Anakin, are you with Naboo security?

ANAKIN: Not directly, I am a Jedi Padawan, however the Senator will be in my care for this outing.

PADME: He will also be carrying my things

One of the guards then passes Padme's bags to Anakin.

LARS: Very interesting. I've never met a Jedi before; I'm honored to have you here.

ANAKIN: Thank you.

LARS: Shall we be off then? Beru is excited to see you.

Anakin yells over to R4-P17

ANAKIN: R4 watch the ship, notify me if we get any transmissions from Coruscant.

R4: (whisle)

Lars, Anakin, and Padme then walk off the landing platform. The Skyhopper is seen in the distance.

EXT. ORBIT - TATOOINE – GREAT CHOTT SALT FLAT - T-16 SKYHOPPER – DAY

They get to the Skyhopper which is landed with its wings folded up.

LARS: It's a little tight, but we'll make it alright.

Lars opens the hatch, and lets the two in first. There is a single pilot's station and two fold down seats behind him. It is a very small ship.

INT. - TATOOINE – GREAT CHOTT SALT FLAT - T-16 SKYHOPPER – DAY

The Skyhopper flies over the desert terrain.

ANAKIN: Interesting speeder you have here.

OWEN: It's my skyhopper, I use it to dust crops and fly into town mainly. We can't fly large vessels over the moisture farms, they stir up the atmosphere and wreak havoc on our vaperators.

ANAKIN: What type of crops do you grow?

OWEN: Were growing Tanga root mainly…

Owen looks out the window and points

OWEN: You can see the roots beginning to grow in the sand, but they won't be ready to harvest until the spring. Believe it or not, it's actually winter right now.

Padme opens her eyes in surprise, Owen Laughs.

ANAKIN: You must really love your work here.

OWEN: It's a simpler life then most people are used to, but yes, it brings me much joy. It's also nice to be away from the war. No one would ever fight over Tatooine. Here we are…

Owen touches some controls and the speeder begins to descend.

EXT. – TATOOINE – GREAT CHOTT SALT FLAT – LARS HOMESTEAD – SKYHOPPER - DAY

The Skyhopper folds it's wings up, and then lands outside of Owen Lars' Homestead. The hatch opens and the three exit the ship. Anakin is carrying Padme's bags.

OWEN: We have a humble home for a senator, I hope you don't mind.

PADME: It's perfect, thank you for your hospitality.

OWEN: Well, everyone is waiting on us inside, let's make a grand entry shall we

The three then walk into a small door that sticks out of the ground

INT. – TATOOINE – GREAT CHOTT SALT FLAT – LARS HOMESTEAD – COURTYARD – DAY

The three walk through an open atrium area that connects most of the rooms together. They walk up some stairs and the sound of conversations can be heard.

INT. – TATOOINE – GREAT CHOTT SALT FLAT – LARS HOMESTEAD – DINING AREA - DAY

In the dining room there is Beru Amidala, Padme's sister; Ruwee Amidala, Padme's Father; Jobal Amidala, Padme's Mother. The table is set and they are setting food for dinner. [53]

BERU: Padme, so glad you could make it

PADME: I wouldn't miss it for the galaxy

The two embrace. Jobal walks up to the couple.

JOBAL: My two wonderful daughters, the family is together at last.

The three hug each other. Ruwee stands across the table

RUWEE: How is my little Queen?

Padme looks over to Ruwee.

PADME: Papa, I'm not the queen anymore.

RUWEE: Well can this old man get a hug from a Senator then?

Padme goes to her father and the two hug each other. Owen goes to Beru and the two kiss and hung each other.

RUWEE: And who is your friend here?

PADME: Everyone, this is Anakin Skywalker, Jedi Padawan. (Motions to her sister and parents) This is my sister Beru, my mother and my father.

RUWEE: Please, call me Ruwee.

ANAKIN: Hello

JOBAL: Well you two have made it just in time for dinner. Are you hungry Anakin?

ANAKIN: A little

PADME: Don't be humbled, we're starving

RUWEE: Well you've come to the right place at the right time, shall we?

Everyone then sits at the table and begin to pass around the food.

JOBAL: Honey, it is so good to see you safe, we have been worried

RUWEE: Dear

JOBAL: I know, I know but I had to say it, now it's done.

BERU: You know Anakin you're the first boyfriend, my sister has introduced to the family.

PADME: He's not my boyfriend, Anakin is a friend, we've known each other for years. He is my Jedi escort to protect me

JOBAL: A body guard, Oh Padme, they didn't tell us it was that serious

PADME: It's not, I promise. I'm not in any danger mom.

RUWEE: Is she? (to Anakin)

ANAKIN: Not anymore than any other republic senator. The galaxy is at war, and we need to be cautious when transporting republic dignitaries.

OWEN: The galaxy is a dangerous place right now, all because of greed…a war fought over greed and power, and when it's all said and done, the galaxy will be a cold place to be, that is why we moved to the warmest place in the galaxy, right Beru?

BERU: That's right, not even Naboo is safe from the conflict.

PADME: I believe that Naboo is precious, and worth fighting for.

ANAKIN: I do as well. When I first started my training I was homesick, very lonely. But I always felt better when I spent time on Naboo. I've been to many planets, and none are as beautiful.

RUWEE: (to Padme) I remember the first time you saw the capital city.

JOBAL: You were so young, just infatuated with the waterfalls.

PADME: I thought they were so beautiful. The way they shimmered in the sunlight, and the way the air always smell of flowers. I never dreamed that one day I would be living in the palace.

OWEN: Did you dream of politics when you were a little girl?

PADME: No that's the last thing I thought of. I wasn't the youngest queen elected, but looking back I don't think I was old enough. I'm not sure if I was ready.

RUWEE: Well I for one think you did a wonderful job.

JOBAL: And the people attempted to amend the constitution so you could stay in office.

ANAKIN: I agree, you successfully protected the planet from an invasion force.

PADME: Yes, but war was the last thing I wanted…I was relieved when my two terms were up, and was ready to be done with politics. But when the queen asked me to serve as senator, I couldn't refuse her, and I do want to help in bringing this awful war to an end….

RUWEE: Now then, why don't we lighten the mood. Owen, will you regale us with the story of how you and Beru met? I mean that is why we're here right?

JOBAL: Please do, it's so romantic

OWEN: Well I first met Beru on Naboo, I was there working during reconstruction in Theed, I thought I could have been of some help. My apartment was across the way from the Amidala's, and every night after a hard day's work I would hear the most beautiful sounds coming from their home. (he looks to Beru)

BERU: I played the clarinette on Naboo, and was preparing for a concert with the Theed Sinfonietta.
JOBAL: It was one of the best musical organizations in Theed.

OWEN: And I knew nothing of music, but it was so enchanting.

BERU: Every night after my rehearsal, I would find a lily blossom on my windowsill. I was flattered of course.

OWEN: So I found out when her concert was going to be and bought a front row ticket.

BERU: After the concert he gave me a bouquet of lily blossoms, and asked me on a date.

OWEN: We were together from then on…

ANAKIN: So why did you decide to make your home on Tatooine?

OWEN: Well I am from Tatooine. My father was a farmer as well. I tried to leave Tatooine, worked some odd jobs on several planets until I met Beru, but the farm kept on calling me home.

BERU: And when the war began to spread to the Mid Rim, I was happy to move with Owen. What can I say, I love him.

OWEN: Yes, it is a simpler life out here, but Tatooine has its share of beauty as well. Like at Beggars Canyon.

BERU: That is where the ceremony will be tomorrow evening, in a traditional Kumumgah ceremony.

OWEN: The Kumumgah are the native species to the area, and have lived here for thousands of years. My family always held their ways with high respect.

JOBAL: I think it's beautiful.

RUWEE: Indeed, well I always admire a man who values hard work. We are a very fortunate family, and more blessed now that Owen is becoming a part of it. That good fortune should not be taken for granted, and so we try to share and try to help others. It is our way of saying that we do not think ourselves entitled to that which we have, but rather, that we feel blessed beyond what we deserve. And so we share and we work, and in doing so, we become something larger than ourselves, and more fulfilled than one can become from idly enjoying good fortune. May I raise a toast to Owen and my lovely daughter Beru. May the force be with you both tomorrow and the rest of your days.

Everyone then lifts his or her glasses and toast.

INT. – TATOOINE – GREAT CHOTT SALT FLAT - OWEN LARS HOMESTEAD – COURTYARD – NIGHT

Owen leads Padme and Anakin up set of stairs in the Courtyard. It is dark.

OWEN: I hope you two don't mind, but you will need to share a room together.

Padme looks surprised

ANAKIN: It will be fine, I can sleep on the floor.

OWEN: I already took the liberty of laying out a pallet.

The group makes it up the stairs and they open a door to the small room with a fireplace.

INT. – TATOOINE – GREAT CHOTT SALT FLAT - OWEN LARS HOMESTEAD – BEDROOM – NIGHT

PADME: This will do fine, Owen, thank you for your hospitality.

OWEN: It's my pleasure

PADME: Now if you two will excuse me for a moment, I will prepare for bed.

ANAKIN: Of course.

Padme closes the door to the bedroom and Owen and Anakin walk to a railing overlooking the courtyard. The Blue Moon fills the area with light.

ANAKIN: So tomorrow is your big day, congratulations.

OWEN: Thanks, I really am a lucky man, Beru is the perfect match for me. She is charming, beautiful, talented…and for some reason puts up with me. (laughs)

ANAKIN: Well you have a lot to offer. This is quite a place you have here,..it's so peaceful.

OWEN: One of the reasons I like it out here. Have you ever been this far out?

ANAKIN: No, I haven't. I only go where the Jedi order sends me. And recently it is into battle, this is the first vacation I have since I became a padawan learner.

OWEN: It must be difficult having sworn your life to the Jedi…not having the freedom to visit the places you like…

ANAKIN: Or be with the people I love.

OWEN: Are you allowed to love? I thought it was forbidden for a Jedi.

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

Just then the door to the bedroom opens in the background. Padme appears at the door in her sleeping attire which is somewhat revealing. The two look over to Padme. Owen looks back to Anakin.

OWEN: Why don't I take you on a tour of the farm in the morning? The girls have a lot to do to prepare for the ceremony, and I've been instructed to make myself scarce until tomorrow night.

ANAKIN: I'd like that.

OWEN: Great, then I'll see you two in the morning. Good night.

PADME: Good night.

Owen walks off and Anakin approaches Padme at the door. The two enter and close the door.

INT. – TATOOINE – GREAT CHOTT SALT FLAT - OWEN LARS HOMESTEAD – BEDROOM – NIGHT

Padme walks to the bed and sits on it. Anakin looks at the pallet on the ground and then to Padme. The room is dim.

ANAKIN: I've never spent the night with a woman before

PADME: Anakin, It's ok. I won't bite you.

Padme lays down and puts the covers over her. Anakin then lays down on the pallet on the ground.

ANAKIN: Light years away from the Jedi Temple and I can still feel Obi Wan breathing down my neck.

PADME: What do you mean?

ANAKIN: I just don't think he would approve of this sleeping arrangement.

PADME: Obi Wan's council is sound, but don't worry. I respect the vows you have made Anakin. They show how strong your character is, and I want you to be happy and true to yourself.

ANAKIN: It gets old though, Obi Wan is overly critical of me, and he doesn't trust me.

PADME: Mentors have a way of seeing more of our faults than we would like.

ANAKIN: Don't get me wrong…Obi-Wan is a great master, as wise as Master Yoda and as powerful as Master Windu. I am truly thankful to be his apprentice. Only…although I'm a Padawan learner, in some way…a lot of ways…I'm ahead of him. I'm ready for my final trial, but he feels that I'm too unpredictable.

PADME: That must be frustrating.

ANAKIN: It is, but so is my destiny. Sometimes we have to let go of our pride and do what is required of us. One day I will be one of the most powerful masters of the force the galaxy has ever seen…I must see through my training.

PADME: You have changed so much Anakin.

ANAKIN: You haven't changed a bit. You're exactly the way I remember you when I met you on Mandalore. Well,…less the queenly grandeur. I like you better this way.

PADME: I like you better this way as well…Anakin…I'm so sorry about your mother…you are so brave. If I lost my mother, my life would be shattered.

ANAKIN: I think about her every hour of every day…I miss her. I used to be able to feel her through the force…even though she was so far away. Now I feel nothing but emptiness…but when I am around you Padme, I don't feel alone.

PADME: You will never be alone as long as I live.

ANAKIN: I love you Padme.

PADME: I love you too…

The two remain in their separate beds and drift off to sleep.

EXT. SPACE – CORUSCANT ORBIT - 25-4D and 24-3A PELTA-CLASS FRIGATE

25-4D and 24-3A Pelta-Class Frigate approaches Coruscant with four V-19 Torrent fighter escorts. 24-3A looks as if it has received extensive damage. The ships descend into the upper atmosphere.

EXT. CORUSCANT UPPER ATMOSPHERE – CLONE SPACEPORT - 12-B

The spaceport is enclosed and floats above Coruscant. The ships float into the docking area, along with the escort ships.

INT. CORUSCANT UPPER ATMOSPHERE – CLONE SPACEPORT - 12-B

The two ships come to rest. Standing in front of the two ships on the landing platform are Obi Wan Kenobi and Mace Windu, both standing with a compliment of clone troopers. Obi Wan stands in front of 25-4D with Commander Cody to his side and Mace in front of 24-3A with Commander Toby. There is a medical team standing by. The ships come to a complete stop and Kit Fisto races out of the ship with two injured soldiers.

KIT: These two men need immediate attention!

The medical team runs up to the two soldiers and tends to their medical needs.

MACE: Master Fisto, stay with these two men. I need to inspect your ship.

KIT: Trust me, you won't like what you see. Twelve dead, several insured. It was an ambush.

MACE: I'm not looking for your dead.

25-4D's ramp lowers and Obi-Wan's team approaches the ramp.

OBI-WAN: Prepare to be boarded

A clone guard stands at the entrance in the interior of the ship.

CLONE GUARD: Jedi on board!

INT. CORUSCANT UPPER ATMOSPHERE – CLONE SPACEPORT 12-B - 25-4D PELTA-CLASS FRIGATE – MAIN ENTRANCE

Obi Wan and his clone troopers enter in the ship. Captain Silver walks up next to the Clone Guard.

SILVER: Jedi Master Obi Wan, how may I be of service?

Obi Wan looks toward the captain, and stares at him for a moment.

OBI WAN: Captain, how many are in your compliment?

SILVER: 259, sir.

OBI WAN: Including yourself?

SILVER: 260.

OBI WAN: All present and accounted for?

SILVER: Yes Sir.

Obi Wan turns to one of the clone troopers

OBI WAN: Guard the door, I want no one on or off this ship without my permission. Lock down all exits. Is that understood?

CLONE TROOPER: Yes sir!

OBI WAN: Captain, return to the bridge. I want all personnel at their posts, ready for inspection.

SILVER: Yes sir.

INT. CORUSCANT UPPER ATMOSPHERE – CLONE SPACEPORT 12-B - 25-4D PELTA-CLASS FRIGATE – CLONE BARRACKS

Obi Wan walks through the individual clone barracks on the ship. Each barrack has 4 clones who stand at the front of each barrack. Cody stands behind Obi Wan and keeps count of each soldier with a recording device. Obi Wan walks slowly past each soldier, as if he is reading their minds. The room is quiet, Obi Wan reaches the end of the row and stares down the last trooper, then turns to Cody.

OBI-WAN: I want full scans of each of their quarters. If anything is out place, I want to know about it.

CODY: Right away, sir.

OBI-WAN: I have not sensed the spy yet…who is left on board?

CODY: This is the last barrack of the ship. Everyone accounted for accept for the bridge crew and the galley.

OBI-WAN: Then the bridge is our next stop.

INT. CORUSCANT UPPER ATMOSPHERE – CLONE SPACEPORT 12-B - 25-4D PELTA-CLASS FRIGATE – BRIDGE

The Bridge is quiet, suddenly the door opens. Obi Wan walks in with several armed troopers behind him including Cody.

SILVER: Jedi on the Bridge!

The bridge crew then stands. Including Navigator Cassius. Obi Wan then walks around the bridge, using the force to sense the spy. He eventually gets to Navigator Cassius, he stops and examines the Navigator through the force.

OBI WAN: Aren't you a little short for a clone trooper?

The Navigator then looks to get a little nervous.

CASSIUS: I always was a little shorter than my brothers.

OBI WAN: What is your name and rank navigator?

CASSIUS: CC-2245, Navigator, second class, sir.

CODY: What do you go by, Navigator? I was in CC Class. I don't remember you.

CASSIUS: Cassius, sir.

CODY: There was no Cassius in CC Class. (draws his weapon on the soldier) Kenobi, I suggest we take Cassius here in for further inquiry.

OBI WAN: Agreed.

Suddenly Cassius panics and quickly moves to the controls of the ship.

CASSIUS: Back off!

The solders all draw on him, Obi Wan stands center.

CASSIUS: I have this ship programmed for a collision coarse to the surface, lower your weapons or thousands will die.

OBI WAN: Everyone lower your weapons!

The troopers comply, and Obi Wan then raises his hand toward Cassius.

OBI WAN: It's ok, we will not hurt you.

CASSIUS: I want everyone off this ship now, including you Jedi!

OBI WAN: You don't want everyone off the ship.

Obi Wan begins to control the Navigator's mind. His logic begins to fade.

CASSIUS: I…don't want..everyone off the ship.

OBI WAN: You want to move away from the ship controls.

CASSIUS: I want to…move away from…the ship controls.

Cassius slowly walks away from the controls.

OBI WAN: You want to put these binders on your wrists.

Obi Wan extends his other hand with a binder in it.

CASSIUS: I…I want to put these binders on my wrists.

Cassius then puts the binders on his wrists. Obi Wan approaches Cassius and clamps down the binders and locks them.

OBI WAN: Now, that wasn't so bad was it.

CASSIUS: No, It wasn't.

Obi Wan then turns to Cody

OBI WAN: Let's get him to the brig. I believe we have found our saboteur.

CODY: Always nice to have a Jedi around.

Three clone guards then walk the prisoner to the brig and off the bridge. Obi Wan then turns to Captain Silver.

OBI WAN: Captain, We need to rendezvous for a prisoner transfer to Clone Base AA on the surface.

SILVER: Yes sir

Obi Wan then turns to the communicator.

OBI WAN: Contact Mace Windu. He should be on the neighboring ship.

A hologram of Mace appears in the center of the room.

MACE: You found something?

OBI WAN: I think so. I have a Navigator that goes by Cassius in custody. We will rendezvous on the surface as planned.

MACE: Hold your investigation Obi Wan, until we consult the council.

OBI WAN: Understood. Kenobi out.

The image dissipates

OBI WAN: Take off immediately Captain, I'll be in the brig with our guest.

Obi Wan turns and leaves the bridge.

INT. CORUSCANT UPPER ATMOSPHERE – CLONE SPACEPORT - 12-B

25-4D Pelta-Class Frigate then floats up and exits the spaceport.

INT. CORUSCANT UPPER ATMOSPHERE – CLONE SPACEPORT 12-B - 25-4D PELTA-CLASS FRIGATE – BRIG

Obi Wan walks up to Cassius's cell, he sits quietly. Four guards are standing by. Obi Wan talks to the guards.

OBI WAN: You're dismissed.

The four guards leave the room. Cassius looks to Obi Wan

CASSIUS: You'll never get anything out of me.

OBI WAN: Now Cassius, if that's your real name, we can do this the easy way or the hard way.

CASSIUS: I'll never talk Jedi!

OBI WAN: Let's start with an easy one. (raises his hand) What is your name?

Cassius seems to struggle…

CASSIUS: No…

OBI WAN: What is your name?

CASSIUS:….Zam…Wesell…

OBI WAN: I sense that you are not yourself…You want to show me something…

ZAM (CASSIUS): (turns her head)…I..want to show you this…

Slowly, Zam's face begins to morph into a grayish green, chameleon type alien known as a Clawdite.

OBI WAN: A Clawdite…

ZAM: I…I need protection…They will kill me.

OBI WAN: Who will kill you?

ZAM: The Sith!

OBI WAN: You're under the Jedi protection now, you are safe.

ZAM: No,…You don't understand…give me protection, and I'll talk.

OBI WAN: You're on Coruscant, far away from the Sith's grasp.

ZAM: You don't get it….The Sith control everything! You just don't know it!

The camera closes in on Obi Wan who looks concerned about that last statement.

EXT. – TATOOINE – GREAT CHOTT SALT FLAT - T-16 SKYHOPPER - DAY

Owen's Skyhopper skiffs across the sandy dunes of Tatooine.

INT. – TATOOINE – GREAT CHOTT SALT FLAT - T-16 SKYHOPPER - DAY

Owen is piloting the Skyhopper as Anakin rides in the drop down seat. They are surveying the farm.

OWEN: I love this little T-16, handles like a dream.

ANAKIN: The pilot controls are very similar to a Corellian spice freighter I recently was able to pilot.

OWEN: I bet you have been on some spectacular adventures.

ANAKIN: Becoming a Jedi has been quite a journey.

OWEN: (he points out the window) Now look over there, that's our newest set of moisture vaperators.

ANAKIN: (he looks out) You can see for miles.

OWEN: There is an unexplainable beauty about the landscape. It may be baron, but at night, it's beautiful…and it's home.

ANAKIN: I've never really had a home, home was always where my mother was…and now she is gone.

OWEN: I'm sorry…did she die recently?

ANAKIN: Yes, in the confederate attack on Alderaan.

OWEN: That's terrible, I'm so sorry. Is your father still alive?

ANAKIN: I never knew my father. He was a Jedi like me…but he died before I was born…I think.

OWEN: Well if it's any consolation, by parents have passed on as well. That is why I'm so excited about being a part of a family again….I guess the Jedi order is your family now.

ANAKIN: Yes, but it's not the same.

OWEN: Padme is a wonderful girl, maybe you should settle down with her? I can tell she likes you, it's pretty obvious.

ANAKIN: I love Padme, but I can't turn my back on my vows to the order.

Owen turns to Anakin

OWEN: Your more than welcome to stay here. We have plenty of room and I could use some extra help on the farm.

ANAKIN: It is appealing; there is something about this place…

OWEN: I know Beru would like to be closer to her sister, and I know Padme would love to have you finished with this crusade your on.

ANAKIN: You know, I could see myself settling down with her, but this war, it is everything I have ever known…It's changed me. It calls out to me, and I must see it through.

OWEN: War has a way of changing us all. (turns and points out the window) Look over there. That's beggars canyon, where the ceremony will be tonight.

EXT. – TATOOINE – GREAT CHOTT SALT FLAT - T-16 SKYHOPPER – DAY

The Skyhopper flies over the dunes until suddenly the ground opens up to beggar's canyon, a very deep and rocky ravine.

EXT. – TATOOINE – GREAT CHOTT SALT FLAT - OWEN LARS HOMESTEAD – DAY

Lars Homestead sits isolated in the desert

INT. – TATOOINE – GREAT CHOTT SALT FLAT - OWEN LARS HOMESTEAD – LIVING QUARTERS - DAY

Padme assists Beru with her wedding gown. Beru is standing and Padme is on her knees helping her stitch up the bottom lace.

PADME: There, now how is that?

BERU: I don't know, how does it look?

PADME: I think it looks beautiful.

BERU: Padme, why haven't you ever told me about Anakin?

PADME: What is there to talk about?

BERU: I've been your sister too long to know when you are trying to hide something.

PADME: Beru, stop it.

BERU: It's obvious he has feelings for you.

PADME: Anakin and I are friends, our relationship is strictly professional. He is studying to become a Jedi Knight, I'm a Senator. It obviously wouldn't work out, regardless of the way we feel about each other.

BERU: Then you do feel something.

PADME: Jedi aren't allowed to marry. He would be expelled from the order. I will not let him give up his future on me. Furthermore, I have more important things to do than fall in love.

BERU: Sometimes following your heart means that sacrifices must be made. I mean look at Owen and I. What I thought at one time to be a sacrifice by moving away from Naboo, has turned into a great joy in my life. I love it here, and I would have never known it if I didn't follow my heart…Plus, I like Anakin, he is handsome.

PADME: I like him too…Oh Beru, I love him, I just don't know what to do.

BERU: Padme, I just want you to be happy.

Padme stand and the two sisters embrace in a big hug.

PADME: Enough about me, this is your special day, and I'm so happy for you.

Jobal and Ruwee and Lonae then enter the room

LONAE: The wedding site is ready for this evening m'lady.

BERU: Thank you Lonae.

JOBAL: Now let's prepare some traditional Nubian wedding soup for our meal before the ceremony.

RUWEE: One last meal together with my two beautiful girls?

BERU: Yes father.

Jobal and her two daughters then go to the kitchen. Lonae bows and makes her exit.

INT. –CORUSCANT – JEDI TEMPLE – JEDI COUNCIL CHAMBERS -DAY

The Jedi Council sits in the Council Chambers. Jedi Masters present include Yoda, Eeth Koth Saese Tiin, Yarael Poof, Depa Billaba, Ki-Adi-Mundi, Oppo Rancisis and Plo Koon via holographic image. Mace and Obi Wan stand in the center. Kit Fisto and Shaak-Ti stands behind the group close to the door.

MACE: Upon further interrogation of the changeling, we have found that the spy has indeed been working for a Sith Lord that goes by the name of Darth Maul.

OBI WAN: Given the description by Master Windu, I believe this Sith Lord to be the same as the one I faced on Naboo, who killed Qui-Gon Jinn.

MACE: Her mission was to relay information to the enemy lines and sabotage missions. And she has been working for the enemy since the war began. Her work includes incidents on Concordia, Geonosis, and Mon Cala just to name a few. A full detail of what we know will be in my report of the interrogation.

OBI WAN: She is overly concerned for her safety, and is under the impression that the Sith can still reach her even in our custody…she fears for her life.

PLO KOON: And where is our spy now.

MACE: She is being held in the high-level detention block in clone facility AA. There is only one way in and out of that area. She is not going anywhere.

KI-ADI-MUNDI: My concern is that this may not be the only saboteur in our midst, and possibly the changeling is aware of this.

OBI WAN: It is my impression that Zam Wesell was not privy to much information. In fact, I think she was left quite in the dark about anything outside of her missions.

MACE: I am planning on one final interrogation, but I believe she knows nothing more. Furthermore, I am elevating Shaak-Ti as the Councelor's protectorate for now and Kit Fisto will be leading our new assault on Mon Cala. I believe our presence on this planet is crucial for stability in that sector, and now that the spy is in our custody, our time is now to liberate the Mon Calamari from the Quarren.

YODA: hmmm…A name, of the Sith Lord we now have, and confusion in our ranks, he has achieved…so large the war machine has become, and deception is now entangled in our midst. He works these threads to his advantage.

KI-ADI-MUNDI: Soon there will not be enough Jedi to protect the Republic. We are keepers of peace, not soldiers.

YODA: (closes his eyes) All around us, the dark side closes in…it clouds everything, forcing us against our code of peace he does. Impossible to see, the future is. But this I am sure of (opens his eyes) Do their duty, the Jedi will…in order to root out the Sith, trust in each other…we must.

The camera closes in on Mace and Obi Wan

EXT. – TATOOINE – BEGGERS CANYON – WEDDING SITE – NIGHT

The camera opens up to Anakin and Padme sitting on a rock bench, Padme wearing formal wear including her japor snippet and Anakin wearing black and his scarf. The wedding site is a small crevasse in an outcropping of rock overlooking begger's canyon. It is a beautiful but simple, natural display with the only floral arrangements being Nubian lilies. The large blue moon lightens up the night sky and open flames are the only light in the area. Six Kumumgah,[54] wearing long flowing dresses, stand around the alter. There are several seated on benches that are carved out of the rock including Jobal and Ruwee, Anakin and Padme, and a few others including Huff Darklighter[55] and his wife. Lonae is the officiate and stands at the alter which overlooks Beggar's Canyon. There is a small quartet of musicians playing traditional Kumumgah instruments, and they begin to play. Then Owen and Baru walk down the isle, passing Baru's parents and Anakin and Padme. They exchange glances of joy. Finally the couple arrives at the alter with Lonae. Lonae's voice is very charming and calm

LONAE: (points to they sky) As the white sun and yellow sun sets and the blue harvest[56] moon rises, as it does every cycle, it brings to mind the cycle of life, A bond between the day and the night. The two stars are transformed and reborn into one moon that signifies new beginnings for our crops and a calmness and stillness and security from the suns rays. And so, we are gathered here tonight, to join two stars into one moon, Beru Amidala and Owen Lars. They are here to become one, from systems far apart across this great galaxy, they have found love in one other.

Padme and Anakin then hold each other's hands as they watch the ceremony.[57]

LONAE: And let it be said that love has no bounds that can be measured by space and time. Love is eternal and selfless. From the outside we see two very different individuals, from two very different worlds, but on the inside, we see one love. One bond. One Blue Harvest Moon. And so to signify this love for each other, take the sand in your cup. The sands of your two worlds.

Owen and Beru reach for two chalices that are full of sand resting on the alter.

LONAE: and now poor them into the vase that symbolizes your life together.

Owen and Beru poor the sand that mixes together in a clear vase.

LONAE: It is done…

Owen and Beru then hold hands. Lonae then motions to Ruwee. Ruwee stands to make an announcement.

RUWEE: I now present to you Owen and Beru Lars.

The audience then applauds and Anakin and Padme look down at their hands together and then at each other lovingly. Ruwee looks to Owen and Baru.

RUWEE: Well? In Nubian tradition you may kiss the bride!

Owen and Baru then kiss and there is laughter in the audience along with applause.

INT. – TATOOINE – GREAT CHOTT SALT FLAT - OWEN LARS HOMESTEAD – PADME AND ANAKINS - BEDROOM – NIGHT

The two run into the room and close the door, Anakin has a plate of fruit in his hand.

PADME: Hurry, I'm so hungry! I didn't want to gorge myself in front of all the guests.

Anakin puts the plate of fruit on the bed. Padme reaches for one of the pieces of fruit and suddenly the fruit flies up into the air, our of her reach. She tries to grab the fruit but misses.

PADME: Stop doing that! (in a playful manner)

ANAKIN: What?

PADME: You're doing that, now put it down! (laughs)

ANAKIN: (laughing) One should be patient when dealing with the force.

PADME: Anakin!

Anakin moves his fingers and the fruit flies to his hand

ANAKIN: If master Obi-Wan caught me doing this, he'd be very cross.

Anakin concentrates, the fruit levitates, then with the force he slices the fruit into several pieces. And then sends one to Padme. She bites it as its suspended the air and laughs. The other pieces fall back down to the plate on the bed. Padme picks up a few pieces.

ANAKIN: These tatooine nights can get rather chilly; I think I'll start the fire.

Anakin walks over to the fireplace.

PADME: I am going to get ready for bed, if you'll excuse me. (playful)

ANAKIN: Of course m'lady. (sarcastic)

Padme then goes behind a screen in the room and changes cloths. Anakin prepares the fire.

PADME: What a beautiful wedding. All the colors in the sky, and the smell of the lilies in the air. For a moment I felt as if I were back on Naboo.

ANAKIN: This is something about this place…I can't put my finger on it, but I can understand why Owen and Beru would want to live here, it's so peaceful. Owen asked me today to stay here with him, and help him on the farm.

PADME: Really?

ANAKIN: Yes, he even went as far as telling me to coerce you into staying here with me.

The small fire has a good flame and Anakin stands and turns. Padme is now standing behind him in a very revealing nightgown. Anakin is surprised, and in awe of her.

PADME: (softly) I don't think I would need much coercion.

She puts her hand on his chest; Anakin reaches up and holds her hand. Their eyes meet.

ANAKIN: Padme, from the moment I met you, all those years ago, a day hasn't gone by when I haven't thought of you. And now that I'm with you again…I'm in agony. The closer I get to you, the worse it gets. The thought of not being with you makes my stomach turn over – I can't breathe. This love is tormenting me.

A silence comes over the two as they look at each other.

ANAKIN: If you are suffering as much as I am, please tell me.

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

ANAKIN: I know we should be rational, but it is becoming something I find harder and harder to do. Believe me, I wish I could change these feelings, but I can't. I love you Padme…I want to be with you.

PADME: The thought of loosing you, has tormented me as well. I love you Anakin…I can bear the thought of us not being together. But I don't want you to sacrifice everything you have worked for your entire life just for love. We have a purpose here, and responsibilities to upkeep.

ANAKIN: I don't care of my responsibilities, I would much rather leave the Jedi order then loose you. You're too important to me. You are my family as much as the Jedi are.

PADME: I won't allow you to give up on being a Jedi Knight.

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

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

ANAKIN: Yes…you're worth it

PADME: I love you…[58]

Anakin then leans in and kisses Padme, she returns with an equal amount of passion. Music swells and image fades.

EXT. HYPERSPACE – CONFEDERATE BATTLESHIP MALEVOLENCE

Malevolence flies through deep space

EXT. HYPERSPACE – CONFEDERATE BATTLESHIP MALEVOLENCE – SITH QUARTERS

Darth Maul sits meditating on a circular platform. His eyes are closed and there is a close up of his face.

MAUL: Skywalker…

INT. – TATOOINE – GREAT CHOTT SALT FLAT - OWEN LARS HOMESTEAD – PADME AND ANAKINS - BEDROOM – NIGHT

Anakin and Padme lie in the bed together, asleep. Anakin seems restless.

EXT. HYPERSPACE – CONFEDERATE BATTLESHIP MALEVOLENCE – SITH QUARTERS

MAUL: Skywalker…hear me…

INT. – TATOOINE – GREAT CHOTT SALT FLAT - OWEN LARS HOMESTEAD – PADME AND ANAKINS - BEDROOM – NIGHT

Anakin wakes up, and opens his eyes.

ANAKIN: Sith…

EXT. HYPERSPACE – CONFEDERATE BATTLESHIP MALEVOLENCE – SITH QUARTERS

MAUL: You want your revenge…

INT. – TATOOINE – GREAT CHOTT SALT FLAT - OWEN LARS HOMESTEAD – PADME AND ANAKINS - BEDROOM – NIGHT

ANAKIN: Yes…

EXT. HYPERSPACE – CONFEDERATE BATTLESHIP MALEVOLENCE – SITH QUARTERS

MAUL: Then come...have your revenge.

INT. – TATOOINE – GREAT CHOTT SALT FLAT - OWEN LARS HOMESTEAD – PADME AND ANAKINS - BEDROOM – NIGHT

ANAKIN: Where?

EXT. HYPERSPACE – CONFEDERATE BATTLESHIP MALEVOLENCE – SITH QUARTERS

MAUL: Coruscant will fall, along with your precious Jedi Order. Your Republic will collapse and I will kill the Chancellor.…you're the only one who can change the fate of the galaxy…come, I sense the darkside growing inside of you…give into your anger, and meet your destiny.

INT. – TATOOINE – GREAT CHOTT SALT FLAT - OWEN LARS HOMESTEAD – PADME AND ANAKINS - BEDROOM – NIGHT

Anakin then throws the sheets off of him and sits up in a sweat. Padme then is awoken.

PADME: Are you alright?

ANAKIN: No…I must return to Coruscant, immediately. The Confederates are about to attack.

PADME: Attack Coruscant? That's impossible.

ANAKIN: With the force, nothing is impossible.

PADME: Then I'm coming with you!

ANAKIN: No, it's too dangerous.

PADME: You can't stop me.

ANAKIN: (reluctant) fine, then we will leave at dawn.

