Revenge of the Sith - (Part III of the Prequels, Reimagined)

by batmanunderoos

It is a dark time for the Jedi. Obi Wan Kenobi clones spread fear and mistrust throughout the galaxy. Driven by his obsessive vision, Anakin Skywalker and Padme Amidala search for the true Obi Wan. Grievous, supported by Count Dooku, waits for the right moment to make his stand. - A complete retelling of the prequels.

A long time ago, in a galaxy far, far away...
Star Wars: Revenge of the Sith

It is a dark time for the Jedi. Obi Wan Kenobi clones spread fear

and mistrust throughout the galaxy, as even their strongest

supporters cannot tell Jedi from copy.

Driven by his obsessive vision, Anakin Skywalker and Padme Amidala

spend every free moment searching for the true Obi Wan.

War rages on, showing no sign of abatement. The Grand Army of the

Republic has grown strong and efficient, while Grievous, supported

by Count Dooku and his clone army, waits for the right moment to

make his stand.

EXT. SPACE NEAR ALDERAAN

A one-man ship hurtles through space. It enters the planet's deep-blue atmosphere.

EXT. ALDERAAN - ORGANA HOME

The empty one-man ship sits outside a palatial home.

INT. ORGANA RESIDENCE ON ALDERAAN

Arms lightly crossed, expression deadened, BREHA ORGANA stares out a glass door at a field of grass and flowers. On a table beside her rests a picture of a small, smiling girl.

BAIL (O.S.)
Dear? Breha?

Breha looks down at the picture.

BAIL ORGANA sits a table with YODA. Breha turns to him. They exchange a moment of shared empathy. Bail turns to Yoda.

BAIL (CONT'D)
I'm sorry Master Yoda, I do not think it is time for my return to the Senate.

Yoda eyes the picture.

YODA Understand, I-

BREHA No.

She walks to Bail and puts a hand on his shoulder before addressing Yoda.

BREHA (CONT'D)
You need him, don't you?

Beat.

YODA At a standstill, the war is. For every system we take, one is lost. Advantages on both sides. Present and future, once seen so clearly, are no longer the dominion of the Jedi. Complete, our blindness is. In the Senate...

Yoda looks to Bail.

BAIL What is it?

YODA The truth you must know, if you are to return. Much has changed. The Dark Side of the Force surrounds the Senate. Peace and comity are no longer their concern.

BAIL What is?

Yoda looks away.

YODA Nothing is certain.

BAIL Blinded or not, you must have a suspicion.

YODA Yes.

Yoda looks back to Bail.

BREHA We understand, Master Yoda. Simply knowing puts us in danger.

YODA Mm.

Breha and Bail exchange another glance.

BREHA We will help, if we can.

Yoda looks back and forth between the two of them.

YODA Down a dark path this leads.
Searching, I've been, for a Dark Lord of the Sith. One who could gain control of the Senate. One who would use their powers to increase his own.

BREHA Could it be this Count Dooku? If he were to control the Senate he could win the war.

YODA Know Dooku we do. Powerful he is,
but not that powerful.

BREHA Then who? Grievous?

YODA It is true we know little of Grievous. For many years the Senate has been devoted to peace and prosperity. Such a change requires great skill and dedication to the Force. Seen Grievous on the battlefield I have. Cunning, he is,
but do this, he could not.

BAIL Then someone else with much to gain...

Bail looks into the distance. Then quickly back at Yoda.

BAIL (CONT'D)
No.

Yoda holds up a hand.

YODA There is one who has gained much from this war. Once whose power the Senate is meant to hold in check. Do not speak his name.

BAIL If I return-

YODA Strong, your mind is. Show you, I can, how to avoid his influence.

Bail looks once again at Breha.

BREHA We have been changed by grief. She would not have wanted that.

BAIL I am not sure I am ready.

She puts a hand to his face.

BREHA At first, we will simply play our role.

Yoda looks away. Breha smiles at Bail.

BREHA (CONT'D)
In time, we will return to who we once were.

Bail looks to Yoda, who stares in the other direction.

YODA If indeed a Sith Lord such as this exists... Powerful he is. Unable to defeat him, the Jedi may be. Much would we sacrifice to destroy him. Much would I sacrifice.

BAIL What do you need?

YODA Proof.

EXT. THE ALDERAAN SYSTEM

A legion of Republic and Black Sun Star Destroyers, frigates,
and battle cruisers enter space simultaneously. Starfighters fan out from the larger cruisers on each side and engage.
Destruction ensues.

A nimble Black Sun cruiser weaves its way through a pattern of Republic V-Wing fighters, destroying a number of them.

A V-Wing peels off from its formation and circles back toward the nimble cruiser.

INT. V-WING

The pilot - a BLACK-HELMETED STORMTROOPER - twists a dial and locks on to the cruiser.

EXT. THE ALDERAAN SYSTEM

Two missiles launch from the V-Wing and it pulls back,
rejoining the formation.

INT. BLACK SUN CRUISER

An OBI WAN KENOBI CLONE's red eyes grow wide as he sees the missiles streaming toward him. He throws the ship into a tight spiral and accelerates toward the planet below.

EXT. ORD MANTELL - EVENING

The spiraling ship dodges one of the missiles but the other hits a wing. It free-falls toward the planet.

Pieces of metal tear from the ship as it enters the atmosphere. Nearing the planet, the cockpit bursts open and the clone leaps out, igniting his lightsaber.

Hundreds of laser blasts rocket from the planet. Still in the air, the clone bats away dozens but is overcome, hit over and over until he bursts apart in midair.

Stormtroopers rush over to the remains. COMMANDER CODY removes his helmet, picks up the clone's lightsaber. A NEWBIE COMMUNICATIONS OFFICER approaches.

NEWBIE COMMUNICATIONS OFFICER Commander.

CODY What is it?

NEWBIE COMMUNICATIONS OFFICER Reinforcements have arrived, sir.

Cody looks up at the sky.

CODY Good work.

Cody addresses his team.

CODY (CONT'D)
New orders, team! Time to engage! We are to hold this planet! It will not fall under Black Sun control!

He holds up the lightsaber.

CODY (CONT'D)
Stay alert! Remember your training. There are Jedi clones out there with the Black Sun.

The troops give a quick salute and fan out. The Communications Officer lingers.

NEWBIE COMMUNICATIONS OFFICER You think we can take out the clones,
sir? Shouldn't we wait until the Jedi arrive... to help us?

Cody gives the hard stare.

CODY You're new, aren't you?

NEWBIE COMMUNICATIONS OFFICER Yes, sir.

Cody places a hand on the Officer's shoulder.

CODY I'll tell you this once. We do not know clones from the Jedi who serve the Republic. None can be trusted. Help rarely comes when called. We rely only on ourselves.

The Officer swallows.

CODY (CONT'D)
We know how to take down these clones. Now move out, Officer.

The Officer performs a formal solute.

NEWBIE COMMUNICATIONS OFFICER Yes, sir!

He runs after his team.

Cody flips the lightsaber twice in the air. Taking it in both hands, he breaks it in half over his knee and tosses the pieces to the ground.

The insides of the saber sputter and spark as they fade.

The sun sets in the distance as Cody walks past the lightsaber parts.

EXT. ORD MANTELL - NIGHT

The Stormtroopers push into a heavy forest. Cody uses hand signals.

Halt.

Alert ahead.

Stay low. This way.

They proceed cautiously.

The unmistakable snap-hiss of lightsabers pierces the air and five laser swords fill the sky with electric red. Obi Wan clones descend on the troopers.

CODY Attack pattern delta six six! Delta six six!

The Stormtroopers at edges of the team roll to the sides and set up a perimeter. The interior group opens up with a blaze of blaster fire. The center team slams a series of spikes into the ground.

The clones land and rush the firing troopers. The troopers on each side attack with flamethrowers, lighting up the night. The clones jump again to avoid the fire.

CODY (CONT'D)
Now!

The troopers activate the spikes and the clones slam into shields energizing above them. Three burst on contact. One lands on the ground, wobbly, and is quickly dispatched.

The last avoids the shield, and turns to flee, Force-pushing any nearby troopers out of his way.

CODY (CONT'D)
Not so fast.

Cody bends one of the spikes and a large energy shield emerges in front of the clone. He skids to a stop. Flames billow toward him. He turns the other way. More flames.

The clone blocks the first shots but is overwhelmed. His burst body sticks to the energy screen behind him.

The Newbie Communications Officer nods subtly to Commander Cody.

EXT. OBI WAN DREAM SCAPE - DAY

OBI WAN KENOBI stands alone in a windless desert. Motionless, he stares ahead.

He shudders. His face twitches. From his body, a second Obi Wan steps forward. It turns, looking into the face of the first Obi Wan. They are perfect duplicates. The copy lies down in front of its progenitor. Obi Wan steps over him and stares out again into the barren wasteland.

Another shudder, another copy. It turns back to face Obi Wan. This copy has red eyes. It lies down. Obi Wan steps over it. Another copy - red eyes and three arms. It lies down.

Obi Wan looks back. Behind him, dozens of Obi Wans lie on the sand; between each, a footprint. Twin suns gleam overhead. Waves of heat shudder around them, and they morph into twin faces of COUNT DOOKU. The faces appear angry.

DOOKU FACES (Echoing)
Wake him up.

Obi Wan smiles.

INT. BLACK SUN CAVE

Obi Wan Kenobi's eyes flutter open. He is strapped to a medical gurney. DOOKU CLONES hover about him. COUNT DOOKU peers intently at Obi Wan.

DOOKU You continue to resist, Master Kenobi.

OBI WAN I must be improving. How long have I been out this time? Not more than a few days?

Dooku purses his lips.

DOOKU Your clones have already secured the Skywalk latticework for us. Jedi is a word used in hushed voices, behind closed doors. Nothing will keep you from fulfilling your destiny. You will join us.

OBI WAN Never. I'll never join you.

Dooku smiles.

DOOKU You already have, Obi Wan.

He gestures. The clones from Obi Wan's dream scape approach. One has red eyes, one three arms. The third is a perfect replica. Obi Wan stares ahead, unmoved.

Dooku grabs the perfect clone and pushes it toward Obi Wan,
filling his view. Obi Wan recoils but can barely move.

DOOKU (CONT'D)
I feel your hate, Obi Wan. These are some of the finest clones we've created. You should be proud.

Obi Wan looks at Dooku.

OBI WAN Pride is ignorance. You still have not learned, Dooku.

Dooku leans in close and whispers to Obi Wan.

DOOKU What better time than now, to let go your humility, Obi Wan? It limits you. These clones are the perfect cover. No one will even suspect you turned.

Dooku looks to the distance.

DOOKU (CONT'D)
Consider it a part to play,
initially, if you must.

Back to Obi Wan.

DOOKU (CONT'D)
Join me.

OBI WAN Join Grievous, you mean. You are a pawn, Dooku.

Dooku sneers.

DOOKU I am the master of the Clone Army. Soon, Grievous will be dead. Together, Obi Wan, we could restore order to the galaxy. Together, we could destroy...

Dooku stares ahead. Obi Wan watches him, transfixed.

DOOKU (CONT'D)
My master.

Dooku stares at Obi Wan, vivified by what he has revealed.

Obi Wan gapes.

OBI WAN So, there is another. Yoda believed this to be true. Your pride betrays you, Count. The Jedi will find this master. It is not in the nature of a Sith Lord to remain hidden forever.

Dooku smiles.

DOOKU Nature has little to do with it. Try to remain unconscious this time,
Master Kenobi. Perhaps you will feel less pain.

He turns.

DOOKU (CONT'D)
Put him back under!

Obi Wan strains as the Dooku clones push injections into his arm, sending him back into unconsciousness.

INT. PALPATINE'S RESIDENCE ON CORUSCANT

The snap-hiss of a lightsaber igniting illuminates ANAKIN SKYWALKER's face in vibrant blue. He sweats.

ANAKIN I can't do it.

PALPATINE (O.S.)
Count Dooku would not hesitate,
Anakin. In a war with two equal sides, the victor is separated from the defeated by only one thing.

ANAKIN What thing?

PALPATINE (O.S.)
Mercy, Anakin. The impulse to soothe, to spare. Mercy defeats the champion before the sword is drawn;
prevents the ruler from truly ruling. Moments of forgiveness, unchecked again and again, wrench worlds from order into chaos, seduce galaxies into war.

Anakin grits his teeth.

ANAKIN A Jedi is not a ruler. Mercy seasons justice.

Anakin nods to something in front of him.

ANAKIN (CONT'D)
He is defenseless.

PALPATINE (O.S.)
But I am a ruler, Anakin. The Jedi spend years studying the thin gray line between justice and mercy. A ruler knows the consequence of immaterial distinctions. Would it help if I freed him? Must you feel threatened for your anger to rise?

Anakin looks sideways. Palpatine sits on something of a throne. To his side, a three-armed Dooku clone is bound and gagged, arms chained to a metal riser.

Anakin looks back at the clone. He extinguishes his lightsaber and stands upright.

ANAKIN I won't do it.

Palpatine sighs.

PALPATINE A ruler is always under attack,
Anakin. Even before the physical act. Season justice with mercy if you must, but do not wait until you believe there is no other way.