EXT. - TATOOINE – GREAT CHOTT SALT FLAT - SPACE PORT - THE SOVEREIGN WING AND JEDI STARFIGHTER - MORNING

Anakin stands next to his Jedi Starfighter with R4-P17. R2-D2 is sanding under the Sovereign Wing with Captain Typho. Padme stands next to Jobal and Rewee and Beru and Owen.

BERU: I'm so glad you were able to be here for the wedding.

PADME: The pleasure is all mine, sorry for our unexpected departure.

OWEN: You will just have to come back and visit, when you get the time.

Anakin talks to R4-P17 as he preps his ship.

ANAKIN: Prepare for our journey back to Corascant R4, we need to make record time. Also, contact Obi-Wan over long range communication.

Anakin yells over to Captain Typho

ANAKIN: We are going to have to leave as soon as possible captain.

TYPHO: We are ready for take off.

ANAKIN: I am going to land at the Jedi Temple, stay with me.

TYPHO: We'll be right behind you sir.

R2-D2 then whistles and rolls up the ramp. Jobal and Ruwee say their last goodbyes to Padme, they hug.

JOBAL: Goodbye my love

RUWEE: Be safe my little queen

PADME: I will, goodbye.

Padme then walks towards the Sovereign Wing. A blurry hologram of Obi Wan then appears from R4-P17.

OBI WAN: Anakin, is everything alright

ANAKIN: Master, I believe that the Confederates are planning an attack on Coruscant very soon. They plan on capturing the Chancellor.

OBI WAN: An attack on Coruscant, the Republic stronghold. That would be a bold attack. What makes you so sure?

ANAKIN: The Sith contacted me.

OBI WAN: Through the force?

ANAKIN: Yes

OBI WAN: Something is not right, how would they penetrate our planetary shield? Are you sure your senses are that attuned, young apprentice?

ANAKIN: Yes Master.

OBI WAN: Why would he tell you this?

ANAKIN: I'm...not sure…but I'm in route now.

OBI WAN: In route? Where are you?

ANAKIN: Tatooine

OBI WAN: Tatooine, in the outer rim? What are you doing there?

ANAKIN: I'll explain when I get there, Master! (frustrated) I should be there in 0-500. Alert the Council.

OBI WAN: I'll alert the council when I see fit, Anakin. Hurry, we will discuss this upon your arrival.

ANAKIN: Fine, Anakin out.

The hologram dissipates. Anakin then gets in his starfighter, the Sovereign Wing pulls up the landing ramp and the two ships take off. The Amidala's and Lars's wave goodbye as they take off.

EXT – SPACE – TATOOINE ORBIT – SOVEREIGN WING AND JEDI STARFIGHTER

The two ships race out of orbit and into deep space.

EXT. DEEP SPACE – CONFEDERATE BATTLESHIP MALEVOLENCE – SITH QUARTERS

Darth Maul stands before a hologram of Darth Sidious in Maul's Quarters.

SIDIOUS: Report, my apprentice…what news from the front.

MAUL: The strategy is working perfectly my lord. The Jedi and their forces are stretched thin among the mid-rim worlds, in a vein attempt to contain our new offensive.

SIDIOUS: Good, good.

MAUL: The Changeling has been captured master…I fear that she will not be able to maintain her silence for long.

SIDIOUS: Yes I know…I believe it is time for the tide of this war to change… Now is the time to strike, …Is everything ready for your mission?

MAUL: Yes Lord Sidious, the unsuspecting fools know not what awaits.

SIDIOUS: Then execute order 55

MAUL: And what of Skywalker? He is in route to Coruscant as we speak.

SIDIOUS: Yes…his rage has unbalanced him…slowly he slips from the grasp of the Jedi…I sense that he shall become a great asset to the dark side. His hate has made him powerful…but he should be no match for you, my apprentice.

MAUL: I shall push him to the brink…he will either serve you, or die my master.

INT. CORUSCANT – CLONE BASE AA - DETENTION BLOCK – ZAM WESSELL'S CELL

Four Clone Guards in full uniform stand guard outside of the cell of Zam Wessell who sits in her jail cell. The camera then closes in on what appears to be the legs of four clone troopers walking up to the guards on duty. The camera stays on the legs of the clone troopers as they arrive at the cell. Zam is seen inside, and looks up at the 8 soldiers.

UNKNOWN GUARD A: All's quiet.

UNKNOWN GUARD B: shift change, report to barracks 44AA22.

UNKNOWN GUARD A: Rodger that.

The two groups then change position. Zam is still seen in the shot along with the legs of the guards. As the original group of clones leave the room. The second group then turn and the door to the cell opens. Zam begins to panic.

ZAM: No!...Help!

Two laser blasts go off and hit Zam in the chest, she slumps in her seat.

UNKNOWN GUARD B: You know what to do next, corporal.

UNKNOWN GUARD C: Yes sir.

Two of the guards then run off. The camera only focusing on their legs.

EXT. CORUSCANT ORBIT – ANAKIN'S STARFIGHTER AND THE SOVEREIGN WING

Anakin's fighter and the Sovereign wing drop out of hyperspace above Coruscant and being their landing sequence.

EXT. CORUSCANT – JEDI TEMPLE - ANAKIN'S STARFIGHTER AND THE SOVEREIGN WING - DAY

The two ships fly toward the Jedi Temple. There they enter into the covered landing platform.

INT. CORUSCANT – JEDI TEMPLE – LANDING PLATFORM - DAY

The two ships come to a safe landing. Obi Wan is waiting for them to land, other clone operations are going on in the background. A few star fighters sit at the ready, along with Obi Wan's fighter. Anakin is the first to get out of his fighter, and approaches Obi-Wan.

OBI WAN: Anakin, I've been thinking about your premonition…as much as I believe the Confederates would like to take our capitol city, I just don't see how it would be possible.

ANAKIN: Master, have you alerted the Jedi Council?

They begin to walk, Anakin is concerned. In the backdrop, Captain Typho and R2-D2 exit the Sovereign Wing.

TYPHO: Master Skywalker, shall we…(interrupted)

ANAKIN: (strict) remain here, keep the senator in her ship until I return.

OBI WAN: I told the council about your contact, but they do not sense an attack is eminent, and quite frankly, nor do I.

ANAKIN: Nor do you? Maybe your senses aren't as well a tune? (frantic, yells to the clone navy officers) Battle Stations, all crews to their fighters! Move!

OBI WAN: Delay that order!

Suddenly an alarm begins to go off, everything in the landing platform begins to blink red. Clone troopers begin to run to position.

OBI WAN: I said delay that order! Wait,…

ANAKIN: That's no launch signal…

They both look at each other.

OBI WAN: The planetary shield is down!

Officers are scrambling in the background.

OBI WAN: Battle Stations! We need air support!

INT. CORUSCANT – JEDI TEMPLE – YODA'S QUARTERS – DAY

Yoda sits mediating, and he looks concerned. The blinds are closed and the room is peaceful. He opens his eyes suddenly, and then an alarm goes off in the distance. He waves his hand and the blinds all fold open and he looks out the window. Immediately squadrons of droid fighters and landing ships descend from the skies. Mace Windu then runs into the room.

MACE: The planetary shield is off line! Someone has sabotaged the generator.

YODA: The city is under attack, defend it we must!

EXT. CORUSCANT – CITY SKYLINE - DAY

From above the city C-9979 landing craft descend complimented with vulture-class droid fighters and hyena-class bombers.

EXT. CORUSCANT – CITY STREETS - DAY

Landing craft open their cargo holds and troop transports and tanks file out. The transports then drop hundreds of B2 Battle Droids. Citizens run for cover as Quad-Droids fire at will through the city streets, and crush speeders in their path. Droid tanks file down boulevards and blast at building facades causing rubble to fall to the streets as bombers destroy buildings and thoroughfares.

INT. CORUSCANT – JEDI TEMPLE – LANDING PLATFORM – DAY

The room is chaotic. Clone pilots are scrambling. Anakin and Obi Wan are with Wullf Yularen around a circular holo-table giving data of the invasion.

YULAREN: Enemy starships continue to spill out of hyperspace above the planet.

OBI WAN: What of the 2nd fleet

YULAREN: Arriving at Mon Cala, about to engage the enemy there.

OBI WAN: Call them back to Coruscant! (looks to Anakin) Meanwhile, we need everything we have in orbit!

Just then a hologram of Mace Windu pops up on the panel.

MACE: Kenobi, you and Anakin defend the planet from space! Get as many fighters out there as possible. Saesee Tiin will meet you in orbit with the 21st squadron.

OBI WAN: And what about ground defense?

MACE: Leave that to me

The image fades

YULAREN: The temple squadron is ready for attack. I will be at Clone Base AA. Good luck.

The two Jedi run to their fighters. Anakin passes by the Sovereign Wing where Typho and R2-D2 are still standing, along with two other Naboo guards.

ANAKIN: Stay here.

TYPHO: (nods)

Anakin then jumps into his fighter, Obi Wan approaches his fighter and notices that there is no astromech droid. A flight deck officer runs by and Obi Wan stops him.

OBI WAN: I need an astromech droid, immediately!

FLIGHT DECK OFFICER: The Z-95's stationed here are short range fighters, clone controlled. There are no astromech's on this platform.

ANAKIN: (yells over) What's the matter Master? Can't fly by your self.

Just then Captain Typho runs up with R2-D2.

TYPHO: Here, take R2, he is the most courageous droid we have, very resourceful.

OBI WAN: Thank you Captain. (looks over to Anakin as he lowers his cockpit canopy) May the force be with you.

ANAKIN: And you.

R2-D2 then slips under the fighter and is lifted up into the droid socket. He spins and chirps. Obi Wan then climbs into the fighter, and takes off with Anakin and a squadron of Z-95 headhunter fighters behind them.

EXT. CORUSCANT – CITY SKYLINE – ANAKIN AND OBI WAN'S FIGHTERS – DAY

The two ships take off in their Delta-7 Jedi Interceptors with the Jedi Temple in the backdrop and head toward the atmosphere.

INT. CORUSCANT – CITY SKYLINE –OBI WAN'S FIGHTER – DAY

R2-D2 swivels his head and communicates to Obi Wan through the droid translator on board.

R2-D2: (whistle)

OBI WAN: That's right little one, I am your new master. At least for a little while. [59]

R2-D2: (whisle)

OBI WAN: Indeed, now let's head for that Dreadnaught that just dropped out of hyperspace.

EXT. CORUSCANT – ORBIT – ANAKIN AND OBI WAN'S FIGHTERS – DAY

The two Jedi starfighters and a squadron of headhunter fighters break orbit into a sea of space combat. Hundreds of ships are positioned haphazardly throughout the upper atmosphere. The Jedi pass into an unfathomable about of droid fighters and begin to fire away.

INT. CORUSCANT – ORBIT –ANAKIN'S FIGHTER – DAY

ANAKIN: (looks intense) There are so many of them!

INT. CORUSCANT – ORBIT –OBI WAN'S FIGHTER – DAY

OBI WAN: Concentrate Anakin! Feel them through the force.

EXT. CORUSCANT – ORBIT – ANAKIN AND OBI WAN'S FIGHTERS – DAY

The fighters dodge parts of the large dreadnaught. A fighter gets on Obi Wan's 6.

INT. CORUSCANT – ORBIT –ANAKIN'S FIGHTER – DAY

ANAKIN: You got one on your tail!

Anakin destroys the fighter.

INT. CORUSCANT – ORBIT –OBI WAN'S FIGHTER – DAY

OBI WAN: Thanks!

INT. CORUSCANT – JEDI TEMPLE – LANDING PLATFORM – SOVEREIGN WING - DAY

Padme runs up to the bridge. Captain Typho and Rick Olee are there along with another officer and a guard.

PADME: What's going on?

TYPHO: The planetary shield is down, Coruscant is under attack.

PADME: Under attack?...without the planetary shield, the Galactic Senate is defenseless. If the Confederates destroy the senate, the war will be over in moments. We must evacuate the senators!

TYPHO: I have strict orders to keep you here Senator.

PADME: You will take to me to Galactic Senate, or I will relieve you captain! Our duty is to save the republic!

TYPHO:….(reluctant) Alright, but we are going to get in and out of there.

PADME: Of course.

TYPHO: (to Rick Olee) Take us to the Galactic Senate. (he turns to the officer) Arm yourself.

EXT. CORUSCANT – JEDI TEMPLE – LANDING PLATFORM – SOVEREIGN WING – DAY

The Sovereign Wing then takes off as explosions are seen in the backdrop of the city.

EXT. CORUSCANT – CITY STREETS – DAY

Yoda stands in the center of a destroyed city street, smoke is billowing around him and droid ground forces are seen landing toward the front of him. He sits concentrating. The landing craft opens it's cargo hold and droid transports begin to exit. Yoda raises his hand and pushes the droid transports back into the ship with the force, he then picks the landing craft off the ground and into the air, pushing it into another landing craft destroying both. Two other landing craft begin to ascent and he turns to them and lifts his hands over his head in pushes his hands together. The two landing craft turn and run into each other. Droid forces start to break through the destruction, and begin to fire on Yoda. Yoda extends his hands and absorbs a few laser blasts, then force pushes the droids beyond the debris. From behind Yoda, Mace Windu runs up with a legion of clone troopers. Some of the clone troopers ride two legged all terrain recon transports. In the rear come the All Terrain Tactical Enforcers.

MACE: We're loosing ground in sector 4!

YODA: Where is our air support?

MACE: Aayla Secura is in route with the 8th fleet.

YODA: The enemy's advancement, we must stop.

MACE: (yells to the legion of troops) All brigades attack!

Clone troopers, and walkers alike begin to fire on the droids advancement. Clone troopers bring rocket launchers and the AT-TE's attempt to bring down the Quad-Walkers. Mace leads the charge, attacking battles droids and deflecting laser fire. They push back the droids to a bridge where Clone Troopers have made a barricade. Cody stands there blasting away, then turns to his communicator.

CODY: Sector 4 needs reinforcements, we are being over run. Repeat, we are…

Suddenly an explosion along the barricade and clone troopers get blown back, Cody turns and blasts a B2-Droid that is attempting to go over the barricade. Suddenly 10 to 20 B2 droids make it over the barricade. Cody and a few other clones attempt to push them back. Cody pulls out a blaster and the fighting turns into a melee. He runs to the top of the barricade.

CODY: Fall Back, Fall Back

Suddenly, Mace runs up.

MACE: Hold your position!

Clone reinforcements then come over the barricade and start pulverizing the droid advancement. Mace force pushes several droids and uses his lightsaber to destroy droids nearby. Yoda reaches the barricade and uses the force to push two droid tanks together. Chaos is on the battlefield. Suddenly, a jedi starfigher pulls into view with clone y-wing bombers and v-19 torrent star fighters.

INT.-CORUSCANT – CITY – STREET LEVEL – AAYLA SECURA'S FIGHTER – DAY

AAYLA: Target the back lines of droid troopers and fire!

EXT. CORUSCANT – CITY STREETS – DAY

The Y-wings drop bombs on the back end of the droid advancement, destroying them. The fighters destroy a quad-droid, and then begin dog fighting with vulture droids.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – SUPREME CHANCELLOR'S OFFICE – DAY.

The huge explosion can be heard in the distance in the supreme chancellor's office. A cup of tea shakes on the desk, and a steady hand goes to pick up the cup. It is brought up to the face of Palpatine who sips on the cup while he looks out the window at the battle. The door bell then rings.

PALPATINE: Come in

The door opens and Shaak-Ti and Roron Corobb an Ithorian Jedi stand at the door along with senate guards.

SHAAK-TI: Supreme Chancellor, we must get you to your shelter immediately.

PALPATINE: But the battle is so far off.

SHAAK-TI: Please Supreme Chancellor, we must follow safety protocol and get you to…(interrupted)

PALPATINE: I will not cower in front of the face of this treacherous attack.

The room is quiet, accept for the sound of sudden hammering that get's louder and louder.

PALPATINE: what is…that, what is that sound?

Everyone in the room looks around, then Shaak-Ti senses something.

SHAAK-TI: We have to go! We have to go now!

The hammering stops, and the chancellor looks around.

PALPATINE: See…it was nothing.

SHAAK-TI: Chancellor!

The window then shatters and General Grievous jumps into the room. The chancellor is blown to the ground. Grievous stands there, his cape blowing in the wind.

GRIEVOUS: Good afternoon Chancellor…Sorry for just..dropping by unexpected, but as I always say, when you want something done right, do it yourself.

He takes a giant step into the room, and reaches toward the Chancellor. With the force Roron Corobb pulls the chancellor toward him and grabs the chancellor.

SHAAK-TI: Take him!

The camera zooms into Grievous's eyes, and he laughs. The guards move forward and begin to blast at Grievous, the two Jedi and Palpatine then run out of the room. Grievous leaps, ignites his light sabers and attacks the guards, in several acrobatic moves he eliminates the guards.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – HALLWAY – DAY.

The two Jedi and Palpatine run down the hall. The sound of laser blasts going off behind them. They run to a crossway and turn. Roron is carrying the chancellor. Blocking their path are about 20 commando droids running toward them. They begin to blast at the Jedi.

SHAAK-TI: We're cut off! How did they gain access to the building?!

RORON: (Alien Language)

The Jedi then turn and run down the other side of the crossway. They get to an elevator shaft. About 4 republic guards then meet up with them.

GUARD: Droids have entered the building through the roof.

Shaak-Ti hits the elevator button. They turn to look down the hallway. Roron puts down the Chancellor

SHAAK-TI: Stay behind me

PAPATINE: Yes.

Suddenly Grievous is seen galloping down the hallway at great speed. He clings on the wall and dodges as Shaak-Ti and Roron attempt to force push Grievous away. Grievous ignites his light saber and Roron draws his saber to deflect as Shaak-Ti force pushes Grievous away from them. The elevator then opens and the Jedi, Palpatine, and two of the guards get on. The two remaining republic guards stay.

GUARD: Go! We will hold him off.

The guards blast at grievous who dodges, Roron then pushes the guards aside and sucks in air then belts it out of his throat. The blast from the alien shakes the room and the ceiling collapses on Grievous. Roron brings the two guards into the turbo lift and the door closes.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – TURBO LIFT – DAY.

The turbo lift descends down the side of the building. Inside Roron is breathing heavily. Palpatine looks at the alien. Shaak-Ti explains.

SHAAK-TI: Ithorians, forethroats, quite powerful.

PALPATINE: So I've heard (puts his finger in his ear)

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – HALLWAY – DAY.

Grievous breaks from the rubble.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – TURBO LIFT SHAFT – DAY.

He opens the turbo lift doors with his hands, rips the doors off and falls into the shaft.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – TURBO LIFT – DAY.

The Jedi, Chancellor and four guards are in the lift that overlooks the city as it rapidly descends. Suddenly the sound of Grievous landing on top of the elevator is heard. The group is startled. One of the guards pulls out his assault blaster.

GUARD: Back Away.

The guard opens fire on the ceiling of the elevator, releasing smoke into the shaft. The chancellor coughs. Two light sabers penetrate the roof of the turbo lift.

SHAAK-TI: Get down!

Shaak-Ti ignites her saber and forces it through the center of the elevator ceiling. Grievous's light sabers retract as the lift reaches in bottom floor. The door opens

EXT. CORUSCANT – CITY STREETS – DAY

SHAAK-TI: Hurry, Get to the ship!

The group exits, only to find a battalion of battle droids. They stop in their tracks. Grievous then pounces in front of them. Roron moves to the front of the group. Sucks in air again, extends his hands and force pushes most of the B2 Battle droids, But Grievous claws into the ground and keeps his balance. Roron, again breaths in, and blasts at Grievous, but he digs into the ground and retracts his arms, making his body smaller. Step by step grievous forces himself through the roar and gets closer to the group. Roron is out of breath, and turns

RORON: (alien language)

Ronron then grabs the chancellor, and the group then begins to run down the street away from Grievous.

SHAAK-TI: Trooper, call for support

GUARD: We're being jammed, we have no communication. We're on our own.

INT. – CORUSCANT – GALACTIC SENATE BUILDING – MAIN LOBBY – DAY.

Mon Mothma, Met Siffra, Bail Organa, 20 other senators, and a few protocol droids including C-3PO are in the Lobby of the Galactic Senate Building on lock down. Padme runs into the room with her armed guards and Typho. Clone troopers stand around the chamber.

PADME: Senators, we must evacuate the building, we very well could be their primary target.

BAIL: There may be more Senators in private quarters.

PADME: We must evacuate the entire building.

Bail then runs to a communication station and presses a few buttons. He then picks up a small communicator and speaks into it. His voice rings throughout the building.

BAIL: This is Bail Organa, make your way to the main plaza for an emergency evacuation. The building could be target for the Confederacy attack

C-3PO runs up to Padme.

C-3PO: Senator Padme, how good it is to see you alive! The planet is under attack!

PADME: Yes I know C-3PO, (she turns to the Senators) hurry, this way to my ship!

Just then about ten commando droids enter the room and start to blast away, the clone troopers start to fire back at them. Padme blasts away at the clone troopers

C-3PO: Commando Droids! We're doomed!

Padme motions to the other side of the room.

PADME: Follow Me!

Padme and the guards begin to fire at the droids as the Senators, protocol droids, a few clone troopers and the Naboo guards race out of the room and into a docking bay where the Sovereign Wing is landed.

INT. – CORUSCANT – GALACTIC SENATE BUILDING – DOCKING BAY – DAY.

The group of senators run up to the Sovereign Wing and Padme steps aside as she lets the senators on board. A few protocol droids make it on board as well including the silver plated B-3PO.

PADME: Hurry on board!

As the Senators flood onto the ship, the Commando Droids break out of the door and begin to fire. Padme fires back along with the Naboo guards. One of the Naboo Guards falls and B-3PO who is now standing at the top of the ramp is shot and is destroyed. B-3PO's limbs dismember. Some of the parts land outside of the ship others (including his leg) land on board. Clone troopers motion to Typho as what appears to be the last of the Senators are inside. C-3PO is the last one aboard.

C-3PO: OH…Wait for meeee!

As C-3PO runs up, a commando droid blasts his leg and he falls just short of the ramp.

PADME: Cover me!

C-3PO: Leave me senator, I'm done for!

Padme runs to C-3PO who is now missing a let. The guards cover her and she begins to drag C-3PO up the ramp.

PADME: I can't leave my favorite droid behind!

She drags him to the top of the ramp

TYPHO: That's all we can carry, we must take off before they destroy the ship!

PADME: There may be more senators inside!

TYPHO: (sternly) They will have to fend for themselves, we can not help them from here!

CLONE TROOPER: Take off, we'll cover you!

Padme looks saddened.

PADME: OK, lets go.

The clones stay and blast at the commando droids. Padme and the remainder of the Naboo staff run up the ramp which closes immediately, and the ship takes off into unsuspecting traffic racing away from the Confederate attack.

EXT. CORUSCANT – CITY STREETS – DAY

Shaak-Ti, Roron and the Chancellor turn the corner only to find three commando droid. They open fire. Shaak-Ti ignites her light saber and deflects the blast back at one of them, then cuts the other in half. The third commando droid fires on the Clone Guard and kills him, Shaak-Ti then force pushes the droid and the two Jedi and the Chancellor jump off the side of a street and on to a platform. They continue to run. Grievous then lands not far behind them and runs after them with 4 commando droids in pursuit.

Grievous catches up with the group and Shaak-Ti engages him momentarily as Roron runs off. She holds her own for a moment, then through the force grabs Grievous's foot and pulls it from under him. Grievous falls to the floor and Shaak-Ti escapes by jumping off the platform to a lower platform where Roron and the Chancellor are.

EXT. CORUSCANT – CITY STREETS – MONORAIL - DAY

The run up the way to a monorail station and jump on top of the speeding monorail with citizens inside.

RORON: (alien language)

SHAAK-TI: No, we're not

A skiff is seen above the train, and 10 commando droids drop down to the monorail car. Roron puts the chancellor down and Shaak-Ti and Roron engage the commando droids. The droids fire away at them, the Jedi deflect and attack. Grievous then drops onto the monorail. Shaak-Ti turns and force pushes him off. Grievous flips and shoots out a grappling arm onto the monorail. He swings around, and lands back on the tail of the monorail. He ignites his lightsaber and cuts through the engine. The car screeches to a halt. Then Roron grabs the Chancellor and the Jedi jump off with the Commando Droids in pursuit. They run into the rail car terminal.

EXT. CORUSCANT – CITY - DROID OFFENCIVE- DAY

The Clone Army continues to battle against the confederate droid invasion. Clones fire on droids with heavy artillery. A droid tank is destroyed by a rocket launcher.

CODY: Forward, keep up the left flank!

CLONE TROOPER: Sir, what about the right flank?

CODY: The Jedi have the right flank.

Across the way Mace Windu is single handedly warding off a battalion of droids, force pushing them and using his lightsaber to cut them into pieces. Yoda is seen using the force to pull the legs out from underneath Octuptarra Magna Quad-droids, and pushing them into each other. Bending their laser turrets and making them fire on one another. Mace fights his way to Yoda as he deflects laser fire.

YODA: Strange is the enemy's strategy

MACE: A massive invasion, but no attempts to take the clone base?

YODA: An elaborate distraction this is…

MACE: To hide their primary objective…

The two Jedi then come to the same conclusion.

YODA and MACE: Palpatine.

YODA: Go, you must protect the chancellor.

Yoda, claps his hands together and turns a tank around, the tank then begins to fire of the droid army.

YODA: Under control, I have this battle.

Mace then turns and runs off. He jumps into a LAAT and yells:

MACE: Commander, turn this ship around!

EXT. CORUSCANT – CITY STREETS – MONORAIL DEPOT – DAY

Citizens are scrambling, and the Jedi and Chancellor push past finally getting to a junction of monorails that are speeding by. Grievous is close behind, flailing his lightsabers and terrifying citizens. The Jedi jump over railways and the commando droids start firing on them, Grievous runs to the Jedi and Shaak-Ti again engages Grievous. The two duel for a moment. Roron, with the chancellor in hand, force pushes the commando droids into a railway just as a train approaches and destroys them. A railcar comes very close to Shaak-Ti as she is warding off Grievous. He attacks with incredible speed, leaving no time for Shaak-Ti to attack. She Jumps and grabs onto a moving monorail, it takes her down a bit and Grievous runs after. She drops off by Roron who is running.

SHAAK-TI: We have to get out of here!

Grievous is right behind them and they find themselves trapped between him and corner alcove, and they start to run down an underground Monorail tube that turns into a dead end. Roron puts down the Chancellor, and ignites his light saber. Shaak Ti and Roron then engage Grievous, but he just keeps on coming. The two attack Grievous at the same time, and he deflects, holding their lightsabers against his above his head. Palpatine walks backwards and observes.

GRIEVOUS: And so it ends. A valiant effort, but as you can see..ultimately futile. Now Jedi, prepare yourself, for you're about to leave this world.

As Grievous holds his two light sabers against Shaak-Ti's and Roron, his two arms divide into four arms. The two additional arms then lower and grab two other light sabers on his belt. Shaak-Ti and Roron are stunned. Grievous then ignites his additional light sabers making four total and attacks. The fight is short, and Grievous runs both of them through. The two Jedi fall to their knees and buckle onto the floor.

GRIEVOUS: You're tired Jedi…You won't be needing these anymore.

Grievous picks up their light sabers and turns to the Chancellor

GRIEVOUS: Now, you're mine old man

PALPATINE: (confident) I'm not afraid of you. You wouldn't dare harm the Supreme Chancellor of the Republic. Whatever would your master say?

Grievous grabs the chancellor by the neck, violently.

GRIEVOUS: You are lucky he wants you alive.

EXT. CORUSCANT – ORBIT – ANAKIN AND OBI WAN'S FIGHTERS

The two Jedi bob a weave around starfighters and large ships, blasting away constantly. Obi Wan shoots a fighter that is behind Anakin.

INT. CORUSCANT – ORBIT – ANAKIN'S FIGHTER

ANAKIN: Thanks, Master. Couldn't quite get that one.

INT. CORUSCANT – ORBIT – OBI WAN FIGHTER

OBI WAN: Never mind that,…Anakin, do you sense a disturbance in the force, as I do?

INT. CORUSCANT – ORBIT – ANAKIN'S FIGHTER

ANAKIN: Sense what master? I'm a little busy right now.

EXT. CORUSCANT – ORBIT – SPACE BATTLE

Suddenly, from out of Hyperspace the Malevolence appears with 10 other dreadnaught ships.

INT. CORUSCANT – ORBIT – ANAKIN'S FIGHTER

ANAKIN: The Malevolence! The planetary shield is still down!

INT. CORUSCANT – ORBIT – OBI WAN FIGHTER

OBI WAN: All fleets, Concentrate all firepower on the Malevolence. We cannot allow it to fire on the surface.

EXT. CORUSCANT – ORBIT – SPACE BATTLE

The ships that are able start to converge on the Malevolence, but many are unable due to the amount of droid dreadnaughts canvassing the upper atmosphere. The Malevolence begins to turn as if to fire on the surface of the planet.

INT. CORUSCANT – ORBIT – MALEVOLENCE – BRIDGE

Darth Maul stands at the bridge of the behemoth starship.

MAUL: Are the planetary shields still down?

COMMANDER DROID: Yes sir, they surface is unprotected

MAUL: Deploy all fighters.

COMMANDER DROID: Yes sir.

MAUL: Charge the Ion Cannon.

Maul reaches out to the force and connects with Anakin

MAUL: I will destroy everything you know…and love.[60]

INT. CORUSCANT – ORBIT – ANAKIN'S FIGHTER

Anakin senses Darth Maul, they yells emphatically…

ANAKIN: We must destroy that ship now!

INT. CORUSCANT – ORBIT – OBI WAN FIGHTER

OBI WAN: We don't have enough firepower! Where is Master Fisto and the second fleet?!

EXT. CORUSCANT – ORBIT – SPACE BATTLE -MALEVOLENCE

The Malevolence charges it's cannon's and moves into position.

EXT. CORUSCANT – CITY STREETS – LANDING PLATFORM - DAY

Commando Droids, Grievous, and Palpatine walk up a ramp to a Sheathipede-class transport shuttle. The LAAT that Mace is in flies up and begins to fire. Droid Hyena Fighters then drop from the skies and attack the LAAT.

MACE: Stop, you'll hit the Chancellor

Mace drops out of the LAAT and onto the ground in front of a ramp which is retracting into the back of the drop ship. Grievous turns and sees Windu. He quickly turns and ignites his four light sabers. Windu reaches through the force and grabs Grievous's chest, crushing it. Grievous gasps and coughs, and grabs his chest, one of his lights sabers drops to the ground, and he pushes himself into the door of the ship and closes it. The ship then takes off. Mace reaches up and grabs the ship through the force and holds it.

INT. CORUSCANT – CITY STREETS – LANDING PLATFORM – CONFEDERATE DROPSHIP - DAY

A FA-4 pilot droid sits at controls in the cockpit of the Confederate Dropship, attempting to escape. General Grievous enters the cockpit.

GRIEVOUS: (Coughs) Get us out of here!

FA-4: Our propulsion is a maximum and we are inert. A malfunction has not been detected.

GRIEVOUS: (Coughs)

Grievous can barely talk as he grabs his chest.

INT. CORUSCANT – ORBIT – MALEVOLENCE – BRIDGE

Maul stands at the bridge.

COMMANDER DROID: The Ion Cannon is fully charged.

MAUL: Target the Jedi Temple, sector 1 A.

COMMANDER DROID: Target acquired.

There is a moment of thought seen in Maul…He hesitates.

MUAL: Fire.

EXT. CORUSCANT – ORBIT – SPACE BATTLE -MALEVOLENCE

The Malevolence sends a blast down to the surface. The camera follows the blast down.

INT. CORUSCANT – ORBIT – OBI WAN FIGHTER

OBI WAN: No!

INT. CORUSCANT – ORBIT – ANAKIN'S FIGHTER

ANAKIN: PADME! (in agony)

EXT. CORUSCANT – SKYLINE – NABOO EMBASSY – WINDOW ROOM

Padme kneels in front of C-3PO examining his leg with the silver spare one from B-3PO in a room full of Senators.[61] A large window exposes the battle that is raging far away from them. She sees the blast coming from space into the atmosphere and destroys the Jedi Temple. She stands to get a closer look out the window.

PADME: Oh No…

EXT. CORUSCANT – CITY STREETS – LANDING PLATFORM - DAY

Mace is still suspending Grievous's ship with the force, but suddenly a large explosion behind him occurs as the Jedi Temple is hit. He feels the pain through the force and drops to his knees, and releases the ship. The ship then takes off toward space.

INT.-CORUSCANT – CITY – STREET LEVEL – AAYLA SECURA'S FIGHTER – DAY

Aayla can't believe her eyes as the temple is destroyed in the distance. She gasps.

INT. CORUSCANT – ORBIT – ANAKIN'S FIGHTER

Anakin pilots his fighter violently. He is in rage, and can't hold back his anger.

ANAKIN: AAAAHHH!

EXT. CORUSCANT – CITY - DROID OFFENCIVE- DAY

Yoda, still fighting the droids, feels the loss of the temple through the force his eyes are wide as tears steam from his eyes. He uses all the might in him and force pushes all remaining droid advancements in his area away from him and off of a ravine.

YODA: The Younglings!

Yoda stumbles and catches his self as he falls to the ground.[62]

EXT. CORUSCANT – SKYLINE – JEDI TEMPLE

The Temple sits in ruins. The camera pulls back into the atmosphere witnessing all the combat on the surface and in space. The Second Fleet then drops out of hyperspace, adding to the chaos that encompasses the planet. The camera continues to pull back.

IRIS OUT

End Title

Star Wars

Episode III

REVENGE OF THE SITH

CARD

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

STAR WARS

Episode III

Revenge of the Sith

The Republic capitol of Coruscant is crumbling under attacks by the ruthless Sith Lord, Darth Maul. From the Confederate Dreadnought Malevolence, an ion blast has destroyed the Jedi Temple. Evil is everywhere. In a stunning move, the fiendish droid leader, General Grievous, has swept into the Republic capital and kidnapped Chancellor Palpatine, leader of the Galactic Senate. As the Confederate Droid Army attempts to flee the besieged capital with their valuable hostage, two Jedi Knights lead a desperate mission to rescue the captive chancellor. . . . [63]

EXT. SPACE - CORUSCANT ORBIT

Pan down to reveal a Republic Star Savior. Continue to pan with the cruiser as two jedi starfighters enter and head toward a droid dreadnaught. The camera follows the Jedi Fighters as they maneuver, dodging flack and enemy laser fire. R4-P17 is with Anakin's ship. R2-D2 is on Obi-Wan's ship. A giant space battle with clone headhunter ships and droid ships is revealed as the tiny Jedi fighters continue their assault in a synchronous ballet, however Anakin's ship seems more aggressive and is blasting droid vulture fighters like mad.

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S STARFIGHTER COCKPIT

Anakin attacks violently; he blasts a trade federation droid drop fighter, dodges an incoming vulture droid, and then fires again. He is in rage.

ANAKIN: Aaaa!

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S STARFIGHTER COCKPIT

Obi-Wan bounces through the flack with a frown. His ship rocks violently.

OBI-WAN: Look out, two droids inbound . . .

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S STARFIGHTER COCKPIT

ANAKIN: Lock on to them R4. I've got them!

EXT. SPACE - CORUSCANT ORBIT

Anakin's ship then spins and blasts the four vulture droids. His ship continues to move aggressively, but very dangerously, and he barely misses the bow of an enemy ship.

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S STARFIGHTER COCKPIT

OBI WAN: Anakin, control your temper!

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S STARFIGHTER COCKPIT

ANAKIN: Master, they destroyed the Jedi Temple…I will have no mercy for these…machines!

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S STARFIGHTER COCKPIT

OBI WAN: Anakin, our mission is to retrieve the chancellor, do not seek revenge…you are a Jedi, now act like one.

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S STARFIGHTER COCKPIT

ANAKIN: Yes…Master. (put off)

EXT. SPACE - CORUSCANT ORBIT

Six vulture droids in formation are attacking the clone headhunter ships. One of them turns their head and eyes the two Jedi fighters, locks his head back into position and then bank with the other fighters in formation. They start to blast at the two fighters.

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S STARFIGHTER COCKPIT

Obi Wan struggles to maintain control of his ship

OBI WAN: We've got to split them up

ANAKIN (over the communicator) Break left, fly through the guns on that cruiser.

EXT. SPACE - CORUSCANT ORBIT

Obi Wan flies to the left of a gun on a Republic Cruiser. The six droid fighters follow.

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S STARFIGHTER COCKPIT

OBI-WAN: Easy for you to say . . . why am I always the bait?

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S STARFIGHTER COCKPIT

ANAKIN: Don't worry. I'm coming around behind you.

EXT. SPACE – CORUSCANT ORBIT

Obi Wan does some maneuvers around the large starship's superstructure, one droid is shot down but the other five are on his tail, blasting away

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S STARFIGHTER COCKPIT

OBI-WAN: Anakin, they're all over me!

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S STARFIGHTER COCKPIT

ANAKIN: Dead ahead! Closing . . . lock onto him, Arfour . . .

EXT. SPACE – CORUSCANT ORBIT – SPACE BATTLE

Arfour Beeps his reply as Anakin swoops in for the kill. Anakin blasts two of the droid fighters. They explode.

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S STARFIGHTER COCKPIT

R4-P17: Beeps (angry warning)

ANAKIN: Copy that Arfour

OBI-WAN: (through the communicator) I'm going down on the deck.

ANAKIN: I need some room to maneuver.

EXT. SPACE – CORUSCANT ORBIT

Obi Wan dives toward the surface of one of the confederate dreadnaughts and is forced to fly through a maelstrom of laser flack. He skims the surface, followed by the three droid fighters, which are followed by Anakin. Anakin manages to destroy another droid fighter. The debris from the fighter then crashes into another droid fighter and it crashes into the dreadnaught.

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S STARFIGHTER COCKPIT

ANAKIN: (continuing) Cut right. Do you hear me?! Cut right. Don't let him get a handle on you. Come on, Arfour, lock on! Lock on!

R4-P17: BEEPS

The crosshairs merge on one of the remaining droid fighters.

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S STARFIGHTER COCKPIT

OBI-WAN: Hurry up! I don't like this!

EXT. SPACE – CORUSCANT ORBIT – SPACE BATTLE

Obi-Wan flies through a narrow gap between two towers on a Battleship. The droid fighter hits one of Obi-Wan's wings with a laser blast, and parts of the ship go flying around.

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S STARFIGHTER COCKPIT

Obi Wan's ship shakes

OBI-WAN: (continuing) Ouch!

R2-D2: Beeps

OBI-WAN: (continuing) Don't even try to fix it, Artwo. I've shut it down.

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S STARFIGHTER COCKPIT

ANAKIN: We're locked on ... we've got him . . .

EXT. SPACE – CORUSCANT ORBIT –SPACE BATTLE

Anakin drops in behind the last vulture droid and blows him apart. R4 squeals with delight.

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S STARFIGHTER COCKPIT

OBI-WAN: Next time you're the bait . . . Now we have to locate the ship that the chancellor is located. (he touches the communicator) Odd Ball, do we have any intel on the location of the Chancellor?

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S STARFIGHTER COCKPIT

ODD BALL: (over the communicator) None sir, we lost his ship when he broke orbit.

Anakin's ship then rises above the battle and drifts as he looks out the spacecraft. He the levels on the Malevolence, and stares with a sinister look on his face.

ANAKIN: He is on the Malevolence.

OBI WAN: It seems too obvious.

ANAKIN: I'm positive, the Sith is there. His presence is strong...He is controlling all of this.

INT. SPACE – CORUSCANT ORBIT – OBI WAN STARFIGHTER COCKPIT

OBI WAN: Are you sure my Padawan?

ANAKIN (over the communicator) Master, I am sure of it.

Obi Wan pilots to get a closer look at the huge spacecraft, the Malevolence. Vulture droids are crawling all over it.

OBI-WAN: I see it. Crawling with vulture droids, this is not going to be easy.

Ahead is the Malevolence with bat-like droid vulture fighters stalking around on the hull. The vulture fighters transform into flight configuration, lift off the cruiser.

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S STARFIGHTER COCKPIT

Anakin hits a few controls.

ANAKIN: Come on, we can take them.

OBI-WAN: Not this time. There's too much at stake.

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S STARFIGHTER COCKPIT

OBI-WAN: We need help. Master Fisto, do you copy?

INT. SPACE – CORUSCANT ORBIT – STAR SAVIOUR JUSTIFIER BRIDGE

Kit Fisto stands on command of the Star Savior Justifier. Through the windows the battle is seen over Coruscant.

KIT FISTO: Loud and clear Obi Wan.

OBI WAN: (through communicator) We have reason to believe the Chancellor is indeed on the Malevolence. We are going to need a squad of fighters to engage.

KIT FISTO: I'm sending Odd Ball out to assist; they will meet you at our bow. I'm sending them in now.

OBI WAN: (through communicator) Thank you.

KIT FISTO: May the force be with you.

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S STARFIGHTER COCKPIT

OBI WAN: Odd Ball, are you there.

ODD BALL: (OS) Copy, Red Leader.

OBI-WAN: Mark my position and form your squad up behind me . . .

INT. SPACE – CORUSCANT ORBIT – ODD BALL'S FIGHTER COCKPIT-SPACE

ODD BALL: We're on your tail, General Kenobi. Set T-foils in attack position.

EXT. SPACE – CORUSCANT ORBIT – ODD BALL'S FIGHTER SQUAD

Odd Ball's squad pilot new Eta-2 Actis-class light interceptor. The wings expand to reveal T.I.E. technology. They follow Obi Wan and Anakin. The protective ray shield lowers on the main hanger of the Malevolence, and droid tri-fighters emerge and join the droid vulture fighters. They head to infiltrate the republic forces. Droid cannons in the main hanger begin to fire at the light interceptors.

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S STARFIGHTER COCKPIT

OBI WAN: Let them pass between us

EXT. SPACE – CORUSCANT ORBIT – SPACE BATTLE

Droid ships fly right for Odd Ball's squad of light interceptors, Anakin, and Obi Wan. The Republic fighters evade their forward attack and then bank.

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S STARFIGHTER COCKPIT

ANAKIN: Ten Vulture Droids straight-ahead, coming down the left side.

R4-P17: (Beeps a worried message)

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S STARFIGHTER COCKPIT

OBI-WAN: Add five Tri-fighters on the right . . .

ANAKIN: I'm going head to head.

OBI-WAN: Take it easy, Anakin.

EXT. SPACE – CORUSCANT ORBIT

Four Clone Fighters move into formation behind the Jedi.

INT. SPACE – CORUSCANT ORBIT – ODD BALL'S FIGHTER COCKPIT

ODD BALL: I'm on your right, Red Leader.

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S STARFIGHTER COCKPIT

ANAKIN: Incoming!

R4-P17: (Squeals)

EXT. SPACE – CORUSCANT ORBIT

R4-P17 Squeals as five droid tri-fighters pass by at high speed

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S FIGHTER COCKPIT

R2-D2: (Beeps)

OBI-WAN: Five more on the right!

EXT. SPACE – CORUSCANT ORBIT

Four more vulture droids pass at high speed from the left. All hell breaks loose. A Tri Droid gets right on Anakin's tail.

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S FIGHTER COCKPIT

R4-P17: (Beeps)

ANAKIN: I know, I see him...

EXT. SPACE – CORUSCANT ORBIT

The Tri Droid begins to fire on Anakin

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S FIGHTER COCKPIT

Anakin tries to shake him, but fails and dodges

R4-P17: (Beeps)

ANAKIN: I see him!

EXT. SPACE – CORUSCANT ORBIT

The Tri Droid bears down on Anakin, and fires.

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S FIGHTER COCKPIT

R4-P17: (Beeps)

ANAKIN: I know!

Suddenly R4-P17 is hit and explodes. Anakin looks out the window at where the droid was, and looks worried, he then spins the ship.

EXT. SPACE – CORUSCANT ORBIT

Obi Wan then blasts the Tri Fighter and destroys it from behind

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S FIGHTER COCKPIT

OBI-WAN: Anakin, are you alright?

ANAKIN: Yes Master…but I can't say the same for R5

Obi Wan looks concerned.

OBI-WAN: I'm going high and right, our boys are getting hit hard, they need help.

ANAKIN: No, our mission is to retrieve the Chancellor.

Obi-Wan and Anakin continue to fire on the vulture droid fighters. A clone fighter is hit and explodes, spewing debris. The clone pilot spins off into space.

INT. SPACE – CORUSCANT ORBIT – ODD BALL'S FIGHTER COCKPIT

ODD BALL: There are too many of them.

CLONE PILOT 2: (through communicator) I'm on your wing. Break left. Break left.

ODD BALL: They're all over me. Get them off my . . .

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S FIGHTER COCKPIT

OBI WAN: (Through communicator) We need to help them out!

ANAKIN: No, no! They are doing their job so we can do ours. Head for the Command Ship!

EXT. SPACE – CORUSCANT ORBIT

A light interceptor is hit, bursts into flames, and spins off into space. A Hyena-class bomber raises its head to locate its target and fires missiles at them.

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S FIGHTER COCKPIT

ANAKIN: Missiles! Pull up!

EXT. SPACE – CORUSCANT ORBIT

Four missiles are poised on the two Jedi. The Jedi dodge and the missiles fly past them.

INT. SPACE – CORUSCANT ORBIT – OBI WAN FIGHTER COCKPIT

Obi Wan looks out the port side of his ship as the missiles go by

OBI WAN: They overshot us.

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S FIGHTER COCKPIT

ANAKIN: They're coming back around.

EXT. SPACE – CORUSCANT ORBIT – SPACE BATTLE

The missiles turn to pursue the two Jedi Starfighters

INT. SPACE – CORUSCANT ORBIT – OBI WAN FIGHTER COCKPIT

OBI WAN: Let's split up

EXT. SPACE – CORUSCANT ORBIT – SPACE BATTLE

The two fighters separate and two missiles follow each of them. Obi Wan banks sharply to the right, then to the left, causing one of the missiles to hit a vulture droid.

INT. SPACE – CORUSCANT ORBIT – OBI WAN FIGHTER COCKPIT

OBI-WAN: One more to go…

R2-D2: (Beeps)

EXT. SPACE – CORUSCANT ORBIT – SPACE BATTLE

The two missiles chase Anakin.

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S FIGHTER COCKPIT

ANAKIN: I have an idea…

EXT. SPACE – CORUSCANT ORBIT – SPACE BATTLE

Anakin banks and flies toward the Malevolence…

The second missile streaks next to Obi-Wan's Fighter and explodes. Obi-Wan's ship rocks, and R2 sounds panicked as the Starfighter rips through the explosion. Debris flies all around them and hits Obi Wan's wing. Obi Wan's ship flies out of control.

INT. SPACE – CORUSCANT ORBIT – OBI WAN FIGHTER COCKPIT

OBI-WAN: All right, Artwo. No, no. Nothing too fancy! Surge all power units. Artoo! Reverse thrusters.

EXT. SPACE – CORUSCANT ORBIT – SPACE BATTLE

Obi Wan regains control.

INT. SPACE – CORUSCANT ORBIT – OBI WAN FIGHTER COCKPIT

R2-D2: Beep

OBI-WAN: Flying is for droids.

EXT. SPACE – CORUSCANT ORBIT– SPACE BATTLE

The two missiles continue to follow Anakin as he approaches the Malevolence. It fires down on the small fighter.

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S FIGHTER COCKPIT

ANAKIN: Master, meet me at the secondary hanger on the port side.

OBI-WAN: (communicator) Have you noticed the shields are still up?

ANAKIN: Not for long

EXT. SPACE – CORUSCANT ORBIT– SPACE BATTLE

Anakin flies right for the Malevolence and banks last minute. The missiles that were tailing him then fly into the shield generator for the secondary docking station. They explode and the shield lowers.

INT. SPACE – CORUSCANT ORBIT – ANAKIN'S FIGHTER COCKPIT

R5-P17: Beeps (of success)

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE BRIDGE

General Grievous stands at the command module on the Melevolence. The battle over Coruscant is seen outside the bridge windows. The Chancellor sits in a chair near the command module. His hands are bound. Navigation Droids sit at their posts, Grievous gives commands.

GRIEVOUS: Bring us around to grid 1.48, prepare for a full retreat. (he looks to chancellor Palpatine) We have what we came for.

PALPATINE: You'll never get away with this.

GRIEVOUS: HaHaHa, I believe, I already have, Chancellor.

Grievous then coughs and grabs his chest.

INTEL DROID: Sir, we have lost shielding to hanger 2B. The localized shield generator has been destroyed.

GRIEVOUS: Re-rout power to the deflector shield to contain the area, and close the blast doors!

INTEL DROID: Yes, sir.

The droid gets to work at his station.

EXT. SPACE – CORUSCANT ORBIT– SPACE BATTLE

Anakin loops back and Obi Wan comes to meet him. They begin to blast at the DSD-1 Spider Droid Canons in the docking bay. Anakin has a direct hit on one of the droid canons.

INT. SPACE – CORUSCANT ORBIT – OBI WAN FIGHTER COCKPIT

OBI-WAN: Nice Work, let's get in there before they re-direct the deflector shield.

ANAKIN: Yes Master

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE - HANGER

The two fly directly toward the hanger. The blast door begins to shut at the two accelerate. Obi Wan flies in first and spins his shit to destroy the spider droids. Anakin maneuvers around and flies into the hanger but clips the door with his wing as it slams shut. He crashes on the deck of the hanger bay, engulfed in a fantail of sparks. Anakin ignites his light saber and cuts his way out of the cockpit. He jumps out of the moving wreckage and slashes through two B2 Battle droids. Obi Wan continues to blast down the remainder of the droids with his ships weapons. After the room is cleared, Obi Wan brings his ship in for a landing next to Anakin. Obi Wan exits his ship.

OBI WAN: R2, get to the terminal and see what you can come up with? We need to locate the Chancellor.

R2 pops out of the jedi starfighter and goes to the terminal and links in. A hologram of the Malevolence appears out of R2's holo-emitter.

ANAKIN: The Sith is here, I sense a tremor in the force.

OBI WAN: I sense a trap.

ANAKIN: Next move?

OBI WAN: Spring the trap.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE BRIDGE

INTEL DROID: Sir, we are detecting organics in hanger 2B.

GRIEVOUS: Run a Biofilter to inoculate the area (He turns to some B2 Battle Droids) Reinforcements Now!

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE - HANGER

The two Jedi look at the Hologram with R2

OBI WAN: It's this way to the Bridge, but I don't see where the chancellor is. He hasn't been logged into the computer. We may need to split up to cover more ground.

Just then alarms start to go off in the hanger. A Biofilter start to drag across the room (a set of lasers in a grid that kill any organic life)

ANAKIN: A biofilter's been triggered.

OBI WAN: We're going to have to get out of here…R2 keep an eye on us and see if you can shut down those biofilters or this rescue will be over before it begins.

The Jedi look around as the biofilter gets closer, they run to the elevator shaft.

ANAKIN: Only one-way to go.

The biofilter passes R2-D2 and he is unharmed. Anakin ignites his light saber and slashes through the door. It cuts open and the two jump into the elevator shaft as the biofilter passes.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – ELEVATOR SHAFT

The two Jedi grab onto the tracks that support the elevators and ascend. Anakin is above Obi Wan. They reach the next level. Just then an elevator is seen coming up from beneath them.

OBI WAN: Slash open that door, and lets get out of here!

The elevator stops on the level below them. Anakin grabs his lightsaber with one hand, ignites it and slashes through the door twice, and then looses his grip, and drops his light saber. Obi Wan, who is still under him, reaches through the force and grabs the lightsaber as it falls. Anakin looks down and then force pushes the elevator door and begins to climb through. Obi Wan hooks Anakin's light saber to his belt and climbs up. Just then the Elevator begins to move again and heads straight for Obi Wan. He then jumps at the level that Anakin is on. Anakin extends his hand and pulls Obi Wan into the room just in the knick of time. They are now in a long Hallway.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE - HANGER

R2 notices two B2 Battle droids entering the hanger. He moves from his post and hides against the wall.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – LONG HALLWAY

Obi Wan gets to his feet and hands Anakin the lightsaber.

OBI WAN: Here. Next time try not to lose it.

Anakin reaches for the lightsaber but Obi Wan continues to hold it.

OBI WAN: A Jedi's saber is his most precious possession…

ANAKIN: Yes Master.

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

ANAKIN: I know, Master

OBI WAN: This weapon is your life.

ANAKIN: I've heard this lesson before…it was an accident

Obi Wan lets go of the lightsaber.

OBI WAN: What could have been a costly accident. Anakin, focus on the here and now. Why do I get the feeling you're going to be the death of me?![64]
ANAKIN: Master, I just saved you!

Just then alarms like before go off and a Biofilter comes down the hallway.

OBI WAN: Another Biofilter!

The two then run away from the filter. Obi Wan gets on his communicator.

OBI WAN: R2, we need you to shut town the Biofilter!

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – HANGER

The two B2 Battledroids walk to the Jedi Starfighter and inspect it. They overhear Obi-Wan's voice over the comlink and are distracted.

B2 BATTLE DROID 1: What's that?

B2 BATTLE DROID 2: Get back to work, it's nothing.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – LONG HALLWAY

The two Jedi continue to run down the hallway ahead of the biofilter.

OBI WAN: R2-D2, do you copy? Shut down the biofilters!

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – HANGER

R2 looks over to the terminal. He is going to have to give away his location if he plans on saving the Jedi. The B2 Battle droids hear Obi-Wan's voice again.

B2 BATTLE DROID 1: There it is again?

R2 then races over to the terminal and links in. His arms twists as he begins to access. The two battle droids see R2 and walk to the little droid.

B2 BATTLE DROID 2: Hey you!

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – LONG HALLWAY

The two Jedi get to the end of the Hallway and Anakin touches the blast doors with his hand.

ANAKIN: Blast doors, we're not getting through this very fast.

The biofilter is almost on them and then it dissipates.

OBI WAN: (to his communicator) That was a close call R2, are you alright?

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – HANGER

R2 beeps a sigh of relieve, then the two B2 Battle droids rip him from the terminal and hold him up. One of them chuckles as the little Astro Droid curses and swings at them.

B2 BATTLE DROID 1: You stupid little astro droid!

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – LONG HALLWAY

OBI WAN: R2 do you copy? We need you to open the blast doors.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – HANGER

R2 activates his oil house and sprays the B2 Battle droids, covering them with oil. The droids fall and slip on the oil. They drop R2 but before he touches the group, he then ignites his arm rockets and sets the oil on fire. The Battle Droids slip and slide until they fall, smoldering. R2 then rolls away and docks back with the terminal. He beeps.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – LONG HALLWAY

The blast doors open and R2 responds to Obi Wan.

R2-D2: Beep

OBI WAN: There you are, thank you R2. Let's try to be a bit more alert next time?

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – HANGER

R2-D2: Beeps (in disgust)

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – LONG HALLWAY

OBI WAN: I think we need to split up Anakin. You take the bridge, and I will take the brig. The Chancellor has got to be at one of those places. Let's also try to destroy this ship in the process.

Just then the ship shakes as if it has been attacked from the outside.

OBI WAN: Or maybe Master Fisto will destroy it for us, hopefully after we're off of it.

ANAKIN: What about the Sith?

OBI WAN: If you run into the Sith, don't try to take him alone.

ANAKIN: I can take him.

OBI WAN: Anakin, obviously not. Avoid him at all cost young Padawan. A more pressing issue is how we are going to get off this ship?

ANAKIN: Improvise.

The two Jedi then walk through the blast doors that reveal another hallway running perpendicular to their current one. They run down opposite sides.

EXT. CORUSCANT – CITY STREETS - DAY

Yoda stands in the city street, still fighting off droid army that seems to be in retreat. The clone forces are now easily pushing back the droids and landing ships begin to take off back to the skies. Cody stands with Yoda and commands his brigade.

CODY: Get the heavy artillery to the forefront, shoot those landing craft down!

YODA: No! Commander Cody.

Cody then looks to Yoda, who is grief stricken.

YODA: No, destroy a city block, a fallen ship will. Open space…this battle must occur. (he breaths deaply) to the temple! Survivors we must find.

CODY: But master Yoda, the Temple was completely destroyed.

YODA: The temple, I command you! (He falls to the ground)

CODY: Yes sir! (yells to his team) Take out as many ground clankers as you can, then we move to the Jedi Temple, search and rescue, now move!

The clone squad then move out, blasting away at B2 and B1 Battle droids.

INT. SPACE – CORUSCANT ORBIT – STAR SAVIOUR JUSTIFIER BRIDGE

Kit Fisto stands at command of the vessel.

COMM OFFICER: Master Fisto, It appears that the confederates are in retreat.

KIT FISTO: (forceful) We can not let that ship escape…Fire on that Juggernaught Battleship (the Malevolance is seen out the window).

COMM OFFICER: But sir, the Chancellor

KIT FISTO: Concentrate Fire on the engines and ion canon.

EXT. SPACE – CORUSCANT ORBIT

The star savior moves into position toward the Malevolence, other Star Saviors follow suit.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – BRIG

Obi Wan makes it to the brig. He destroys several droids in the room and two destroyer droids move in to intercept him, but Obi Wan deflects fire and uses the force to push them into a jail cell. He uses his saber to seal the door shut. The Droids try to fire at the door but the lasers ricochets and they destroy themselves.

OBI WAN: Magnetically Sealed.

Obi Wan looks at the prisoner log, then looks up and goes to his communicator to Anakin.

OBI WAN: The Chancellor is not in the brig, he must be on the bridge

The Ship then shakes. Obi Wan catches himself.

OBI WAN: We need to act fast.

ANAKIN: (through communicator) Yes Master, I'm almost to the bridge.

Just then, in the background, down the detention block, Darth Maul appears, and ignites his dual sided lightsaber. Obi Wan turns to him.

MAUL: Jedi. I have been waiting for you.

Obi Wan ignites his light saber, and points it at Maul.

OBI WAN: Where is the chancellor?

MAUL: He is in good hands, I assure you.

OBI WAN: I will not leave here without him

MAUL: Then let us finish what we began so many years ago.

OBI WAN: You seek revenge.

MAUL: Yes…Revenge. Let's start with Revenge.[65]

The two attack each other in a light saber duel. Darth Maul comes on strong and backs Obi Wan up. The cell block is tight and the two move extremely precisely. Maul attacks and Obi Wan defends and the two stand with their blades sparking against each other.

MAUL: Still as weak as ever, and they call you master. What could you possibly teach young Skywalker that he doesn't know already?

They block and parry then come back together.

OBI WAN: The same lesson I shall demonstrate with you Darth.

They block and parry again then come back together.

OBI WAN: That the light side will always illuminate the darkness.

Maul snarls and they continue to combat. Maul seems to get the upper hand.

MAUL: I am surprised you would have forgotten the power of the dark side so easily after I killed your master, Qui-Go (he is interrupted)

OBI WAN: (angered) You dare not say his name.

Obi Wan seems angered and comes on aggressively, backing Maul up. Maul blocks and the two come together again.

MAUL: How did it feel to watch as I gutted your master?

Obi Wan attacks aggressively and the ship then shakes knocking the two off balance.

EXT. SPACE – CORUSCANT ORBIT – STAR SAVIOUR JUSTIFIER AND THE MALEVOLENCE

The Justifier closes in on the Malevolence and begins to fire upon it. The space battle continues as more Republic Cruisers close in. Several confederate ships begin to leave orbit and attempt to escape.

INT. SPACE – CORUSCANT ORBIT – STAR SAVIOUR JUSTIFIER - BRIDGE

Kit Fisto stands at the command of the Justifier as it fires down on the Malevolence, the Ion Cannon on the side of the Malevolence is destroyed.

KIT FISTO: Concentrate firepower on their starboard engine

The Malevolence hits the Justifier. The bridge lights up and shakes. The crew regain their balance.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – BRIDGE

The bridge shakes as Grievous paces toward to front window.

GRIEVOUS: Defensive positions…Attack the Star Savior barring 4.36. All Batteries Fire!

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – GUN PLATFORM

Droid Canons fire away at the Star Savior

INT. SPACE – CORUSCANT ORBIT – STAR SAVIOUR JUSTIFIER – GUN PLATFORM

A clone trooper runs behind the gun batteries as one cannon is destroyed by enemy fire. The deck explodes.

INT. SPACE – CORUSCANT ORBIT – STAR SAVIOUR JUSTIFIER - BRIDGE

The ship shakes.

KIT FISTO: Status

TACTICLE OFFICER: Minimal damage sir, droid cannons are trying to penetrate our shields.

KIT FISTO: All other confederate ships are retreating… .(he turns to a control panel and presses a button) Obi Wan, Anakin…do you copy?

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – HALLWAY

Anakin appears to be making his way up a hallway, slashing down several battle droids in the process. He clears the hallway and turns to his communicator.

ANAKIN: Anakin here, I am about to take the bridge. We believe that Grievous and the Chancellor are there.

KIT FISTO: (through communicator) Have you heard from Obi Wan? (begins to crackle out)

ANAKIN: They're Jamming us…R2, do you read?

R2: (though communicator) Beep Beep

ANAKIN: They must be blocking the signal from the Justifier. Stay on those Bio-Filters.

Anakin then approaches a large blast door. He puts his hand on it, closes his eyes, then takes a step back. He lifts his hand and uses the force on the door. It slowly creeps open, he concentrates as the doors begin to be forced open. The doors get about a yard apart and he jumps and leaps through the door, igniting his light saber.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – BRIDGE

Anakin then tumbles and rises to his feet, standing defensively. The bridge shakes and Grievous stands at the command module and the droid bridge crew turns to look at the Jedi. Grievous then turns, and looks at Anakin. Grievous leaps from the command module to the Chancellor who is still tied up. He grabs the Chancellor and ignites a light saber and draws it across the Chancellor's neck.

GRIEVOUS: Your sword, Jedi. We don't want to make a mess of things in front of the Chancellor.

Anakin stays poised

GRIEVOUS: Anakin Skywalker, I presume. I was expecting someone with your reputation to be a little older.

ANAKIN: General Grievous…You're shorter than I expected.

GRIEVOUS: (Coughs) Jedi, Scum…Surrender or the Chancellor Dies!

Anakin stays poised. He stares down Grievous.

ANAKIN: I don't believe you will…or you would have done so already.

Grievous clutches the chancellor even tighter.

GRIEVOUS: Don't test me Jedi. Guards, Crush him! (coughs again)

Battle droids begin to fire on Anakin. The bridge degenerates into chaos. Anakin deflects their fire with ease and destroys them in the process. Meanwhile, Grievous throws the chancellor against the wall and lunges at Anakin, igniting another lightsaber.

He attacks Anakin, and Anakin blocks him and they engage in a lightsaber battle. Two battle droids secure Chancellor Palpatine. Grievous coughs and Anakin almost gets to Grievous a few times. Grievous looses his footing and back pedals, and coughs again. The ship then shakes. Alarms go off. A droid pilot yells at Grievous.

PILOT DROID: Sir, our main engines are off line. All aft control cells are dead.

Grievous deflects Anakins attacks, and backs up

GRIEVOUS: Stay at your stations!

Anakin attacks and knocks a light saber out of Grievous's hand. Grievous blocks and then coughs. The pilot droid yells to Grievous

PILOT DROID: Sir, our shields are down! We're losing magnetism. The ship is breaking up!

GRIEVOUS: Keep this ship in orbit!

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – BRIG

Maul and Obi Wan continue to battle. Maul takes the upper hand as Obi Wan is backed up into the control room. Obi Wan back steps down into the room and Maul stands above him.

MAUL: You are at your end.

Maul leaps up to attack, however as he leaps the ships gravity gives out and Maul continues to float up. Obi Wan begins to float along with destroyed battle droids. Maul gets to the ceiling of the room and kicks himself off to attack Obi Wan. Obi Wan leaps as well and they strike at each other as they pass. Obi Wan uses the destroyed droids, and calls upon to force to fling them at Maul. Maul is hit by one but destroys the next two. Then the ship shakes again and the room begins to bend and sway as if it is getting ripped apart. Obi Wan then calls on the force and force pushes Maul as he tries to deflect another droid part. Obi Wan sends Maul down the Brig hallway where the cells are located. He then uses the force to flip a few switches and several blast doors seal off different sections of the brig, trapping Maul on the other side. Obi Wan then calls to his communicator as he is still floating.

OBI WAN: Anakin, do you copy?

(there is no answer)

OBI WAN: R2, are you there?

R2-D2: (Through communicator) Beep Beep

OBI WAN: R2, have you heard from Anakin?

R2-D2: (Through communicator) Beep Beep

OBI WAN: Good, R2 I need an evac, where should I meet you?

R2-D2: (Through communicator) Beep Beep Beep

OBI WAN: (looks at his wrist) Ok, I'm on my way.

Obi Wan force pushes himself to the door.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – HANGER

The Hanger is now in chaos as the Jedi Cruiser and debris float around the room. R2-D2 then separates himself from the terminal and wheels over to the ship which is now floating. He demagnetizes himself from the deck and uses his thrusters to push himself to the Jedi Cruiser, magnetizes to it and gets into his slot. He blasts a whole in the door to escape. The room then depressurizes and he along with lots of other debris are sucked into space.

EXT. SPACE – CORUSCANT ORBIT – MALEVOLENCE

Once in space R2 divagates around debris and thrusts off down the side of the ship. He beeps a sigh of relief. But just then two vulture droids drop on his tail. He then turns around to see them and beeps again as he weaves around the Malevolence that is starting to break in two. The vulture droids start to fire on him.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – BRIDGE

The lightsaber dual continues on the bridge but suddenly the gravity gives out as well, and Anakin, Grievous, Palpatine, and numerous droids start floating. Grievous reaches down and grabs the back of chair with his foot talon and starts grabbing on to things in the room until he gets to the window. He coughs.

GRIEVOUS: I'm sorry, but we've run out of time.

Anakin then reaches through the force to Grievous, grabbing him by his neck.

ANAKIN: You will never escape me, Grievous. This war ends here.

Grievous is choking as Anakin grabs his neck through the force, attempting to suffocate him.

GRIEVOUS: (coughing) You loose Skywalker.

Grievous slices through the window with his light saber and kicks it with his leg. The glass shatters and everything that is not nailed down is sucked into space. Grievous is the first one sucked out.

EXT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – BRIDGE

Now outside the bridge and floating out into space, Grievous fires a cable from his arm that attaches to the ship. He swings in a lands firmly on the side of the ship.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – BRIDGE

Palpatine starts to get sucked out toward the window, but Anakin holds on to a station in the room and grabs Palpatine through the force. Suspends him in mid air, then hits a control button lowering a blast shield around the bridge.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – BRIG

Darth Maul slashes his way through a blast door with his light saber and floats through. He presses a few buttons on his wrist gauntlet.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – HANGER 2

Maul floats down a few hallways and turn into a hanger bay where the Scimitar is waiting. The Scimitar is upside down on the ceiling of the room. He force pushes himself up to it and boards the ship.

EXT. SPACE – CORUSCANT ORBIT – MALEVOLENCE HULL

R2 flies the ship evasively and with some tricky piloting he manages to destroy one of the vulture droids against the Malevolence. He beeps happiness.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – BRIDGE

They are still suspended without gravity. Anakin looks at the controls of the ship, and moves to his communicator.

ANAKIN: Master do you copy?

OBI WAN: (Through his communicator) Yes Anakin, are you alright? Do you have the Chancellor?

ANAKIN: Yes Master, he is unharmed, but the ship is about to tear apart. I am going to escape with the chancellor in an escape pod.

OBI WAN: (Through his communicator) What about Grievous?

ANAKIN: He escaped.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – MAIN HANGER

Obi Wan floats into the main hanger bay overlooking the battle. The Star Savior Justifier is bearing down and attacking the ship. There are droids floating around, and explosions through out the ship as it begins to break apart. Obi Wan is talking on this communicator.

OBI WAN: Good Enough, protect the Chancellor and get him to safety. I'm going after the Sith.

ANAKIN: (Through the communicator) Did you confront him?!

OBI WAN: Yes. Kenobi out. R2, where are you?

Suddenly R2-D2 in the Jedi Starfighter flies into the open hanger with a vulture droid on his tail. R2 Beeps at Obi Wan and flies right past him. Obi Wan, who is floating, ignites his light saber and destroys the vulture droid as it passes. R2 then swings around

and pulls up next to Obi Wan. The cockpit opens and Obi Wan jumps into the ship. As the cockpit closes, a blast from the Justifier destroys the bay shields and everything including Obi Wan's Jedi Starfighter is sucked into space.

EXT. SPACE – CORUSCANT ORBIT – OBI WAN'S JEDI STARFIGHTER

After being sucked into space Obi-Wan stabilizes his ship.

OBI WAN: Stabilizers, R2.

Obi Wan hits some buttons.

OBI WAN: R2, can you identify any unusual ship signatures out there.

R2 D2: Beeps

OBI WAN: Yes, I think Maul will be in some sort of prototype ship.

R2 D2: Beeps

OBI WAN: Yes, that's the one, lets go.

Obi Wan regains control and looks out the window at the Scimitar in the distance.

OBI WAN: There you are.

Obi Wan takes off in the Sith's direction.

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – PRIVATE HANGER

Grievous enters a small private hanger to unveil his fighter the Soulless One. He jumps into the cockpit.

GRIEVOUS: Time to abandon ship.

Grievous's takes the controls of the ship and blasts out of the Malevolence

EXT. SPACE – CORUSCANT ORBIT – SOULESS ONE

Grievous then hits a few buttons.

GRIEVOUS: To all Confederate positions, the Malevolence is lost. Full Retreat! (Coughs)

Then the General hits his controls and takes off into hyperspace.

EXT. SPACE – CORUSCANT ORBIT – MALEVOLENCE HULL

Obi Wan bears down on the Scimitar and fires. The Scimitar then does some fancy flying and evades. The ships fly around the Massive Malevolence.

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S STARFIGHTER

Obi Wan locks down on the Scimitar in his sights.

OBI WAN: Now I have you!

Obi Wan is about to fire on the Scimitar

EXT. SPACE – CORUSCANT ORBIT – MALEVOLENCE HULL

Obi Wan is hit from behind by a Hyena Fighter and knocked off course.

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S STARFIGHTER

OBI WAN: I've been hit, R2?

R2: BEEP BEEP

OBI WAN: Odd Ball, are you there?

ODD BALL: (Through Communicator) Yes Sir

OBI WAN: Don't let that Sith ship get away!

EXT. SPACE – CORUSCANT ORBIT – MALEVOLENCE HULL

A Eta-2 Actis-class light interceptor destroys the Hyena Droida

INT. SPACE – CORUSCANT ORBIT – OBI WAN'S STARFIGHTER

Obi Wan tries to get back to attack the Scimitar but suddenly the Scimitar jumps into light speed. He looks disappointed.

OBI WAN: R2, Did we get a lock?

R2-D2: Beep (sad)

OBI WAN: Drat!

Obi Wan slams his fist down on the control panel

INT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – ESCAPE PODS

Anakin and Palpatine get to a wall of escape pods. The ship is shaking and falling apart.