ANAKIN It is not my wish to rule.

Palpatine sneers. He stands, and begins to pace.

PALPATINE Your lack of ambition is disappointing.

Anakin's face shows his pain. Palpatine notes the reaction.

PALPATINE (CONT'D)
What will you do when this war is over? Keep the peace? An academic pursuit. Yours will be a life lacking consequence. Perhaps my gaze should be trained on another.

He trails off. Anakin looks away.

ANAKIN I... have different plans.

Palpatine pulls a wicked, condescending smile.

PALPATINE A home. A child. You believe you will not be your father's son?

Anakin turns toward Palpatine.

ANAKIN What?

PALPATINE The abuser begets the abused. From the abandoner, the abandoned. This is a destiny you cannot escape.

Anakin stands, shaking. He stares at Palpatine. His lightsaber ignites absently at his side.

ANAKIN You know I am not like him.

Palpatine looks at the glowing lightsaber.

PALPATINE Aren't you? Darkness is your gift,
Anakin. Your father had it. Your child will have it. You have it.

Anakin looks down at his trembling hand, holding the blade.

PALPATINE (CONT'D)
Your father embraced the dark side,
but his ambition exceeded his power. At least he played his part.

With a flick of his wrist, Anakin raises his lightsaber. Palpatine hardly reacts.

ANAKIN And what part are you playing,
Chancellor? Is it teacher? Master Yoda would not be impressed.

Palpatine leans toward Anakin, appearing not to notice the blade nearing his neck.

PALPATINE That is because he does not know what it is to rule. I play many roles. Chancellor is one of my favorites. Mentor is another. But a mentor debates. Of this I grow weary.

The light on Palpatine's face quivers and shakes as waves of illusion melt away, revealing DARTH SIDIOUS.

SIDIOUS You may call me Master.

Seemingly from nowhere, there is a lightsaber is in Sidious's hand. He ignites it, and uses the blade to push Anakin's easily out of the way.

Anakin steps back. Sidious steps forward.

SIDIOUS (CONT'D)
Only now do you see, the war won before the sword drawn.

Anakin backs away, raising his saber. Sidious bats it to the side.

ANAKIN What... who-

SIDIOUS Names lose their meaning, Anakin. One day, another may become you.

ANAKIN I... have a name.

SIDIOUS When my master anointed me Darth Sidious, I felt the fear my name inspired. Dread radiates from a Dark Lord of the Sith. We were once rulers of galaxies - merciless leaders of great power. Then, the Jedi came and purged our order. A genocide, Anakin.

Anakin considers this.

SIDIOUS (CONT'D)
Where is your mercy now? Confined to the weak and worthless?

ANAKIN The Sith are unscrupulous, corrupt,
evil.

SIDIOUS Is that how you think of me?

Anakin does not respond.

Sidious nods at the Dooku clone, then studies Anakin's pained face.

SIDIOUS (CONT'D)
There is conflict within you. You can see, as I have, soon the Jedi will be no more. They are unable to defeat their enemy.

ANAKIN No. No. You will not win without the Jedi.

SIDIOUS The war will soon end. Everything transpires according to my design.

ANAKIN Then you will need the Jedi to...
keep the peace.

Sidious smiles.

SIDIOUS What is justice without mercy,
Anakin?

ANAKIN I don't-

SIDIOUS Revenge.

Anakin stares.

ANAKIN The Sith were destroyed a millennium ago. No Jedi alive was there then.

Anger and aggression lace the Dark Lord's words.

SIDIOUS Deep wounds do not heal. We have waited, hidden even from one another,
shadows within the deepest shade. Our traditions, our culture, frozen in time while we played our part in this... civilization; afraid - as you now are - to reveal our true selves. The return grows near. The Sith will rule the galaxy once again. You and I together can end the war.

ANAKIN I... cannot betray them.

SIDIOUS You already have. Your studies, your growth... these have come through you work with me.

ANAKIN A different version of you.

SIDIOUS It is I who expands your vision, I who instructs you on the meaning of true power. Sidious, Palpatine -
every role pursues the same end. Embracing the Dark Side is a journey. Take another step.

Sidious motions toward the Dooku clone, who stares in terror.

Anakin eyes the clone.

ANAKIN I must rescue Obi Wan. That is my next step.

SIDIOUS Only a Sith Lord, with the full power of the Force at his side, will triumph over Dooku. Give up these notions of distinction. You do not know the power of the Dark Side. Destroy your enemy.

ANAKIN No. I am a Jedi.

Sidious stares at Anakin.

SIDIOUS So be it.

Sidious extinguishes his lightsaber and turns away from Anakin. He walks to his throne.

SIDIOUS (CONT'D)
Will you betray me?

ANAKIN I... do not wish to see you destroyed.

His face hidden, Sidious allows a smile.

SIDIOUS Curious, how it is your mercy that protects me now.

ANAKIN You would do the same, were it me.

Sidious sits on the throne and trains his yellowed eyes on Anakin.

SIDIOUS Have you not heard what I have told you today?

ANAKIN I don't believe you are evil.

Sidious laughs a cackling howl. He spits his words.

SIDIOUS The lies we tell ourselves, Anakin. Good. Evil. Masks. Shielding us from our inner struggle. Which I is I? The Jedi waste lifetimes trying to learn the truth. A Sith is that he is.

Anakin blinks.

SIDIOUS (CONT'D)
Now, leave me, and be thankful.

ANAKIN For what?

SIDIOUS You are off, once again, to find your friend, Obi Wan Kenobi.

Anakin takes a step backward.

SIDIOUS (CONT'D)
Chances for good do not come without an opportunity for wickedness.

Anakin stares for a moment, then turns and leaves.

ANAKIN (Mutters.)
He's not my friend.

Anakin exits the room. Sidious sits for a moment, then turns toward the clone.

SIDIOUS Revenge!

Force lightning pulses from his hands. The clone explodes in a burst of smoke and extraordinary pain.

EXT. SPACE NEAR KASHYYYK

A small cargo frigate, The Lutrosis, rumbles unhurried through space. Kashyyyk emerges in the distance, its rich atmosphere surrounding the planet in a luminous blue.

INT. THE LUTROSIS - CARGO LEVEL

The empty cargo level reverberates as the ship approaches the planet. A large floor panel dislodges and shakes open. The crown of a horned head pokes through. A hand reaches up and drags the panel back into place.

EXT. KASHYYYK

The Lutrosis docks at a busy spaceport.

INT. THE LUTROSIS - CARGO LEVEL

The ship's engines power down. Lights dim. Sounds of activity fade. The floor panel slides open. DARTH MAUL uses his one arm and leg to drag himself from the compartment below.

His red skin is washed out. He is thin, sickly. One of his horns is broken, the stump black and oozing. He reaches toward the compartment, straining with the Force, but nothing emerges.

Exhaling in defeat, he extends his one arm into the compartment and pats around in the darkness, searching for something. Finally, he pulls out a long crutch with a strap attached to it. He places the strap his mouth.

Dragging himself and the crutch along the floor, Maul finds a wall and pulls himself to a standing position. He affixes the crutch around his shoulder stump, pulls a hood over his head, and makes his way to the ship's exit.

He winces after each step, as the crutch sounds an unavoidable thump.

INT. KASHYYYK SPACEPORT - EVENING

Maul leans against the wall in a dark corner. Dozens of ships captains and crew members walk by; most avert their eyes.

Electronic posters glow on the walls. They display a slide show of Jedi; one clearly shows Obi Wan Kenobi. After each Jedi appears on the screen, a large, red slash fades in across the front of the warrior.

Maul pulls a stack of Republic Credits from his robe. They illuminate his face. Two humans sitting at a nearby table notice. They approach Maul, who almost slips from his crutch.

Maul whispers to them, keeping his eyes focused on the rest of the room. Yoda's visage glows brightly on one of the posters behind him. A deep red slash fades in over his enigmatic green face.

The humans nod and point, then one extends a hand. Maul pockets his credits. The human realizes he's extended the wrong hand and hurries to correct. They shake. Maul watches as they depart. He hobbles to a chair and slumps into it.

A roughneck group of aliens casually watch as Maul rests.

INT. KASHYYYK SPACEPORT - NIGHT

Maul lurches along a walkway and rounds a corner. Hundreds of docked ships span the horizon. A Wookie's shriek echoes through the night.

Maul pauses, spotting the human captain prepping the ship for takeoff.

Maul is unnoticed by the captain, but he waves briefly anyway. With a look of relief, he resumes walking.

A heavy foot swings forward and kicks the crutch out from under Maul, who sprawls to the ground. The roughnecks descend, punching and kicking. Maul curls as he is beaten. Another of his horns cracks off and he screams.

One of the roughnecks finds Maul's Republic Credits and rips them from his robe. The gang gathers the credits and runs off.

Maul tries in vain to make a noise above a whisper. He sees the captain look around, shrug, and enter his ship. It takes off and leaves the planet.

Maul rolls onto his side and sees Republic Stormtroopers in the distance, heading his way. He drags himself along the ground, headed for the nearest ship. He nears a small freighter - The Furst.

In obvious agony, he pulls himself up into the landing gear. He disappears into the ship as the patrol marches by.

INT. THE FURST - LANDING GEAR - NIGHT

Maul is startled awake by CHEWBACCA's angry, echoing noises.

SMUGGLER (O.S.)
It's all right, buddy. You're going to be all right.

Maul listens intently as the Wookie moans.

SMUGGLER (O.S.) (CONT'D)
You owe me a lot more than that,
Chewie. Look, I don't know when the Republic started rounding up Wookies-

Chewie groans.

SMUGGLER (O.S.) (CONT'D)
- but there's nothing I can do about that now. Besides, there's a job I could use your help with. C'mon,
let's get out of here.

Another moan. The ship powers up.

Maul hustles to cram himself farther into the fuselage as the gear rises up around him.

EXT. KASHYYYK SPACEPORT - NIGHT

The Furst takes off into the night, its landing gear retracting as it shoots away from the planet below.

EXT. CORUSCANT - MORNING

The Furst enters the Coruscant atmosphere and glides low above the endless city. The landing gear descends, and Darth Maul falls from the ship.

He splashes into a lake. He surfaces, gasping for air.

He finds the muddy edge of the lake. In the distance, he sees the Skywalk beaming into the heavens. With grim determination, he drags himself toward the light.

EXT. THE SKYWALK - EVENING

Maul stares up at the Skywalk. He drags himself onto the platform and rolls onto his back. In a burst of rage and tears, he screams out.

MAUL Take me!

Nothing happens.

MAUL (CONT'D)
I am a shadow. The barest shade of what I was... caught, and pinned. I have come as far as I know to go! Take me. Show me the light that casts this shadow. Take me. Take me.

Nothing happens.

MAUL (CONT'D)
There is much I do not know, but...
but... I see what I am! Take me!

The light-bridge sparkles and shimmers. Maul is lifted,
floating up the Skywalk.

Tears roll down his face while images dance on the walls around him - Grievous crushing his mechanical arm and leg and snapping his lightsaber; waking to find himself alone outside the Black Sun base; crawling in the dirt; a moment when, as a younger man, he gratefully accepted an outreached hand,
helping him up from the ground.

INT. JEDI TEMPLE ON THE CORUSCANT MOON - NIGHT

YODA observes Stormtroopers and Jedi apprentices rebuilding the temple interior. MACE WINDU approaches.

WINDU Master Yoda, the temple will be restored on schedule. The troopers work hard.

YODA Very good, Master Windu. With temple restored, perhaps again we will see...

Yoda trails off and cocks his head to the side.

WINDU What is it?

YODA Nothing, nothing. Go I must.

Windu watches as Yoda trundles away.

EXT. JEDI TEMPLE ON THE CORUSCANT MOON - NIGHT

A heavy door slides open, spilling light onto the ground outside. Yoda stands in the doorway.

A moan. Yoda looks down and stares as Maul rolls onto his back, near death.

Yoda leans down and lifts Maul onto his back. He re-enters the temple.

EXT. SPACE NEAR CORUSCANT

ANAKIN SKYWALKER and PADME AMIDALA sit together in an A-Wing fighter, patrolling the planet, searching for the Black Sun base.

INT. A-WING

PADME The last probe is in place.

ANAKIN Light them up.

Padme presses a button, and a holographic image of the planet below stretches out in front of them. A series of probes shines brightly, hovering in low orbit over the planet.

PADME OK, they're monitoring. We should be able to see ships moving around on the surface.

ANAKIN I hope this works.

PADME If Black Sun is even down there-

ANAKIN They're down there.

He turns to Padme.

ANAKIN (CONT'D)
I've seen them.

Padme looks at Anakin with a mixture of sympathy and compassion.

PADME In a dream.

ANAKIN It was more than a dream. You know that.

She nods.

ANAKIN (CONT'D)
He's down there. We have to-

A transmission.

REPUBLIC COMMANDER Commander Amidala, we have an unauthorized takeoff from the city. The ship is coming around the dark side of the planet. You're the closest-

PADME This is just a scout ship commander,
isn't there-

Anakin cuts across her.

ANAKIN A Black Sun ship?

Padme gives him an exasperated look.