PALPATINE: Not many escape pods for a ship of this size?

ANAKIN: That is because this ship is mostly piloted by droids. They don't need escape pods.

PALPATINE: My word.

The two get into one of the escape pods and sit. They put on their safety belts. Anakin hits the controls.

ANAKIN: Mayday Mayday, Justifier do you copy.

REPUBLIC COMMUNICATIONS OFFICER: (Through communicator) Loud and clear

ANAKIN: This is Anakin, I have the Chancellor. We are in escape pod signature 215, we need fighter escorts.

REPUBLIC COMMUNICATIONS OFFICER: (Through communicator) Good to hear, fighter support in route.

Anakin hits a few more controls and the escape pod is jettisoned.

EXT. SPACE – CORUSCANT ORBIT – MALEVOLENCE ESCAPE POD

The escape pod pops off the Malevolence and several republic Actis-class light interceptor fighters escort the pod on its descent. Vulture droids and Confederate Ships are seen in retreat.

EXT. SPACE – CORUSCANT ORBIT – MALEVOLENCE – SPACE BATTLE

The Malevolence then explodes into two pieces and is destroyed in orbit.

EXT. CORUSCANT – JEDI TEMPLE RUBBLE - DUSK

Clone troopers look through the smoldering wreckage. Yoda is quickly moving rubble out of the way with the force. In the backdrop the clones are securing the area.

YODA: Quickly!

The clone troopers continue to sift through the rubble of the building.

CLONE TROOPER: Sir! Over here!

Yoda then goes to the clone troopers location along with their commander. Under the wreckage is Oppo Rancisis who is trapped under a support beam. Yoda, moves the beam with the force and discards it to the side. Oppo moans in pain.

YODA: Master Rancisis, alive I have found you.

OPPO: (coughs and grasps for air) The Younglings…I do not feel them through the force.

YODA: (bows his head and takes a moment) Extinguished from this world, by the dark side, they have
OPPO: (urgent) Incomplete was their training, now…they are lost…(coughs and weeps) our future…lay in oblivion.

YODA: Always in motion is the future…Taught by you this lesson has been.

OPPO: (coughs) Twilight is upon me, old friend

YODA: Yes, soon night must fall…
OPPO: Skywalker…did he retrieve the chancellor?
YODA: Yes, rescue the chancellor he did…
OPPO: Good…He was always the…finest of my students… he must become a Jedi Knight..our future lay on his shoulders… (his eyes close, as he is dying).
YODA: Go now…be one with the living force….Master Rancisis.

Oppo Rancisis then disappears leaving his cloak behind. Yoda bows his head over Oppo's cloak as clone troopers in the background continue to sift through he wreckage.

EXT. CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – LANDING PLATFORM - DUSK

The escape pod that Anakin and Palpatine have escapes in descends upon the Executive Quarters Building escorted by Actis-class Interceptors. They begin their landing sequence. Several Interceptors veer away while the two closest ones begin their landing cycle. On the platform stands Mace Windu and several clone troopers. The escape pod lands on the platform. Several small droid legs ease the fall of the escape pod. The two interceptors land next to the escape pod. The door opens and out walks Palpatine followed by Anakin.

WINDU: Welcome back chancellor

PALPATINE: No thanks to you Master Windu. If it were not for Anakin I would have been captured for sure.

WINDU: We were overwhelmed Chancellor, and Sabotaged yet again.

PALPATINE: Sabotaged? Doubtful. We were unprepared for an attack on our capitol! We had the confederates' right where we wanted them! And our Republic forces let them slip away, yet again.

WINDU: With all due respect, the planet was secure until our planetary shield was lowered by an unknown source. Our enemy is from within Chancellor. And to complicate things, the captured changeling spy has been assassinated.

PALPATINE: I grow tired of all these failures master Jedi, it seems that the only Jedi I can depend on is Anakin. He does what no other Jedi can do. (he puts his hand on Anakin's shoulder)

ANAKIN: Thank you Chancellor (anxious)

WINDU: Valiant effort padawan

PALPATINE: Padawan? Surely he is a Jedi Knight by now.
WINDU: It will be up to the council when he shall be knighted.

PALPATINE: He has my full support.
ANAKIN: How many were killed in the temple?
WINDU: All of the younglings, and Oppo Rancisis, luckily most Jedi were on assignment. But the loss of the Younglings…

ANAKIN: Any sign of the Sovereign Wing? And Senator Amidala?
WINDU: She was quite heroic, she evacuated many of the senators from the Senate Chambers in fear that it may have been the confederates' next target.
PALPATINE: Yes, the destruction of the Jedi temple is a tragic loss, and a blow to the morale of the Republic. I would say it was a symbolic attack. But to no avail. We shall rebuild the Temple, we shall rebuild the temple even larger and grander than it was before beginning immediately.

ANAKIN: If you will excuse me.

PALPATINE: Certainly Anakin.

Anakin leaves Mace and Palpatine and runs to one of the Interceptor Fighters. The pilot now stands next to the ship.

ANAKIN: Pilot, I must use your ship
PILOT: Yes sir.

Anakin leaps into the Interceptor Fighter and blasts off.

EXT. CORUSCANT – DESIMATED CITYSCAPE – INTERCEPTOR FIGHTER -DUSK

Anakin's Interceptor Fighter flies over the cityscape that has been hit hard by the confederate attack. Air Firefighter vehicles hose off fires in buildings, and there is minimal traffic. Emergency crews and droids scramble.

INT. CORUSCANT – DESIMATED CITYSCAPE – INTERCEPTOR FIGHTER COCKPIT - DUSK

Anakin sits at the controls and hits a few buttons.

ANAKIN: Anakin Skywalker to Sovereign Wing, do you copy?

A brief silence over the communicator

ANAKIN: Sovereign Wing, do you copy?

TYPHO: (over the communicator) Sovereign Wing here.

ANAKIN: What is your location?
TYPHO: Naboo Embassy, we have the senator here, she is safe.

ANAKIN: I'm on my way

EXT. CORUSCANT – DESIMATED CITYSCAPE – INTERCEPTOR FIGHTER

Anakin's fighter banks and heads towards the Naboo Embassy.

EXT. CORUSCANT – NABOO EMBASSY – LANDING PAD - DUSK

Anakin's fighter comes in for a landing on one of the landing pads. The Sovereign Wing is seen parked on one of the other pads high up on the building. The cockpit opens and Anakin gets out of the ship. Padme is seen running up to him on the landing pad. The two embrace.

ANAKIN: When I heard the Jedi temple was destroyed, I thought I lost you.

PADME: I'm all right. It feels like we've been apart for a lifetime.

Anakin leans in for a kiss. Padme steps back

PADME: Wait, not here…I love you more than anything, but I won't let you give up your life as a Jedi for me…

ANAKIN: You're the only one who could make me give up my life.

Anakin grabs her again, and the two kiss on the platform. The wind blows and the Music swells. C-3PO walks out on the platform with a silver lower leg and pauses when he sees the two embrace.

EXT. CORUSCANT – SENATE PLAZA - DAY

The senate plaza is lined with monolithic caskets of the dead Jedi. Above each coffin is a hologram of the Jedi, many of which are younglings. Oppo Rancisis tomb is close to the center. The Jedi in attendance are Anakin, Mace, Yoda, Obi Wan, Kit Fisto and several others along with members of the senate including Amidala, Organa, and Mon Mothma. They stand in the front of a crowd that has is gathered for a funeral ceremony. Chancellor Palpatine comes forward toward a podium overlooking the caskets to say a few words. Two Republic elite guards flank him.

EXT. CORUSCANT – SENATE PLAZA – PODIUM - DAY

PALPATINE: My dear citizens of the Republic, it is with great displeasure that I am before you today. Our sovereign capital, the great Coruscant, has been poisoned by the confederate sting. An attack so treacherous that they would destroy the most hallowed Jedi temple in the galaxy. Yes before me today are the lost lives of too many of our most sacred defenders and keepers of peace in the galaxy. The Confederates believe that they have wounded us to our very core, but fear not my fellow citizens of the Republic. We shall rebuild the Jedi Temple larger and more magnificent that any temple in the galaxy. We must defeat our enemies, and restore peace. And so I have made an executive order calling to strengthen our Republic Army. We shall hunt down and bring those responsible for this merciless act to justice. We will bring all weapons to bear, and we shall be victorious!

EXT. CORUSCANT – SENATE PLAZA – CROWD -DAY

The crowd erupts in applause, however the Jedi and Loyalist senators stand solemn. The Loyalist senators, Bal Organa, Padme Amidala, the female Bothan senator Glynn-Beti and Mon Mothma begin a conversation as the crowd behind them continues to applaud.

PADME: So does this mean the end of peaceful negotiation?

MON MOTHMA: I'm afraid so Senator Amidala.

ORGANA: They are calling this new order the Stormtrooper initiative, designed to simply obliterate the confederates, with no mercy.

MON MOTHMA: When will all this killing end?
ORGANA: Aldreaan will not stand for the end of peace negotiations. Even after all these attacks, my father still believes in a peaceful solution….and so do I.

PADME: I'm beginning to think our pleas for peace are falling on deaf ears.

GLYNN-BETI: Well our governments terrified. As we speak, Botham is transferring a squad of grenadiers to help protect the senate and the Jedi. The chancellor has convinced the core worlds that a swift victory is our only option.
MON MOTHMA: We may have to begin to think of more alternative solutions for peace.

EXT. CORUSCANT – SENATE PLAZA – CROWD - DAY

The crowd begins to settle down as Palpatine steps down from the Podium. Yoda and Mace stand next to Anakin and Obi Wan. Yoda turns to Anakin. He speaks solemnly

YODA: Excellent work, padawan. Without your valor, lost this war would be.

ANAKIN: Thank you, Master.

YODA:.…hmmm…see through you we can. Your father…you want to know about your father…

ANAKIN: (pauses) In the last message from my mother, she mentioned my fathers name for the first time…Cliegg Vador.

Mace and Obi Wan looks surprised.

OBI WAN: Anakin, I thought your mother did not know your father fathers name?

ANAKIN: She had kept it a secret from me, my entire life.

MACE: Cliegg Vador was a Jedi Knight who vanished before the Blockade of Naboo.

YODA: Killed, by the Sith, we believe.

MACE: Along with his master, Sifo Dyas.

YODA: Lost to the stars these Jedi are, your father the first martyr of the Clone War he was.

Anakin looks down.

YODA: This is unfortunate news…(pauses and puts his hand on Anakin) convene the Jedi council must. Now go, protect the chancellor, for the Senate is to assemble, and the Dark Side surrounds us all.

ANAKIN: Yes, master.

Anakin starts to walk off, he pulls his hood over his head. Obi Wan reaches for Anakin.

OBI WAN: Anakin..

Anakin just walks off with his head hung.

EXT. CORUSCANT – SENATE PLAZA – JEDI MEETING - DAY

The Jedi convene in a circle off to the side of the main , Mace, Obi Wan, Kit Fisto, Yarael Poof, Saesee Tiin, Even Piell, and Ki-Adi-Mundi. Yoda, drops his head.

YODA: The Sith has struck a crushing blow to us. A great loss, the Younglings are..(great pause)…frail we have become.
KI-ADI-MUNDI: The chancellor has abandoned peace negotiations; we are being run ragged across the galaxy…how are we to maintain this fortitude much longer? We are exhausted.
MACE: To make matters worse the changeling spy has been assassinated. We currently have no leads as to the whereabouts of the Sith.

YARAEL POOF: And our Temple has been destroyed!

MACE: The Chancellor has given us the Clone Garrison AA as our Jedi headquarters and the rebuilding of our Temple is to begin immediately…

YARAEL POOF: With so few Jedi, who will occupy this new temple? Our numbers were dwindling before, and now this.

EVEN PIELL: We need more Knights.

YODA: Complex, are the ways of the force…the future, always changing. Oppo Rancisis is now one with the force and the Spirit of the Council Survives…but new appointments must be made.

KI-ADI-MUNDI: I recommend Obi Wan Kenobi to the Jedi Council.

OBI WAN: I'm honored.
EVEN PIELL: I second, Master Kenobi has displayed exemplary service.
YODA: If there are no objections, confer on you a seat on the Jedi Council, Jedi Master Kenobi.

The Jedi applauses, and Obi Wan bows.

OBI WAN: I am grateful for the position Grand Master Yoda. May we discuss my Padawan, Anakin Skywalker at this time? I know this may generate some debate, but I suggest during this time of war, we promote Anakin to Jedi Knight.

MACE: Do you think he is ready?

KI-ADI-MUNDI: We need more Jedi, the boy is ready. Isn't it obvious? In this time of need why to we hold back one who was chosen by the force?

MACE: Whether or not he is a chosen one is still to be determined.

EVEN PIELL: Palpatine has been requesting this for some time.

MACE: Politicians have no voice in Jedi Matters.

KIT FISTO: Well he is a cunning warrior, and our best pilot.

MACE: But he is reckless with his gifts.
OBI WAN: In the past yes, but Anakin has been through some very difficult situations. Surely he passed the Trial of Skill and the Trial of the Flesh at the hands of Darth Maul on the fourth moon of Yavin, according to my former master he passed the Trial of the Spirit on Mandalore, and he has continued to pass every test of courage this war has dealt him.

MACE WINDU: To walk the path of the Jedi, ones spirit must be strong. That requires discipline, and he has often disobeyed you, has he not Master Kenobi?

Kenobi looks speechless

YODA: Did you not disobey me, from time to time in your youth, Master Windu? (he bows his head) A just debate this is, but passed the trials, Anakin has. In these days of war, need all the kwnights we can. Unorthodox Skywalker's training has been. So too has been his trials. Trust in the force I do. A Jedi Knight, he shall be.

INT. CORUSCANT - MAIN ROTUNDA - GALACTIC SENATE – DAY

The senate chamber is bustling with chatter. There are some empty seats. Amidala, Organa, Mon Mothma, Met Siffra, Vrox, the Bothan female senator Glynn-Beti and numerous others are present. C-3PO is with Amidala. Palpatine enters the podium, Anakin Skywalker stands next to him in black robes and Mas Amedda, the Supreme Chancellor's majordomo, tries to silence the room.

MAS AMEDDA: Order! Order!

The room quiets

PALPATINE: My fellow colleagues, this morning I signed an executive bill to strengthen the Republic army. This war has gone on long enough. Too many innocent have died. For your protection I have ordered the clone forces to put garrisons on every Republic world to protect the people of this democracy.

There are some cheers but also some boos. Bail Organa looks very displeased. Padme and Mon Mothma are saddened. Padme Amidala's pod dislodges and floats closer to the chancellor.

PADME: Ethril, have you abandoned peace talks with the confederates, is this truly our only option?

PALPATINE: I'm afraid so my dear. These Confederates are unpredictable and merciless.

Bail Organa's pod then detaches.

ORGANA: You can not force us to accept the occupational forces! There are some of us here that still seek a peaceful solution. King Organa and the Alderaan people will not stand for this.

Vrox now enters the gambit

VROX: You talk like a Separatist! You've seen what the Confederates can do. Are you not in fear that the mighty Alderaan is their next target? Your planet is not immune to this conflict Loyalist.

MASS AMIDDA: Order! Return to your docks at once!

PALPATINE: I know that there is opposition to this ruling, but unfortunately there are times when we must all endure adjustment to the Constitution in the name of security. I am working to protect our citizens. Negotiations have failed, it is obvious to me that the Confederates are not looking for a peaceful solution. For now, I simply see no other choice. Let me reassure you, the good people of the senate and the citizens of the Republic that as soon as this war is won, the garrisons will be removed.

A mix of applause and boos come from the senate chamber. Bail Organa is furious. Mon Mothma and Padme look displeased.

INT. ZIOST – SITH CITADEL – THRONE ROOM

Darth Maul stands is a room that is very dark for the exception of the red lights that glow from buttons. It is a large room with a throne. He hits a few buttons on a control module. Then one of the lights turns on and reads a message in the Sith Language. He hits a few more buttons and then walks through a door into a hallway.

INT. ZIOST – SITH CITADEL – HALLWAY

Maul enters the hallway and there are two BX-Commando battle droids standing guard by the door. He walks briskly down the dark corridor with red illumination and into a holo-projector room.

INT. ZIOST – SITH CITADEL – HOLOROOM

Darth Maul walks into the room and takes a knee on a black circular panel. Suddenly the hologram of Darth Sidious appears above Maul looking down at him.

MAUL: What is thy bidding, my master?

SIDIOUS: You will gather the Confederate Heads of Council and send them to the Mustifar instillation. All the pawns are now in place, it is time to initiate the end moves. The plan of many long years shall now bear fruit.

MAUL: At last we will reveal ourselves to the Jedi. At last we will have revenge.[66]

SIDIOUS: The unsuspecting fools know not what awaits, it is time for their elimination.

MAUL: And what of Skywalker?

SIDIOUS: He will be my servant…or he will die.

Sidious's image then dissipates, Maul touches a few keys and an Image of General Grievous appears. He appears to be in his cockpit of the Souless One.

MAUL: Instruct the remainder of the fleet to meet at these coordinates in the Mustafar system. There you will find your new armada. Assemble the Confederate Heads of Council, my master will meet with them personally General. The time will be soon for our final assault.

GRIEVOUS: So..we will finally see the veil of the Sith. I look forward to making his acquaintance.

MAUL: Indeed, prepare for his arrival.

EXT – CORUSCANT – CLONE GARRISON AA – BREEZEWAY - EVENING

Anakin stands in a breezeway at the Clone Garrison, the scarf that Padme gave him, still is around his neck and blows in the wind. The sun starts to set in the horizon. He overlooks below to a landing platform where a Bothan assault cruiser and two Bothan frigates land. Out of the ships march the Bothan Granadiers, weapons in hand and at attention. A couple of Stormtroopers walk behind him as he gazes into the distance. Then a voice from off camera:

OBI WAN: Always looking off into the stars.

Anakin turns

ANAKIN: Master
OBI WAN: Your late

Anakin rolls his eyes and grumbles.

OBI WAN: When the council requests your presence, it is always of great importance.
ANAKIN: If I'm late for another scolding, does it really matter?
OBI WAN: Scolding? You're not a youngling anymore, but as long as you're my student you will heed my wisdom.

ANAKIN: You're right, I'm not a youngling, (angers) and as far as your wisdom goes, you're not Qui Gon Jinn!

Obi Wan looks stunned. Anakin then looks with regret.

ANAKIN: Master, forgive me…I didn't mean….

OBI WAN: I know…I miss him too.

Obi Wan places his hand on Anakin's shoulder.

OBI WAN: Not a day goes by that I don't look to him for his guidance. I've done my best to pass his teaching to you. And in our time together you have proven to me that you are capable of all that he believed you could be.
ANAKIN: Yes Master.

The two talk to a door close by, then they stop before entering.

OBI WAN: Anakin, it is now time we must leave our rolls as master and student. I have taught you everything I know. It is time we became…Brothers.

Anakin looks puzzled, and the door opens into a dark room.

IXT – CORUSCANT – CLONE GARRISON AA – JEDI CONFERENCE ROOM – EVENING

Anakin walks into the center of the room, and Obi Wan enters behind Anakin, but holds back. Anakin stands in the middle of the room. Suddenly around 12 light sabers ignite in a circular pattern around the room in a vertical stance. The Jedi Council are robbed with their hoods over their faces. Yoda is seen on a pedestal but has no light saber. Anakin looks around at the Jedi and Obi Wan ignites his light saber and joins the Jedi Council in the outer circle.

YODA: Step forward, Padawan.

Anakin then steps to Yoda, the Grand Master and kneels.

YODA: Your Weapon.

Anakin takes off his light saber and gives it to Yoda. Yoda then ignites the blade and slowly raises it to a vertical position. As he moves the light saber up, the rest of the council lowers their swords down, but still facing the inner circle. Anakin lowers his head.

YODA: Anakin Skywalker, for this moment, long have you trained. You have come here, before the Jedi Council to seek knighthood in the Order, have you not.

ANAKIN: Yes, Grand Master. (brief pause)

YODA: Do you vow to use your powers to protect peace in the galaxy, to respect all life, and to never use your powers against another Jedi?
ANAKIN: I do
YODA: Do you vow to serve this council and the will of the Force; to give up all possessions both of the physical and of the flesh?
ANAKIN: I do

YODA: And do you swear to follow the light side of the force, and to improve your self through knowledge and training, for all the days that you shall live?

ANAKIN: I do

YODA: Anakin Skywalker…the Force is with you.

Yoda then moves the blade over one of his shoulders,

YODA: Raise your head, Padawan.(Anakin looks up) by the right of the council….

Yoda then moves the sword over Anakin's head and to his other shoulder as he is being knighted.

YODA: By the will of the force…

He then moves the saber back to the other shoulder, and Anakin's Padawan braid is seen.

YODA: Dub the I do..Jedi.

Then, with Anakin's light saber, Yoda swipes past Anakin's braid and it falls to the floor.

YODA: Knight of the Republic. [67]

Anakin then stands.

EXT – CORUSCANT – CLONE GARRISON AA – LANDING PLATFORM – EVENING

The Bothan assault cruisers and frigate ships have all landed and Bothan Granadiers line up outside the main hatch of the Bothan Cruiser the "Discern." The Bothan General Traest Kre'fey who wears a bothan military uniform including a cape and military metals walks with two Bothan Guardsmen down the ramp to meet Commander Cody who greets the General and the two begin to walk toward the command center.

CODY: Your victory at Ryloth was a work of tactical genius General Kre'fey, it's my pleasure to welcome to Coruscant.

KRE'FEY: Ryloth was a swift victory, the confederacy didn't know what hit them.

CODY: Ryloth has been under siege since the beginning of the war, I'm not sure if I would use the term swift.

KRE'FEY: If the senate had let us do our duty to the Republic, this war would have been over many moons ago. Where is your commanding officer Commander?

TARKIN: Right here

Tarkin walks up to the two.

TARKIN: Thank you commander, that is all.

Cody walks back to his troops and Tarkin and Kre'Fey continue to walk toward the command station.

TARKIN: Welcome General Kre'fey, to what do we owe the honor of your presence here on Coruscant?

KRE'FEY: If I may be candid with you Admiral, the Bothan Union is concerned about the confederate attack on Coruscant and the present situation in the Senate. The First Secretary has sent us to help reinforce security on Coruscant.

TARKIN: Let me assure you General, that the Chancellor has not taken the invasion lightly. He has put every resource into the Army of the Republic and we have doubled our efforts in order to weed out the last of the confederate strongholds. I appreciate your presence here, but our security is sound, I feel that this might be a waist of your time and recourses.

KRE'FEY: Quite frankly Admiral, it is the opinion of the Union that the Army of the Republic has been….ineffective. These confederates have resorted to unorthodox gorilla warfare, and have grown confident enough to attempt an invasion of the Republic's capitol.

TARKIN: But their attack of Coruscant failed.

KRE'FAY: Simply consider our presence a token of gratitude for the garrison of clone troopers to be stationed on Bothawui.

TARKIN: Do I sense a veil of sarcasm General?
KRE'FEY: In my humble opinion admiral, I could care less about a garrison of troops on Bothawui. We are ready for anything the confederates could possible attempt; your troops just had better not get in our way if those separatists scum should attempt anything foolish…

TARKIN: The clone garrison on Bothawui is for reinforcement only, they are at your command General, should you need them.

KRE'FEY: I can assure you Admiral, I will not.

TARKIN: Indeed…tactical briefing is at 0-200, we would be honored with your presence.

KRE'FEY: I'd be delighted.

The two walk into the command station and the Bothan ships are seen in the backdrop.

INT – CORUSCANT – CLONE GARRISON AA – TACTICAL ROOM – EVENING

In the center of the clone tactical room is a holotable with different diagrams of the galaxy. Standing around the table are Mace Windu, Kai-Adi-Mundi, Kit Fisto, Admiral Tarkin, General Kre'Fey, and other assorted Republic personnel. A hologram of Plo Koon and Count Dooku are displayed watching the holotable.

DOOKU: Twenty garrisons of stormtoopers will be ready on time in twenty cycles; we are operating vastly over schedule.

PLO KOON: I must say, Master Windu, that these soldiers are quite impressive, and extremely loyal.

DOOKU: With our new genetic designs, these new soldiers will only have a life span of twenty Mandalorian years, and they can learn exponentially faster than their previous clone counterparts. I do believe that the Republic will be pleased.

MACE: The Republic will be pleased when this wave of terror is over.

Anakin and Obi Wan then enter the room and walk to the holotable.

KAI-ADI-MUNDI: Congratulations on your knighthood Anakin. A job well done.

ANAKIN: Thank you Master Mundi.

MACE: Obi-Wan may I introduce General Kre'Fey of the Bothan Grenadiers.

KRE'FEY: An honor to meet you Master Kenobi, your legacy precedes you.

OBI WAN: A pleasure General, I wish we could meet in a more peaceful setting.

KRE'FEY: The Bothan's are here to assist the Jedi in ending the war, I assure you, peace is on the horizon.

MACE: I hope you are right General, because at present, we have no leads on General Grievous or the Sith Lord.

TARKIN: We hope our luck to change soon gentlemen. With our garrisons being positioned throughout the Mid Rim (points to some spots on the hologram) we effectively are creating a web to track Confederate movements, if they attempt to move more than an armada of five or six dreadnaughts, we should be able to detect them.

OBI WAN: And what about the outer rim?

MACE: Most of the planets in the outer rim are too remote to be of any use to the Separatists.

ANAKIN: Shouldn't we send scouts out to determine that?

MACE: Negative, our best odds now are to wait for the Confederates to spring the trap.

KAI-ADI-MUNDI: Obi Wan, the Loyalists have requested your presence at their general assembly today. Will you be able to attend?

OBI WAN: Certainly.

KRE'FEY: I will be attending the assembly with you Master Kenobi. The Bothan's Union is the latest addition to the Loyalist Party.

MACE: Anakin, I would like you to be the Chancellor's Protectorate for the time being.

ANAKIN: With all do respect, I think my talents would be more suited for tracking down the Sith. We need to go after him while his trail is still warm.

MACE: Anakin, for now the Council needs you to be with the chancellor. My relations with him have been strained as of late, and you seem to be one of the only Jedi whose company he actually enjoys.

ANAKIN: Don't get me wrong, the Chancellor has been very good to me, but protecting him is a job for a padawan.

OBI WAN: Anakin, do as the Council asks of you. It is important for the Jedi to have a representative with the leader of the Senate. We will depend on your observations.

KRE'FEY: Indeed, for the Chancellors good nature is certainly a debatable argument. One thing is for sure, the Chancellor loves power. If he has any other passion, I have not seen it.

TARKIN: General! The Chancellor has the Republic's best interests in mind with his resolution to end this bloodshed. If we succeed in routing out the final droid factories and military instillations this war could be over very soon.

KRE'FEY: But will we see a return to democracy in the senate? The Republic at present appears to be more of a military dictatorship than an acting democratic state.

KAI-ADI-MUNDI: The chancellor has continually reassured the senate that as soon as the clone war is over, he will give up his executive powers.

KRE'FEY: We can only hope, Master Jedi, that he will keep his word.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – AMIDALA'S OFFICE – DAY.

The Loyalist Party representatives all sit in Padme's Office around a low table. There are around 20 representatives that include Padme Amidala, Captain Gregar Typho and Met Siffra of Naboo, Bail Organa and Captain Raymus Antillies of Alderaan, Mon-Mothma of Chandrila, Aven'sai'Ulrahk of Devaron and her aids, and Glynn-Beti of Bothawui along with several Bothan Grenadiers. C-3PO stands next to the group.

BAIL ORGANA: Thank you all for meeting on such late notice. Please, make yourself comfortable. Padme, thank you for allowing us to meet in your office.

PADME: It is my pleasure.

BAIL ORGANA: And also thank you to Glynn-Beti for the additional Bothan protection that has been sent to Coruscant.

As the pleasantries continue, Obi Wan, R2-D2, and General Kre'Fey enter the room. R2 follows Obi Wan loyally and Kre'Fey goes to his Grenadiers who begin to surround the meeting. The General nods to one of the Grenadiers to go in a certain direction. Obi Wan walks up to Captain Typho who stands back.

OBI WAN: I believe this belongs to you Captain.

Obi Wan motions to R2

TYPHO: I trust he served you well up there?

OBI WAN: Quite valiantly.

R2 chirps and spins, then rolls over to C-3PO who stands next to the meeting. Obi Wan looks over to Padme and nods, she returns the gesture from across the room.

C-3PO: R2-D2, is that you?

R2-D2: (whistles)

C-3PO: My stars it has been ages…where have you been?

R2-D2: (chirps)

C-3PO: Goodness gracious, I can't believe your still in one piece!

R2-D2: (whistle)

C-3PO: What happened to my Leg?

R2-D2: (chirps)

C-3PO: It was shot off by a commando droid.

R2-D2: (chirps)

C-3PO: I've looked better!? Well no doubt you tin can, looks to me like you could use a acid bath too! And if you think for one minute a senate protocol droid is…(interrupted)

PADME: 3PO, please.

C-3PO: oh, my apologies senator (bows)

R2-D2: (chirps an insult)

C-3PO turns and looks at R2 and knocks him on the head. R2 swivels and chirps a little more.

BAIL ORGANA: The reason I have called this meeting is…(interrupted)

GLYNN-BETI: Before we begin, I would like to exercise our rights to privacy. Senators, if you do not mind.

A few of the Senators nod their heads. Glynn-Beti then puts on the table a small device and turns it on. A holocube starts to levitate and spin.

GLYNN-BETI: It is a sonic scrambler. No one on the outside will be able to eavesdrop on our conversation.

AVEN'SAI: Why the veil of secrecy?

MON MOTHMA: Because these are trying times for the Loyalists Madam Aven'Sai. As you all may know we share an unpopular belief that peace is still possible between the Republic and the Confederates.

Mon Mothma looks around the room and to Aven'Sai who bows her head in agreement.

BAIL ORGANA: The chancellor has proclaimed an end to peace talks with the Confederates and has increased the reach of the Republic Army to the very doorsteps of our citizens. Alderaan finds these moves unacceptable, but we have bowed to the will of the Republic Senate and the Chancellor. However, new intelligence has surfaced that I believe needs to be exposed.

Bail looks to Glynn-Beta and General Kre-Fey. Glynn-Beta looks to Kre-Fey who walks to the table and put down a holo-emitter.

GLYNN-BETA: Before the Battle of Ryloth, the Botham Spy Network has been intercepting Confederate transmissions to determine fleet and troop movement and to attempt to pinpoint the whereabouts of Confederate strongholds. In their search they also began to collect Republic Transmissions as well and uncovered this from the Maw Installation.

From the holo-emitter a hologram of a gun platform that resembles the Death Star appears. It is spherical but hollow with its massive weapon exposed, reaching from the core to the surface.

OBI-WAN: Curious, It resembles a Confederate Hulk Orbital Gun Platform.

KRE-FEY: Yes, but look at its size.

Obi Wan takes a closer inspection.

OBI-WAN: My word, it's the size of a small moon. [68]

KRE-FEY: That's correct, it is a space station, with the capability of destroying a planet.

The room is sober for the moment as they overlook the information.

AVEN'SAI: And this was intercepted from Republic communique?

OBI-WAN: Impossible, the Jedi would have been informed if the Republic was developing such a weapon.

KRE-FEY: There's more, this weapon is being developed with Confederate technology, by Hoersch-Kessel Drive.

OBI-WAN: Why would Hoersch-Kessel help the Republic, they are financed by the Confederates.

GLYNN-BETA: It would indicate that the Republic is working with the Confederates on this project. This is why the Bothan Union sent us here to continue to monitor communications between Coruscant and the Mid-Rim, and to uncover the truth about this weapon and it's purpose.

KRE-FEY: There are plots present here, and we fear that few can be trusted Master Kenobi. Rest assured, the Bothan's have always been, and always will be aligned with the Jedi Order.[69]

OBI WAN: Your assistance is most welcome General, the Jedi are spread thin throughout the galaxy and our future is in peril. This war must end soon, or it could mean the end of the order.

Bail Organa Stands.

BAIL ORGANA: Which brings us to our plot for peace. My father, King Organa has arranged with the separatists a meeting between the Loyalist party and a representative of the Confederate States. We hope to facilitate peace talks between the Republic and the Separatists.

AVEN'SAI: Astounding, you would bring a Confederate representative to your home soil, the same who had destroyed the Refugee Camps on your planet? Excuse me Senator Organa, but I do not believe this to be the wisest course of action. In the right eyes, this action could be construed as treason.

OBI WAN: I agree, if it is one thing I have learned over my years of service to the Republic, it is that the Separatists cannot be trusted.

BAIL ORGANA: I understand your concern, but Alderaan is determined to find middle ground with the Separatists. And let's be frank, the act of stationing troops on every Republic World is just the first step to galactic occupation. With the construction of this new super weapon, the Republic will be unstoppable.[70] Before any species loose their home planet, we must give the Separatists a chance for a final negotiation and open the debate for lasting peace, and we must do it now. In three Alderaanian cycles the Royal Court will host these peace talks, and we need the support of the Loyalist to make any sort of impact on lasting peace.

AVEN'SAI: I'm sorry Senator Organa, but I fear the Devorian Council will appose this meeting….your plan is…too risky.

PADME: (stands) The Naboo (she looks toward Met Siffa, who stands in alliance with Padme) will never abandon an opportunity for peace no matter how fleeting the possibility and how daring the risk.

Mon Mothma then stands

MON MOTHMA: Chandrila also supports the prospect for lasting peace.

Other senators then rise and join the cause.

BAIL ORGANA: And so we will not discuss this with anyone.

MON MOTHMA: This means those closest to you, even family. No one can be told.

Mon Mothma looks around the room. Several nod their heads including Padme.

AVEN'SAI: Agreed…May the force be with you senators.

Bail then turns to Obi Wan

BAIL ORGANA: Master Kenobi, will you escort us on this mission?

OBI WAN: I can assure you Senator, the Jedi would not be pleased to learn that the Republic is working in allegiance with the Confederates in the development of a super weapon. I shall join you if only to get to the bottom of this.

BAIL ORGANA: My father has provided us with a transport that will leave tomorrow morning from docking bay 22b set for Alderaan.

KRE-FEY: I am sending the Gambit as your escort, they shall expect you in .750 cycles.

PADME: Then let us pray that our plan is not uncovered before then.

Captain Typho and Obi Wan look concerned.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – PALPATINE'S OFFICE – DAY.

Palpatine sits at his desk and overlooks military holo information as Anakin enters the room in his long black robe. Padme's scarf is still wrapped around his neck.

PALPATINE: And so, they have assigned the strongest of the Jedi to be at my guard yet again. Such a waist of talent, Anakin. I feel that I am questioning the decisions of the Jedi Council more and more recently.

Anakin walks toward Palpatine's desk and stands next to it

ANAKIN: Yes Chancellor, I do as well. I should be tracking down Darth Maul. I can feel him through the force…He wants me to pursue him.

PALPATINE: You're troubled Anakin.

ANAKIN: How can they expect me to just sit here. Maul killed Master Qui-Gon…and now he is escaping and the Jedi council wont do anything about it. They don't trust me.

PALPATINE: Is it possible that they do not trust you to control your feelings? (more collected) You can't deny your emotions Anakin, they are what make you special…Well, It would seem that your patience has paid off. Here you are, a Jedi Knight, a proud servant of the republic.

ANAKIN: At times I believe it was more your guidance than my patience that has gotten me this far.

PALPATINE: Yes, and in time you will learn to focus your feelings…then you will be invincible. I have said it many times, you are the most gifted Jedi I have ever met.

Palpatine stands and walks toward Anakin then they turn away from the window and walk through Palpatines office towards the door.

ANAKIN: Thank you, your Excellency.

PALPATINE: I see you becoming one of the greatest Force sentient being in the galaxy, more powerful then Darth Maul and possibly more powerful than even Master Yoda…with the proper training.

They walk to a holo-display and a display appears of a space map.

PALPATINE: Anakin, I have a favor to ask of you. I have it from a reliable source that the fugitive we speak of, Darth Maul, was last tracked here, near Nalhutta heading to the Esstran sector.

ANAKIN: Why would the Sith travel so far from occupied space? That's beyond the outer rim…dark space.

PALPATINE: I have been doing some research myself, and it appears that over the course of the war, his ship has been tracked by clone intelligence to here.

ANAKIN: There is no system there, it doesn't show up on the archive maps.

PALPATINE: A lost planet perhaps? (they examine the star chart)

ANAKIN: This is where it ought to be…but it isn't. Gravity is pulling inward to this point. There should be a planet here…but there isn't.

PALPATINE: Most interesting. Gravity's silhouette remains, but the planet has disappeared. A black hole?

ANAKIN: Possibly, or because someone erased it from the archive memory.

PALPATINE: There is a legend Anakin, of a rogue planet of the Sith called Ziost. A planet that has stayed hidden from all galactic star maps.

ANAKIN: Why have I never heard of this myth?

PALPATINE: Well, it's just legend…however, I believe that it is worth an investigation. If you were to go to the center of gravity's pull, you would find a planet…here.

ANAKIN: This is dark space, there are no stars for light years. The planet would be devoid of light.

PALPATINE: An optimal stronghold for a Sith…Anakin, you could not use a military vessel, it would be detected too easily. You'll need a long range ship.

ANAKIN: I have an idea.

PALPATINE: Then you will take on this secret mission?

ANAKIN: With pleasure.

PALPATINE: Excellent, Sometimes I feel as if you are the only Jedi I can truly trust. Now there is no time to waist, find this Darth Maul…destroy him and we will be one step closer to ending the Clone War.

ANAKIN: You won't regret this chancellor.

Anakin turns to leave and walks toward the door.

PALPATINE: No, I wont…

EXT. SPACE – INVISIBLE HAND

The Invisible Hand along with several escort ships glide through deep space, a brilliant eclipse is seen in the backdrop.

INT. SPACE – INVISIBLE HAND – GENERAL GRIEVOUS QUARTERS

Grievous is seen suspended by robotic arms as a black FX-medical droid removes the Generals damaged chest plate. Grievous coughs as a few of the droid arms unwind bolts on Grievous's body and repair the damage left by Mace Windu. The door to Grievous's quarters then open and the Neimoidian Captain Lushros Dofine enters the room. Grievous looks to Dofine but is confined as the droid continues repairs.

DOFINE: You mission was a failure General; you failed to kidnap the Chancellor yet again.

GREIVOUS: On the contrary captain, (coughs) the Republic would have the galaxy believe that its heart was secure, now they have seen our true strength. Terror fills the heart of every Republican across the galaxy.

DOFINE: They wiped out the dreadnaught fleet, and the Malevolence was destroyed! How are we to strike an attack with the shambles you have left behind?

GRIEVOUS: Fear not, Lord Maul has informed me that 80 dreadnaughts are near completion in the Atravis sector, along with the greatest droid army every imagined. The Republic forces merely destroyed obsolete stock. Soon there will be nothing that can stop our forces from total victory.

DOFINE: Your Master is a phantom General, forgive me if I show skepticism.

GRIEVOUS: Soon all your questions will be answered Captain. The Confederate Heads of Council are to meet on Mustafar in the Outer Rim. It is a volcanic planet which generates a great deal of scanning interference, the council will be safe there. The Sith Lord Darth Sidious will meet personally with the council after I return from my negotiations on Alderaan.

DOFINE: Darth Sidious?! Finally the Sith master will grant us an audience.

The droid then finishes his repairs and replaces Grievous's chest armer. The droid turns his head and communicates in its robot language. Then the braces that suspended Grievous release and he drops to the floor landing on his two large talon feet.

GRIEVOUS: Yes Captain…I am curious to meet him as well…(suspiciously)

EXT. CORUSCANT – STREETS - NIGHT

The camera pans down from the atmosphere of Coruscant from street level passing evening traffic into a street of aliens going about their business. The railcar shoots by. Seen now is a figure in a black robe walking along the crowd. He then stands in front of an alleyway and turns to look around. He then slips into the alleyway and approaches another robbed figure in white. The two then remove their hoods and it is Anakin in black and Padme in white. Anakin still has Padme's scarf and Padme has the necklace that Anakin made her as a child. They pause, then he approaches her and the two embrace and kiss. Anakin pulls back and cradles her face.

ANAKIN: I've…missed you so much.

Padme then reaches up and holds his hand that is on her face. The two kiss again. Suddenly a noise is heard in the alleyway. Anakin is startled and he moves to protect Padme and ignites his light saber. A Lamporid (snake like alien) is seen slithering out of the alley and into the main thoroughfare.

ANAKIN: I'm tired of all this…Our love should not be hidden as if it is some immoral thing!

PADME: Ani, you're finally a Jedi Knight. We knew it would be like this.

ANAKIN: Perhaps things can change after the war…(under his breath) it doesn't matter.

PADME: It does matter. The Republic needs you…you must honor your commitment.

Anakin then reaches into the pocket on his cloak and removes his padawan hair braid that was removed from him at his ceremony, and hands it to Padme.

ANAKIN: Here, I want you to have this.

Padme accepts the token and a tear falls from her eye.

ANAKIN: Padme, the reason I've called you here is for a favor.

PADME: Anything.

ANAKIN: I've been ordered on a secret mission…so secret in fact that even the Jedi can not know about my whereabouts.

PADME: What is it?

ANAKIN: All I can say is that it is far away…I need the Sovereign Wing to get there.

PADME: Is it dangerous?

Anakin looks down

PADME: Promise you will return to me.

A moment of silence

PADME: Anakin, promise me you will return!

Padme starts to cry in his arms

ANAKIN: What is it? Padme are you alright?

PADME: You must return Anakin, I need you.

Anakin senses something…

ANAKIN: Padme,…what are you hiding from me?

PADME: I…can't tell you…Just promise to me that you will return safely.

Padme turns away.

PADME: Apparently we both have our secrets.

Anakin looks uneasy

ANAKIN: Padme? What is it?

PADME: Anakin!

Padme is stern and stares at him, then reaches for his hand

ANAKIN: Soon this war will be over my love…then we will no longer need to lurk in the shadows, and there will be no more secrets.

PADME: And know that in the shadows of Coruscant, or any other city, and most importantly in my heart, no matter what distance is between us…I will always love you.

The two kiss and embrace and camera pulls back.

EXT. CORUSCANT – FLIGHT PAD – SOVEREIGN WING - NIGHT

Anakin approaches the Sovereign Wing, no one seems to be around. He walks up the ramp and it closes behind him.

INT. CORUSCANT – FLIGHT PAD – SOVEREIGN WING – COCKPIT - NIGHT

He moves to the controls on the ship and starts up the ship. He looks out the window solemnly, and the ship begins to lift off the platform.

INT. CORUSCANT - EXECUTIVE QUARTERS BUILIDNG – AMIDALA'S OFFICE – NIGHT

Padme is seen standing over a small desk as she places Anakin's braid in a small wooden box, then closes it. She turns and walks toward the window.

EXT. CORUSCANT – FLIGHT PAD – SOVEREIGN WING – NIGHT

The ship continues to rise up and slowly turn. The camera then slowly pans to Anakin's face through the Cockpit window. He then turns.

EXT. CORUSCANT - EXECUTIVE QUARTERS BUILIDNG – AMIDALA'S OFFICE – NIGHT

Padme is seen looking through her window at Anakin with a sad look on her face.

EXT. CORUSCANT – FLIGHT PAD – SOVEREIGN WING – NIGHT

Anakin looks back at Padme and the places his hand on the window of the Cockpit.

EXT. CORUSCANT - EXECUTIVE QUARTERS BUILIDNG – AMIDALA'S OFFICE – NIGHT

Padme raiser her hand and places it on the window. You see the reflection of the Sovereign Wing in the window.

EXT. CORUSCANT – FLIGHT PAD – SOVEREIGN WING – NIGHT

Anakin then turns his head and the Sovereign Wing turns and takes off into the night.

EXT. CORUSCANT - EXECUTIVE QUARTERS BUILIDNG – AMIDALA'S OFFICE – NIGHT

Padme then lowers her hand as the ship takes off in the reflection in the window.

INT. CORUSCANT - EXECUTIVE QUARTERS BUILIDNG – AMIDALA'S OFFICE – NIGHT

The shot is behind Padme and Anakin's ship is seen flying into space, C-3PO and R2-D2 are standing off to the side, and C-3PO looks down to R2-D2.

EXT. CORUSCANT – EXECUTIVE QUARTERS BUILDING – ALDERAAN LANDING PLATFORM – DAY

On the landing platform is parked the CR90 Corellian Corvette Tentive IV.[71] Lining the main ramp are Alderaanian Guards and Captain Raymus Antillies. Mon Mothma flanks Antillies as dignitaries begin to arrive who include: Bail Organa, Padme Amidala, Captain Typho, Met Siffa, C-3PO, R2-D2, plus other personnel including Bothans Granadiers who line the landing platform. Mon Mothma greets the dignitaries as they approach. Obi Wan's Jedi Starfighter is parked next to the Corvette. Obi Wan approaches with the black astromech R2-Q2 droid. The two stand next to Captain Antillies. Bail Organa is the first to walk up the ramp.

MON MOTHMA: What a beautiful day for peace.

BAIL ORGANA: Agreed

The dignitaries begin to enter the ship, C-3PO and R2-D2 walk up the ramp before Padme.

C-3PO: Looks like we're off on another adventure together.[72]

R2-D2: (Chirps)

C-3PO: …this isn't a military excursion. Diplomacy my dear R2-D2, it is my forte.

R2-D2: (Chips)

C-3PO turns and looks at the skyline of Coruscant

C-3PO: Yes I will miss it to, but I will be back in the rotunda as soon as this is all over. Now where are our accommodations?

The two droids enter the ramp and pass Obi Wan and R2-Q2. R2-D2 sees the black droid and beeps a greeting.

R2-D2: Beep Beep

R2-Q2: Wha Wha (in a negative fashion and rotates his head away from the two)

R2-D2: ooooo (sad)

C-3PO and R2-D2 enter the ship. Captain Typho leans in and quietly talks to Padme as they approach the ship

TYPHO: I have a bad feeling about this Padme…I don't believe the Confederacy can be trusted to negotiate peace. I fear the worst.

PADME: We can not turn our backs on the proposition for peace captain, no matter what the cost.

Padme then enters the ship and Typho steps to the side of the main ramp next to Captain Antillies and Obi Wan. Obi Wan nods toward senator Padme and the two smile at each other. Padme appears nervous. Captain Typho introduces himself to Captain Antillies, they shake hands.

TYPHO: Captain Antillies, it's a pleasure. Your family name carries a great deal of respect in the known galaxy.

ANTILLIES: Thank you Captain, the pleasure is all mine. I wish we could meet on more pleasant conditions.

The two turn to Obi Wan

ANTILLIES: Master Jedi, we will be traveling to Alderaan through the inner cluster to avoid the confederate lines. We should have no problems in route; it's these peace talks that have me worried.

TYPHO: I agree Captain. I would not trust that peace is in the interest of the Confederacy, we have been blindsided by them all too often.

OBI WAN: We must not stand in the way of peace, but stay vigilant. The confederate cause is laced with villainy. Let's be underway…there is a tremor in the force. We are not safe here.

ANTILLIES: May the force be with us

Obi Wan and R2-Q2 return to the Jedi Starfighter and Typho and Antillies enter the ship with a few Alderaanian guards and the ramp closes. The Grenadiers salute and then march off. The two ships then rise off the platform and take off into the sky. The morning skyline in the backdrop.

EXT. SPACE - CORUSCANT

The two ships blast off with Coruscant in the backdrop.

EXT. DEEP SPACE – SOVEREIGN WING

The Sovereign Wing drops out of hyperspace in a very dark place. Stars are barely seen in the backdrop. The ship looks dark due to the lack of light, and light emanates from the cockpit, wing lights, and engines.

INT. DEEP SPACE – SOVEREIGN WING – COCKPIT

Anakin pilots the Sovereign Wing by himself. He hits a few buttons and a illuminated holo-map is brought up. He looks at his path that seems to be to nowhere. He does some calculations and the map brings up a location. He points to it, then thinks. He closes his eyes and there is a moment of silence.

INT. DEEP SPACE – SOVEREIGN WING – HALLWAY

The ship appears empty

INT. DEEP SPACE – SOVEREIGN WING – DROID BAY

In the droid bay about five astromech units are seen in their individual holders. One turns his head.

INT. DEEP SPACE – SOVEREIGN WING – COCKPIT

Anakin takes a breath as he continues to pilot the ship. Suddenly he opens his eyes, and then sits up in the pilot seat to take a closer look out the window, he turns his headlights on.

EXT. SPACE – ZIOST - SOVEREIGN WING

Slowly, the rogue planet Ziost is seen as the Sovereign Wing approaches. The planet is almost completely black.

INT. ZIOST – SOVEREIGN WING – COCKPIT

Anakin pilots the Sovereign Wing over the dark landscape of the planet.

EXT. ZIOST – SOVEREIGN WING

The silver ship glide over the desolate landscape, and then veers to a mountainous section of the planet.

INT. ZIOST – SOVEREIGN WING – COCKPIT

Anakin seems to be onto something, and he hits a few buttons. The ship rises up the mountainous area. Anakin then sees something.

EXT. ZIOST – SITH CITADEL - SOVEREIGN WING

Slowly the Sith Citadel comes into view, hidden in the mountain. The citadel resembles an ancient castle, heavily fortified with tall walls and few landing platforms. The Sovereign Wing moves to one of the landing platform its spots with one of its headlights and comes to a landing. The landing ramp extends and Anakin walks out of the ship into the blackness toward the Citadel.

EXT. ZIOST – SITH CITADEL – LANDING PLATFORM

As Anakin walks toward the Citadel, he stops. Then he ignites his light saber, illuminating the area around him. Suddenly a large mechanical sound is heard, and then laser fire. From the Citadel threshold, droid canons are seen blasting away at Anakin and the Sovereign Wing. Anakin deflects a blast destroying one of the canons.

INT. ZIOST – SOVEREIGN WING – DROID BAY

The astromech droids turn on and start looking around, making panic noises.

EXT. ZIOST – SITH CITADEL – LANDING PLATFORM

The droid canons take aim on the Sovereign Wing and fire, destroying the ship. The explosion knocks Anakin to the ground. Anakin then reaches up with the force, and crushes the barrel of the canon. It turns to shoot at Anakin, fires and blows up, taking out the rest of the droid turrets. Anakin looks over to where the Sovereign Wing used to be at the rubble that is illuminated by fire, then he looks back toward the Citadel, gets up and continues toward the Citadel opening.

EXT. SPACE – CORRELLIAN CORVETTE TANTIVE IV AND JEDI STARFIGTHER ESCORT

The Correlian Corvette flies through space with Obi Wan's Jedi Starfighter escorting.

INT. SPACE – CORRELIAN CORVETTE TANTIVE IV – HALLWAY

C-3PO and R2 D2 walk down a hallway together.

R2 D2: (Beep Beep)

C-3PO: No, I'm not sure why Master Typho want us.

R2 D2: (Whistle)

The two reach a door

C-3PO: Well, here we are.

C-3PO hits a button on the door and it open. The two walk inside

INT. SPACE – CORRELLIAN CORVETTE TENTIVE IV – SECURITY TERMINAL

The two droids walk in to a meeting with Captain Typho and Captain Antillies. There are a few Alderaanian Guards posted.

ANTILLIES: Quite frankly, the house of Antillies is not pleased that Organa has organized these peace talks. Alderaan stands for reconciliation, but to what end?

TYPHO: Was the attack on the Alderaanian Refugee camps not enough to convince King Organa that Separatists have no honor?

ANTILLIES: He won't abandon the opportunity for peace no matter what the cost, even if it means putting the lives of his citizens in harms way. That is why I have been ordered to collect as much intel on the confederates as we can during their visit.

TYPHO: What do you have in mind? All droid transmissions are encrypted, a carbon based life form can't even step foot on their ships without being detected.

ANTILLIES: I know, but I have a plan. After the confederates land, we sneak our own droids onto one of their ships and download as much information as possible from the ships central computer.

TYPHO: You will need an R2 unit to store that much data.

ANTILLIES: And a protocol unit to get him past the battle droids.

The two look over to R2 D2 and C-3PO who have been standing patiently. C-3PO looks toward R2 and then back suddenly to the conversation nervously.

ANTILLIES: Coincidental, isn't it?

TYPHO: We will have to wipe the protocol droids memory and re-program him.[73] Do we have enough time?

C-3PO: (panics) Wipe my memory! Why I am C-3PO, protocol droid from the house of Amidala. My memory shall not be erased; I have over five-million forms of communi/…

C-3PO panics and Typho reaches over and turns him off.

ANTILLIES: We can try

R2 D2 rotates his head and beeps solemnly as two Alderaanian Guards carry C-3PO off.

INT. ZIOST – SITH CITADEL – HALLWAY (SITH TRAINING ROOM)

A door opens and Anakin slowly walks through into a dark hallway. He walks about three feet when suddenly red runway style lights turn on, illuminating the floor. He looks toward the lights, pauses, then keeps moving. He turns a corner following the lighted path (but there are no other paths to take). He comes to another door and opens it. He walk through and it quickly closes behind him. He now stands in another hallway, larger than the last at some points, but smaller in others. The ceiling also has risen in height. He takes a few steps forward and notices that the red lights come to an end. He steps on the platform beyond the red lights and it illuminates below him in a red hugh. A droid sound is then heard. He continues forward into a thin section of the hallway. A droid sound is heard again, and suddenly two circular blades come out of the walls to his sides and below him. Anakin jumps and rolls just as another circular blade shoots over his head horizontally. Immediately he back steps avoiding another blade on the floor then leaps out of the thin area onto another platform that illuminates with red and the droid sound is heard again. He turns to look behind him at the blades that have stopped, then forward. He looks at this next section of hallway that is long and straight. There doesn't seem to be any danger. The droid sound is heard again, Anakin immediately ignites his light saber and takes a step forward. Suddenly compact robotic arms canons eject from the walls, and begin to blast at Anakin. He dodges and deflects with his light saber. Several of the deflection return to the canons and the canons are destroyed. Others continue to blast at Anakin who flips to avoid being hit, and deflects. He quickly works his way across this gauntlet of laser fire and makes to another illuminated platform. The droid sound is heard again and the laser fire stops. He looks into the next section with his light saber still ignited. Again, no real threat is seen, only a lower ceiling and slats against the walls, and ceiling. He walks into the next area and the droid sound is heard again. There is now a gap in the floor that appears bottomless. He looks down, then he turns off his light saber and jumps to the ceiling where he grabs onto the slats, and beings to monkey bar across the room. Suddenly robotic flame throwers kick out and shoot fire across the room. One flame thrower shoots right at Anakin and he stops the flame with the force by extending his hand while hanging on with the other. It then stops and he quickly moves across the room to a landing where he drops. As soon as he drops, flame throwers attack him again. He dodges one, but comes very close to being scorched. Ahead flame throwers are the most intense and it seems impassible. He force pushes the flames apart and runs through, but is caught by a turn in the hallway and a flame thrower dead on him. He reaches his hand out to try to stop the flames, but the flame engulfs his hand. While Anakin's hand is in the fire, he draws upon the force and crushes the final flame thrower. He then quickly goes around the turn, and to the red platform that illuminates and the droid sound is heard again. He looks down at his hand which is charred, and holds it up to see his robotic hand under the charred flesh. He then removes the faux flesh from his hand and exposes his robotic hand. He looks up, then he moves ahead.

EXT. SPACE – ALDERAAN ORBIT - CORRELLIAN CORVETTE TENTIVE IV

The Correllian Corvette flies into the Alderaanian orbit. The Blue planet looks beautiful as the ship makes it's approach.

INT. SPACE – ALDERAAN ORBIT – CORRELLIAN CORVETTE TENTIVE IV – QUEEN AMIDALA'S QUARTERS

Padme and sits in her quarters with Mon Mothma looking out the window toward Alderaan.

MON MOTHMA: Alderaan

PADME: The jewel of the galaxy

The two look at the planet as it approaches

EXT. SPACE – ALDERAAN ORBIT – CORELLIAN CORVETTE TENTIVE IV

The Tentive IV glides into the atmosphere of the blue planet.[74]

EXT. ALDERAAN – CORELLIAN CORVETTE TENTIVE IV - DAY

The Tentive IV flies over the beautiful planet and then to the city of Aldera, the capitol of Alderaan. The King's Castle, Castle Organa, is then seen. It rises up over hilly landscape encrusted with jewels and modern architecture. The ship then circles the castle to a landing port where other Alderaan ships are parked. Alderaanian guards are then seen positioning themselves on the runway. The Tentive IV lands and the landing platform is lowered. Dignitary begin to disembark including Bail Organa, Mon Mothma, Padme Amidala, and Raymus Antillies plus others and a few Alderaanian guards. Obi Wan's ship then lands and he exits. R2-Q2 remains on the Jedi Starfighter. He walks up to the landing platform to meet the others. On the Landing platform then walks up Breha Organa and she approaches the delegates. She goes directly to Bail Organa. Everything seems very formal.

BREHA: I came as soon as I heard you had arrived.

BAIL: It's good to see you my darling.

The two embrace and continue to walk.

BAIL: Let me introduce you to our guests…This is Senator Padme Organa of Naboo, Senator Mon Mothma of Chandrilla and Jedi Knight Obi Wan Kenobi. This is my wife Breha.

PADME: A pleasure.

BREHA: Like wise. Pardon us if we spare pleasantries, but your father is waiting on your arrival in the throne room. Gentlemen, would you mind escorting the beautiful Senators to the Castle? (The Gentlemen being to Obi Wan and Antillies).

OBI WAN: Certainly

Antillies then escorts Mon Mothma and Obi Wan extends his arm to Padme who then accepts his escort. As soon as she touches Obi Wan, he senses something, then looks to Padme. She looks up to Obi Wan in concern, then the two turn and continue to walk down the landing platform toward the castle.

EXT. ALDERAAN – CASTLE ORGANA - DAY

A closer look at the castle and its beauty

INT. ALDERAAN – CASTLE ORGANA – THRONE ROOM - DAY

The Loyalist party members and Alderaanian Royal guards enter the Throne Room. King Mazic Organa is talking with advisors close to his throne as he takes notice of his son's return and his entourage.

KING ORGANA: My son has returned to Alderaan

King Organa walks over to Bail and they brace arms.

BAIL: Father

KING ORGANA: It is good to see you again.

The King moves from his son to welcome the Senators and Obi Wan

KING ORGANA: And welcome Senators to Alderaan. Thank you for listening to my pleas for galactic peace.

Padme, Mon Mothma and the other Loyalist senators bow

PADME: Your Highness

KING ORGANA: And Master Obi Wan Kenobi, good to see you again.

OBI WAN: A pleasure to see you again as well.

Obi Wan bows and then the King turns and walks up a few steps to his throne and sits.

KING ORGANA: Thank you all for traveling here in haste. …As you all know, the Galactic Senate has given up on the prospects of peace. Alderaan has not. Since the very founding of the Galactic Republic we have stood as a beacon of peace, and we shall not abandon that post. However, galactic war is now at our doorstep, it has struck us, and it has scared our face. However, even in this clone war, we shall not desert our place in the universe. Alderaan is a planet of peace and tomorrow morning we shall invite the bolraida into our midst, attempt to tame its temper, reclaim him and love him has our own once again. With your support senators, we will achieve peace with the separatists and hopefully reopen peace negotiations with the Republic.

OBI WAN: And what if your negotiations fail you highness? Will you then join the war efforts to protect your people?

KING ORGANA: Alderaan has not been to war in a millennia, and I don't plan to be a King that would bring forth the end to this tradition. The negotiations must not fail.

PADME: Yes your highness, we should never forsake peace.

Obi Wan looks to Padme in whom he still escorts.

ZIOST – SITH CITADEL – TRAINING ROOM

Anakin continues to travel through the Sith Citadel. He walks into a new location with uneven flooring and comes to the middle of a large area. The lighting is dark. Suddenly he senses something. From the darkness two red light sabers appear illuminating two IG-100 MagnaGuards. Anakin ignites his light saber as the two MagnaGuards attack him. They battle erupts in the room with the MagnaGuard light sabers spinning around rapidly like saws at times and Anakin blocking and countering. He is having a difficult time keeping up with both of the droids but after a missed attack by the first MagnaGuard Anakin slices off it's arms followed by it's head. The second MagnaGuard continues his attack and then rotates it's body to dodge and falls back. The guard picks up the first MagnaGuards light saber and then attacks Anakin with the blades rotating like saws at him. Anakin calls on the force, waits on the attacker, then blocks the two light sabers and rotates chopping the guard into two pieces. The MagnaGuard then falls to the ground. Anakin walks to it and puts the light saber into the droids head and it ceases to function. He looks up and then continues down a dark path.

EXT. ALDERAAN – CASTLE ORGANA – PADME'S QUARTERS - NIGHT

Padme is dressed in her evening gown and stands outside of her room on her private balcony. The wind blows gently as she surveys the beautiful evening landscape, and looks worried and saddened. There is a tolling of a bell.

PADME: Come in

The door to her room opens and Obi Wan Kenobi enters. Padme remains on the balcony. Obi Wan then walks into the room and then outside to Padme.

PADME: I wasn't expecting you this late Master Jedi.

OBI WAN: Padme, we need to talk.

PADME: Certainly, but couldn't it wait until morning?

OBI WAN: I know of what you are trying to conceal.

PADME: Trying to conceal? I'm confused.

OBI WAN: I know of the life that you carry inside of you. I know you are carrying Anakin's child. I sensed it today. Through the force a Jedi can sense both life and death.

Padme turns, and begins to weep. Obi Wan moved to console her.

OBI WAN: Does Anakin know?

PADME: No…I haven't had the courage to tell him.

OBI WAN: Well you must.

PADME: He be thrown out of the order?! This is my fault. The blame should be placed on me.

OBI WAN: I warned you about this forbidden love Padme…but I doubt he will be removed. The Jedi's numbers are dwindling, the order needs him.

PADME: I love him…I've loved him now for as long as I can remember.

OBI WAN: I know it must have been hard on the both of you, but we must come clean. Anakin is a Jedi now, and his service to the Jedi Order will last the rest of his life. He will not have time to be a father to your child.

PADME: I will not abandon it…

OBI WAN: Nor should you. A Jedi's offspring is rare, and most probable to be force sensitive from birth. I will advise that the child be raised in the Jedi temple, as a disciple of the force. To possibly one day be like its father, a Jedi Knight.[75]

Slight pause for reflection

PADME: I fear that Anakin is in danger…

Obi Wan looks to the horizon.

OBI WAN: Yes, I sense it too…(closes his eyes)…he is far away…and is being tested by the force. (opens his eyes) But he is well trained…he will survive.

ZIOST – SITH CITADEL – DOME ROOM

Anakin walks into a domed room, still dark but lighter than the other rooms. In the center on the domed room is a circular pool of what looks like thick black oil. He steps cautiously toward the pool that is a little more than a yard in diameter. He crouches over the dark pool, stares at it, then reaches into the pool. His hand passes through it.

ZIOST- SITH CITADEL – DARK PATH

From the other side of the pool, you see Anakin's robotic hand passing through, as if it is some sort of liquid gate.

ZIOST – SITH CITADEL – DOME ROOM

Anakin removes his hand from the pool and notices that there is no residue on his hand.

ANAKIN: (under his breath) What's in there?

A voice is heard

QUI-GON JINN: Only what you take with you.[76]

Anakin looks surprised; he looks around and sees no one. He returns is attention to the pool. Then he slowly enters the black liquid gate, passing through it until he is completely engulfed.

ZIOST- SITH CITADEL – DARK PATH

(the camera frame slows down) On the other side of the gate, Anakin lands on his feet and looks up at the pool in the ceiling of a dark path that is more organic than the rooms before, as if he is inside a black tree. He looks forward and begins to walk slowly. From the distance heavy breathing (that of darth vader) is heard approaching. Anakin stops advancing and stands alert. From around the corner Darth Vader approaches Anakin and stands, his breath getting heavier. Darth Vader ignites his red light saber and stands ready. Anakin then ignites his blue light saber and they stand facing each other. Anakin swings to attack and the two engage in a short duel. Anakin then slices through Darth Vader's arm, exposing the robotic circuitry, and then slices across the specter, decapitating the Dark Lord. Vader falls and his head rolls toward Anakin. Suddenly, Vader's mask explodes off revealing Anakin's face underneath. Anakin stands stunned. He looks to Vader robotic limb, and then to his own robotic hand. He flexes his hand as he stares at it. [77]

EXT. SPACE – ALDERAAN ORBIT

Two Confederate Dreadnaughts (Providence-class destroyers) and one Munificent-class star frigate drop out of light speed above Alderaan. The center dreadnaught is The Invisible Hand, and the frigate is The Inundate. The three ships slow down to orbit the planet and are met by several Corellian Corvettes, Corellian Defender-class Light Corvettes, and a large Lancer Class Frigate. The ships face each other for a moment. Then from The Invisible Hand flies five ships from it's docking bay including two Maxillipede-class transport shuttles and three Aurore-Class Freighters. The Munificent-class star frigate The Inundate then begins to move to the surface with the other confederate drop ships as the Dreadnaughts remain in place. Four Defender-class Light Corvettes then escort the ships to the surface.

INT. ALDERAAN – ORGANA CASTLE – THRONE ROOM - DAY

The King sits at his throne with the Loyalist delegates including Mon Mothma, and Padme Organa. The delegates sit at the end of a long rectangular table with the kings throne at the end. Obi Wan stands off to the side. An Alderaanian guard enters the room.

GUARD 1: King Organa, the Confederate diplomat and escort ships are entering orbit.

KING: Prepare the throne room for negotiations.

The guards begin to prepare the room. Sealing off doors and operating controls in the wall. Obi Wan looks to Padme and nods. A guard approaches Obi Wan.

GUARD 2: Master Jedi, your weapon please.

OBI WAN: My weapon?

GUARD 2: Your Light Saber. The King wants no weapons present during these negotiations.

Obi Wan regretfully takes his light saber off and gives it to the guard. The light saber sits on a silver platter.

GUARD 2: You're weapon will be safe with us in the castle vestibule.

Guards continue to move around the room and prepare the negotiation table, and Obi Wan's light saber is seen placed on a pedestal outside on the other side of the large entrance doors of the throne room.

EXT. ALDERAAN – ROYAL LANDING PLATFORM - DAY

The Confederate ships begin their landing sequence and come to a landing on the Royal Landing Platform. The Light Corvettes fly overhead as the confederate ships complete their landing sequence. Alderaanian guards line the landing platforms along with Alderaanian land patrol craft. From each the Maxillipede shuttles, 14 B1 Battle droids exit. From the first shuttle the droids line into positions as a T-series tactical droid steps to the front of the line. The Aurore-Class Freighters land behind the shuttles and then the giant Frigate the Inundate lands in the rear. From the other Maxillipede shuttle battle droids exit and make two lines, lining the walkway exiting the ship. Then out walks General Grievous, RA-7 protocol droid and four commando droids behind him, armed with laser rifles. Flanking the Alderaanian Royal Landing Platform is the Tentive IV and other Alderaanian Ships. Raymus Antillies approaches General Grievous with armed Alderannian Guards on the tarmac.

RAYMUS: General Grievous, we were not expecting you to be the Confederate representative for these peace negotiations.

GRIEVOUS: The Minister of Amity has died in battle, but do not fret, I come with…glad tidings.

RAYMUS: Very well…this way to the conference of loyalists.

The group of Alderaanians and Confederates proceed to the Castle and enter the vestibule.

EXT. ALDERAAN – ROYAL LANDING PLATFORM - DAY

RAYMUS: You will not be permitted to bring in armed guards or weaponry into the Throne Room.

A guard approaches the group with a silver platter.

RAYMUS: Your weapons please.

GRIEVOUS: Certainly…I will just need my protocol droid.

Grievous removes two light sabers and places them on the platter, and then removes another set of light sabers and places them on the platter, one of the light sabers is Qui-Gon Jinns. He looks to the commando droids.

GRIEVOUS: Stay here.

Grievous, RA-7, and Raymous approach the throne room doors. Raymous looks to another guard.

RAYMOUS: Scan them

GRIEVOUS: I assure you Captain, I am unarmed.

The Guard then scans the two confederates with a scanning device.

GUARD 3: They're clear.

RAYMUS: Right this way

The large doors to the throne room open and Grievous and RA-7 enter the room. The King, Loyalists, and Obi Wan are seen looking at Grievous as he enters. Obi Wan stands in concern as Grievous as RA-7 stand at the end of the negotiation table. The door shuts behind him. (the camera shot is taken from the outside of the door as it closes)

EXT. – ALDERAAN – ROYAL LANDING PLATFORM – TENTIVE IV – DAY

The Royal Landing Platform looks peaceful enough with the Tentive IV stationed at one end and the Confederate Ships on the other. From out of the Tentive IV rolls out R2-D2 and C-3PO. They then roll down the runway and toward the Confederate Frigate Inundate.

R2-D2: Beep Beep

C-3P0: Eeecho turra (a foreign droid language)

R2-D2: (grumpy) beep and hums

C-3P0: ooocha rhummmm.

C-3P0 seems to be in some sort of trance and his voice sounds deeper and much more robotic.

INT. – ALDERAAN – TENTIVE IV – BRIDGE – DAY

Captain Typho looks out the bridge of the Tentive IV and brings up his binoculars. He looks over to R2-D2 and C-3P0. From the window you can see them walking/rolling toward the Confederate ships. Typho looks down the runway at their path to the Frigate where several armed droid guards stand. An Alderaanian Pilot sits at the controls. Typho talks to the Pilot as the droids make their approach.

TYPHO: Let's hope this works.

EXT. – ALDERAAN – ROYAL LANDING PLATFORM – IN FRONT OF THE INUNDATE - DAY

R2-D2 and C-3P0 approach the confederate frigate The Inundate. From the large landing platform several battle droids are on patrol. From the deck the Super Tactical Droid Commander named AUT-O1 greets the two droids. They speak in a droid language, C-3P0 continues to speak in a different language as if he is possessed.

(Translated on screen)

AUT-O1: What is your purpose?

C-3P0: A gift from the royal highness King Organa.

AUT-O1: You look like republic droids.

C-3P0: We are from Alderaan, a neutral planet.

AUT-O1 looks over them, and then to the side of the ramp where two deck droids stand at their posts.

AUT-O1: Scan them.

A scan comes down over them and passes through the two droids.

DECK DROID: They are clean, no organics or explosives.

R2-D2 rotates his head and then beeps a very grumpy beep.

AUT-O1 looks to two battle droids and an R5 droid and calls them over.

AUT-O1: Escort these two to the cargo bay. We shall await orders from the General concerning them.

The two battle droids then escort C-3P0 and R2-D2 onto the Frigate. The R5 droid turns his head and beeps to R2-D2 in a grumpy manner.

R5: Beep Beep

R2-D2: Beep boop (equally grumpy)

INT. – ALDERAAN – TENTIVE IV – BRIDGE – DAY

Typho watches the two enter the ship from the Tentive IV bridge. He looks through his binoculars

TYPHO: There in!