PADME Anakin, what's a Black Sun ship doing launching from the city? It doesn't make any-

REPUBLIC COMMANDER Unclear, sir. It's using an older code. Took us a while to figure it out.

Anakin gives Padme an 'I told you so' look. She pulls an eye roll.

ANAKIN We're on it. What kind of ship are we talking about?

REPUBLIC COMMANDER Cargo cruiser. Our sensors are showing some... unique modifications.

Anakin fiddles with the ship's sensors. Padme's forehead creases.

PADME What kind of modifications?

REPUBLIC COMMANDER Hard to tell, she's probably faster than normal and-

ANAKIN I found her, we're on it.

PADME Anakin, wait!

Padme is thrown back against her seat as Anakin hits the accelerator and pulls the ship into a steep climb, spinning and twisting as it rises toward engine lights in the distance.

Anakin concentrates only on the ship ahead.

ANAKIN (Quietly)
I have you now.

EXT. CORUSCANT

Laser shots scatter from the A-Wing's front blasters.

INT. THE FURST

Hands flash across the ships controls. The impact of a laser blast rocks the ship. Chewbacca growls.

SMUGGLER (O.C.)
Warning shots. I see them. Behind us. Chewie, take the controls. I'm going to try to boost the rear shields and calculate the jump to light speed.

Chewie responds with glottal noises, almost like talking.

A hand rests on Chewie's shoulder.

SMUGGLER (O.C.) (CONT'D)
Relax, buddy. I've gotten out of tougher stuff than this.

Booted feet leave the cockpit. Chewie moans.

SMUGGLER (O.S.) (CONT'D)
Just buy us some time!

INT. A-WING

The A-Wing bears down on The Furst. Padme winces as they close in.

ANAKIN What are you worried about? These little Correllian cargo ships don't have offensive capabilities.

Proximity sensors start blaring as they get too close.

PADME What are you going to do, ram it?

ANAKIN Huh? Oops!

Anakin yanks up on the controls.

EXT. SPACE NEAR CORUSCANT

The A-Wing jerks up wildly, then spins over, synchronizes speed with The Furst, and settles back in behind the cargo cruiser.

INT. A-WING

Padme looks at Anakin out of the corners of her eyes. Anakin stares ahead.

ANAKIN See? Now we'll just take out their shields and they'll give up. This is easier than practice droids.

Padme continues to stare.

EXT. SPACE NEAR CORUSCANT

A panel on the underside of The Furst slides open and a gun turret descends. It turns toward the A-Wing.

INT. A-WING

ANAKIN Uh oh.

EXT. SPACE NEAR CORUSCANT

The A-Wing is hit head-on with blasts from the turret. It peels off from The Furst, smoke streaming from the front.

INT. A-WING

Padme reads from the console in front of her.

PADME Half the front guns are out. Shields at ten percent. Humiliation at what... eighty percent?

Anakin looks at her.

ANAKIN Did someone say something about modifications?

Padme peers calmly out the roof of the cockpit.

PADME They're getting away.

She turns to Anakin.

PADME (CONT'D)
I'll work on getting the shields back. In the meantime, try to stop running into their laser blasts?

Anakin turns back to the controls.

ANAKIN Right.

EXT. SPACE NEAR CORUSCANT

The A-Wing steadies and the shoots back toward The Furst.

INT. THE FURST

Chewie yelps in triumph. The man's voice comes from the back of the ship.

SMUGGLER (O.S.)
Nice work, Chewie! Now keep an eye out. We need to get farther away from the planet before we can make the jump to light speed.

Chewie moans in agreement. He looks at the readout in front of him showing the A-Wing rapidly approaching. He guffaws as he hits the guns again.

INT. A-WING

ANAKIN Not this time.

He bears down on the ship's controls.

EXT. SPACE NEAR CORUSCANT

The Furst's guns move in a blur of laser blasts but the A Wing is even quicker, evading every shot as it closes in on the cargo ship.

INT. THE FURST

Chewie waves his fists as he yells out in frustration. A voice comes from the back of the ship.

SMUGGLER (O.S.)
What's the matter, buddy? He figure out your little trick?

Chewie barks with anger. Booted feet run back to the front.

SMUGGLER (O.C.) (CONT'D)
All right, all right! Switch over.

The console displays the A-Wing deftly avoiding shots from The Furst. Human hands take over The Furst's controls.

SMUGGLER (O.C.) (CONT'D)
Hm. This guy's pretty good.

INT. A-WING

ANAKIN He's a good shot but can't fly worth a damn. This will be easy.

Padme looks at Anakin as he hit the guns.

EXT. SPACE NEAR CORUSCANT

Blasts from the A-Wing shoot toward The Furst. The Furst's guns stop firing and it accelerates, avoiding the blasts by twisting and turning up into the planet's outer atmosphere with new fluidity.

INT. A-WING

ANAKIN Hey!

PADME Don't you learn?

Anakin turns to Padme, then forward. He looks out at the other ship.

ANAKIN Someone else is flying.

He leans into the controls.

EXT. SPACE NEAR CORUSCANT

The two ships spin and twist through the air. Laser blasts light up the sky but never hit their intended targets.

INT. A-WING

ANAKIN This guy's pretty good.

Padme shifts quickly in her seat.

PADME He's coming around!

Anakin looks back.

ANAKIN I see him. Hang on to something.

Anakin's hands flash across the controls.

INT. THE FURST

Chewie growls loudly.

SMUGGLER (O.C.)
(Frantic)
Don't shoot! Don't shoot! He's breaking his pattern. Hang on to something!

EXT. SPACE NEAR CORUSCANT

The A-Wing swings in an impossibly tight arc, spinning and rising away from the planet all in one motion. It fires every time The Furst is in view.

The Furst rears up in a wide loop, putting distance between itself and the A-Wing. The Furst loops below the A-Wing,
approaching from underneath.

INT. A-WING

Padme looks green.

PADME I think I'm going to be sick.

INT. THE FURST

Chewie holds a hand over his mouth. More glottal moans - I think I'm going to be sick.

EXT. SPACE NEAR CORUSCANT

The two ships lock into a circling attempt to outflank the other, each tightening the ring as it tries to get an inside position.

Finally, the A-Wing gets off a shot that hits, knocking The Furst into a spinning, smoking arc back toward the planet. It steadies, but one engine sputters.

INT. THE FURST

Chewie sprays a fire hose at the controls as he growls in frustration.

SMUGGLER (O.C.)
Chewie! Time to try something else.

Chewie barks a combination of agreement and disgust.

EXT. SPACE NEAR CORUSCANT

The Furst heads in a beeline for the planet.

INT. A-WING

Anakin watches The Furst speed toward Coruscant. He takes his hands off the controls.

ANAKIN See? I accept their surrender.

Padme looks at Anakin intently.

PADME Overconfidence is a weakness, Anakin.

ANAKIN Palpatine doesn't think so.

She stares.

ANAKIN (CONT'D)
Is it so bad? Pride?

PADME Maybe not. Maybe if you deserve it.

ANAKIN Maybe I do.

Pursed lips. She points. The Furst is quickly getting away.

ANAKIN (CONT'D)
(Under his breath)
Damn.

Anakin hits the controls again.

ANAKIN (CONT'D)
Where's he going?

EXT. SPACE NEAR CORUSCANT

The Furst descends under the cloud cover, quickly followed by the A-Wing.

INT. A-WING

ANAKIN This doesn't make any sense. He knows we're going to catch him.

PADME Maybe we wants to be caught.

ANAKIN That's not it. He's-

PADME Wait! Anakin, the probes!

ANAKIN Uh oh.

EXT. SPACE NEAR CORUSCANT

The ships emerge under the clouds and into a latticework of probe droids. The Furst elegantly barrel-rolls between them. Its guns appear again. A few shots and the probes explode just as the A-Wing nears them.

INT. A-WING

ANAKIN No! No! Not the probes!.

His hands buzz frantically at the controls. An explosion flares next to him.

EXT. SPACE NEAR CORUSCANT

A hole erupts in the side of the A-Wing cockpit and Anakin's body flies out. He falls toward the planet.

INT. A-WING

PADME Well... you probably deserved that.

Padme Force-pushes the remains of the ship's half-destroyed cockpit enclosure away. She takes the controls and pushes hard, initiating a steep dive.

She glances up as The Furst passes overhead, away from the planet.

EXT. SPACE NEAR CORUSCANT

Anakin falls lifelessly toward the planet. As he nears the ground, the A-Wing swoops underneath. Anakin lands in the cockpit with a thud.

PADME Gotcha!

Padme guides the ship into a quick landing. She carries Anakin out and puts a hand to his forehead. His eyes flutter open and he looks at Padme.

ANAKIN You saved me.

PADME As usual.

Anakin focuses on the sky behind Padme.

ANAKIN Should have had him.

Padme purses her lips and turns to match his gaze. A gleaming flash and the Furst makes the jump to light speed.

ANAKIN (CONT'D)
I can't believe he blew up the probes! How are we going to find Obi Wan now?

Anakin reaches out in fury. The sky seems to darken. Nearby trees and rocks explode.

ANAKIN (CONT'D)
Argh!

PADME Anakin!

Padme stares at him.

ANAKIN I... should have listened to the Chancellor.

PADME What?

Anakin stares at her.

ANAKIN Nothing.

Anakin's heavy breathing slows as his anger dissipates. Under Padme's gaze, he closes his eyes.

PADME Anakin? Anakin? Come back to me.

Anakin's head lolls back. His eyes open, he notices something. His head turns. He stares.

ANAKIN What's that?

They peer at a cave in the mid-distance.

EXT. CORUSCANT

Anakin and Padme approach the cave entrance on foot. Anakin speaks in hushed, excited tones.

ANAKIN This is it - the cave from my dreams. I'm certain Obi Wan is here.

He eyes the edges of the cave.

ANAKIN (CONT'D)
Wait for me here.

PADME What? No! I'm going with you.

He stares at her with pained eyes.

ANAKIN Please.

Anakin glances down at her bulging belly.

ANAKIN (CONT'D)
(Pleading)
Please.

Padme places a hand on her abdomen. She smiles at Anakin.

PADME If it's a boy?

ANAKIN C'mon. Now?

PADME Give me something nice to think about while I'm waiting for you.

Anakin stares.

ANAKIN You go first.

PADME Fine.

She starts for him.

PADME (CONT'D)
If it's a...

He rolls his eyes. They've done this many times.

ANAKIN If it's a girl?

PADME Leia.

ANAKIN Why Leia?

PADME After my aunt - Shumadme Leiandriel Amidala.

Anakin allows a smile.

PADME (CONT'D)
Your turn. If it's a boy?

ANAKIN If it's a boy... Luke.

PADME Why Luke?

ANAKIN (Quietly)
When I was younger I imagined I had a friend named Luke when...

Padme tilts her head.

PADME When what?

ANAKIN Kids would run up the dunes near my home. They'd see my bruises. "Look! Look!" they'd shout. "His father beat him up again." Maybe they didn't know I could hear them. They'd run away laughing. I just...
stared at the suns. I'd tell myself -
they didn't say "Look," they said...
"Luke." It was Luke whose father hurt him. Luke who had the bruises. Luke who I would protect.

Padme is deeply saddened by this.

PADME That's not the story you told me last time.

He looks at her with adult eyes.

ANAKIN It's not an easy story to tell.

She nods.

ANAKIN (CONT'D)
Don't worry about me. I'll be right back.

She smiles.

PADME I know.

She watches as Anakin turns and walks into the cave.

INT. BLACK SUN CAVE ON CORUSCANT

Anakin draws his cloak close and pulls the hood about his head. He walks with calm purpose through the cave.

Half metallic snake-like creatures slither and jump along the cave walls, tongues flicking. Their milk white eyes swirl in their sockets.

He approaches a huge metal door. A panel slides open,
revealing a screen. It tilts toward Anakin, registering him. The door opens.

Anakin steps through.

INT. BLACK SUN CAVE ON CORUSCANT

Two RODIAN GUARDS approach Anakin. They peer under his hood,
squeaking in their piggish tongue. Anakin pushes one to the side and continues walking.

It comes back, pushing against him. Anakin gives the Rodian more attention. It grunts and tries to push Anakin backward.

With the flick of a finger, the Rodian is launched into the air, slamming into the wall. He slumps to the floor.

The other Rodian turns to run but he rises in the air, feet churning. The Rodian tries to turn and see his captor.

Anakin stares at him, struggling in the air.

ANAKIN Bah!

The Rodian is dropped to the ground. He flees.

Anakin proceeds further. BUB NUROC MAM, a Mon Calamari majordormo, approaches.

BUB How did you find this place, Jedi?

Anakin continues walking. He does not acknowledge Bub, who falls in next to him.

BUB (CONT'D)
You walk slow, for one so young. Perhaps you know the danger you face. Black Sun put much effort into this deception. You will not leave here,
young Skywalker.

Anakin stops and turns. He raises a hand toward Bub.

ANAKIN Take me to your master, now.

Bub looks at the hand and scoffs.

BUB You are weak, Jedi. Your mind tricks will not work on me.

Anakin reaches for his lightsaber.

BUB (CONT'D)
Do not draw your weapon against me,
boy! Striking a defenseless servant? How dare you?

Anakin pauses, studying Bub.

ANAKIN You are not frightened?

BUB Of course not. We are not the simple fools the Jedi imagine when they reject uuuuus!

Bub is lifted in the air. He floats in front of Anakin. Bub whispers furiously at this affront.

BUB (CONT'D)
Put me down! Show some civility,
even at the end, Jedi. There is no moment so great one must lose his decorum.

Bub straightens his jacket.

Anakin starts walking. Bub remains in the air.

BUB (CONT'D)
The Jedi have fallen farther than I knew!
(To himself)
To think, I once served their kind. The Black Sun brotherhood shows far more respect.
(To Anakin)
I will not forget this affront! I will tell others of your cruelty,
Anakin Skywalker! They will shake their heads in disgust when they hear your name. You bring shame upon the Jedi this day Ana- uck! Uck. Uck.

Bub is cut off as he starts choking. He eyes bulge with fear. He claws at his throat. Anakin does not look back.

ANAKIN Names lose their meaning.

Anakin continues walking. The sounds of Bub landing hard on the ground and groaning in pain trail off in the distance.

Anakin disappears into the distance.

On the wet ground, a critter - a cross between a mole and a frog - darts along. Smelling something, it digs furiously with webbed claws. Unearthing a rotten piece of half-eaten fruit, it sits up on its hind legs, admiring the prize.

Half metallic, snake-like creatures descend in a torrent of teeth and claws, ripping the creature to shreds. The fruit falls back to the earth.

INT. JEDI TEMPLE ON THE CORUSCANT MOON

MACE WINDU and Master PLO KOON stare through an interior window.

PLO KOON This is most unusual, master.

Windu raises an eyebrow.

MACE WINDU It is not our place to question.

PLO KOON But master, couldn't this be a trap?

MACE WINDU The deceived cling to their beliefs as strongly as the enlightened,
master Plo Koon; at least they might someday learn of their mistake.

He starts to leave, turning back to Plo Koon as he departs.

MACE WINDU (CONT'D)
Everything is a trap.

Plo Koon watches Windu walk away.

PLO KOON Hmph.

He turns back to the window. A dark shadow shines in the glass.

INT. JEDI TEMPLE ON THE CORUSCANT MOON

DARTH VADER's helmet sits silently on a shelf.

MAUL (O.S.)
What is it?

YODA (O.S.)
A Penury. The first Penury, it is believed.

MAUL (O.S.)
It seems... alive.

YODA (O.S.)
Strong with the Force, Penuries.
Artifacts, from a time when, between Jedi and Sith, there was no distinction.

MAUL (O.S.)
I do not know of this time.

YODA (O.S.)
Early Force users, not unlike the Black Sun, found Penuries on planets across the galaxy. When worn, they bring calm, but not peace, clarity,
but not comfort. For those that would become Jedi, refuse to wear them they did. For those who would become Sith, a path toward the Dark Side, the Penuries were.

MAUL (O.S.)
The Penuries turn people to the Dark Side?

YODA (O.S.)
Or does the path to the Dark Side lead to the Penury?

MAUL (O.S.)
I do not find myself drawn to this Penury.

YODA (O.S.)
Perhaps the Dark Side holds not for you what it once did. Or, perhaps different, this first Penury is.

MAUL (O.S.)
Why do you have it?

YODA (O.S.)
We found it when we first arrived on the Coruscant moon. One of the few things to survive the Temple's destruction it was. Like you. He he.

Beat.

INT. JEDI TEMPLE ON THE CORUSCANT MOON

Yoda sits, cross-legged on a stool. Maul leans heavily against a wall. He eyes a nearby chair. Yoda turns his gaze from the Penury.

YODA Sit, you could.

MAUL Let's continue.

YODA Droid legs, made for you we have. No shame in using them.

Maul's gaze hovers on the Penury.

MAUL No. I have told you this before. No false parts.

Maul stands straighter, barely holding the wall for balance with his one hand.

YODA Good. Good. Great perseverance you have. A Jedi trait, that is.

Maul eyes Yoda suspiciously.

MAUL The Sith are dedicated as well.

YODA He he. Persistence and fear of failing - not the same.

Maul purses his lips.

MAUL I may never fully understand all these small distinctions. The Sith do not place such emphasis on wordplay.

Yoda grows serious.

YODA Yes. Part of their deception... Always easier, an unexamined decision.

MAUL It was that sort of decision that brought me here.

YODA Was it?

Beat.

MAUL There is little about that time I understand. I have traveled the Skywalk before, but it never spoke to me as it did that day.

YODA Your arrival, saw it with you, I did.

Maul's eyebrows raise.

MAUL M-

Yoda raises one hand.

YODA You may not call me Master. Come,
come. Continue your training.

Maul stares.

MAUL There is much I could share-

Yoda cuts across him.

YODA No. Gain retribution by telling me of your old master you could, but sacrifice all of your training. Let us not speak of this again.

MAUL What will I call you?

YODA Time for that, there will be. The wall, away from it you must move. Toward me. Balance. Balance.

Maul teeters and finds a one-legged stance. He strains, and closes his eyes.

YODA (CONT'D)
Good. Through the Force, balance you will find.

The strain shows on Maul's face.

MAUL I cannot stand in once place forever...

YODA Learn to stand first. Then, walk.

Maul opens his eyes. He wobbles.

MAUL You are not serious.

YODA The Force makes all things possible. Why not this?

MAUL But you have never seen someone walk with...

He waves a hand at his missing leg.

YODA Through the Force, connected you are,
with the floor, the wall, the lake,
the land.

MAUL You ask me to believe I can do something no one else has done.

Still cross-legged, Yoda rises from his chair. He floats effortlessly in front of Maul.

YODA You are here. Do something no one else has done, you already have.

Maul teeters further, then collapses to the ground. He stares up at Yoda.

MAUL I do not want to believe I can do something only to learn I cannot. I have been ensnared before, by belief.

Yoda floats down to Maul's level.

YODA Belief, beguile - these things matter little. Do, and believe it can be done. Now, persist we must.

Yoda reaches out a hand. Maul stares at it, then reaches back with his own. Yoda rises, pulling Maul to a standing position. He helps Maul back to the wall and lets go. He floats back to his chair.

The Penury watches silently from across the room.

EXT. BLACK SUN CAVE ON CORUSCANT

Padme paces back and forth in front of the cave. She peers out to the ship in the distance.

PADME Hm.

She reaches out with the Force. The ship lifts up and floats toward her. She places it by the cave and begins to repair the broken areas along the side.

She mutters to herself while she works.

PADME (CONT'D)
(Sarcastic)
Stay behind, Padme. Rest, Padme. The baby will be here soon, Padme,
then you can join the fight. Don't be reckless, Padme. Your mother stayed in bed the entire time she was pregnant with you.

She pauses to wipe her brow. She looks at her bulging stomach and leans heavily against the ship.

Above, dark clouds roll in, blocking the moon.

PADME (CONT'D)
Good for you mom. A real hero-
Ughnnn...

Both hands shoot to her head. A whisper carries through the dense air.

Padme.

INT. PALPATINE'S OFFICES ON CORUSCANT

Sidious sits cross-legged on his meditation pad. His eyes roll back in his head; lids flutter and twitch. He speaks in whispery, deep tones.

SIDIOUS Padme. He will betray you, Padme. You must join me, Padme. Only together will we be able to stop him.

EXT. BLACK SUN CAVE ON CORUSCANT

Padme falls to her knees, still clutching her head. Her jaw clenches as she struggles.

PADME Get... out... of... my... head!

Sidious's voice echoes through the air.

SIDIOUS (V.O.)
His anger will be his undoing, Padme. As was done to him, he will do to the child.

PADME No!

She collapses on the ground, rolling in pain.

INT. PALPATINE'S OFFICES ON CORUSCANT

SIDIOUS Resistance causes more pain. Join me.

EXT. BLACK SUN CAVE ON CORUSCANT

Padme gasps in agony. She clutches at her belly.

SIDIOUS (V.O.)
Protect the child.

She screams in pain.

PADME Ah!

From her belly, circles of blue light pulsate outward. A low frequency whump whump follows the light as it stretches out in waves of neon blue. Padme breathes more easily.

INT. PALPATINE'S OFFICES ON CORUSCANT

Blue bands of light pulse through the room, slamming into Sidious. He is rocked back in his sitting position as the waves pound against him. He grits his teeth in pain.

SIDIOUS You are powerful, young Jedi.

He groans under another wave of blue light.

SIDIOUS (CONT'D)
Imagine our combined might. It is useless to resist.

He gains control over the pain. Around him, small bolts of lightning swirl and crackle.

EXT. BLACK SUN CAVE ON CORUSCANT

Padme has lifted herself onto all fours.

SIDIOUS (V.O.)
Join me, Padme, or die.

The sky darkens further. Lightning flashes in the hot air above. Padme falls to the ground, screaming out in new pain.

PADME Ah!

SIDIOUS (V.O.)
Save the child, Padme. Join me.

She can barely speak through the pain.

PADME Never. Never.

Two circles of light surge from her belly, one blue, one green. Whump whump, whump whump.

INT. PALPATINE'S OFFICES ON CORUSCANT

SIDIOUS You will suffer for your lack of visionnnnn!

Luminous bands of green and blue pulse rapidly through the quarters, slamming into Sidious and launching him through the air. He crashes into the wall and is pinned there as the waves flow over him.

He screams in pain.

SIDIOUS (CONT'D)
Ah!

The waves stop and Sidious slides down the side of the wall. He lands, breathing heavily. He looks forward, his face pure evil. He crawls to a communicator and presses a button. A hologram of Count Dooku appears.

DOOKU Master?

Sidious's speaks in a low growl.

SIDIOUS Return to me. Use the tunnels. Tell no one of your whereabouts.

Dooku takes an aloof tone.

DOOKU Are you... all right, my master?

Sidious sneers.

SIDIOUS Of course.

Dooku eyes him sharply as he ends the communication.

He crawls slowly to the meditation pad and collapses, rolling onto his back. Heavy breaths rattle in his throat.

EXT. BLACK SUN CAVE ON CORUSCANT

The clouds lift and the moon shines down again. Padme uses the ship to climb to her feet.

She cradles her belly again, staring at it curiously.

INT. BLACK SUN CAVE ON CORUSCANT

Anakin rounds a corner and arrives at a huge door. A raised hand and the door slides slowly upward. Anakin steps through.

Inside, OOWAKU and Dooku clones of varying quality bustle about. The clones look up in unison at Anakin's arrival.

OOWAKU Anakin Skywalker. We would be honored if you would join your friend at our table.

Anakin's eyes rest on Obi Wan, unconscious on his gurney.

ANAKIN Bring Kenobi to me, clone, and perhaps I will not destroy you.

Oowaku looks past Anakin.

OOWAKU You are alone?

Anakin scans the nearly identical series of clones scattered through the room.

ANAKIN One of me is enough.

Oowaku's face curls into a snarl.

OOWAKU You will pay for your insolence,
Skywalker. We are not so vain as the Jedi.

He motions and a door slides open. Obi Wan clones rush out,
igniting their lightsabers and leaping toward Anakin.

Unmoved, Anakin shrugs off his cloak and ignites his own lightsaber. He Force pushes the Obi Wan clones and they fly back, slamming against a wall. They get up, slowly.

The Dooku form a loose line. Each raises a hand and a shower of Force lightning rockets toward Anakin.

Shielding his eyes, Anakin raises his lightsaber and absorbs the lightning within it.

Oowaku swallows hard and eyes a nearby console.

ANAKIN Thinking of sending a distress signal, clone? No one will help you this time!

Anakin whips his lightsaber like a frisbee. The absorbed Force lightning spews from it; bolts arc and dance through the room, clones burst as they are hit with the deadly blasts.

Oowaku runs toward Anakin.

ANAKIN (CONT'D)
Now we see who pays the price for insolence. You mistake vanity for pride. I'll allow you to decide if I've earned it.

Oowaku closes in on Anakin. A flick of his wrist and Anakin summons the lightsaber from Oowaku's hand. Oowaku pulls up,
defenseless.

OOWAKU It is true, you are powerful Skywalker.

He eyes the console again.

OOWAKU (CONT'D)
Were my father here he would have a great many things to tell you. A great many things.

He raises his arms.

OOWAKU (CONT'D)
Take me captive, master Jedi. There is much knowledge I could share. I am at your mercy.

Anakin tosses Oowaku's lightsaber to the side.

ANAKIN My mercy...

OOWAKU The Jedi are not destroyers.

Oowaku slyly eyes a door to his right. He flips a finger. More Obi Wan clones pour out. They leap toward Anakin.

Still staring at Oowaku, Anakin raises his free hand and the Obi Wan clones hang in the air. They drop their sabers as they start choking.

Anakin walks toward Oowaku, who slowly retreats.

ANAKIN You would use my own mercy against me.

OOWAKU A mistake. I see now what is truly before me. We have underestimated you.

Oowaku runs out of room. Anakin has him pinned to a wall. His words are calm but freezing cold, laced with aggression.

ANAKIN Your lies trouble me, clone. A Jedi is rewarded for his compassion, but I have none for you.