He turns and smiles at the Pilot.

INT. – ZIOST – SITH CITADEL – LARGE VESTIBULE

Anakin is now seen entering a large vestibule, with statues lining the walls, in the distance he sees two larger doors with two IG-100 Magna droids standing guard, this time with two staffs. He walks down the hall, with his hood over his head. As he approaches the droids, they cross their staffs in front of the door.

MAGNA DROID: Halt.

Anakin then draws upon the force and drags the two droids toward him as he approaches. The droids are confused and then are lifted off the ground. Anakin ignites his light saber and slices through the two droids with ease. They fall to the ground destroyed. Anakin then looks at the door at the end of the hall and uses the force to open the door. The two doors slowly swing open to reveal a throne room.

INT - ZIOST – SITH CITADEL – THRONE ROOM

Anakin continues to walk forward into the room. There is a throne in the center of the room, however from the foot of the throne stands a dark figure.

MAUL: I've been expecting you.

Anakin walks into the room and stands across, opposing Darth Maul.

ANAKIN: My powers have doubled since the last time we met.

MAUL: Good. Twice the pride, double the fall.

ANAKIN: I will not fall so easily this time.

MAUL: I sense great fear in you, Skywalker. You have hate, you have anger, but you do not use them.

ANAKIN: I am a Jedi.

MAUL: Indeed, as predictable and blind as your first master. No…but you're different. You must sense it…that every passing moment the Jedi step even deeper into our plot.

ANAKIN: All your forces are in retreat. You can not win this war.

MAUL: Oh, my young Jedi, but we already have. You have been baited like an animal into a trap, for we have distracted the Jedi from the genuine truth.

ANAKIN: You can't distract a Jedi, we are one with the force.

MAUL: Ahh, but there are many ways, starting with the slaughter of the innocent mercilessly and without compromise.

Anakin reflects a moment about his mother's death.

MAUL: Yes…your mother…she consumes your thoughts.

ANAKIN: You should have killed me at Yavin. I was near death, but I was fueled by my singular hatred for you.

MAUL: Then you must have your revenge!

The two adversaries ignite their light sabers (Maul using his double ended light saber) and begin to attack each other. They seem to be neck and neck but to end the scene Maul attacks and Anakin defends. Maul's face looks savage as he attacks with great vigor.

EXT. ALDERAAN – CASTLE ORGANA – THRONE ROOM

King Organa, Padme, Mon Mothma, Bail Organa all sit at the negotiation table. The throne sits behind them. Obi Wan stands away from the table with a look of concern. Grievous stands at the other side of the table with his Protocol Droid RA-7 who stands next to him. Unarmed Alderaanian Guards stand around the room.

KING ORGANA: We were not expecting the supreme general of the Confederate military to be in our presence today, however your willingness to attend our peace negotiations is a vote of good confidence on the part of the Confederates.

GRIEVOUS: The Confederates take these negotiations quite seriously you highness.

As the conversation takes place, the camera comes in close to RA-7's optical sensors. Grievous looks to Obi Wan

GRIEVOUS: I see you have brought your republic negotiator.

OBI WAN: In the interest of peace, General Grievous, I side with no one today

GRIEVOUS: A likely story…I'm sure there is a Republic fleet waiting to drop out of hyperspace to ambush me!

MON MOTHMA: General, the Republic does not know that this meeting is even taken place. The Loyalist party is the galaxy's last hope for peace.

Grievous settles down then sits at the end of the table, his talons resting on the table, clicking. RA-7 stands next to him.

GRIEVOUS: Peace…what does the Republic know about peace? There will be no peace as long as the Republic aligns themselve with the Jedi.

KING ORGANA: Alderaan knows much about peace. We have been the keepers of peace since the founding of the Republic and we stand before you today alone, apart from the Republic to beg the Confederates to cease-fire and negotiate an end of this conflict. Our time runs short General.

GRIEVOUS: You have my attention.

The King then looks towards Senator Amidala and she stands with a tablet in her hand. She begins to read from it.

PADME: The Loyalist Party of the Republic Senate hereby pleads for a cease-fire between the Confederate Separatists and the Galactic Republic so to continue serious negotiations for peace. Presently the Loyalist party stands alone in the Galactic Senate, but we have not abandoned the prospects of peace. If peace will not be brought back to the table, the Loyalist Party is prepared to defect from the Galactic Senate, to form an Alliance. An alliance of planets who will stand neutral. An Alliance to Restore the Republic[78] to its rightful place in the universe, as a governing body that upholds peace and prosperity throughout the Galaxy.

KING ORGANA: Will the Confederates join us…in an effort for peace.

The camera looks to Grievous, and then to RA-7.

INT. – ALDERAAN – ROYAL LANDING PLATFORM –THE INUNDATE – CARGO BAY - DAY

C-3PO and R2-D2 are escorted into the Cargo Bay. The droids are escorted by B-1 Battle droids and the walls are lined with several large Binary Load Lifter Droids who stand dormant. The guards walk C-3PO and R2-D2 to a place against the wall next to the Load Lifters.

BATTLEDROID: Wait Here

C-3PO: Echuuta (in a possessed voice)

C-3PO nods then stands erect next to R2. The battle droids then walk to a monitoring station in the cargo bay. The last Binary Load Lifter, CLL-8, turns to C-3PO and speaks in a very primitive robotic dialect.

CLL-8: doooodooooeeeeee

C-3PO then turns to the Load Lifter and snaps at him.

C-3PO: Chuta (mind your business)

The load lifter then looks embarrassed and turns back to position. R2 then spins his head and beeps. He looks over to the guards who are minding their own business, then over to C-3PO.

R2-D2: Beep booop – whistle (in a rude tone) (would you like a power boost?)

C-3PO: Echo..Echoechoach (of course I would like a power boost)

The two droids then turn and look at each other. Out of R2-D2's head comes an arm that rises to about C-3PO's chest. It then bends and locks into the circular part in C-3PO's chest. R2's arm then twists and C-3PO then turns off suddenly. A moment passes and R2 turns his head to look at the guards. They do not notice. He turns back to C-3PO and then C-3PO reboots and awakes. His voice returning to normal.

C-3PO: (scrambling noises) wha..whooo. Where am I?

R2-D2: beep beep boop (reverting back to his original positive tones)

C-3PO: Oh, hello there. I am C-3PO, human cy-borg relations. How may I serve you?

R2-D2: whistle, beep beep.

C-3PO: Check by back up memory programming? Alright…Accessing.

R2-D2: Whistle.

C-3PO: Ah, I see. We are on a mission to obtain information from this ship. That's odd, I am a protocol droid, I'm not designed for espionage.

R2-D2: Snip, whistle, beep beep

R2-D2 turns his head and looks at the monitoring station. Then looks around the room to a control room. The door is closed into the room but the room overlooks the Cargo Bay by a giant window. A battle droid is working at the controls.

R2-D2: Whisle!

C-3PO: But how will we get to that control room undetected?

Two Battle droids doing the rounds walk past the two droids. They look over at the two. C-3PO straightens up and looks stiff as before. The droids pass.

R2-D2: whisle (softly)

C-3PO: We're going to need a diversion.

The camera pulls back to look at the entire cargo bay, battle droids march on patrol.

INT - ZIOST – SITH CITADEL – THRONE ROOM

The scene opens with Anakin and Darth Maul in a light saber dual. The dual is heated and even. Both warriors attacking and defending. Eventually the dual takes the two to the steps of the throne. The dual continues until Anakin misses Maul with an attack and slices through a pole near the throne. Maul then oppressively attacks, Anakin defends and the two lock light sabers and Maul's face bears down on Anakin.

MAUL: If you are to destroy me, you must embrace your hatred!...You must do what a Jedi can not!

Anakin tries to push back against Maul but Maul continues to push his light saber closer to Anakin.

MAUL: You are weak…like your father.

Anakin then yells and rallies and pushes Maul off of him and attacks again. The two dual for a moment, and then pause at the ready.

ANAKIN: You did not know my father…

MAUL: Oh, but I knew of him…certainly you must know, or has the light side blinded you for so long that it has dulled your senses?

ANAKIN: Be Quiet!

Anakin attacks again, and force pushes at Maul. Maul stands his ground, but his cape flies off in the process. Maul attacks and kicks Anakin down, Anakin's light saber turns off. Maul then force pushes Anakin and he drags across the floor against the throne steps, then stop. Maul approaches Anakin as Anakin tries to stand and ignites his lights saber again.

MAUL: (laughs) You don't know do you? That Qui Gon's Jinn was your father's first master? Why do you think he found you so easily on that slave world?

ANAKIN: You Killed Him!

MAUL: No…I did not have that pleasure. He died by the hands of the Jedi.

ANAKIN: Impossible, my father left the Jedi Order.

MAUL: To become a follower of the dark side.

ANAKIN: Liar!

Anakin attacks with more vigor than before and the two battle each other more.

EXT. ALDERAAN – CASTLE ORGANA – THRONE ROOM -DAY

The Loyalists, Grievous, RA-7, and Obi Wan sit at the long negotiation table.

KING ORGANA: General, if the negotiations for peace in the Galactic Senate fail, we would extend an invitation to the Confederate Planets to join the Alliance…to work toward lasting peace.

The attention then moves toward Grievous, who sits at the end of the table.

GRIEVOUS: Ha, Ha, Ha. An Alliance of Planets? I'm sorry to disappoint you King Organa, but I already belong to an Alliance…The Confederacy of Independent Systems (he coughs) No…I am not in this war for your politics. I am the leader of the most powerful droid army the galaxy has ever seen!

KING ORGANA: An army with no loyalty, no spirit, just programming. What have you to show for all your power? What have you to gain?

GRIEVOUS: The future. A future where there is no Republic.

KING ORGANA: You would chose war to peace in any scenario?

GRIEVOUS: When will you Republic dogs see? The only place to find peace my King…

Suddenly Grievous leaps onto the long table and points his finger at King Organa.

GRIEVOUS: Is in your grave!

The tip of Grievous' finger then launches off his hand like a dart and strikes the King in the chest. The room erupts in panic. Padme runs to the King who slumps in his chair. She pulls him to safety. Bail Organa commands to the guards:

BAIL: Guards! Seal off this room!

Obi Wan jumps to the opposite end of the table, both Grievous and Obi Wan are weaponless.

GRIEVOUS: Listen to me, Jedi. I do not care about your peace; I do not care about your Republic. I only live to see you die!

Weapon fire is heard outside the door.

OBI WAN: You won't escape this time.

Grievous then lifts up his other hand and shoots a finger dart at Obi Wan. Obi Wan then lifts his hand up, draws upon the force and slows the dart to a halt in mid air, then he turns the dart and shoots it at Grievous. The door then blasts open and several commando droids start blasting in the throne room. RA-7 turns and runs out of the room toward the droid ships. Grievous then does a huge backflip, the dart rips through his cape and Grievous lands at the doorway. The Loyalists take cover under the table, Bail runs to his father. From beyond the door, Alderaanian Guards begin to fire on the Droids, who counter attack. A commando droid then gives Grievous four light sabers in which Grievous quickly ignites two. He points one at Obi Wan.

GRIEVOUS: It is you, Kenobi, who will not escape!

Obi Wan then sees his light saber from beyond the large door sitting on the pedestal still. He then leaps into the air, draws upon the force and summons his light saber which flies from the pedestal, through the air above Grievous, and into Obi Wan's hand. In mid air, Obi Wan ignites his light saber and then attacks Grievous on the way down. Grievous blocks, and Obi Wan counters pushing Grievous into the vestibule. Alderaanian guards blast away at the commando droids and Obi Wan and Grievous dual. Suddenly Destroyer (droideka) Droids roll into the vestibule and begin firing on the Alderaanian guards. King Organa is now on the floor and Padme cradles him as Bail goes to his father.

BAIL: Father!

KING ORGANA: Son…do not…do not forsake peace…

BAIL: Yes Father…I love you…

KING ORGANA: I love you..too…my son

King Organa then passes. Bail looks angry. He stands.

BAIL: Guards, capture Grievous! Do not let him off planet!

INT. – ALDERAAN – ROYAL LANDING PLATFORM –THE INUNDATE – CARGO BAY – DAY

R2-D2 and C-3PO stand next to a row of Binary Load Lifter Droids in the Inundate Cargo bay. Battle Droids seem to be doing their business, some walking around on guard, others monitoring controls. An alarm then goes off and the room starts flashing red. Battle droids run to positions.

C-3PO: Dear me, what is going on?

R2-D2: whistle, beep

C-3PO: We're taking off? That's not part of our plan! We'll be trapped here forever!

R2-D2: whistle beep beep

C-3PO: You have a plan, well it better work or we're doomed!

R2-D2: beep whistle beep

C-3PO turns to look at the Binary Load Lifter Droid next to him named CLL-8, then gently taps him on the leg.

C-3PO: Excuse me, have we met before.

The lumbering droid turns to C-3PO

CLL-8: eeeeee. Doooo chiii

Then the droid turns back forward, C-3PO then turns to R2-D2.

R2-D2: Whistles, beeps

C-3PO: How embarrassing, why didn't you tell me we met. My memory was erased. In fact I don't know how I got here!

R2-D2: whistle, whistle

C-3PO: It seems to communicate in a simple binary language.

R2-D2: beep beep

C-3PO: Well let's see…

C-3PO then turns to CLL-8 and taps him again.

C-3PO: (talking in binary) Eeeeee oooodoooodooo

CLL-8: (turns to C-3PO) ooooodooodoodoooeeeeee

C-3PO: doodooooooeeeeeeooeooeoooddd

CLL-8: doooeeeeeeoodddeeeee?

C-3PO: eeeedooooddodo!

CLL-8: oododoooddeeeeee![79]

The Binary Load Lifter Droid panics and then turns to the other droids and starts walking from its position.

CLL-8: EEEEEIIIIOOOOO EEEEEIIIOOOOO

The other Binary Load Lifter droids panic and start running around the Cargo Bay, running into dormant vulture droids and other equipment. They start heading for the Cargo Bay Door. The Battle droids are now all going after the Binary Load Lifters trying to settle them down (like wild elephants). The battle droid in the control room runs out as well, leaving the door open to the room.

C-3PO: Now's our chance.

The two head for the control room.

R2-D2: whistle?

C-3PO: I just told them that Cybot Galactica just recalled all Binary Load Lifters for defects in their power couplers converters, which would result in a replacement of their memory module and reactionary systems. This would intern…

R2-D2: (interrupts) beep beep (kind of grumpy)

C-3PO: Well you wouldn't know because you are a simple Astromech droid. The binary language is still one of the most efficient languages in the Galaxy,…

R2-D2: Whistle!

C-3PO: Oh, right. The mission.

The two make it into the control room.

INT. – ALDERAAN – ROYAL LANDING PLATFORM –THE INUNDATE – CARGO BAY CONTROL ROOM – DAY

R2-D2 rolls up to the control terminal and links in. He immediately closes the door to the room and locks it. The Binary Load Lifters are still out of control and can be seen through the window. C-3PO looks out the window into the Cargo Bay.

C-3PO: Well he seemed like a gentle giant.

R2-D2: Whistle.

C-3PO: It's encrypted?

R2-D2: Beep Beep

C-3PO: Well hurry! We have to get off this ship before lift off.

R2-D2: (Sad) Whistle.

EXT. – ALDERAAN – ROYAL LANDING PLATFORM – DAY

The Inundate is already off the ground and slowly lifting off the planet. Corellian Defender-class Light Corvettes begin to fire on the Confederate Frigate. Corellian Corvettes begin to lift off the ground on the other side of the Landing Platform that is covered in hundreds of droids fighting off Alderaanian Guards. RA-7 is seen running as fast as he can to one of the Maxillipede-class transport shuttles. The battle droids then all file into the shuttle and it takes off.

INT. ALDERAAN – CASTLE ORGANA – VESTIBLUE –DAY

Obi Wan and Grievous continue to dual as the battle between droids and Alderaanian guards continues around them. Obi Wan sides steps an attack from Grievous and positions himself between him and the front door and the castle steps.

OBI WAN: You'll have to get past me in order to escape.

GENERAL GRIEVOUS: Kenobi, you are a bold one. Surely you realize you're doomed!

The two continue to dual, but Obi Wan seems to be getting the upper hand. Obi Wan strikes Grievous's shoulder with his light saber and sparks fly off, but Grievous defends quickly and keeps his arm, then Grievous flips backwards and stands meters away before Obi Wan who continues to block his exit. They stare at each other for a moment, then begin to attack each other again. Next, more destroyer droids roll into the room and begin to blast at Obi Wan. Grievous then takes the opportunity to drop to all fours and dash out the door, evading Obi Wan who is now blocking laser fire. Obi Wan destroys a few droids with ricochet laser fire and then force pushes the droids into a wall. Alderaanian guards move in and start to fight back the destroyer droids.

EXT. ALDERAAN – CASTLE ORGANA – CASTLE STEPS –DAY

A large-scale skirmish is taking place between the droid forces and the Alderaanian Defense Force. Grievous takes a few steps out of the castle then rises back to his bipedal mode. He stands next to the T-series Tactical droid TX-20 who is commanding the attack. Grievous is breathing heavily, then coughs. He grabs the droid and brings it closer to him.

GRIEVOUS: Release the Hounds!

TX-20: But sir, their programming is not stable…they are unpred…(cut off)

GRIEVOUS: I said release them!

Then Grievous throws TX-20 to the side and turns around just in time to block Obi-Wan who leapt out of the castle. The two continue to duel on the Castle Steps. Grievous starts getting pushed down the stairs.

EXT. ALDERAAN – CASTLE ORGANA – LANDING PLATFORM –DAY

The battle between the confederates and Alderaan continues on the platform. Corvettes are seen above moving into position to block the confederates in. Then, out of the Aurore-Class Freighters roll out Tsmeu-6 wheel droids. The droids head for the castle, leveling anything in their paths (including droids). They have blasters on their sides and shoot away as they ensue chaos on the battlefield. One rolls up to an Alderaanian patrol vehicle and stops, extends its legs and chews into the side, destroying it. After the explosion it runs off to its next target.

EXT. ALDERAAN – CASTLE ORGANA – CASTLE STEPS –DAY

Grievous continues to be pushed down the castle steps as Obi Wan gets the upper hand. Grievous leaps back and points to Obi Wan with his light saber.

GRIEVOUS: Fool, I have been trained with the light saber by the Sith.

OBI WAN: That is why I know I can beat you.

GRIEVOUS: Enough of this.

OBI WAN: Your move.

GRIEVOUS: Ha Ha Ha (under his breath)

Grievous then removes his cape and then Grievous' arms separate into four limbs and he reaches down to his belt for two more light sabers. Obi Wan looks stunned. Grievous now commands four light sabers, spins two light sabers like propellers and starts to move slowly toward Obi Wan. Grievous looks invincible with his impressive display. Obi Wan is hard-pressed to defend himself against the deadly onslaught. Obi Wan mounts a ferocious counterattack, but can not penetrate Grievous' defenses. Grievous bears down on Obi Wan backing him up, onto the castles steps. Then Obi Wan Force pushes toward Grievous. Grievous' right foot talon grapples the ground, while his left side flails in the gust, and he quickly counters on Obi Wan, who blocks the fury of light sabers but is beginning to loose concentration. Grievous pushes Obi Wan back with a hard attack. The two lock lightsabers.

INT- ZIOST – SITH CITADEL – THRONE ROOM

Anakin and Maul continue to dual in the Sith Throne room. Anakin continuing to get angry and more aggressive, Maul defends himself with ease.

MAUL: Your rage has unbalanced you. That is not Jedi way, is it?

ANAKIN: Be quiet!

The two continue to duel, Anakin continues on the attack, but Maul defend himself, and knocks Anakin's lightsaber out of his hand. Anakin flips back.

MAUL: Haha, there is only one way to kill a Sith Lord…You must unleash your hatred! Indeed, you have potential, but will you see it through?

Anakin calls upon the force and pulls the lightsaber to his hand, ignites it and then stands ready.

ANAKIN: No, I am a Jedi, like my father was before me.

MAUL: A Jedi? No…a half truth at best. Your father became a follower of the dark side of the force. He was my master's apprentice. And with his passing, I am now the apprentice to the most powerful being in the galaxy. Soon, you, and everyone you know, will be my slave…or die.

They again engage, this time with Maul on the offensive and becoming more aggressive.

MAUL: Yield to your Master! Surrender your thoughts to the dark side, only then can you destroy me!

The two continue to fight, and in Anakin's face you see him begin to change. He kicks Maul's leg and Maul backs off.

ANAKIN: Who? Who killed my father?

MAUL: So you have accepted the truth…A Jedi, by the name of Windu, on Utapau, betrayed your father and eliminated him.

Anakin's face draws dark.

MAUL: Join me…betray the Jedi…become my apprentice. I can teach you the ways of the Darth Side of the force. You would become, unstoppable…for I am destined to become the ruler of the galaxy and the Sith work in two: One to hold absolute power, and the other to crave it.

ANAKIN: The only thing I crave…is your death.

MAUL: Then you shall share your father's destiny, and die!

The two return to their dual, this time, more vigorous than before. Anakin has now embraced his fear. Anakin confidently backs Maul up toward the throne, and Maul back steps up the steps. Maul is aggressive as well, but Anakin seems to have control of the situation. Anakin gets one good slash and destroys Maul's dual light saber. Anakin then force pushes Maul down to the ground, kicks Maul in the chest, and brings his light saber to bear to Maul's neck. Maul wipes a bit of blue blood from his mouth.

ANAKIN: I should kill you!

MAUL: Destroy me, take your revenge, and your journey to the dark side will be complete.

Anakin looks conflicted.

MAUL: Spare me…and I will hunt you down to the edge of the Galaxy and will not rest until I destroy you…

Anakin face looks fearful.

MAUL: And I will not stop there…Every loved one you have ever known will die. Obi Wan Kenobi is dead…What is her name? Padme?

Anakin now looks angry.

MAUL: Let me live…(becomes very angry, yelling) AND SHE IS DEAD! YOU ARE DEAD! YOU WILL DIE!

ANAKIN: AAAAA!

Anakin is furious, and he swipes down at Darth Maul, decapitating him as the Sith is yelling. Maul's head bounces down the steps to the ground. Anakin stands above Maul's dead body, stunned as his light saber still glows in the darkness.

EXT. ALDERAAN – CASTLE ORGANA – CASTLE STEPS –DAY

The battle rages on in front of Castle Organa. Obi-Wan and Grievous continue to duel. The Invisible Hand ascends, heading for the atmosphere. Corellian Corvettes are seen converging on the Invisible Hand and Defender-class Light Corvettes attack an Aurore-Class Freighter that is on the ground, the Aurore Freighter fires back but is destroyed, causing an explosion. Next Hyena class bombers start pouring out of the Invisible Hand attacking the Corvettes and Light Corvettes. On the ground the Tsmeu-6 wheel droids are making mince meat out of the Alderaanian forces and moving quickly toward the castle, rolling and/or running toward different targets. Grievous and Obi Wan duel. Obi Wan can not seem to get on the offensive with so many light sabers attacking him at once. Grievous continues to bear down on Obi Wan.

GRIEVOUS: It is now time for you to die…Jedi.

While Obi Wan is defending himself from two of Grievous's light sabers, Grievous then attempts to use his other two free hands kill Obi Wan, but then suddenly Bail Organa runs out of the Castle with a squad of Alderaanian Guards.

BAIL: Fire on the General! Take him down!

Alderannian Guards start firing on the General, who pauses his attack, and attempts to dodge the laser fire but is hit as a laser grazes his chest plate. Grievous is knocked back but he catches himself. Obi Wan takes his opportunity and slices through one of Grievous' arms. It falls to the ground along with the light saber. Obi Wan calls upon the force and retrieves the fallen light saber, ignites it and begins to attack the General with two light sabers. The T-smeu-6 wheel droids then make it to the castle steps and run up them toward Bail and his men. The Alderaanian guards attention are now on the Tsmeu-6 wheel droids. They take one down, but the others run up to them and attack. Bail jumps for safety behind a pillar. Two T-smeu-6 droids enter the castle, blasters firing away.

Obi Wan now takes the advantage, bearing down hard on Grievous.

OBI WAN: Surrender, General. You are soon to be outnumbered…You can not win against me.

Grievous continues to defend against Obi Wan and coughs. Obi Wan then force pushes Grievous again, this time blowing him back. Grievous regains his balance and looks over to the last Maxillipede-class transport where three Tsmeu-6 wheel droids are. They begin to charge Grievous. Grievous is breathing heavily and looks to Obi Wan.

GRIEVOUS: Another time then

Grievous then lowers two of his light sabers and jumps into the air and grabs onto the center of one the Tsmeu-6 wheel droids. His last light saber is still ignited as the droid rolls and turns back toward to the Maxillipede transport. He raises his light saber and yells.

GRIEVOUS: This is not over Kenobi!

Obi Wan looks on as Grievous rolls away. Obi Wan then looks down at the second light saber he stole from Grievous. He notices that it is Qui-Gon Jinn's blade. He then looks up and begins to run after Grievous, then suddenly the voice of Qui-Gon Jinn is heard.

QUI-GON JINN: Obi Wan…save the Queen!

Obi Wan stands stunned and turns to look at the castle as the Tsmeu-6 droids roll or run into the main doors. He runs back toward the castle and up the steps. Bail runs out with some guards.

BAIL: Obi Wan! We have to stop these wheel droids, the Senators are still inside!

Obi Wan then runs into the Castle at breakneck speed.

Grievous rolls up to the Maxillipede-class transport and jumps off the Tsmeu-6 wheel droid that snarls and roll off back to the battle. Grievous pushed droids out of the way as he runs into the ship and immediately takes off, leaving droids behind him on the ground.

INT. ALDERAAN – CASTLE ORGANA – MAXILLIPEDE-CLASS TRANSPORT – COCKPIT - DAY

Grievous yells into the communicator.

GRIEVOUS: I need air support now!

EXT. ALDERAAN – CASTLE ORGANA – MAXILLIPEDE-CLASS TRANSPORT –DAY

Hyena Class fighters then fly in next to the Maxillipede-Class Transport to escort him. The ship heads to the Invisible Hand. It now appears that the Corvettes have the Invisible Hand blocked in.

INT. – ALDERAAN ORBIT –THE INUNDATE – CARGO BAY CONTROL ROOM

R2-D2 and C-3PO are in the control room, R2-D2 is busy downloading information.

R2-D2: Tweet, beep beep

C-3PO: You've broken the encryption? Wonderful R2-D2! How long to download the information?

R2-D2: boop beep beep

Outside the window the battle droids have tamed the binary load lifters and things look more stable.

INT. – ALDERAAN ORBIT – THE INUNDATE – CARGO BAY

Two battle droids look around and see R2-D2 and C-3PO in the control room.

BATTLEDROID 1: Hey, what are those two doing in the control room?

BATTLEDROID 2: They are not authorized to be in there.

The two droids begin to walk toward the control room.

INT. – ALDERAAN ORBIT –THE INUNDATE – CARGO BAY CONTROL ROOM

C-3PO notices the two battledroids.

C-3PO: Oh no R2, looks like we've been discovered.

R2-D2: U-oooo

INT. – ALDERAAN ORBIT – THE INUNDATE – CARGO BAY

The two Battledroids approach the door. They hit the panel to open it, but nothing happens.

BATTLEDROID 1: It's locked.

They then move to the large window where R2-D2 and C-3PO are seen. They tap on the window with their blasters.

BATTLEDROID 2: Hey! Open up!

INT. – ALDERAAN ORBIT –THE INUNDATE – CARGO BAY CONTROL ROOM

R2-D2 and C-3PO look at the Battledroids as they tap at the window impatiently.

C-3PO: Hurry R2-D2, we're running out of time!

R2-D2: Whistle

From out of the window one of the Battledroid 1 aims his blaster and fires at the window. The blast ricochet off the glass and back toward battledroid 2 who is hit and falls to the ground. Battledroid 1 looks surprised.

C-3PO: That was close.

INT. ALDERAAN – CASTLE ORGANA – VESTIBULE –DAY

Obi Wan is now in the Castle Vestibule with about 7 Tsmeu-6 droids. One of the droids is gnawing at the throne room door. Obi Wan calls on the force and picks up one of the Tsmeu-6 Droids. The droid is confused as his legs try to run but he is elevated off the floor. The droid then starts firing frantically. Obi Wan turns the droid toward the other Tsmeu-6 droids. The blasts take out a couple of the droids, but then the attention of 3 of the droids are now drawn toward Obi Wan. Obi Wan throws the droid with the force toward one of them and they collide, dazed. The three Tsmeu droids then convert into wheel mode and race towards Obi Wan who ignites his light saber. All three of them circle Obi Wan who stands poised. One by one each Wheel Droid launches itself at Obi Wan and with ease he slices through them destroying them and dodging their remains. The 2 T-smeu droids by the Throne room door finally break through and wheel into the throne room.

INT. ALDERAAN – CASTLE ORGANA – THRONE ROOM - DAY

Alderaanian Guards wait on the inside and blast at the two droids but are ineffective as the T-smeu-6 droids blast away at the room chaotically. Mon Mothma and Padme are still on the ground with King Organa in their arms. They are fearful as the wheel droids start to blast away through the room. Obi Wan runs in and leaps, slicing through one of the droids that flies into a pillar. Obi Wan turns to the last wheel droid. It stops and converts to its leg mode and charges Obi Wan, firing away at him. Obi Wan deflect the laser fire and then slices through the droid as it lunges toward him, landing on top on Obi Wan. Obi Wan disappears under the droid. Padme looks shocked as if Obi Wan has been crushed. Slowly the Droid remains lift off the ground as Obi Wan calls on the force, lifting the droid up and off of him and throwing it off to his side. Padme runs to Obi Wan, Alderaanian guards then rush the room with Bail.

PADME: I thought you were dead.

OBI WAN: It was not the will of the Force.

BAIL: Grievous has escaped to the Inundate Frigate, but we have it blocked in, we can still stop him.

OBI WAN: (looks to Padme and places his hand on her shoulder) Stay here, The power of the force is converging…and you are instrumental in its design.

BAIL: She will be safe here with us.

OBI WAN: Then I have a cyborg to catch.

Obi Wan runs out of the room and touches his communicator.

EXT. ALDERAAN – CASTLE ORGANA – LANDING PLATFORM – DAY

R2-Q2 sits in the Obi Wan's Jedi Star fighter, then turns his head and beeps. The ship then lifts off and heads toward the Castle. Obi Wan is now seen on the castle steps. The Jedi Starfighter then pulls up and the cockpit opens. Obi Wan jumps in hits the controls. The cockpit closes and the ship takes off toward space.

EXT. SPACE – CORRUSCANT ORBIT – SITH INFILRATOR SCIMITAR

The Scimitar flies toward Corruscant.

EXT. CORRUSCANT – CITYSCAPE - SITH INFILRATOR –NIGHT

The Scimitar flies over the cityscape, toward the Senate Building.

EXT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – LANDING PLATFORM - NIGHT

The Sith Infiltrator comes to a landing at the Senate Landing Platform. The landing ramp extends, and out walks Anakin Skywalker dressed in his black robe. He walks toward the building with his hood over his face.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – PALPATINE'S OFFICE – NIGHT.

The door opens to Palpatines office and Anakin enters. In the room sits Palpatine at his desk and Mace Windu, dressed in his black robes, stands to Palpatines left. They both look toward Anakin.

PALPATINE: I tried to tell Master Windu that everything was under control Anakin, but he wouldn't listen.

WINDU: Skywalker, the council put you in charge of the Chancellor's security, yet I come to find out that you have been off planet? Can the Jedi Council not trust in your allegiance?

ANAKIN: I am no security detail.

WINDU: You of all people should know that the Chancellors well-being has been put in jeopardy on numerous occasions, yet you still don't see the importance of keeping him safe from the enemy.

ANAKIN: (brief pause) not anymore.

WINDU: Explain?

ANAKIN: I've done what has had to be done. I've defeated the Sith…he will trouble us no longer.

PALPATINE: Destroyed the Sith? Well you've done it my boy! You see Master Windu, it was for good cause that he leave my side.

WINDU: Your merit is still to be determined, Anakin.

ANAKIN: Still to be determined? I am a Jedi Knight, like you Windu…and I have single handedly destroyed the Sith! What is there to be determined? This war is that much closer to being over because of me. If it were for the council, the Sith would still be alive wreaking havoc though out the Galaxy.

WINDU: Calm down Anakin

ANAKIN: I will not calm down. Tell me, what do you know of Cliegg Vader? And don't tell me he vanished before the war!

WINDU: Your father disappeared before the war.

ANAKIN: Liar!...You killed him.

WINDU: Anakin, he became a Rogue Jedi. He turned to the dark side of the force…I had to kill him…on Utapau.

ANAKIN: And so the truth comes out.

PALPATINE: And you've kept this information from the council? To save yourself from Judgment?

WINDU: No, because I had destroyed the Sith, he posed no threat.

PALPATINE: But then they returned for revenge.

(a brief pause)

ANAKIN: It is because of you Windu, that my father is dead. It is because of you that I was born into slavery! Do you know what that feels like? Do you know what it is like to serve a Master that beats your mother? It's because of the Jedi that my Mother is dead! They kept me away from her because of their tired traditions!

WINDU: Anakin! It was not the Jedi that killed your parents!

Anakin then activates his light saber

ANAKIN: The Jedi have taken everything from me…and you killed my father…and now…I will kill you.

Windu then activates his light saber and deflects Anakin's initial assault. The two dual in the office in front of Palpatine. Anakin is furious and attacks without mercy. Mace tries to stay poised but is doing his best to block Anakin's offensive. Anakin then kicks Windu in the knee and attacks with an upwards thrust. Maces's saber is propelled high, exposing his body. Anakin takes advantage and runs Mace through. There is a pause, and Anakin back out of Mace who drops to the floor. Anakin stands over Mace's body. Palpatine stands and laughs under his breath. Mace's body then disappears as Anakin looks on.

EXT. SPACE - ALDERAAN ORBIT– THE INUNDATE

The Invisible hand is attempting to escape Alderaan but is blocked in by the Alderaanian fleet comprising of several Corvettes and the Lancer Class Frigate. Light Corvettes are attacking the smaller Confederate Ships.

INT. SPACE - ALDERAAN ORBIT– THE INUNDATE - BRIDGE

Grievous walks onto the bridge, coughing as he approaches the command terminal. Alderaanian ships are seen from the bridges observation deck attacking the Invisible Hand and knocking the droids on the bridge around. A tactical droid walks to Grievous.

TACTICAL DROID: The Alderaan fleet has set up a blockade, sir. We are trapped in the upper orbit.

Grievous snaps back

GRIEVOUS: I know that!

Grievous looks over his controls and presses a few buttons. A holo-map of the battle comes up. He looks over it, then singles out a fighter. He pulls in closer, and identifies it as a Jedi Starfighter…

GRIEVOUS: (under his breath) Kenobi.

He presses a few more buttons on the bridge as a large blast knocks the bridge and a few droids fall to the floor. Grievous holds his balance. He looks back up. He opens a channel where his voice is heard throughout the ship.

GRIEVOUS: Personnel of the Invisible Hand, you have served the Confederacy well. You must now give your final spirits to the great cause of liberty throughout the Galaxy. It has been an honor.

Grievous turns off the open channel. And raises his voice to the bridge.

GRIEVOUS: Ramming Speed!

The droids respond with great pride.

DROIDS: Yes Sir!

She ship then picks up speed toward the blockade. Grievous turns to the Tactical Droid.

GRIEVOUS: Prepare my ship.