Oowaku is terrified.

OOWAKU Please. Please. There is no justice in killing me.

Anakin looks at Obi Wan, who stirs in his gurney, then turns to Oowaku.

ANAKIN Do you know what justice is without mercy?

Oowaku's answer contains as much confusion as fear.

OOWAKU What?

Anakin smiles. With a motion too fast to follow, he blasts a hole in Oowaku's chest with a massive Force push. Oowaku's body slumps to the earth.

Obi Wan blinks his eyes open. Through a drugged haze, he sees copies of himself hanging in the air, struggling to breathe. He watches Anakin undo his bonds. He sees each clone fall to the ground, dead, as Anakin chokes the life from them.

He passes out.

EXT. BLACK SUN CAVE ON CORUSCANT

Anakin emerges from the cave, carrying Obi Wan. Padme lowers the ship toward him. All inside, they blast off toward the Jedi moon.

INT. THE BELLUM - TARKIN'S OFFICES

GENERAL TARKIN pours over a three-dimensional plan of a globe with a half circle carved out of one section. He pays particular attention to a series of power readouts hovering by the globe.

COMMANDER OZZEL enters. Tarkin does not look up.

OZZEL General.

TARKIN What is it?

OZZEL Chancellor Palpatine, sir.

Tarkin looks up.

TARKIN Tell Commander Cody to join me in my ready room.

OZZEL Sir.

INT. THE BELLUM - TARKIN'S READY ROOM

Cody studies a series of blasters mounted on the wall of the ready room, aligned smallest to largest. The largest is more cannon than blaster. The door opens and Tarkin briskly enters the room.

CODY Sir.

TARKIN Say nothing.

Tarkin gives the signal and the transmission begins. The room seems to shrink as Palpatine's visage projects above them.

TARKIN (CONT'D)
Forgive the delay, Chancellor.

PALPATINE The day we have been waiting for is upon us, General. The end of the Jedi grows near.

Tarkin looks hungrily at Palpatine's image.

TARKIN The Senate issues a new order?

PALPATINE The Senate does not know what we do,
General. With the Jedi, we can no longer tell friend from foe. The clones are everywhere.

TARKIN But without the order-

PALPATINE We face an enemy that may have already penetrated the Senate,
bending their will, instilling mistrust... fear. Their power blocks us from executing this war, from bringing the full firepower of your military might to bear. The Jedi trust only their own. It is time the apparatus we have constructed takes its rightful place in the galaxy,
General. Wouldn't you agree?

Tarkin considers this, looking for a way through.

TARKIN If the Senate is truly compromised the military must restore order.

PALPATINE Good, General, good. I am glad we agree. The clones were the practice you needed. Are you troops ready to take on a real Jedi?

Tarkin turns to Cody, who nods.

TARKIN They are. But sir, how will we fight Grievous and the Jedi at the same time?

PALPATINE My spies have learned of Grievous's location. I will send the Jedi to him. Take your troops to the Mustafar system and await my orders. The Jedi will destroy Grievous, and you them. Without Grievous, The Black Sun will scatter, and you will hunt them down, one by one.

TARKIN Yes, sir. And Count Dooku?

PALPATINE Do not concern yourself with the cloner. I have something special planned for him. Now go, Admiral Tarkin.

Palpatine smiles a wicked grin.

PALPATINE (CONT'D)
And may the Force be with you.

Palpatine's image fades. Tarkin grunts, and turns to Cody.

CODY Do you trust him?

TARKIN I have never known him to be wrong. But it does not matter, we have our orders. Prepare your men, Commander. The Jedi may already sense they walk into a trap. We must be ready.

CODY Yes...

Cody smiles.

CODY (CONT'D)
Admiral.

Tarkin allows a slight nod. Cody exits. Tarkin presses a button on the communication console.

TARKIN Commander Ozzel.

OZZEL Yes, sir.

TARKIN Is it ready?

OZZEL Energy outputs are greater than anticipated. We need more time to analyze the-

TARKIN There is no more time, Commander. Have it prepped and ready by dawn.

OZZEL Yes, sir.

INT. JEDI TEMPLE ON THE CORUSCANT MOON

Anakin, Padme, R2D2, and C3PO follow a floating gurney holding Obi Wan Kenobi into the Jedi temple. Kenobi leans to the side, chin on fist, with an exasperated look. Droids and alien medical helpers rush over to poke and prod.

OBI WAN I'm fine. I'm fine!

He tries to get up but is pushed down firmly by a bulky restraining droid.

OBI WAN (CONT'D)
I can walk. I blurrrgmmb.

Something is shoved in his mouth. A droid begins to shave his head; another his face. Threepio and R2D2 watch closely.

THREEPIO I hear you never forget feeling each clone growing and leaving your body.

R2 produces a low whine.

THREEPIO (CONT'D)
No I don't think you can clone a droid.

R2 turns to another gleaming protocol droid, nearly identical looking to Threepio. Threepio does a double take as he follows R2's gaze. The protocol droids stare at one another,
then the interloper walks off with a disdainful huff. R2 honks.

THREEPIO (CONT'D)
That... That's not the same at all! I've seen things that protocol droid will never know!

R2 chortles.

THREEPIO (CONT'D)
What do you mean you can't tell us apart?

R2 twirls and beeps.

THREEPIO (CONT'D)
You little... If anything he's a copy of me.

More beeps.

THREEPIO (CONT'D)
No, I don't think anyone would try to copy you.

R2 groans.

THREEPIO (CONT'D)
No, I don't want more than one of you around either.

R2 moans.

THREEPIO (CONT'D)
Well, Master Anakin and Mistress Padme must feel the same way.

R2 squeaks.

THREEPIO (CONT'D)
Yes that probably is why they haven't brought us with them on their adventures lately.

A resigned digital exhale. Threepio looks at Anakin, who stares stonily at Obi Wan.

THREEPIO (CONT'D)
No, I don't expect they will change their minds.

INT. JEDI TEMPLE ON THE CORUSCANT MOON

Yoda, Mace Windu, Plo Koon, and a number of other Jedi masters mull around one of the temple's upper levels. Maul sits in a chair in the back of the room, removed from the rest.

The masters watch the younger Jedi eating together at tables on the Temple floor. Many gather around Anakin and Padme.

The masters turn as Obi Wan enters the upper level. Maul raises an eyebrow. Yoda approaches Kenobi and grasps his hand.

YODA Master Kenobi. Feared you were gone forever, we did.

OBI WAN As did I.

Windu approaches and skeptically looks Obi Wan up and down.

OBI WAN (CONT'D)
I assure you, it's truly me.

Windu doesn't look convinced. Yoda looks back and forth between the two men.

YODA Of that we have no doubt, Master Kenobi.

Windu seems to relent.

MACE WINDU What does it feel like?

Obi Wan grows solemn, looks down.

OBI WAN Like you're split in half. Like all the good and all the darkness in you are copied, then cut from your mind. You think all that darkness must be part of the process, must be how he makes a copy that's not truly you. But then you think...

Obi Wan makes eye contact with Windu. Maul watches carefully.

OBI WAN (CONT'D)
That darkness must have come from somewhere.

Beat.

YODA Powerful is Dooku. In time the contradictions sort themselves. How we learn who we are, this is.

Obi Wan digests this.

WINDU Light or dark, you better get used to hiding. Your face is famous throughout the galaxy. You will be hunted.

YODA Not alone, is Obi Wan. Many Jedi are now feared to be clones.

Windu snorts. Obi Wan changes the subject.

OBI WAN Where is Anakin? I have not yet been able to thank him.

Windu looks toward the younger Jedi. His brow furrows.

WINDU He's... Who is that?

They all stare. See Threepio escorts SHMI SKYWALKER into the lower level of the temple. Padme notices and puts a hand on Anakin's shoulder. He turns and runs to his mother.

PLO KOON Anakin's mother. She arrived earlier.

WINDU But why?

Koon fights back emotions uncommon in a Jedi. Anakin and Shmi break their embrace. He points to a breathing device protruding from her chest, lodged in her neck.

PLO KOON A wasting disease.

Shmi pulls up her pants and knocks on a mechanical leg. Anakin looks at the leg, then studies her with wide eyes.

A head tilt. A sad smile.

PLO KOON (CONT'D)
She... doesn't have much time left.

Shmi hugs Padme and places a hand on her belly. Obi Wan turns to leave. Windu puts on a hand on his shoulder to stop him.

WINDU Where are you going?

OBI WAN To help. To comfort-

Windu cuts across him.

WINDU This is why we do not take Jedi as late in life as we took Anakin. Your compassion only prolongs the pain. Nothing will delay the inevitable.

Obi Wan studies Windu.

OBI WAN Again you would have me remain distant. What is this life you want for me, Master Windu? Hidden...
feelings buried... mercil-

WINDU A Jedi's life, Kenobi. You have endured much for our cause. Piece yourself back together, then worry about others. Anakin must do the same, and learn to handle things on his own.

Obi Wan looks down at Anakin, who appears frozen, staring at Shmi.

Maul's derisive expression changes to surprise when Yoda puts a hand on the railing and leaps the huge distance to the temple floor, landing in front of Shmi.

Yoda extends a hand. She takes it and he walks her out of the main room. Padme walks with them, turning to look back at Anakin, who does not move. R2 and Threepio rush after her.

INT. JEDI TEMPLE ON THE CORUSCANT MOON

Shmi sits on a bed in a sparse room, brushing out her long hair. Padme watches her from the doorway, eyes firmly planted somewhere near Shmi's forehead.

She is upbeat, but struggles to breathe as she talks.

SHMI It's horrible looking, I know. We don't have to pretend my little invention is invisible.

Padme allows her eyes to scan the breathing device. It protrudes from her neck like a shelf.

PADME How does it work?

SHMI My lungs were the first to fade. This-

She runs a hand down the length of her chest.

SHMI (CONT'D)
Keeps them going. For a while longer, anyway.

Padme blinks. Shmi smiles kindly.

SHMI (CONT'D)
Where is Anakin?

PADME He's...

She looks back.

PADME (CONT'D)
I'm not sure, actually. He's been so... distant lately.

SHMI Mm. A bit of his father in him.

Padme offers a nervous laugh.

PADME Not too much-

She looks down at her belly.

PADME (CONT'D)
I hope.

Shmi smiles.

SHMI No too much. Have you thought of a name?

PADME It's funny how important that is to everyone.

SHMI My apologies. I was not trying to pry.

She brushes with more force.

PADME Oh! No, I didn't mean that.

Padme sits next to her on the bed.

PADME (CONT'D)
It's just what people always ask. Names matter, I guess.

Shmi nods.

SHMI They do. So do you have one?

Padme smiles.

PADME Anakin and I have a game.

SHMI That sounds right.

PADME If it's a girl, I get to name her. Leia, after my aunt.

SHMI Leia. It's beautiful. And if it's a boy? Anakin names him?

PADME Uh huh.

SHMI So? What is it?

Beat.

PADME Luke. Always Luke.

Shmi's brow furrows.

SHMI He told you about Luke?

Padme is surprised.

PADME You know? He said he never told anyone. He said Luke was imaginary. Sometimes Anakin pretends he's Luke,
sometimes he pretends Luke is someone the other kids make fun of. I don't know... the story keeps changing.

SHMI Hm. Luke is real. Was real, I guess. Luke Lars. The neighbor's kid, when we all lived together on Tatooine. He was the son of a younger couple that lived near us. He and Anakin used to play together,
I think. I... wasn't around much.

She looks into this distance.

SHMI (CONT'D)
It's a sad story. Luke died. He was just a child. Some kind of accident. I haven't thought about that in a long time. As a parent, I can't imagine seeing...

She trails off. Padme looks confused. Shmi smiles.

SHMI (CONT'D)
Anakin is lucky to have you.

Padme manages a weak smile.

INT. THE SENATE ON CORUSCANT

The sounds of Bail Organa's boots hitting marble echo as he rushes through the empty Senate halls.

INT. SENATE CLOSED SESSION ON CORUSCANT

Palpatine surveys a small group of Senators dully watching him across a long table. He smiles.

PALPATINE An excellent point, Senator Binks. If we can find no way to shut down the Skywalk lattice, we should consider destroying the planets that connect it.

SENATOR BINKS melts into an open-faced smile. The other Senators nod with approval. The nearest pat Binks on the back.

PALPATINE (CONT'D)
But how to destroy an entire planet?

The door bursts open. Bail Organa briskly enters the room. Palpatine raises an eyebrow.

PALPATINE (CONT'D)
Senator Organa. This is a closed session of the Senate War Committee. You are interrupting.

The senators snort and huff in support of Palpatine.

BAIL A body of which I am a member, if you recall.

Palpatine eyes Bail closely.

PALPATINE You have returned?

BAIL I have.

PALPATINE I see. Senator Binks has been providing counsel in your absence.

Palpatine turns toward Binks.

PALPATINE (CONT'D)
Leave us.

The open-mouth smile turns to an open-mouth frown. He turns to the other the Senators, who suddenly find something else to look at.

Bail watches as Binks quickly exits. He takes a seat.

PALPATINE (CONT'D)
Well then. Shall we continue our discussion of planetary annihilation?

EXT. THE SKYWALK ON TATOOINE

In formation, dozens of Black Sun warriors, Dooku clones, and Obi Wan clones leap the Skywalk, vanishing as they reach the top.

EXT. SKYWALK ON NABOO - EVENING

The warriors and clones emerge on the Naboo end of the Skywalk. They form up. A bulky Black Sun soldier speaks into a communicator.

BULKY BLACK SUN SOLDIER We are in position. Begin your assault, commander.

He looks up.

EXT. NABOO - EVENING

Cody lowers goggles from his face. A gang of well-equipped Stormtroopers moves restlessly behind him. He leans toward a nearby commander.

CODY It's time. Signal the fleet. We'll move in against the clones.

The commander relays a signal. The troops jump on speeders.

EXT. SPACE NEAR NABOO

Black Sun command vessels emerge from hyperspace. Fighters stream from the ships and head toward the planet.

INT. BLACK SUN COMMAND SHIP - THE MOROS

An older DOOKU CLONE CAPTAIN survey Black Sun commanders operating the ship.

DOOKU CLONE CAPTAIN General Grievous was correct. The battle on Alderaan took a heavy toll on the Republic. Naboo is vulnerable, ready for the taking.

NEARBY BLACK SUN COMMANDER Yes, sir. Shall I begin the landing sequence?

DOOKU CLONE CAPTAIN Yes, commander. Wait. Wait.

He leans over and squints at a view screen.

DOOKU CLONE CAPTAIN (CONT'D)
What is that?

They both look instinctively out the massive center window.

A ship unlike any other emerges from hyperspace. Its rear half is made up of the prodigious engines of a Star Destroyer. Its front is a massive disc, mounted on a complex fuselage.

The Dooku Clone Captain turns grim.

DOOKU CLONE CAPTAIN (CONT'D)
Raise the shields.

EXT. SPACE NEAR NABOO

Star Destroyers emerge from hyperspace behind the strange ship. The fan out but do not engage.

INT. THE BELLUM - COMMAND CENTER

Tarkin watches the strange ship turn toward one of the Black Sun command vessels. Stormtroopers and other commanders bustle about.

TARKIN Target the forward command vessel,
captain.

OZZEL Yes, sir.

Ozzel conveys the signal.

EXT. SPACE NEAR NABOO

The disc of the strange ship pulsates with electricity. Fully powered, an enormous burst of green energy spews from the disc, cutting through the nearest Black Sun command vessel, which instantly explodes.

INT. BLACK SUN COMMAND SHIP - THE MOROS

Alarms blare. Alert lights swirl. The Dooku Clone Captian stands back, stunned.

DOOKU CLONE CAPTAIN Reposition the fleet! All forward firepower toward that... thing.

INT. THE BELLUM - COMMAND CENTER

Leaning forward to get a good view, Tarkin glows with evil pride as the Black Sun ship explodes. Controlling his excitement, he stands upright and walks to the exit.

TARKIN Fire at will, Captain. I'll be in my ready room, briefing the Chancellor on our victory.

Tarkin reaches the door to lift. He enters, and turns.

OZZEL Sir?

About to hit a button, Tarkin pauses.

TARKIN What is it, Commander?

Ozzel shrinks under Tarkin's steely glare.

OZZEL It's just... I've never seen anything like it. What... what do we call it,
sir?

Tarkin takes another look out the viewer and at the strange ship, which is cutting through another Black Sun command vessel.

TARKIN Mm. It does need a name. I'll give it some thought. In the meantime, we know what the Black Sun will be calling it.

OZZEL What's that, sir?

Tarkin presses the button. The door closes.

TARKIN Death, Captain.

EXT. NABOO - EVENING

Black Sun warriors and clones crest a small hill and pause. The Naboo capital dots the horizon. From nowhere, a laser blast takes down a clone. Then another.

A wave of Stormtroopers comes from each side. The warriors ignite lightsabers to block the blaster bolts but they are outnumbered, and pushed back.

BULKY BLACK SUN COMMANDER It's a trap! Fall back to the Skywalk!

The troops protect themselves as they move tentatively backward.

Cody leads the troops in the offensive.

CODY Keep pushing them back!

He talks into a wrist communicator.

CODY (CONT'D)
Get ready commander. Steady. Steady. Now!

Speeders emerge over the rolling Naboo hills. They reach the Skywalk along with the Black Sun.

Stormtroopers jump off and set up their shield generators,
blocking the Skywalk just the Black Sun troops begin jumping. Trapped, they fall quickly under the onslaught from the well trained troops.

Cody speaks again into a communicator.

CODY (CONT'D)
It won't be long now, Admiral.

Tarkin's image floats atop Cody's wrist communicator.

TARKIN Good work, commander. We are done here. Finish up and rejoin the fleet. We have new orders.

CODY Yes sir. Those discs will win us the war, sir.

Tarkin appraises Cody.

TARKIN Troopers win the war, Commander. You have worked hard for this day. Do not forget.

Cody swells with pride.

CODY Yes, sir!

The communication ends. Cody rejoins the very one-sided battle.

INT. PALPATINE'S RESIDENCE ON CORUSCANT

Anakin sits on Palpatine's meditation pad, breathing deeply. His eyes flash open as he inhales sharply. Palpatine enters.

PALPATINE Anakin? I did not know you were here.

Anakin takes a moment to register Palpatine's presence.

ANAKIN I saw Grievous, dead. And... many others.

Palpatine closes his eyes and concentrates.

PALPATINE The future. The war draws to an end. My spies know of Grievous's location. The Jedi will take a legion of my best men and destroy his base. The Black Sun will scatter.

Anakin rises.

PALPATINE (CONT'D)
Where are you going?

ANAKIN You were right, Lord Sidious. I did not know the power of the Dark Side.

Palpatine appraises Anakin. Anakin begins to leave.

ANAKIN (CONT'D)
I must join the Jedi. Grievous is cunning. They will need me.

Palpatine starts toward Anakin.

PALPATINE Anakin-

Anakin turns.

PALPATINE (CONT'D)
Be mindful, Anakin. Grievous... will have laid many traps.

ANAKIN I will return.

PALPATINE Anakin.

ANAKIN Yes?

PALPATINE The longer you wait to choose a side,
the more others choose it for you.

Anakin turns back toward Palpatine.

ANAKIN You have been a great mentor to me,
my lord. The Force calls me to continue my training with you.

Palpatine smiles something kinder than he's used to.

ANAKIN (CONT'D)
But...

Anakin struggles to find the words. He whispers.

ANAKIN (CONT'D)
She would not do what I have done.

PALPATINE She is powerful, Anakin. She could be a great ally. Look at me. I am old. My life's work draws to an end. You have said you do not wish to rule. You have great insight into your feelings, Anakin. But together,
you and she... your family would be unstoppable.

Anakin stares into the distance, as if a vision plays in front of him.

ANAKIN Would she join us?

PALPATINE An incredible thing happens when you forgo distinctions of good and evil,
wouldn't you say?

Anakin stares for a moment.

ANAKIN I would.

Palpatine smiles again. Anakin turns, and leaves. Palpatine watches him go. He presses a button on a console.

PALPATINE Enter.

Count Dooku enters the chambers. He raises an eyebrow.

DOOKU Lord Sidious?

PALPATINE Anakin did not sense your presence. He joins the Jedi in their mission to confront Grievous.

COUNT DOOKU Does he know he is but a pawn?

Palpatine appraises Dooku.

PALPATINE Few who are do, until it is too late. The untrained ear hears the echo of the self before the eye has a chance to see, even in a dark time. Now,
go. She is powerful. A lifetime of planning depends on these few moments.

COUNT DOOKU Surely the prophecy foretells of this moment, my master. She is but a girl. I will return shortly. One less obstacle in your way.

Dooku leaves. Palpatine shines his wicked smile.

PALPATINE One less, my old apprentice.

His hands absently float to a cloak pocket.

PALPATINE (CONT'D)
A lifetime of planning...

He pulls his half of the holocron and turns it in his fingers as he looks upon it.

PALPATINE (CONT'D)
If you knew only half the prophecy were mine, would you follow so eagerly, Dooku? Would your clones turn against you if they knew I am no closer to finding the other half?

He sits on his meditation pad.

PALPATINE (CONT'D)
Is this what you meant when you said I was not ready, my master? It is within my power to blind so many others. In their darkness, I search for my own sight.

He frowns, and shoves the holocron back in his pocket. He closes his eyes.

PALPATINE (CONT'D)
Dark is my vision.

He breathes deeply.

INT. OUTSIDE PALPATINE'S RESIDENCE ON CORUSCANT

Bail Organa removes a listening device from the wall. Briskly exiting, he breaks into a run.

INT. BLACK SUN COMMAND ON MUSTAFAR

GENERAL GRIEVOUS talks to a hologram of the Dooku Clone Captain. Obi Wan and Dooku clones mill about. Black Sun troops line the walls of the base.

DOOKU CLONE CAPTAIN Sir, you must send reinforcements. They... have a new weapon. A disc containing firepower with no equal mounted to a Star Destroyer. Our shields are useless. Our ships fall.

GRIEVOUS What of the battle on the planet?

DOOKU CLONE CAPTAIN Lost sir. Our forces were overwhelmed, boxed in. The Stormtroopers grow more effective.

GRIEVOUS We were betrayed, Captain.

DOOKU CLONE CAPTAIN Sir?

GRIEVOUS Plans for the discs we used to set Coruscant into motion were given to me by a withered old man. He said he took great interest in seeing the Black Sun claim their rightful place in the galaxy. His vision was...
intoxicating. Now the Republic uses the power of these discs against us. I was... so naive.

DOOKU CLONE CAPTAIN Who was this man?

Grievous scans the Dooku and Obi Wan clones.

GRIEVOUS He could have been anyone. Everyone.

Grevious looks back at the Captain.

GRIEVOUS (CONT'D)
I am recalling the fleet, Captain. I am sorry I cannot help you further. You have fought bravely, but our alliance no longer serves my purpose. Perhaps it never did.

Before the Dooku clone can muster anything beyond shock,
Grievous ends the transmission.

Grievous places a hand to a small communicator attached to his head. He speaks softly.

GRIEVOUS (CONT'D)
Now.

Instantly, the Black Sun troops lining the base walls burst into action. They are upon the Obi Wan and Dooku clones before they can act, cutting them down with lightsabers and guns. It is over as quickly as it started.

A GRIZZLED BLACK SUN COMMANDER approaches Grievous.

GRIZZLED BLACK SUN COMMANDER What of the rest of the clones, sir?

GRIEVOUS Move them to the forward position. Command the fleet to protect the planet. Let the clones absorb the initial waves. Recall the true Black Sun to this base.

INT. JEDI TEMPLE ON THE CORUSCANT MOON - READY ROOM

Yoda addresses the Jedi Council. Obi Wan, Windu, Anakin,
Padme, and the others are there. Maul sits in a corner. Yoda addresses a rotating image of the Mustafar system.

YODA Confirmed the Chancellor's report we have. Grievous is on Mustafar. The Jedi will rendezvous with the Republic Army. Lead the attack, we will.

The Jedi dissemble and make their way toward the exit. Windu approaches Obi Wan.

WINDU Where are you going?

OBI WAN What do you mean? I'm going with you.

WINDU You are not yet healed from your...
ordeal. Besides, there will be Obi Wan clones there. We may mistake you for another.

Obi Wan runs a hand across his buzz-cut hair and clean-shaven face.

OBI WAN There must be some way I can be of assistance.

WINDU There is. Stay here. Continue your healing. Master Yoda does not share all. If this is a trap many may not return. We will need you to continue our traditions.

OBI WAN Surely it cannot be that dire?

Windu's answer is a hiss.

WINDU We are as blind as ever, Obi Wan. Something darker than Grievous or Dooku works its way toward us. We do not know when it strikes.

OBI WAN I... will do as you say.

He looks at Padme, who walks out with Anakin.

OBI WAN (CONT'D)
Dooku spoke of a master. Perhaps Padme and I can identify our hidden enemy.

Windu is dismissive.

WINDU Perhaps.

Obi Wan doesn't move as Windu takes long steps toward the exit.

Yoda approaches Maul.

MAUL You do not know what you face.

YODA There is much you could tell me, of this I am sure. Tempting it is.

Maul raises an eyebrow.

MAUL Truly?

Yoda places a hand on Maul's knee.

YODA The destiny of the Jedi will not be dominated by your revenge.

MAUL Perhaps revenge is not what motivates the telling.

Yoda's eyes widen.

YODA Oh! Something stronger you feel?

MAUL Something... different.

YODA Great strides, these are. One day you may count yourself among us.

Maul looks away.

YODA (CONT'D)
Until that day, continue your work. Accomplish great things you will. Great things. Now, go I must.

Maul looks back at Yoda as he departs.

MAUL I wish there was something I could do to help you.

YODA More chances there will be! He he!

Maul watches Yoda trundle from the now empty room. He wheels his chair to the window and watches the Jedi streaming toward a hangar bay.

INT. JEDI TEMPLE ON THE CORUSCANT MOON - HANGAR BAY

Anakin and Padme are locked in a kiss. They hardly notice as the rest of the Jedi prepare their fighter ships. Shmi fiddles with R2.