TACTICLE DROID: yes sir.

INT. – ALDERAAN ORBIT –THE INUNDATE – CARGO BAY CONTROL ROOM

Droids are now all tapping on the window with their rifles, trying to get to C-3PO and R2-D2.

C-3PO: R2, we are trapped here! There is no escape!

R2-D2: whistle, whooo

C-3PO: Ramming Speed!? We're doomed!

R2-D2: beep beep

C-3PO: It doesn't matter if you have downloaded the entire manifest! Even if we get out of this control room, our parts will be blown to bits! I knew this was a bad choice you bumbling…

R2-D2: weee beep ep

C-3PO: A plan? It was your plan who got us into this in the first place…

R2-D2 rotates his input device as C-3PO worries. Slowly the cargo bay doors begin to open outside of the Cargo Bay Control Room where the droids and everything not tied down, including the battle droids and load lifters get sucked out into space.

C-3PO: R2-D2 you did it! Wait, how are we going to…

R2-D2 then opens one of his side panels and a little suction cup type magnet shoots out and attaches to C-3PO's leg. The suction cup is attached by a wire to R2-D2 and the two are tethered together. C-3PO notices that the two droids are now attached.

C-3PO: This is no time for…

R2-D2: who weeeee

C-3PO: Hold on to whaaaaaaaaaaaa!

Suddenly the door to the control room opens and the two droids are sucked out into the control room and then into space.

EXT. – ALDERAAN ORBIT – SPACE BATTLE

R2-D2 and C-3PO are now floating in space tethered together. The Inundate continues toward its inevitable collision into two Corellian Corvettes, and the three ships explode pushing the two droids. The Invisible hand and the Lancer Class Frigate are now seen attacking each and Grievous's ship, the Souless One, flies past.

INT. – ALDERAAN ORBIT – SPACE BATTLE – OBI WAN'S JEDI STAR FIGHTER

Obi Wan is fighting off droid vulture fighters. One of the Vulture droids comes close to colliding with this ship, but he banks just in time.

OBI WAN: That was close.

R2-Q2: oo Whoooaa

Then, an incoming message…A hologram of Antillies comes up on his console.

ANTILLIES: We have a pin on Grievous's fighter. He escaped the collision; we're sending you coordinates.

OBI WAN: I've got them. There will be no escape this time.

ANTILLIES: Good Luck!

A determined Obi Wan engages his turbo thrusters and takes off

EXT. – ALDERAAN ORBIT – SPACE BATTLE – OBI WAN'S JEDI STAR FIGHTER

Obi Wan's fighter approaches the Invisible Hand.

EXT. – ALDERAAN ORBIT – SPACE BATTLE

C-3PO and R2-D2 are adrift in space as the battle rages from a distance. Two small rockets eject from R2-D2's arms and he shoots off a few thrusts, propelling both droids toward the Corellian Corvetee Tentive IV. R2 thrusts and C-3PO is in tow. They pass by one of the Binary Load lifters floating in space who notices the two, but is unable to do anything but moves it's limbs. The two then fly up close to the Tentive IV and R2 turns and lands on the ship via his magnetic legs. He then rolls onto an air lock with C-3PO still floating is space. He turns to look at the golden droid, and then turns to the air lock controls, extends his arm and twists. The floor then lowers and the two lower into the ship. After they both have cleared the air lock doors, the door closes and gravity is restored to the room and C-3PO falls to the ground.

C-3PO: (hysterical) R2-D2…If I knew you were going to blast us into outer space, I would have chosen to stay with those battle droids, at least they would have the decency of a…

The door to the air lock opens, and Captain Typho is seen, he touches a button on the wall

TYPHO: We got them!

R2-D2: (happily) chirp beeeeep!

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – PALPATINE'S OFFICE – NIGHT.

PALPATINE: It is done, your revenge has been fulfilled. How does it make you feel?

ANAKIN: Powerful.

PALPATINE: As it should. Your journey to the dark side is nearly complete.

Anakin turns to Palpatine, aware that the chancellor he is a Sith now.

ANKAIN: It's you…it's been you the entire time. You've manipulated the Jedi to your own amusement; We have been your pawns since the beginning.

PALPATINE: Now Anakin, you have had your revenge…now I shall have mine.

Palpatine turns and walks

PALPATINE: I have something for you.

The two walk over to a secret panel in the wall. Palpatine waves his had over the panel and it moves to reveal a light saber.

ANAKIN: A light saber?

PALPATINE: The saber of my master, Darth Tyranus.

Palpatine calls upon the force and lifts the saber up and to Anakin. Anakin grasps the light saber and then ignites it. It glows red.

PALPATINE: Your father was powerful, too powerful for the Jedi. So he chose to leave their suppression and follow a different path. He was my apprentice and would be still if it weren't for you.

ANAKIN: What do you mean?

PALPATINE: To protect you of course, from the Jedi who sought to take you away.

ANAKIN: The Jedi lied to me.

PALPATINE: Yes they have…they have lied about your heritage, and have bent the truth about your power.

Anakin swings the red light saber through the air and feels it's power.

ANAKIN: You have lied to me.

Anakin turns the blade to Palpatine.

PALPATINE: Your father's energy flows through you Anakin. Yes…haha. I can feel your anger growing. It gives you focus…makes you stronger. Strike me down and your journey to the dark side will be complete.

Hate fills Anakin's eyes and after a pause he attacks Palpatine with the light saber. Palpatine then calls upon the dark side of the force and catches the light saber in his hand. It bites and cracks as dark electricity shoots off of Palpatine's hand.

PALPATINE: Or join me, and become one of the most powerful beings in the Galaxy.

Anakin is shocked and backs the blade out, he stands stunned. Palpatine then reaches up and suddenly dark lightning flies from his hands attacking Anakin who flies back and lands on the ground.

PALPATINE: Hahaha, you have much to learn. You can not defeat me…with the dark side, I have reaped unlimited power. Enough to elude the entire Jedi order and take back what belongs to the Sith…complete and unequivocal dominance of the Galaxy!

Anakin looks to Palpatine.

EXT. – ALDERAAN ORBIT – SPACE BATTLE – OBI WAN'S JEDI STAR FIGHTER

Obi Wan flies his star fighter closer to the Invisible Hand. The Invisible Hand is taking a beating from the Corellian Corvettes, Vulture Fighters are numerous and attacking the Defender Class Light Corvettes, one is destroyed. Obi Wan dodges a few droids and then reaches the starboard side of the Invisible Hand. He now sees Grievous's Fighter "The Souless One" attacking A Light Corvette.

INT. – ALDERAAN ORBIT – SPACE BATTLE – OBI WAN'S JEDI STAR FIGHTER

ANAKIN: There he is Q2.

R2-Q2: Beep Beep.

EXT. – ALDERAAN ORBIT – SPACE BATTLE – OBI WAN'S JEDI STAR FIGHTER

Obi Wan moves to Dogfight with Grievous. He fires on Grievous, and hits him with a minor blow.

INT. – ALDERAAN ORBIT – SPACE BATTLE – SOULESS ONE

Grievous is piloting his ship and is hit. He turns to see who hit him.

GRIEVOUS: Kenobi…

Grievous engages evasive maneuvers.

EXT. – ALDERAAN ORBIT – SPACE BATTLE – OBI WAN'S JEDI STAR FIGHTER

Grievous pilots his ship through the space battle, dodging fighters and twisting. He dives behind the Invisible Hand and Obi Wan come around after him. Grievous does a tight loop and fires on Obi Wan as he passes.

INT. – ALDERAAN ORBIT – SPACE BATTLE – OBI WAN'S JEDI STAR FIGHTER

Obi Wan takes the hit but is ok.

OBI WAN: Tricky.

EXT. – ALDERAAN ORBIT – SPACE BATTLE – OBI WAN'S JEDI STAR FIGHTER

The two fly past each other and turn around a Corvette. Obi Wan flies back toward the Souless One and blasts a Vulture droid in his way. He then returns to Grievous's tail and hits him again. Grievous's Ship spins out of control momentarily.

INT. – ALDERAAN ORBIT – SPACE BATTLE – THE SOULESS ONE

Grievous's Ship spins out of control and then he regains control. He look toward the battle and suddenly there is a huge explosion from the Invisible Hand. He then see's Obi Wan approaching, and looks at his controls. He his a few buttons and sees a lock on the jedi starfighter.

GRIEVOUS: Now I have you.

Grievous shoots

EXT. – ALDERAAN ORBIT – SPACE BATTLE – SOULESS ONE

Grievous shoots a large heat seeking aerial torpedo toward Obi Wan.

INT. – ALDERAAN ORBIT – SPACE BATTLE – OBI WAN'S JEDI STAR FIGHTER

Obi Wan is at the controls.

OBI WAN: He has a lock on us.

R2-Q2: beep beeeeeeeep

EXT. – ALDERAAN ORBIT – SPACE BATTLE – OBI WAN'S JEDI STAR FIGHTER

Obi-Wan banks then tries to avoid the torpedo. His ship flips, rolls, and turns at incredible speed, dodging, weaving and firing. The missile keeps on getting closer to Obi Wan's ship. The Souless One then bombards the Jedi Starfighter with laser fire. Obi Wan is hit, causing a small explosion but he is ok as the torpedo closely follows Obi Wan's ship.

INT. – ALDERAAN ORBIT – SPACE BATTLE – OBI WAN'S JEDI STAR FIGHTER

Obi Wan's skill is pushed to the limit as he throws the ship from side to side, avoiding fighters and the torpedo.

EXT. – ALDERAAN ORBIT – SPACE BATTLE – OBI WAN'S JEDI STAR FIGHTER

The torpedo is now dangerously close to Obi Wan's ship. There seems to be no way he can avoid it.

INT. – ALDERAAN ORBIT – SPACE BATTLE – OBI WAN'S JEDI STAR FIGHTER

OBI-WAN: RQ, prepare to jettison the spare parts canisters. Release them now!

INT. – ALDERAAN ORBIT – SPACE BATTLE – SOULESS ONE

In Grievous Cockpit, he sees a huge explosion as Obi-Wan's ship appears to be destroyed by the torpedo.

GRIEVOUS: HAHAHAHA!

EXT. – ALDERAAN ORBIT – SPACE BATTLE – EXPOSION

Out of the explosion flies the Jedi Star Fighter that heads right for the Souless One.

INT. – ALDERAAN ORBIT – SPACE BATTLE – SOULESS ONE

GRIEVOUS: Why won't you die!?

Grievous then observes another explosion outside. The Invisible Hand is now crumbling under the Alderaanian attack.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – PALPATINE'S OFFICE – NIGHT.

PALPATINE: Let me teach you the ways of the Dark Side. You have felt it's power, and now you crave it. The Jedi keep it from you, as to control you. Free yourself and together we shall rule the galaxy.

Anakin is silent.

PALPATINE: We must move quickly, Anakin. Even now the Republic begins to collapse before us.

Palpatine looks over to the holotable in the center of the room and activates it with the force. Anakin stands up.

PALPATINE: I just received this communication taken by a spy on Alderaan.

Palpatine plays a hologram of the conversation between Padme and Grievous on Alderaan. All the members of the Loyalist party and Obi Wan are seen with Grievous. Anakin turns his head to watch.

HOLOGRAM OF PADME: The Loyalist party will defect from the Republic to form an Alliance.

HOLOGRAM OF KING ORGANA: Will the Confederates join us?

ANAKIN: No. (shocked and under his breath)

PALPATINE: I'm afraid so Anakin. It appears that not only have the Loyalists betrayed the Republic, but so have the Jedi…

Anakin turns to Palpatine

PALPATINE: It is time that we end this war. I know where the Separatists are…We must strike now. Join me... fulfill your destiny…

Anakin, drops his head and then to one knee.

ANAKIN: I will do whatever you ask.

PALPATINE: As I have foreseen.

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

PALPATINE: Good, Good. The force is strong with you. And a powerful Sith you will become.

ANAKIN: I wish to be known by my father's name.

PALPATINE: Then Rise, Darth Vader. I must send you on your final mission of the Clone War.

Anakin stands and Palpatine brings up another hologram.

PALPATINE: The Confederate Head of Council have convened here, at the mining colony on the planet Mustafar. Go there and ask for their total surrender to the Republic.

VADER: And if they refuse?

PALPATINE: Do what must be done.

VADER: Yes, my master.

PALPATINE: Once more, the Sith will rule the galaxy, and we shall have peace.

EXT. – ALDERAAN ORBIT – SPACE BATTLE – INVISIBLE HAND

The shields have failed on the Invisible Hand and the ship is being destroyed by the Corellian Corvettes.

INT. – ALDERAAN ORBIT – SPACE BATTLE – SOULESS ONE

Grievous avoids debris and takes another hit from Obi Wan.

GRIEVOUS: Enough of this! Goodbye Kenobi…It has been…entertaining. Sorry you won't be able to follow me through this…or survive.

Grievous then reaches down at a leaver and pulls it.

EXT. – ALDERAAN ORBIT – SPACE BATTLE – SOULESS ONE

Grievous pilots his ship through the battle and from the tail of his ship a bomb drops and heads towards Obi Wan.

INT. – ALDERAAN ORBIT – SPACE BATTLE – OBI WAN'S JEDI STAR FIGHTER

As the bomb approaches Obi-Wan's Starfighter, R2-Q2 notices something.

R2-Q2: Beep Beep

OBI-WAN: Seismic charges?! He is insane!

Obi Wan hits the communicator.

OBI WAN: Alderaanian Fleet…Retreat, Sonic Charges have been deployed.

EXT. – ALDERAAN ORBIT – SPACE BATTLE

Grievous goes into a power-climb to avoid the Lancer Class Frigate. Obi Wan pulls off as the sonic charge explodes. The explosion is seen first then a terrible sound is heard as the charge rips through all the ships in the area including the Invisible Hand and the Lancer Class Frigate. Grievous stays ahead of the charge and Obi Wan barely makes it out, blasting vulture droids that are in his way. Debris from the ship flies everywhere.

INT. – ALDERAAN ORBIT – SPACE BATTLE – TENTIVE IV – BRIDGE

Captain Raymus Antillies stands at the bridge as the explosion comes near. R2-D2 and C-3PO are off to the side hooked up to the ships computer system with Captain Typho. Antilles moves quickly to the ships communications.

ANTILLIES: Brace for impact!

The charge then violently shakes the ship.

C-3PO: We're doomed!

Their distance saves the ship from being destroyed. After it passes Antillies returns to communications.

ANTILLIES: Damage report?!

EXT. – ALDERAAN ORBIT – SPACE BATTLE

The Charge has dissipated leaving a wake of destruction for Obi Wan to dodge. Parts of ships are hurling through space.

INT. – ALDERAAN ORBIT – SPACE BATTLE – OBI WAN'S JEDI STAR FIGHTER

Obi Wan catches a glimpse of The Souless One in the distance. It jumps to hyperspace.

OBI WAN: Not again! RQ, track that ship!

R2-Q2: Beep Beeeep

EXT. – ALDERAAN ORBIT – SPACE BATTLE

Camera pulls back to witness the destruction. The space battle is over.

INT. – ALDERAAN ORBIT – SPACE BATTLE – TENTIVE IV – BRIDGE

Raymus Antillies walks up to Captain TYPHO, a few engineers, and R2-D2 and C-3PO.

ANTILLIES: I hope the droids faired better than we did.

TYPHO: (looks encouraged and stunned) They did it. This R2 unit downloaded the entire Confederate Fleet Manifesto. We now have the tracking sequence to every ship and weapon in the confederate stockpile!

ANTILLIES: We need to get this information to the Army of the Republic immediately.

The communications officer walks up to Antillies.

COM OFFICER: Sir, you have an incoming message from Obi Wan.

ANTILLIES: Put it through.

The two walk to the center of the bridge. A hologram of Obi Wan comes up. He is in his cockpit.

OBI WAN: I'm afraid I've lost Grievous, I was unable to lock onto his ship when he went to lightspeed.

ANTILLIES: I think this is our lucky day. We have Grievous's tracking sequence, and we're sending it to you now.

OBI WAN: How did we obtain that information? (shocked)

ANTILLIES: We have two very resourceful droids to thank.

Obi Wan looks down and receives the information, and hits a few buttons.

OBI WAN: Looks like he is heading for the other side of the galaxy…? I'm going after him and calling in reinforcements. Get this information to central command immediately while we have them on the run.

ANTILLIES: It will be done Master Jedi, May the force be with you.

OBI WAN: And You.

INT. – ALDERAAN ORBIT – SPACE BATTLE DEBRIS – OBI WAN'S JEDI STAR FIGHTER

Obi Wan then Punches in the coordinates into the computer.

OBI WAN: Looks like were going to the Mustafar system.

R2-Q2: Bee Beeeep

EXT. – ALDERAAN ORBIT – SPACE BATTLE DEBRIS– OBI WAN'S JEDI STAR FIGHTER

Obi Wan's fighter takes off into deep space.

EXT. ALDERAAN – CASTLE ORGANA – MEDICAL ROOM – DAY

King Organa is laying on a surgical table and a Medic slowly pulls a sheet over his body, pronouncing him dead. Mon Mothma, Bail Organa, and Padme stand in the room. The camera pans to the sorrowful face of Padme, and she is seen clutching the japor snippet necklace that Anakin gave to her. All are silent.

EXT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – LANDING PAD - NIGHT.

Darth Vader stands on the Landing Pad with the wind blowing in his face. The Sith Infiltrator Scimitar is in the backdrop. The scarf that Padme gave him blows in the wind around his neck. He then reaches up and removes his scarf. For a moment he looks at it and holds it out as it blows in the wind. He then lets go of the scarf as it flies off, turns and enters the Sith Infiltrator. The ship then takes off into the horizon.

INT. – CORUSCANT – EXECUTIVE QUARTERS BUILIDNG – PALPATINE'S OFFICE – NIGHT.

Palpatine/Darth Sidious stand in his office, peering out at the night sky. He then walks to the communications table and hits a few buttons. An image of Count Dooku then appears.

DOOKU: What is thy bidding master?

SIDIOUS: The time has come. Execute order Sixty-Six.

INT. – CONCORDIA – REPUBLIC CITY – CLONING FACILITY – MAIN OPERATIONS COMMAND ROOM - DAY

DOOKU: It will be done, My Lord.

Palpatine's image dissipates and in the command room stands Count Dooku and Jango Fett. Dooku turns to Jango Fett who stands in full Mandalorian Armor (Jet back included) with his helmet taken off.

DOOKU: You know your orders.

JANGO: Yea, I've always wanted to kill a Jedi.

Dooku presses a few buttons on a panel. The numbers 66 appear on a screen, Dooku hits a few more buttons, looks to Jango Fett and then hits a final button.

DOOKU: It is done.

Then moves to communications.

DOOKU: Master Plo Koon, you are needed in the command room.

Jango Fett puts on his Helmet and removes his blasters. Count Dooku goes to the other side of the room and moves to a small escape door.

DOOKU: Do not fail me.

Dooku enters the small escape door and it shuts behind him. Jengo Fett aims at the entrance door. Then the door opens to reveal Plo Koon. Jengo Fires at the Jedi but Plo Koon ignites his light saber just in time to deflect the blasts. The two engage in a dual.

Jango continues to fire at Koon who successfully deflects and moves toward Jango. Koon takes a swing at Jango who quickly rockets up and over Koon. Jango fires down on Koon and lands across the room. Koon deflects the shots back, and hits Jango hand, he drops one of his blasters. Koon then uses the force to summon his other blaster out of Jango's hand to his own. Then Jango fires an explosive from his back sending Koon diving out of the way. The explosion throws Koon to the ground, his lightsaber and blaster skids across the ground. Jango rockets up again and lands in front of Koon. Koon rises and charges toward Jango. The two grapple and fight, punching, kicking, grabbing hold, and throwing each other around. Koon grabs Jango tightly, and Jango rockets up into the air and kicks Koon loose. Koon crashes on the floor and sees his light saber. Koon uses the force to bring it to him, but Jango fires a thin wire from his wristpack. It wraps around Koon's wrists before he can retrieve the lightsaber. Jango then rockets into the air, dragging Koon behind him along the ground. Koon then slides toward the command terminal and he manages to maneuver himself around one of the legs of the desk. Koon pulls with all his weight against the momentum of the wire connected to Jango, causing Jango to drop and crash into the ground. Jango's rocketpack breaks free from his back and explodes. Koon then calls his lightsaber to his bound hands, stands and walks over to the stunned Jango, igniting the lightsaber. Jango rolls, releases blades the spring out of his gauntlets and tries to roundhouse kick Koon who jumps over his attack and then Koon twists and slices with his light saber, decapitating Jango. His head rolls across the ground and Koon stands with his arms bound. Then the front door of the room opens and a squad of stormtroopers enter the room.

PLO KOON: He attacked me.

Plo Koon then senses betrayal and turns to the stormtroopers who are all aiming their blasters at him. Then Commander Rex walks to the front of the squad.

PLO KOON: What is the meaning behind this Rex?

REX: I'm sorry, we have our orders.

Rex then fires on Plo Koon who deflects with his light saber, and then the entire squad fires on Koon. He can't stop all the blasts and is shot down. His body then disappears leaving his clothing behind.

EXT. – FELUCIA – FORREST – DAY

A row of clone walkers march across the forest floor. The strange calls of the alien forest creatures of Felucia suddenly stop. The Jedi Aayla Secura and her clone troops brace for an ambush.

AAYLA: Steady. . . . steady . . .

They all look around for signs of the enemy. Clone Commander Bly moves up behind the Jedi.

AAYLA: (continuing) Bly, do you think they're Droids?

BLY: No.

Aayla then moves ahead of the commander Bly blasts Aayla in the back. The other stormtroopers fire on her as she hits the ground dead.

EXT. CATO NEIMOIDIA – BATTLE – JEDI STARFIGHTER – DAY

The planet of Neimoidia is under attack by the Republic forces. Saesee Tiin's jedi starfighter flies through the battle attacking Vulture droids.

INT. CATO NEIMOIDIA – BATTLE – JEDI STARFIGHTER – DAY

Saesee Tiin's ship heads toward a battle on a landing platform.

TIIN: There they are. Land on the nearest platform.

EXT. CATO NEIMOIDIA – BATTLE – DAY

Four clone pilots who are beind Saesee Tiin drop back and blast him out of the sky.

EXT. SALEUCAMI – FOREST - DUSK

Three speeder bikes race through a forest. A Jedi, Stass Allie is in the lead. The two clone biker scouts following her drop back and blast her, causing her to crash in an explosion against a rock face.

INT – CORUSCANT – CLONE GARRISON AA – MASTER YODA'S QUARTERS - EVENING

A close up of Yoda meditating, and suddenly his eyes open. He is startled by something. He grips his chest and breaths heavily, fighting back tears. His two hands fall to the ground. He then begins to mediate again, communicating through the force.

YODA: Jedi hear me, betrayed we have been. In grave danger you are, escape!

INT. SPACE – CORUSCANT ORBIT – STAR SAVIOR JUSTIFIER BRIDGE

Kit Fisto stands at the bridge of the Star Savior Justifier. Things seem normal on the bridge. He hears Yoda reaching through the force.

INT – CORUSCANT – CLONE GARRISON AA – MASTER YODA'S QUARTERS - EVENING

There is a tone at the door of Yoda's Quarters. Yoda calls out.

YODA: Who would visit me at such a time?

YULAREN: (From beyond the door) It's Yularen, Sir.

YODA: Why are you hear?

YULAREN: There have been some developments that need your attention. Alderaan has somehow obtained the Confederate Fleet Manifesto. We are about to launch an attack.

YODA: Come.

The door opens and Wullf Yularen is standing there, he appears to be alone. Yoda and Yularen stare nervously at each other for a moment, Yoda raises his hand.

YODA: To tactical command, you will take me.

YULAREN: Right away.

INT. SPACE – CORUSCANT ORBIT – STAR SAVIOR JUSTIFIER BRIDGE

Kit Fisto looks around the bridge. The Clone officers are at their terminals, and slowly they begin to look at him. He starts to walk toward the back of the bridge to the turbo lift. Kit pulls off his light saber and ignites it, gaining the attention of the entire bridge. Suddenly the turbo lift door opens with five stormtroopers inside, they begin to fire out of the turbo lift. Kit begins to deflect their fire, deflecting every shot back into the lift until all five troopers have been hit and fallen to the floor. Officers on the bridge begin to fire at Kit from behind, he turns to deflect and then makes it into the turbo lift.

DECK OFFICER: You'll never escape this ship alive!

Kit then throws his light saber through the air, and using the force he pushes it down the center of the bridge, spinning. Officers duck out of the way. Then Kit does a final push with his hand pushing the light saber through the center of the observation window, shattering the glass and sucking everyone and everything not tied down off into space. Kit hits the turbo lift controls, the door shuts and he is safe inside.

INT – CORUSCANT – CLONE GARRISON AA – TACTICAL COMMAND ROOM - EVENING

Yoda enters the Tactical room with Yularen and meets Admiral Tarkin there.

YODA: What news do you have for me.

TARKIN: The Alderaan Navy was able to obtain the Confederate Fleet Manifesto. We now know where every Confederate Ship in the Galaxy is. Let me show you on the display.

Tarkin brings up the map. Very few dots on the map show up.

YODA: Incorrect the information must be. Too few ships are on the display for the Confederates to pose any real threat.

TARKIN: And I have already dispatched Star Destroyers to obliterate the remaining Confederate fleets before they have a chance to regroup. It sees that this is the turning of the tides. Within days, the war will be over, and we will no longer need the Jedi.

YODA: The Galaxy will need the Jedi, always. As keepers of peace.

TARKIN: I'm afraid the Republic Army is now the keeper of peace in the galaxy, not your dying religion. I'm terribly sorry master Yoda, it has been a pleasure serving under you, but now I'm afraid I have my orders.

Tarkin then pulls out a blaster and aims it at Yoda. The doors to the room open and stormtroopers flood the room surrounding Yoda. Before they can attack, Yoda absorbs all the light in the room, then creates a type of light explosion, pushing everyone back in the room, and knocking them out. He takes a deep breath as he rests for a moment. Then Yoda moves to the communication controls to send a message.

YODA: To all Jedi. The chancellor is the Phantom Menace, he is the Sith and control of the Republic Army, he has. Stop him I must. Save yourself, do not return to Coruscant.

Yoda finishes the message, and hits a few buttons to send it off. Then he walks out of the door where he sees four Chancellor Guards. They see Yoda and attack.

CHANCELLOR GUARD: Freeze!

One of the Guardsmen fires on Yoda. Yoda extends his hand and absorbs the fire, calls on the force and removes all the guards weapons and breaks them in mid air. Drops the blasters and extend his hand to the guards.

YODA: Take me to the Chancellor you will!

EXT. SPACE - MUSTAFAR

The planet Mustafar is a mining volcanic planet, dark with bright orange veins of lava crisscrossing across the surface. The Sith Infiltrator flies into orbit.

INT. MUSTAFAR – KLEGGER CORP MINING FACILITY – CONFERENCE ROOM - NIGHT

Sitting around a large table are the Confederates Heads of State including: Aruteous "Rute" Gunnay (Neimoidian), Poggle the Lesser (Geonosian), Wat Tambor (Techno Union), Tikkes (Quarren), and a several others. General Grievous stands at the head of the table. Commando droids line the room.

GRIEVOUS: What do you mean there was no fleet ordered for the Confederacy. Darth Maul assured me that 80 dreadnaughts were near completion in this sector!

WAT TAMBOR: I'm sorry general, but no order was made.

RUTE GUNNAY: It is time that the Sith unveil to us their plan for victory! How are we to defeat the Republic without a fleet? No more hidden agendas!

A B1 battle droid walks up to the General.

BATTLE DROID: Sir, the Scimitar has entered orbit.

GRIEVOUS: Good, (coughs) lets see what Maul has for us.

TIKKES: (translated) I am not satisfied with the Master's servant. We wan't answers from Lord Sideous himself!

RUTE GUNNAY: Where is our fleet!

The Council goes into an uproar as they start quarreling between themselves. Then the door to the room opens and Darth Vader, in his long black robes and hood enters the room. Grievous notices Anakin, and ignites three of his light sabers.

GRIEVOUS: Fools! He is no Sith! (coughs) It is Skywalker, attack!

The Council is stunned. Commando droids begin to fire on Skywalker. The council all panic and hide under the large table. Vader ignites his red light saber (Darth Tyranus's) and begins to deflect fire with ease. Ricocheting laser fire back at the droids and slicing through several. Grievous leaps onto the table and begins to rotate two of his light sabers, moving closer to Vader who stands firm.

GRIEVOUS: You should not have come here boy. I am the most powerful foe of the galaxy. You will not only die…You will suffer!

Anakin then reaches through the force and grabs Grievous by the neck and lifts him off the ground and suspending him in mid air. Grievous starts waving his light sabers frantically. Vader continues to squeeze, and Grievous coughs and drops two of his light sabers. He then grabs a blaster from his belt and fires at Vader. Vader deflect the blast and raises him higher. Grievous grabs at his neck to try to pry away the force, but to no avail. Soon Grievous is lifeless. Vader then drops his body on the conference table and walks up to him, running him through with his light saber just to make sure he is dead. He stands above Grievous's body. Heads of state are under the table or against the walls horrified.

VADER: Confederate Heads of State, I ask for your unconditional and immediate surrender to the Galactic Republic.

The Heads of State remain cowering as Vader holds his red light saber.

INT. SPACE – CORUSCANT ORBIT – STAR SAVIOR JUSTIFIER – OPERATIONS ROOM

Kit Fisto is in a dark operations room, and he goes to the communications. He pulls up the message from Yoda.

YODA HOLOGRAM RECORDING: Save yourself, do not return to Coruscant.

Kit turns off the Hologram, then goes over to another control area and pulls down several levers. Power levels drop. He walks across the small room, passing a few knocked out clone troopers, to a window that looks out over the docking bay were several ships are docked including several Nu-class attack shuttles.

EXT. SPACE - MUSTAFAR – OBI WAN'S STARFIGHTER

Obi Wan's ship enters Mustafar orbit.

INT. MUSTAFAR – ROCKY PLATEAU – OBI WAN'S STARFIGHTER - NIGHT

Obi Wan brings his ship down for a landing on a small Plateau close to the Klegger Mining Facility. The cockpit opens.

OBI WAN: Stay with the ship Q2.

R2-Q2: Beep Beep.

Q2 swivels and looks at Obi Wan as he walks away. Obi Wan makes it down the hill to the Klegger Landing platform.

EXT. MUSTAFAR – KLEGGER LANDING PLATFORM – NIGHT

Obi Wan spots The Souless One and the Scimitar along with numerous other ships. He walks up to the Klegger Mining building and makes his way to some second floor windows.

EXT. MUSTAFAR – KLEGGER MINING CONTROL BUILDING – NIGHT

He looks in but sees no one. Then he looks up and sees Darth Vader (who he knows as Anakin still).

OBI WAN: Anakin!? Aren't you supposed to be on Coruscant?

VADER: I thought I sensed my former master.

OBI WAN: What are you doing here?

VADER: The Chancellor sent me on a mission.

OBI WAN: I've been tracking Grievous. I think he is here inside, and by the look of things he has some friends.

VADER: Oh, he is inside alright, I killed him.

OBI WAN: (shocked) You killed General Grievous?

VADER: Yes, and I have the entire Confederate Heads of State drawing up their unconditional surrender. The Clone War is over.

OBI WAN: Anakin, I'm shocked.

VADER: And what is surprising to me is how easy it was. I have grown so powerful, Obi Wan.

OBI WAN: Anakin, your beginning to sound like a Sith.

Vader turns and walks away, his head is down.

VADER: Obi Wan, there has been a turn of events.

OBI WAN: What do you mean?

Vader walks back toward Obi Wan.

VADER: Why do the Jedi restrict their power? Why do they reject the dark side of the force?

OBI WAN: Anakin, WE reject the dark side of the force because it is corrupt, It leads to hate. It leads to suffering.

VADER: The Jedi lead to the same suffering…this war has been raging for my entire adult life. The Jedi way has not stopped the death, the suffering of millions. The Jedi had the power to stop this war in its tracks. They are the most powerful beings in the Galaxy, yet they let their morality cloud their judgment. How many must die before the Jedi awake to realize that they are the ones who tore this galaxy apart by failing to act! Well I'm sorry master…I chose to act. I had the power to stop this war, and I have done so. Now there will finally be peace.

OBI WAN: Anakin! Have you chosen to follow the dark side? This is not the way!

VADER: If only you knew the power of the dark side.

OBI WAN: Anakin!

VADER: There is no more Anakin he was weak, now there is only Darth Vader.

OBI WAN: No, you have allowed the dark side to twist your mind until you have become the very thing you swore to destroy.

ANAKIN: Don't lecture me, Obi Wan. I see through the lies of the Jedi. I do not fear the dark side as you do. I have brought peace, justice, freedom, and security to the Galaxy. You should be thanking me for doing what you could not.

OBI WAN: You're willing to give everything up? The Jedi? Your family?

ANAKIN: I have no family.

OBI WAN: What about Padme? What will you tell her?

VADER: She is a trader to the Republic, her and her Loyalist friends. They will be dealt with soon enough.

OBI WAN: Anakin, she is pregnant. She is pregnant with your child.

Vader looks shocked, he turns and walks away for a moment. He pulls out his original light saber. He turns and throws it at Obi Wan. Obi Wan catches it.

VADER: When the time is right give that to my son, it is my life remember?[80] Now leave Obi Wan. I need you to protect Padme and take care of her... Both of you are not safe. Hide.

OBI WAN: You know I can't leave Anakin. My allegiance is to the Jedi, not the Sith.

VADER: Don't be foolish Obi Wan, GO! Leave now and I can protect you both!

OBI WAN: Protect us from what, your anger and your lust for power?

VADER: If you are not with me, then you are my enemy…Don't make me destroy you.

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

Obi Wan puts Anakin's light saber on his belt and the pulls out his own. He ignites it.

VADER: You will try.

OBI WAN: Watch your tongue my apprentice. Remember who your master is.

VADER: You don't understand my potential…you never did.

Vader Ignites the red light saber of Darth Tyranus. Vader lashes out at Obi Wan and they begin a ferocious sword fight. Anakin throws containers at Obi Wan using the force. They work their way off the second level of the mining facility and into the main entry hallway. Vader kicks Obi Wan, and Obi Wan drops to an even lower level.

INT. CORUSCANT – SENATE ARENA – CHANCELLOR'S HOLDING OFFICE – DUSK

Yoda stands behind the four Chancellor Guards and enters Palpatine's office who is behind his desk. Palpatine sits with his back to the door and there are two Red Guards across the room. The Four Chancellor Guards let Yoda into the room. Yoda speaks to the Chancellor's Guards.

YODA: That will be all

The Chancellor Guards leave. And Palpatine makes a motion to the Red Guards. They start to move on Yoda, but he uses the force to throw the two Red Guards against the wall, knocking them unconscious. Palpatine turns his chair toward Yoda.

YODA: I sence a new apprentice, you have Chancellor, or should I call you Darth Sidious?

PALPATINE: Master Yoda, you survived.

YODA: Surprised?

PALPATINE: Your arrogance blinds you.

YODA: It may have, but see clearly now, I do.

PALPATINE: Ah, but all too late. This entire war has transpired exactly as I have foreseen. You can not stop my destiny.

YODA: In the name of the Galactic Senate of the Republic, Arrested you are, Chancellor.

PALPATINE: Are you threatening me?

YODA: Decide your fate, the senate will.

PALPATINE: I am the Senate!

YODA: Not yet.

PALPATINE: It's treason then…you must know I can not stand for that.

Yoda takes off his robe, and stands defensively.