The kiss breaks.

PADME I wish I were coming with you.

Anakin places a hand on her bulging belly.

ANAKIN I wish that too. We are a great team.

She smiles.

PADME We are.

She looks closely into his eyes.

PADME (CONT'D)
But, you have been so distant.

ANAKIN I know. I'm sorry. I feel... split in two.

He looks around. He is upset.

ANAKIN (CONT'D)
It will change when I return. So much will change.

A confused nod and smile. She doesn't completely understand his pain. He relaxes a bit and whispers in her ear.

ANAKIN (CONT'D)
If it's a girl?

A genuine smile. She whispers back.

PADME Leia. If it's a boy?

ANAKIN Luke.

She looks for something in his eyes. They are in their own world, but then R2 honks as he's loaded into Anakin's ship,
breaking them out of it.

Shmi stands up.

SHMI R2's ready for a fight.

She smiles and looks at her metal parts.

SHMI (CONT'D)
Me too.

Anakin hugs her. He takes Padme's hand.

ANAKIN If the Chancellor's spies are right,
Grievous will not know we are coming. We can end this war and restore order to the Galaxy.

SHMI Order isn't your strong suit.

Anakin smiles.

ANAKIN You're right.

He nods to Padme.

ANAKIN (CONT'D)
It's hers.

They make eye contact. Padme is blissfully unaware of Anakin's implication. An alarm sounds.

ANAKIN (CONT'D)
Time to go. Ready R2?

R2 signals his impatience. Shmi and Padme step away as Anakin fires up the ship.

Ships throughout the hangar lift off and head into space.

EXT. SPACE NEAR THE JEDI MOON

The Jedi ships fall in around a contingent of cargo frigates and Star Destroyers.

Anakin looks back toward the moon. R2 moans.

ANAKIN She'll be OK. She's tough.

R2 beeps.

ANAKIN (CONT'D)
Yes, they're both tough.

Anakin maneuvers the ship toward the only Mon Calamari cruiser in the fleet. It is much smaller than the Star Destroyers.

INT. MON CALAMARI CRUISER - THE NOVO

Yoda and Mace Windu look out the cruiser window. Yoda turns toward the ship's Stormtrooper crew.

YODA Captain. It's time.

STORMTROOPER CAPTAIN Yes sir.

The captain gives a signal.

EXT. SPACE NEAR THE JEDI MOON

The Novo jumps to light speed, followed by the Jedi fighters and the rest of the fleet. Stars, space, and silence linger behind.

INT. JEDI TEMPLE ON THE CORUSCANT MOON

Obi Wan walks through the nearly empty temple. He stops to stare at a painting - each mouth of a two-headed snake bites the other head's neck.

Padme walks up beside him, unnoticed.

PADME Think they'll be OK?

Obi Wan's brow furrows.

OBI WAN Not really. They bite at the same...
oh.

Padme smiles, mischievously. Obi Wan turns.

OBI WAN (CONT'D)
You mean our friends on their way to face Grievous and probably the largest group of Black Sun, Dooku,
and... Obi Wan clones ever assembled?

PADME Yes, but keep telling me about this fascinating painting, Master.

He smiles, perhaps for the first time since his return.

OBI WAN Feeling as useless as I do?

Padme pats her belly.

PADME Felt that way for a while now.

OBI WAN Where is Shmi?

PADME Asleep. She's... fading fast.

Obi Wan nods.

OBI WAN Well, maybe we don't have to be completely useless. When I was Dooku's captive he spoke of a master. Perhaps you would like to help me search for the hidden Sith Lord so powerful even Yoda cannot find him?

PADME Spend hours in what's left of the Jedi archives searching for some shadowy hint of a villain we've never seen or heard of? Let's go!

They smile, and walk.

OBI WAN It sounds mundane, but there are adventures hidden in those archives.

Padme fights back a smile until Obi Wan smiles broadly. They laugh together. Then he grows resolute.

OBI WAN (CONT'D)
Besides, I want to hunt down and destroy whoever is behind-

Ships engines screech outside the temple. Obi Wan looks quickly at Padme.

PADME Go. I'll catch up.

He nods and rushes toward the exit. From another part of the room Maul in his chair rockets across the floor.

Padme breaks into an slow jog. She puffs a few breaths as she holds her belly in place while she runs.

EXT. JEDI TEMPLE ON THE CORUSCANT MOON - EVENING

Obi Wan bursts from the temple doors. Maul rolls up beside him. They both look up.

A ship rounds the temple and comes quickly to a landing near Maul and Obi Wan. They exchange a glance. Obi Wan ignites his lightsaber. They approach carefully.

Bail Organa rushes from the ship's landing ramp. Obi Wan extinguishes his lightsaber and stands straight.

OBI WAN Senator Organa?

BAIL Obi Wan Kenobi! Thank goodness! Where is everyone else?

OBI WAN Gone to find Grievous.

Bail slumps.

BAIL I am too late.

OBI WAN Too late for what?

Bail looks Maul.

MAUL I understand. I will leave you.

Maul begins to wheel away. Obi Wan grabs him before he can go.

OBI WAN No. It's okay. Yoda trusts him. What is it, Senator?

BAIL Okay then. Master Yoda believes Palpatine benefits greatly from this war. He asked me to spy on the Chancellor. The Jedi, the Stormtroopers... they are heading into a trap.

OBI WAN I... don't understand.

Dawn breaks on Maul's face.

MAUL No.

BAIL The Chancellor has another name. Lord... Sidious. He is working with Dooku and... Anakin Skywalker, I think. The Chancellor controls both sides of this war.

OBI WAN Anakin is close with the Chancellor but he would never... Lord Sidious? I have not heard this name.

Maul stares into the distance.

MAUL Darth Sidious was my master. A Sith Lord with no equal.

Maul looks up at Obi Wan, whose eyes widen with shock.

MAUL (CONT'D)
His illusions are powerful. I...
should have known. We must contact the Jedi.

OBI WAN We cannot communicate with them while they remain in hyperspace. Perhaps a fast ship-

Bail cuts him off.

BAIL There's more. Dooku spoke of destroying a girl. I... don't know who.

OBI WAN A girl? Padme? But she's-

Before Obi Wan can finish the thought, laser cannons erupt from the sky. Bail's ship explodes; the blast throws the three men through the air, each landing unconscious on hard ground.

The ship lands and Count Dooku leaps out. He surveys the carnage around him and smiles. He begins walking toward the burning ship.

DOOKU Senator Organa. Curious you are here. Darth Maul? Even more curious.

Looking around he see's Obi Wan's body and heads toward it.

DOOKU (CONT'D)
Obi Wan Kenobi. You escaped but not for long. Now we can continue our process. I've made some improvements that I think you will appreciate. But where is-

PADME You'll not touch him.

Padme walks through the doors. She circles around the burning ship, eyes gleaming in the twilight.

DOOKU Padme.

Dooku smiles.

DOOKU (CONT'D)
My master sends his regards. You have made quite an impression. You should have joined him when you had the chance.

PADME It will take more than a whisper on the wind to destroy me.

DOOKU Yes. That is why I am now here,
Princess.

She ignites her lightsaber.

PADME You are just another whisper.

Dooku ignites his blade.

DOOKU We shall see.

He swings from above. She catches his blade from below and holds it. Sparks fly between the blue and red blades. The sun sets behind them.

EXT. HYPERSPACE

The Republic fleet rockets through the icy tunnel. Anakin stares out of his cockpit, lost in a vision. He blinks. He whispers.

ANAKIN No.

His hands rise to the controls. R2 screams as Anakin turns the ship, twisting it out of hyperspace and away from the fleet.

INT. MON CALAMARI CRUISER - THE NOVO

The movement of Anakin's ship catches Mace Windu's eye. He whirls, addressing the Stormtrooper captain.

WINDU What just happened?

The captain punches buttons on a console.

STORMTROOPER CAPTAIN Skywalker's ship just exited hyperspace. The ship's signature indicates he's heading... back toward Coruscant, sir.

Windu grits his teeth and turns to Yoda.

YODA Knew this could happen, we did. We must continue on. Deal with the young Jedi when we return.

Windu walks away.

WINDU I'll deal with him personally. That boy is no Jedi.

Yoda frowns.

EXT. JEDI TEMPLE ON THE CORUSCANT MOON

Padme and Dooku whirl and spin in a clash of master swordsmanship. She is amazingly fast given the extra weight. Dooku swings with calm confidence.

DOOKU Impressive. Truly my master is right to wish you destroyed.

PADME Who is your master, Dooku?

Dooku laughs.

DOOKU He would not want me to tell you.

Swords flash and spark. She eyes him slyly.

PADME But you want to tell me. Don't you? Yes. I sense your conflict.

He eyes her carefully.

DOOKU I cannot destroy him on my own.

They dance around Obi Wan's unconscious body.

DOOKU (CONT'D)
I had hoped Master Kenobi would see the wisdom in joining my cause. Did you know I was once a Jedi? I have no desire to see a Sith Lord rule the galaxy.

She catches a one-handed swipe of his blade with two-handed defense, and pushes him back.

PADME Obi Wan's not the type to understand the distinction.

He regains his footing and lashes back with a complex series of two-handed swings.

DOOKU You have great wisdom. I am certain together we could defeat my master. He is close, Padme. I can show you how to find him. How to stop him.

She ducks under a massive two-handed swing and lands a kick to his chest, knocking him backward. She stands upright.

PADME I sense great fear in you, Dooku. Of the Jedi, of your master.

He frowns. She smiles.

PADME (CONT'D)
It does not surprise me that one who chooses to split himself over and over does not know the path on which he walks. Surrender now, and perhaps we will allow you to return to us.

He smiles.

DOOKU Gladly.

He extinguishes his lightsaber and kneels. Taken aback, she begins to approach.

From his ship, another voice.

DOOKU (REAL) (CONT'D)
His master is here, young Jedi. And he is quite clear the path he walks.

The true Count Dooku walks the ship's ramp. He appears older, even, than the Dooku Padme has been fighting.

PADME Your little trick is getting tiresome.

DOOKU (REAL)
Then let's end this, shall we?

She leaps, just barely avoiding Force lighting that collides as it shoots from both Dooku and the clone. She lands and they leap toward her.

She leaps again and comes down hard, punching the Dooku clone with one hand while holding off the real Dooku's Force lightning with the lightsaber in her other.

She spins on one knee, almost taking out Dooku's legs with her saber as he leaps backward. She Force-pushes him while he's in midair, knocking him into the ship.

PADME Argh!

The clone hits her from behind with Force lightning. She whirls and catches it with her lightsaber.

A blast of lightning erupts from the real Dooku's fingertip. Padme manages to gets her blade around in time to absorb the waves of evil energy from both her attackers. She struggles against the onslaught.

INT. THE NOVO

The Republic fleet exits hyperspace and are immediately under assault from the Black Sun fleet.

The Republic command ships spread into formation and begin firing on the larger Black Sun ships. Fighters stream from frigates on each side.

Yoda and Windu watch the fleet spread out around them.

WINDU The Black Sun fleet is small. This will not be difficult.

Yoda raises an eyebrow.

YODA Use caution, Master Windu.

Windu nods.

WINDU Captain, concentrate firepower on their command ships. Have the fighters form a perimeter and escort the landing party. Master Yoda and I will lead the ground attack.

STORMTROOPER CAPTAIN Yes, sir.

WINDU Master Plo Koon.

A holographic image of Koon appears in front of the Jedi.

PLO KOON Yes, Master Windu.

Ensure no Black Sun are allowed to leave the planet.

PLO KOON (CONT'D)
As you wish.

His image flickers out.

EXT. SPACE NEAR MUSTAFAR

Fighters and Star Destroyers maneuver into position, opening a lane between the Black Sun fleet to the planet below.

EXT. MUSTAFAR - BATTLEFIELD

Frigates stream toward the planet, dropping AT-AT Walkers and Republic gunships as they enter the atmosphere. Windu surveys the landscape and points to a location.

Wind whips through the ship's open cavern.

WINDU Move to the forward vantage point! March the walkers toward sectors four and seven! Drop the main Stormtrooper battalions in sector three and bring the gunships around to provide air support!

STORMTROOPER GUNSHIP COMMANDER Yes, sir!

Windu glares at Yoda.

WINDU What made Anakin turn around? What does he know that we don't?

Yoda scowls.

YODA Support those who came with us, we will.

The ship lifts up and races along the battlefield to survey the orders as they are carried out.

EXT. MUSTAFAR - BATTLEFIELD

Small dot-sized objects appear on the horizon. A Black Sun Communications Officer zooms in on the AT-AT Walkers. He speaks into a communicator.

BLACK SUN COMMUNICATIONS OFFICER Walkers on approach, General.

INT. BLACK SUN COMMAND ON MUSTAFAR

Grievous oversees a 3-D hologram of the battlefield outside the bunker he occupies with many other Black Sun elites.

GRIEVOUS Let them crest the ridge. They will then drop their Stormtroopers. Allow them to get close, then mass the clones for the attack.

BLACK SUN COMMUNICATIONS OFFICER (V.O.)
Yes, sir.

The communication ends. Grievous paces.