YODA: Quietly, this matter will end not.

Palpatine stands

PALPATINE: Oh, after we have resolved our disagreement, the sound of the Jedi will be a quite and pathetic one, since you are most probably, the last Jedi alive.

YODA: More Jedi there are, win this you will not. Your own design will be your undoing.

PALPATINE: HaHaHa, then let us see…You will now experience the full power of the dark side. May the force be with you, as you die!

Palpatine raises his arms, and lighting bolts shoot out, surrounding Yoda. Yoda is picked up and thrown across the room, hitting the wall and sliding down in a heap. Palpatine chuckles.

INT. SPACE – CORUSCANT ORBIT – STAR SAVIOR JUSTIFIER – HALLWAY

Kit Fisto quietly runs down a hallway, he turns a corner and is spotted by a stormtrooper.

STORMTROOPER: There he is!

A squad of Stormtroopers then turn and start firing down the hallway. Kit then force pushes the entire squad and they all fall back. He then darts past them at a breakneck speed and enters the Docking Bay. Using the force he flips a switch, closing the door behind him. Two other Stormtroopers are in his vicinity and he force pushes them over as well. He make a run down the large Docking Bay to several Nu-class attack shuttles. Stormtroopers are now seen in the distance starting to run to his position. He successfully makes it to the shuttles before the Stormtroopers make it and closes the ramp that ascends into the nose of the ship. Stormtroopers begin to blast at the ship.

INT. SPACE – CORUSCANT ORBIT – STAR SAVIOR JUSTIFIER – DOCKING BAY. – NU-CLASS ATTACK SHUTTLE – COCKPIT

Kit Quickly makes it to the cockpit and then to the weapon controls. He guns down a squad of stormtroopers, but others troopers are now converging on his location with larger weapons. He initiates the take off sequence, and moves the shuttle to the bay window.

INT. SPACE – CORUSCANT ORBIT –STAR SAVIOR JUSTIFIER – DOCKING BAY

Pilots are now seen scrambling to their Interceptor Fighters. Kit flies through the docking bay force field.

INT. SPACE – CORUSCANT ORBIT –NU-CLASS ATTACK SHUTTLE – COCKPIT

Kit then turns the ship back toward the docking bay and fires.

EXT. SPACE – CORUSCANT ORBIT –NU-CLASS ATTACK SHUTTLE – COCKPIT

A set of missiles are shot from the Attack Shuttle, into the docking bay, destroying it and sucking debris out into space. He then quickly banks his ship, and heads down to Coruscant. Two Large Star Destroyers are seen in the distance converging on his location.

INT. MUSTAFAR – KLEGGER MINING CONTROL BUILDING – NIGHT

Darth Vader and Obi Wan move their fight toward the main control center. As the laser swords fly, bits of the hallway are cut up. Obi Wan force pushes Vader, who resists the force energy and counters with a downward slice of the light saber. Obi Wan blocks and then kicks Vader who stumbles. Vader then rips off pieces of the wall and throws them at Obi Wan with the force. Obi Wan slashes through them and continues his onslaught.

INT. CORUSCANT – SENATE ARENA – CHANCELLOR'S HOLDING OFFICE – DUSK

Palpatine approaches the stunned Yoda.

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

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

Yoda uses the force to throw Palpatine back, knocking him clear over the desk but he lands on his feet and stays poised.

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

Palpatine then flies through the air, and attacks Yoda with force lightning. Yoda then catches the lighting in his hand and sends it back to Palpatine who is thrown back. Palpatine then throws the desk using the force at Yoda. Yoda jumps back, missing the desk and uses his force light attack to try to knock out Palpatine. Palpatine is knocked to the floor. But then he calls upon the force to click a switch on the wall that raises the Holding Office to the Senate Chamber Rotunda. The room slowly rises. Yoda calls on the force and raises Palpatine off the ground and throws him, but Palpatine counters by levitating across the room.

INT. CORUSCANT – SENATE ARENA – MAIN SENATE ROTUNDA – DUSK

Palpatine flies up into the room and uses his force lighting on Yoda. Yoda makes a giant leap to avoid it.

EXT. CORUSCANT – CITY SCAPE – NU-CLASS ATTACK SHUTTLE - DUSK

Kit's Shuttle is now under attack and being chased by Infiltrator Fighters. He flies around buildings in attempt to lose them, and drops air mines that destroy a few of the fighters that go crashing into tall buildings.

INT. MUSTAFAR – KLEGGER MINING CONTROL BUILDING – NIGHT

View screens explode around Vader and Obi-Wan as they work their way into a control room. The fighting is intense. Obi Wan is on the offensive and the Vader jumps on the view screen in the center of the room.

VADER: Don't make me destroy you, Master. You're no match for the Dark Side.

OBI WAN: I've heard that before, Anakin…but I never thought I'd hear it from you.

VADER: There is no more Anakin! I killed him! There is only Vader![81]

Vader forces Obi Wan back into a hallway where the quarters are much smaller. Sparks fly everywhere. Obi Wan does a slide attack, knocking Anakin over. Anakin flips back up and blocks an attack from Obi Wan. They both attempt a force push and are both thrown backwards onto control panels. They regain their footing and the battle continues. Vader opens a door to the exterior and they continue battling out on a balcony.

INT. CORUSCANT – SENATE ARENA – MAIN SENATE ROTUNDA – DUSK

Yoda unleashes a ferocious force assault on Palpatine. He force pushes him up and into the side of the rotunda, next to numerous senate pods. Palpatine gets to his feet and then blasts Force Lighting again that surrounds Yoda. Yoda uses the force and deflect the energy back to the Sith Lord. The energy bolts begin to arc back on Palpatine, creating a prolonged battle for dominance. Palpatine continues to press down on Yoda with his force energy and the result is a great explosion, pushing the two back. Yoda then jumps to a lower Senate Pod. Palpatine reaches out with one hand and another Senate pod is released from its mooring and is flung toward Yoda. Yoda uses gravity defying moves to avoid the pod, but Palpatine calls on the force and continues to hurl pod after pod at Yoda, who ducks and jumps from one flying pod to another. One Pod looks as if it is going to hit Yoda, but Yoda calls on the force and suspends it in mid air. Yoda stars to spin the pod and then Yoda throws it back at Palpatine who then levitates out of the way. The Pods cause great destruction in the Senate Rotunda.

Yoda then takes a giant leap toward Palpatine. Balls of light are seen in Yoda's hands and he makes an great offensive move, but Palpatine quickly turns and aims the full force of his energy bolts at the tiny green Jedi, catching him in mid-air. Yoda is then suspended in the center of the rotunda as Palpatine suspends him and attacks him with force lighting. Palpatine is unmerciful and the lighting is prolonged until life seems to leave Yoda. Palpatine stops and Yoda falls several hundred feet to the base of the Podium, knocked out. Palpatine levitates to the center of the room.

PALPATINE: Now you will Die!

Palpatine then sends a final blast of lightning down to Yoda, and he takes one last attack. But then suddenly there is the sound of blaster fire approaching, and within seconds Bothan Grenadiers with Bothan General Traest Kre'fey are seen breaking their way into the room with Ki-Adi-Mundi leading them, light saber blazing. Palpatine's attention is drawn.

KI-ADI-MUNDI: Shoot Down the Chancellor! He is the Sith!

Bothan Grenadiers flood the room and begin to fire on Palpatine, who absorbs many of the blasts with his hands. Yoda lays still on the ground, lifeless. Stormtroopers now enter the room and start blasting at the Bothan Grenadiers who fire back.

EXT. CORUSCANT – SENATE ARENA – NU-CLASS ATTACK SHUTTLE – NIGHT

Kit now flies the Shuttle closer to the Senate Arena. He does some fancy maneuvering, turns around a building and then fires on several Infiltrator Fighters, destroying them. A Star Destroyer is seen descending in the distance. Kit pulls the attack shuttle up to the rotunda and uses the force to concentrate. He then fires at the Senate Arena building, creating a great explosion. A giant hole is now in the side of the building exposing the battle within.

INT. CORUSCANT – SENATE ARENA – MAIN SENATE ROTUNDA – NIGHT

The explosion knocks many of the soldiers down and Palpatine is flung across the room onto an adjacent Pod. Ki-Adi-Mundi sees the Shuttle hovering outside the window, and then looks down to Palpatine who is dazed. Ki-Adi-Mundi then aims for Palpatine and takes a running jump with his light saber above his head.

KI-ADI-MUNDI: AAAAAA!

Ki-Adi-Mundi is about to strike when Palpatine reaches out with his hand and catches Ki-Adi-Mundi's light saber. Ki-Adi-Mundi is shocked, and lighting flairs up from Palpatines hands. Lighting is sent down the lightsaber and with Palpatines free hand, he shoot lighting directly into Ki-Adi-Mundi.

PALPATINE: DIE JEDI!

The Bothans and Stormtroops are still attacking each other, and Bothan General Traest Kre'fey is hit and falls. the Bothans are now loosing the battle and becoming outnumbered.

INT. CORUSCANT – SENATE ARENA – NU-CLASS ATTACK SHUTTLE – DUSK

Kit Fisto can see the battle on the inside of the Senate Arena, he then moves the nose of the ship extremely close to the opening and hits a few buttons.

EXT. CORUSCANT – SENATE ARENA – NU-CLASS ATTACK SHUTTLE – DUSK

The ramp on the nose of the Shuttle then lowers and extends. Kit Fisto then is seen running out onto the ramp to survey the battle. He looks over to Palpatine attacking Ki-Adi-Mundi and then down and sees Yoda unconscious. Kit calls upon the force and grabs on to Yoda, elevating him up and out of the large hole. Kit then bring Yoda into his arms. He then looks to Ki-Adi-Mundi who falls next to Palpatine. Palpatine's attention is then to Kit Fisto who is running back on board the Shuttle.

INT. CORUSCANT – SENATE ARENA - DUSK

Stormtroopers are killing off all the Bothan Grenadiers. Palpatine looks up at the Nu-Class Attack Shuttle whose ramp is now back up.

PALPATINE: Do not let them escape!

Stormtroopers start to blast at the Shuttle, but the shields hold and Palpatine calls upon the force and reaches out to the shuttle, grabbing it with the force.

INT. CORUSCANT – NU-CLASS ATTACK SHUTTLE – COCKPIT - DUSK

Kit attempt to back away, but can not due to Palpatine's grasp. Kit panics.

KIT FISTO: Noooo!

He then releases some firepower on the Rotunda, blasting it to bits.

INT. CORUSCANT – SENATE ARENA - DUSK

Stormtroopers are killed but Palpatine hides behind a pod that was flung earlier.

EXT. CORUSCANT – NU-CLASS ATTACK SHUTTLE – DUSK

With Palpatine's grip relinquished, Kit quickly pulls away. The Star Destroyer is now getting closer and Infiltrator Fighters start to pour out of it.

INT. CORUSCANT – NU-CLASS ATTACK SHUTTLE – COCKPIT - DUSK

Kit starts to ascend. Yoda is in the passenger seat, still unconscious. Fighters are now on his tail and he is receiving fire. He pulls back on the controls.

EXT. CORUSCANT – NU-CLASS ATTACK SHUTTLE – DUSK

The ship the climbs straight up as some fighters fly past. Other fighters follow his ascent.

INT. CORUSCANT – NU-CLASS ATTACK SHUTTLE – COCKPIT - DUSK

The Ship is getting hit around and Kit works on the controls.

EXT. CORUSCANT – NU-CLASS ATTACK SHUTTLE – DUSK

As soon as the Shuttle Breaks Orbit, it engages it's Hyperdrive and is shot into lightspeed.

EXT. MUSTAFAR – KLEGGER MINING CONTROL BUILDING – NIGHT

Vader forces Obi-Wan down a narrow balcony outside the Control Room. He rips objects off the wall and throw them at Obi Wan as he pushes him further and further along the walkway. The balcony ends, and Obi Wan is trapped. He looks over the balcony and into a river of lava.

Vader cuts a piece of the balcony railing off, along with a control panel. Alarms sounds, and a protective ray shield around the superstructure disappears. It tumbles into the molten abyss. Disappearing in a puff of smoke. A small pipe connects the control center to the Main Collection Plant. Obi Wan Leaps to this pipe.

EXT. MUSTAFAR – MAIN CONTROL CENTER BALCONY, PIPE ACROSS LAVA RIVER, MAIN COLLECTION PLANT – NIGHT

Vader follows Obi-Wan, and jumps down onto the flexing pipe, lands and resumes fighting. The two work their way across the pipe, fighting ferociously as they go over the river of Lava. They make it across the pipe and reach the Main Collection Plant.

EXT. MUSTAFAR – MAIN COLLECTION PLANT – COLLECTION PANELS – NIGHT

Obi Wan and Anakin battle on the top of the mulitspired collection panels, jumping from one to the other. They reach the end of the collection cluster, but due to the lack of the ray shielding, the iron construction is starting to melt from the lava beneath. Parts of it drops off into the lava and a huge spray of lava covers the attachments that hold up the collectors. The frame begins to melt and it's raining lava. Both Vader and Obi Wan run for cover under the collection cluster. They continue to fight in the lava rain, darting from cover to cover to attack. Support for the entire structure begins to fall away, and the collection cluster falls into the lava river. The Jedi continue their fight, climbing to the highest point on the tower and the rest begins to melt away as it rides the swift current down the river. The tower then starts to topple and falls on the banks of the lava river.

EXT. MUSTAFAR – RIVER BANKS AND EXAUST STATION – NIGHT

The two fall on the rocks, tuck and roll and continue their fight on the river banks. They fight up to an exhaust station where a gas like plasma is shot off into the air from time to time from holes in the ground.

OBI WAN: I have failed you, Anakin. I was never able to control you.

ANAKIN: This is the end for you Master, I wish it were otherwise.

OBI WAN: You are lost. You can not win…I will not allow it!

The two battle on the exhaust platforms as plasma shoots up around them.

ANAKIN: As always, you underestimate my power!

Obi Wan backs up to a higher ground above the exhaust platform, on the rocks. The fighting continues. Then Obi Wan catches his moment and strikes, slicing through Vaders Arm, then his leg. Anakin rolls down and lands on an exhaust hole grates that is about to erupt.

OBI WAN: Anakin!

Anakin struggles to pull himself away with his mechanical hand. Suddenly the plasma erupts and blast out of the hole, ripping though his body, and burning off his cloths, exposing his mechanical parts. Obi Wan then calls on the force and picks up Vaders body and moves it from the hole. Vader is miraculously still conscious, but lays still as his body is singed and steaming

OBI WAN: It was you who would bring balance to the force, not leave it in Darkness!

VADER: (Struggling to breathe, and under his breath) I hate you!

OBI WAN: You were my friend, Anakin…I loved you like a brother!

Vader passes out. Suddenly Commander Cody is seen coming over the rocky hill. Obi Wan sees him.

OBI WAN: Cody, It's good to see you.

But Cody, doesn't respond and takes his blaster and start shooting at Obi Wan. More Stormtroopers then appear coming down the embankment. Obi Wan starts deflecting laser fire, hitting a few Stormtroopers.

OBI WAN: What is the meaning of this?!

More Stormtroopers appear and Obi Wan decides to retreat. He runs back down the embankment, toward the river of Lava and then back down what was remaining of the Collection Panel and jumps over the Lava River to the other side. Stormtroopers fire across the river but can't make the jump. Cody goes to his communicator.

CODY: Send a medical capsule immediately…Lord Vader has been severely injured. We have Obi Wan on the run, need reinforcements to sector 2 9 stat.

EXT. MUSTAFAR – KLEGGER LANDING PLATFORM – NIGHT

Obi Wan makes it back to his starfighter. He talks to R2-Q2 who sees him coming.

OBI WAN: Open the hatch Q2.

R2-Q2: naaabeeeaaa (sounds bad)

R2-Q2 then pulls out his arm and shocks Obi Wan. Obi Wan is hit but not hurt.

OBI WAN: What is going on?! Has the Galaxy all gone mad?!

Obi Wan then takes out his light saber and slashes through the head of R2-Q2. He manually opens up his fighter cockpit, jumps in and takes off. The Body of R2-Q2 drops through the bottom of the fighter next to his severed head. Obi Wan's Jedi Star fighter takes off into the blackness of space.

EXT. CORUSCANT – CITY SCAPE – DAWN

A Theta-class T-2c shuttle descends from orbit and flies over the cityscape, escorted by two Interceptor Fighters. The spacecrafts flies toward the newly constructor Sith Citadel (where the Jedi Temple used to exist). There are citizens lining the streets in front of the Sith Citadel and the Senate Building (in which the hole is still visible in its side). The ship comes in for a landing in the Citadel's landing platform. Out of the shuttle comes Cody and a medical team pushing a medical capsule with Lord Vader inside. Palpatine stands awaiting their arrival with Count Dooku and Gran Moff Tarkin.

PALPATINE: Is he alive?

CODY: He is alive, barely.

PALPATINE: See to it that he is taken care of.

Vader is seen unconscious in the medical capsule; Cody and the medical team walk off. Sideous, Dooku, and Tarkin walk toward the entrance of the docking bay, overlooking the crowds.

DOOKU: Your plan worked perfectly my Lord.

PALPATINE: Yes I know, when will the cloning facilities be fully operational here on Coruscant.

DOOKU: Within the present cycle

PALPATINE: Excellent.

The three walk up to the edge of the platform to a grand podium that extends from the building, overlooking the streets of Coruscant. Citizens line the streets along with Stormtroopers, other military personnel, and lines of tanks. Palpatine walks to the podium to address the crowd with Tarkin and Dooku to his sides.

PALPATINE: Citizens of Coruscant, and the Galaxy, I come before you today with the saddened news of last night's epic betrayal by the Jedi Knights. You see, the Jedi have plotted to overthrow the Senate by force; destroying the Senate Arena and attacking me personally. Thankfully the Clone Army, under the direction of Admiral Tarkin stood against the Jedi and saved the Senate from total collapse.

I have now made an executive order that the Jedi be hunted down and brought to justice! (applause) Any collaborators will suffer the same fate. (applause) These are trying times, but I assure you my resolve has never been stronger. (applause)

The war is over! (applause) The Confederacy has been defeated! (applause) and the Jedi rebellion has been foiled. We stand on the threshold of a new beginning. (applause). In order to ensure our security and continued stability, the Republic Senate has voted for a reorganization into the first Galactic Empire, for a safe and secure society which I assure you will last for thousands of years! (some applause, others dumfounded in the audience). An empire ruled by the majority….ruled by a new constitution so that we may never see the dark days of war return. Long Live the Empire!

Tarkin smiles

EXT. CORUSCANT – CITY SCAPE – STREETS - DAWN

Stormtroopers and military personnel line the street yelling: "Long Live the Empire!" The citizens immediately look suppressed and oppressed.

EXT. MANDALORE – KELDABE – STREETS – DAY

Stormtroopers line the streets along with other military personnel and vehicles yelling "Long Live the Empire!"

EXT. MUUNILINST – HARNAIDAN – DAY

Stormtroopers line the streets along with other military personnel and vehicles yelling "Long Live the Empire!" The citizens look saddened including San Hill and Hit Tamm.

EXT. NABOO – THEED – CAPITOL BUILDINGS - DAY

Stormtroopers line the streets along with other military personnel and vehicles. The Queen looks out her window and cry's a tear. The chant "Long Live the Empire" continues and there is a fade to black.

EXT. ALDERAAN – CASTLE ORGANA – BALCONY - DAY

King Bail Organa stands with Obi Wan and Yoda along with several Alderaanian Guards.

BAIL: Fortunately Alderaan has been able to keep the Empire away since we pose no military threat. Having been credited with ending the Clone War, it has given us some leverage. Not to say that Gran Moff Tarkin isn't breathing down my neck to put boots on the ground here.

YODA: No longer certain that one ever does win a war, I am. Failed to destroy the Sith, I have. Ahead of us now, a long reign of terror. Into hiding we must go.

BAIL: Have you heard from any other survivors?

OBI WAN: No, we very well could be the last of the Jedi.

Suddenly Kit Fisto runs out of the Castle.

KIT FISTO: It's time!

The four make it into the castle with haste.

INT. ALDERAAN – CASTLE ORGANA – BIRTHING CHAMBER

Queen Breha Organa stands over Padme, cradling her head and neck. Padme is in labor and about to give birth. King Bail Organa and the three Jedi enter the room. Handmaidens are assisting the birth.

BREHA: She is doing well, any minute now.

Padme pushes as twins are being delivered; she takes Breha's hand. Padme winces from the pain as the first baby is born.

HANDMAIDEN: It's a boy.

PADME: …Luke

Another handmaiden takes the boy and cleans him up. Padme can only offer up a faint smile. She struggles to birth the second child.

HANDMAIDEN: A girl!

PADME:…Leia

Leia is taken to get cleaned up. Handmaidens are working throughout the room. There are smiles on the Jedi faces and Bail. The Handmaidens return to Padme and put the children in her arms.

YODA: Protect them we must, they are our last hope.

INT. CORUSCANT – SITH CITADEL – REHAB CENTER – NIGHT

Darth Vader, dressed in his black body armor, lies on a medical table. He is conscious, but his body is scared and skin burned. Droids are working on assembling his helmet. Nose plugs are inserted and the mask drops from above, sealing tightly. The helmet is fitted and Darth Vader begins breathing.

INT. ALDERAAN – CASTLE ORGANA – BIRTHING CHAMBER - EVENING

Padme sits in the room with Luke and Leia in her arms. Kit Fisto, Yoda, Obi Wan, and Bail are in the room. Kit Fisto has Qui-Gon Jinn's light saber attached to his belt. Everyone is admiring the children.

YODA: Open to us, a path remains, that unknown to the Sith is. Through this path, victory we may yet find, and so too dangerous it is to keep the offspring of Anakin Skywalker together.

BAIL: Breha and I have already discussed it. Padme is welcome to stay here on Alderaan under our protection. We will help raise a child as our own.

PADME: (Looks sad and lowers her head) I agree…I know Anakin can sense me, and I can sense him…I can sense that there is still good in him, but the children must be hidden…and I cannot return to Naboo.

YODA: On Alderaan, one child will stay.

Padme raises up Leia and hands her to Breha.

PADME: Leia. [82]

YODA: Master Fisto, you will stay here. And protect the child.

KIT FISTO: Of course.

PADME: Tatooine.

OBI WAN: Tatooine, in the outer rim?

PADME: Yes…Tatooine. My sister can look over Luke on Tatooine. It's isolated and remote.

YODA: Then Master Kenobi, you will go to Tatooine, protect Skywalker's son you will.

OBI WAN: And where will you go Master?

YODA: To my home planet, Degobah, I will go. Strong with the force I am there. Seek out surviving Jedi, I will. Leave soon, we must.

EXT. ALDERAAN – CASTLE ORGANA – LANDING PLATFORM – MORNING

Kit Fisto powers up the Nu-Class Attack Shuttle as Yoda walks up the ramp, Obi Wan holds Luke and follows Yoda. Padme holds Leia, and Bail and Breha Organa stand together, watching the Jedi leave. Yoda turns and speaks above the engines of the transport.

YODA: For a new hope, we wait.

Padme is crying, and Breha goes to comfort her. Yoda and Obi Wan enter the ship and they take off.

INT. SPACE – DEGOBAH ORBIT – NU-CLASS ATTACK SHUTTLE – COCKPIT

The Jedi and Luke are in the cockpit. Kit pilots the ship.

KIT FISTO: We are approaching Degobah Master Yoda.

Yoda looks at the map, and points.

YODA: Land here, in the southern hemisphere.

EXT. DEGOHAH – SOUTHERN HEMISPHERE – FIELD – EVENING

The Nu-Class shuttle comes in for a landing, and the landing ramp extends. It comes to a stop and Yoda walks out and turns toward the spacecraft. Kit stays in the cockpit, Obi Wan steps out.

OBI WAN: When will we see each other again?

YODA: When we are one, with the force.

OBI WAN: Goodbye Master, Thank you for your teachings.

YODA: Watch over Skywalker, and may the force be with you.

The Cargo Bay door begins to close and the ship takes off. Yoda stands in the jungle field of Degobah and looks up at the ship. Slowly the ghosts spirits of the dead Jedi start appearing behind him including Mace Windu, Plo Koon, Aayla Secura, Saesee Tiin, Stass Allie, Jar Jar Binks, Shaak Ti, K'Kruhk, and Oppo Rancisis just to name a few.

EXT. SPACE – TATOOINE ORBIT – NU-CLASS ATTACK SHUTTLE – COCKPIT

The Nu-Class Attack Shuttle then drops into Tatooine Orbit and flies down toward the planet.

EXT. TATOOINE – NU-CLASS ATTACK SHUTTLE

The shuttle comes in for a landing next to what appears to be Obi Wan's home. The ramp comes down and Obi Wan exits with Luke in his arms. Kit Fisto drops his head out the window.

KIT FISTO: I'm glad I didn't get stuck on this mission. Too dry.

OBI WAN: Goodbye old friend.

KIT FISTO: Goodbye Obi Wan. May the force be with you.

Kit Returns to the Cockpit and takes off into space.

EXT. TATOOINE – OWEN LARS AND BERU AMIDALA'S HOME

Obi Wan rides up to the moisture farm homestead on an Eopie with Luke in a papoose on his back. He dismounts, takes Luke out of the papoose and walks toward Beru and Owen Lars, who walks over to greet him. They talk for a moment, and Obi Wan turns the baby over to Beru. Beru takes Luke and holds him tight. Owen Lars shakes Obi Wan's hand.

INT. TATOOINE – OLD BEN KENOBI'S HOME – LIVING AREA

Obi Wan walks into his new house and looks around. He dusts off a chest and opens it. He pulls off from his belt Anakin Skywalkers light saber and places it in the chest, then closes it. Suddenly he hears an old friend.

QUI GON JINN: Don't look so defeated, Obi Wan.

Obi Wan turns to the spirit of Qui Gon Jinn in the room who is smiling.

OBI WAN: Qui-Gon?!

QUI GON JINN: It's been some time

OBI WAN: How?

QUI GON JINN: The living force Obi Wan…I along with the others are now part of the living force.

OBI WAN: Why now? After all this damage is done? The Jedi council is no more, we've been scattered throughout the galaxy? Why did you not stop me from training Vader? He betrayed and murdered Anakin!

QUI GON JINN: It was not the will of the force.

OBI WAN: Was it the will of the force to kill of all the Jedi?

QUI GON JINN: Anakin was called to bring balance, albeit not the balance the order thought they needed. In Anakin's offspring, there is hope, and there will be the balance you seek. One day you will join us, and become more powerful than you can possibly imagine… all will be revealed. Until then have hope, trust in your feelings…Trust in the force.

OBI WAN: Yes Master.

EXT. SPACE – NU-CLASS ATTACK SHUTTLE – COCKPIT

Kit Fisto is returning to Alderaan when strangely his is taken out of hyperspace.

EXT. SPACE – NU-CLASS ATTACK SHUTTLE – COCKPIT

As soon as drops out of hyperspace he comes face to face with a Star Destroyer and caught in its tractor beam. His ship is slowly drawn in.

INT. SPACE – STAR DESTROYER DOCKING BAY – NU – CLASS ATTACK SHUTTLE – CARGO HOLD

Kit Fisto drops down to the cargo hold and ignites his (Qui-Gon's) light saber as the landing ramp is getting forced open from the outside. A hole is blasted through the door and storm troopers race in. Kit fights off the Stormtroopers with his light saber and then Darth Vader enters the ship. He ignites his red light saber.

DARTH VADER: You are under arrest in the name of the Empire.

Kit stands ready.

KIT FISTO: I do not recognize such an organization.

VADER: Then you will be destroyed.

Darth Vader then lunges toward Kit, followed by the sounds of lightsabers cracking, then silence…Then Vader breathing.

INT. SPACE – TENTIVE IV – OBSERVATION DECK

C-3PO and R2 –D2 stand observing the stars out the window next to Captain Antillies who is working on another droid. C-3PO puts his hand on R2-D2 who spins to look at his counterpart.

EXT. ALDERAAN – CASTLE ORGANA – BALCONY - EVENING

Padme stands outside with Leia in her arms and King Bail and Breha Organa and Captain Typho in the backgroud. She observes the awesome mountains of Alderaan and then into the stars in the sky.

EXT. TATOOINE – LARS AND BERU'S HOUSE - SUNSET

Lars and Beru who is holding Luke Skywalker, walk over to a ridge near their homestead as they watch the Binary Sunset. Music Swells.

Iris Out

End Titles

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[1] I chose to use 3 Jedi do show how plentiful they are at this point. Also, I made Naboo the Nautolan homeworld.

[2] I used Maul here to do the dirty work. I'm setting up Sideous as a phantom to both sides of the war. Plus Maul needs as much screen time as he can get.

[3] The Nautolan take the place of Gungans

[4] Too good of a villain to be in only one film

[5] I made her up

[6] Every ship needs a name

[7] I wanted a larger roll for Typho that would carry through the 3 films, so I replaced Ric Olie with him to get him into the first film.

[8] Because who wants to go to Tatooine AGAIN!? And Mandalore should have been in the films as to give us some back story on that awesome Mandolrian Armor.

[9] Setting up the fact that Maul has a master unknown to the Trade Federation

[10] I imagine Mandalore to be a city in the vein of Iran or the middle east.

[11] They wear traditional Mandalorian battle armor like Boba Fett

[12] Setting up that Mandalore is a slave planet. Why would you need slaves if you have droids? Also explains why droids are not served in establishments like the Mos Eisley Cantina. Not to mention that the only Mandalorian Ship we know is Boba Fett's "Slave One."

[13] Sets up the fact that Sideous has pull all over the universe, even by this early stage in the story.

[14] Watto is no more, the slave owner had to be a humanoid so I changed his name to Atto.

[15] I put Anakin's age older than what he was portrayed in the film. This gives him more teenage angst.

[16] I made both these boys up

[17] I always thought Haley Joel Osment would have been a good cast for Anakin.

[18] The Mandalorian society, being part of the Republic, uses Republic Credits.

[19] This gives Qui-Gon a reason to be interested in the Anakin.

[20] I moved this rudimentary test to Mandalore with Qui Gon. It just seemed foolish that the Jedi Council would bother with such a basic test with Skywalker. Plus it gives us more evidence that Skywalker is force sensitive early on.

[21] Being around the Jedi is awakening Anakins force potential

[22] Explains why Amidala is so young as queen.

[23] No Chosen one stuff

[24] Foreshadowing a fallen Jedi

[25] I rewrote Shmi to be more knowledgeable of the Jedi for reasons that will come up later.

[26] I rewrote Count Dooku to be just a Count and not a Sith.

[27] A Lie?

[28] No Midi-chlorian talk

[29] This race track is a lot smaller than the one in the original film. A more intimate experience as if it is a type of qualifying race for a larger one.

[30] And he doesn't have two heads

[31] A Mythosaur's skull is the logo on Mandalorian Armor.

[32] The same type Maul flew in Episode 1

[33] Slave 1s

[34] I made up this name from combinding Cleigg Lars and Darth Vader. You'll find out why later.

[35]Anakin did not make C-3PO. C-3PO was made on a production line and his golden color means that he was designed for high level diplomacy.

[36] Anakin does have a father

[37] No "Chosen One" talk, I like to call it more of a vergence in the force or that the force is choosing Anakin. It keeps it more mystical.

[38] Foreshadowing again

[39] Possible relative to Han Solo

[40] My term for Venator-class Star Destroyers

[41] He is a Jedi now

[42] It doesn't make sense that the Jedi would bring Anakin with them back to Naboo.

[43] There needs to be another battle getting back on the planet

[44] The Corellians have this type of technology, not the Nautolans

[45] Poetic Justice

[46] I basically moved the story line up here to the end of what was happening in Episode II so that the next movie would begin with the actually Clone Wars.

[47] This sets up the fact that Uncle Owen and Aunt Beru are Luke Skywalker's actual Aunt and Uncle

[48] Aura is susceptible to Jedi mind tricks and the antennae is designed to keep her focused.

[49] Lando's father?

[50] This is the first defiance from Anakin against Obi Wan

[51] I think this is a better way to go for Shmi instead of having her die on Tatooine. Pushing her death back to the second film allows for more grief from a more mature Anakin.

[52] "He is more machine now than man" Obi Wan from RETURN OF THE JEDI

[53] This is the same dining area that was in A New Hope

[54] The Kumumgah are similar to Sand People, possibly related but less violent, without the face wrappings.

[55] Biggs Darklighters father

[56] A working title for Return of the Jedi

[57] I don't think it was necessary to have Anakin and Padme marry. I think the background information on Lars and Beru and their marriage was important and it symbolizes a bond between Anakin and Padme as they share the ceremony together.

[58] Here the two agree that they will have a secret relationship, even if it is against their best judgment.

[59] R2-D2 takes this comment very seriously as in A NEW HOPE he calls Obi Wan his former master. Obi Wan just treats R2-D2 as another astromech droid that has been assigned to him, and obviously doesn't remember him when he says, "I don't remember owning a droid."

[60] The Sith are slowly chipping away at Anakin throughout this film. This makes Anakin's turn to the dark side more gradual and not based on the fact that he can't save Padme from inevitable future death. Padme's safety is in jeopardy now as he still believes that she is in the Jedi Temple.

[61] Explaining why C-3PO has a mismatched leg in A NEW HOPE

[62] A cleaner way to kill off most of Jedi and especially Younglings in one blow. It just seems too brutal to have Vader kill off the Younglings.

[63] I pick up the story line right where the third film begins in the film, and picking up right after the end of my Episode II: The Clone War.

[64] Foreshadowing and interesting point that his light saber is Anakin's life…More on this later.

[65] In one sense this is the Revenge of the Sith that the title speaks of.

[66] From Episode I, works better here.

[67] "I was once a Jedi Knight, the same as your father" Obi Wan in A NEW HOPE.

[68] "That's no moon, it's a space station" Obi Wan in A NEW HOPE

[69] "Many Bothans died to bring us this information" Mon Mothma RETURN OF THE JEDI

[70] The Death Star

[71] The first ship that is seen in A NEW HOPE

[72] "No More Adventures!" C-3PO in A New Hope

[73] Luke: "Have you been in many Space Battles?" C-3PO: "Many, I think." A NEW HOPE. Having C-3PO's memory erased is crucial so that he forgets all about Anakin Skywalker and Obi Wan etc. It's not as important for R2-D2 to forget because he does remember Obi Wan as being one of his masters and has little to no contact with Anakin.

[74] I think it is appropriate to spend some time on Alderaan, so that we can feel more passion for the planet with it is destroyed in A NEW HOPE.

[75] "I am a Jedi Knight, like my father before me." Luke Skywalker A NEW HOPE

[76] An Echo from THE PHANTOM MENANCE and repeated by Yoda in EMPIRE STRIKES BACK

[77] This scene is taken from EMPIRE STRIKES BACK when Yoda sends Luke into the hole and Darth Vader's specter appears. Anakin's face appears this time indicating one of his possible futures. In Empire it is Luke's face that appears showing one of Luke's possible futures.

[78] The Birth of the Rebel Alliance "You are part of the Rebel Alliance and a traitor, take her away!" Darth Vader A NEW HOPE

[79] "Sir, My first job was programming Binary Load Lifters." C-3PO A NEW HOPE

[80] "Your father wanted you to have this when you were old enough," Obi Wan A NEW HOPE

[81] "He betrayed and murdered your father." Obi Wan A NEW HOPE

[82] Luke: "Do you remember your mother, your real mother?" Leia "Just a little bit. She died when I was very young." RETURN OF THE JEDI – It is assumed that Padme dies soon after this and before A NEW HOPE