GRIEVOUS The Stormtroopers will cut through the clones. It will look too easy. Captain!

An ENERGETIC BLACK SUN CAPTAIN jumps to attention.

ENERGETIC BLACK SUN CAPTAIN Yes, sir!

GRIEVOUS Release the Rancors.

EXT. MUSTAFAR - BATTLEFIELD EDGE

Jungle shrubs on the edge of the battlefield shake. Something scampers. In the distance, an AT-AT Walker turns and trains its guns toward the edge of the battlefield.

EXT. MUSTAFAR - BATTLEFIELD - SECTOR 3

Waves of gunships swoop down and drop thousands of Stormtroopers to the ground. They quickly swarm into formations and advance.

Jedi jump from gunships hovering above and form up with the Stormtroopers.

EXT. MUSTAFAR - BATTLEFIELD

A Black Sun Commander motions widely with one arm. One thousand lightsabers ignite in unison and a cadre of Dooku and Obi Wan clones larger than any previously assembled runs toward the Stormtrooper formations.

The AT-AT Walkers move to surround the clones while the Jedi and troopers engage.

EXT. MUSTAFAR - BATTLEFIELD

Yoda and Windu oversee the battle from their gunship.

WINDU Send more gunships to the forward perimeter, Commander! Give the troopers more support against those clones!

STORMTROOPER GUNSHIP COMMANDER Yes, s-

WINDU What is that?

Windu sees something moving in the distance. He moves to the other side of the ship to get a better view.

From the edge of the battlefield a fleet of beasts burst through the foliage.

These are not the slug Rancors of Tatooine, but fast-movers,
hardened from centuries of surviving Mustafar's active volcanos. They move like a flock of birds, tearing across the field, leaving clouds of dust in their wake.

Windu looks at Yoda.

WINDU (CONT'D)
We've got trouble.

YODA (To the Commander)
Turn the ship around! Over the walkers, bring us!

STORMTROOPER GUNSHIP COMMANDER Yes, sir!

EXT. MUSTAFAR - BATTLEFIELD - SECTOR 4

AT-AT Walkers march their slow progression, firing with abandon at the mass of clones in the distance.

An audibly triumphant roar goes up from the clones as the firing stops when a company of Rancors gallops into AT-AT territory. They jump, feet first, taking the bigger machines down, screaming as they tear at the metal with their razor claws. AT-AT pilots make a crunchy snack.

EXT. JEDI TEMPLE ON THE CORUSCANT MOON

Padme is on her knees, lightsaber held overhead, absorbing as much Force lightning as she can. The Dookus speak, almost as one.

DOOKU Your defenses are useless against the power of the Dark Side.

DOOKU (REAL)
You are defenseless against the power of the Dark Side.

They find new reserves of power and more lightning pummels down on her. Much of it passes the lightsaber, circling her face and body. She grits her teeth under the onslaught.

PADME Anakin... Anakin... Help me.

DOOKU (REAL)
He is far away from here, Princess. Just a pawn on his way to meet his destiny.

DOOKU (CONT'D)
You are alone, helpless.

They smile, wickedly.

DOOKU (CONT'D)
Now, die.

DOOKU (REAL) (CONT'D)
Now, die.

Her lightsaber is knocked away. She turns her back to them,
wrapping her hands around her belly.

PADME Ah!

Obi Wan stirs. He lifts his head, trying to get past the cobwebs.

Writhing in pain, Padme looks down at her belly.

EXT. MUSTAFAR - BATTLEFIELD

Mace Windu leaps from his fast-moving gunship and slices through Rancor flesh on his way to ground.

He lands. One of the rancors thrashes wildly as Windu lifts him with the Force and launches him into a pack of his friends.

He leaps again, landing on a large rock as a pack of rancors swarms toward him.

WINDU Come on.

They charge. He rips through the pack of them with his lightsaber, leaving arms, legs, and heads in his wake.

EXT. JEDI TEMPLE ON THE CORUSCANT MOON

The lightning has not abated. Padme looks at her belly.

PADME Help us. Help us.

Whump whump. Whump whump. Blue and green bands of light spread out slowly around Padme. They gobble up the lightning as the extend outward, dissipating into the night.

The Dookus pause.

DOOKU (REAL)
What is this?

DOOKU (CONT'D)
How does she do this?

She stares at them, breathing heavily.

DOOKU (REAL) (CONT'D)
We will destroy her.

DOOKU (CONT'D)
She will be destroyed.

They snarl and prepare to unleash new lighting.

Whump whump. Whump whump.

The bands catch them just as sparks burst from their fingers. Obi Wan watches as they tear through each body, melting flesh. The real Dooku stumbles forward as the clone falls backward.

Each turns to mere skeleton as he takes his last step. The clone's bones burst open and fall to dust. Dooku's skeleton stands like a statue. His bones are full of holes.

Padme rolls onto her back and moans. Obi Wan is over in an instant, kneeling beside her. She fades in and out of consciousness.

PADME Anakin. Anakin. The baby.

He puts a hand on her forehead. Bail stumbles over. Obi Wan looks up at him with huge eyes.

BAIL What happened?

OBI WAN Dooku. She's...

BAIL Get her help. I'll contact Master Yoda.

Obi Wan nods. He gathers Padme in his arms and lays her in the back of Dooku's ship.

PADME Anakin. The baby. Anakin.

EXT. SPACE NEAR MUSTAFAR

The fleet continues to dominate the Black Sun. Further out,
Tarkin's ships emerge from hyperspace. Their numbers dwarf the two fleets around the planet.

INT. MON CALAMARI CRUISER - DEFIANCE

Master Plo Koon watches the fleet overtaking the Black Sun ships.

DEFIANCE OFFICER Sir, Admiral Tarkin's fleet has entered the sector.

Koon raises an eyebrow and looks out the ship's viewer.

PLO KOON What are they doing here? We do not require assistance.

DEFIANCE OFFICER Unknown sir.

PLO KOON Get me Tarkin, Commander.

DEFIANCE OFFICER They appear to be... jamming our communications, sir. I cannot contact them, or the troops on the planet below.

Koon continues to stare at the fleet hovering in the distance.

PLO KOON Turn the ship, commander.

DEFIANCE OFFICER Sir?

PLO KOON Now, Commander.

DEFIANCE OFFICER Yes, sir.

INT. THE BELLUM - TARKIN'S OFFICES

Palpatine's hologram hovers over Tarkin.

TARKIN We are in position, sir.

PALPATINE And on the planet below?

TARKIN Sensors show our troops cutting through to the Black Sun base. It won't be long now. Shall we engage?

Palpatine looks into the distance.

PALPATINE Keep them from leaving. I have business to attend to. Sometimes in pure despair the mind goes inside the mind...

He hardly notices Tarkin.

PALPATINE (CONT'D)
He must finish what he started.

TARKIN Ahem. The ships are under Jedi command, sir.

Palpatine snaps out of it.

PALPATINE Soon, Admiral Tarkin. Await my signal.

TARKIN Yes sir.

EXT. MUSTAFAR - BATTLEFIELD

Mace Windu leaps and lands in his gunship, next to Yoda. Below, rancor and AT-AT pieces lay strewn across the battlefield. Windu wears fresh claw marks on his face.

WINDU Get us forward, Captain!

STORMTROOPER GUNSHIP COMMANDER Yes, sir.

The ship rises higher over the battlefield.

On the planet below, Stormtroopers and Jedi push back the Black Sun. The remaining walkers punch through into the main Black Sun base.

INT. BLACK SUN COMMAND ON MUSTAFAR

SENIOR BLACK SUN COMMUNICATIONS OFFICER Sir, the Walkers have breached the base. Our forces have been... pushed back.

Grievous looks up. He walks to a console, opens a panel revealing a large, red button. His hand hovers over it.

He looks around at the Black Sun. He pulls the hand away. His lightsaber floats off his belt and hovers above the hand. His fingers motion as the saber twirls slowly above his hand.

GRIEVOUS Signal our surrender.

Everyone turns.

GRIZZLED BLACK SUN COMMANDER What? This was to be the day we proved our conviction!

GRIEVOUS There will be other days.

GRIZZLED BLACK SUN COMMANDER You... coward!

Grievous snarls. The lightsaber falls to his hand. He steps toward the solder, who swallows hard but holds his ground.

SENIOR BLACK SUN COMMUNICATIONS OFFICER Sir! Chancellor Palpatine wishes to speak to you!

Grievous whirls. His jaw clenches.

GRIEVOUS What?

SENIOR BLACK SUN COMMUNICATIONS OFFICER He says he wishes to continue the conversation you had... on Coruscant,
sir.

Grievous speaks through clenched teeth.

GRIEVOUS That was years ago. Put him through.

Palpatine's ghostly image floats in front of Grievous.

GRIEVOUS (CONT'D)
Gloating, Chancellor? I did not take you for it.

Palpatine smiles.

PALPATINE You have fought well, General Grievous, but it is over. I give you now the chance to surrender peacefully. You have made your point. No more of your Black Sun brothers need to lose their lives this day.

Grievous stares at the image.

GRIEVOUS So... you remember meeting me,
Chancellor?

Palpatine appraises Grievous carefully. He speaks slowly.

PALPATINE I do. We were both younger then,
General. Full of... conviction. You attempted to gain my attention that day. It worked. You and your band of castoffs got all of our attention. I believe it was your words to me that truly mobilized the Jedi against you. They are a powerful ally. A powerful ally. I am certain we would not have won this war without them.

Grievous frowns.

GRIEVOUS You antagonize me, even now. Why?

PALPATINE Forgive my insolence. Shall we discuss your terms? The Jedi surround your base and the planet. I know you and your Black Sun consider the Force an ally, General, but do not underestimate these Jedi. They are not castaways. They are the true masters of the Force. Perhaps...

GRIEVOUS Perhaps what?

Palpatine smiles graciously.

PALPATINE It is nothing. I was imagining the Jedi training your Black Sun in the ways of the Force. Perhaps under their tutelage your Black Sun could fulfill their true potential. But, I had forgotten the Black Sun were already once tested by the Jedi. My mistake. If you like, I could speak to Master Yoda about making an exception.

Grievous stares the image.

PALPATINE (CONT'D)
General?

He walks toward it. He presses a button on a console and the image disappears. He turns back to the officer he was fighting with before.

The other Black Sun begin to gather around.

GRIEVOUS Do you remember why you joined Black Sun, commander?

GRIZZLED BLACK SUN COMMANDER I do, sir.

The Black Sun form a circle around their leader.

GRIEVOUS And does that which compelled you to join still keep you here?

He looks at the troops surrounding them.

GRIZZLED BLACK SUN COMMANDER I did not join you to conquer, nor to rule. When our war on the Jedi became a war on the Republic, I stayed because my belief in our cause had become a belief in you, General. But I have not lost my desire to fulfill our destiny.

He motions to the group around them.

GRIZZLED BLACK SUN COMMANDER (CONT'D)
None of us have.

Grievous looks around.

GRIEVOUS Is this true?

In unison, the troops perform a formal salute. Grievous nods in approval.

GRIEVOUS (CONT'D)
Wisdom knows nothing. Thank you for teaching me this today, my brothers. No matter what end we come to today,
the final victory will be ours.

GRIZZLED BLACK SUN COMMANDER What of the Jedi?

Grievous looks to the monitors in the base. Jedi and Stormtroopers are cutting down clones. Buildings on the edge of the base fall under AT-AT Walker attack.

GRIEVOUS I realize now... I hope a few always remain, scattered across the galaxy... hiding; finding one another on occasion. Rejoicing, for a moment, when they realize they are not totally, completely alone.

He looks back at the commander.

GRIEVOUS (CONT'D)
But then, they grow quiet, solemn, as they remember how their greatness was destroyed by a small band of...
castoffs.

He looks at the communications officer.

GRIEVOUS (CONT'D)
Do it.

The troops salute again, and break. Grievous watches as they disperse.

EXT. MUSTAFAR - BATTLEFIELD

Yoda and Windu hover over the battlefield in their gunship. The Republic forces push deeper into the Black Sun base.

WINDU This will soon be over.

YODA Hm. Too easy, Master Windu. Cunning, Grievous is.

Windu frowns.

WINDU More Rancors?

He turns to the cockpit.

WINDU (CONT'D)
How is the fleet doing?

The Stormtrooper punches some buttons.

STORMTROOPER GUNSHIP COMMANDER I... can't get through to the fleet sir. Something appears to be jamming their communications.

Windu and Yoda exchange a glance.

STORMTROOPER GUNSHIP COMMANDER (CONT'D)
Wait... Wait. I have something.

WINDU Put it through, Captain.

A fuzzy hologram fights its way to life above the console.

WINDU (CONT'D)
Senator Organa?

Yoda whirls.

BAIL Master Windu! Master Yoda! Finally!

YODA Where are you, Senator?

BAIL The Jedi moon. We were just attacked, by Count Dooku. Padme killed him and one of his clones, but she is injured. Obi Wan has taken her to Lamoramora.

Yoda looks up, inhaling deeply. His eyes grow large and he exchanges a glance with Windu. Windu purses his lips.

BAIL (CONT'D)
Master Yoda, I did as you asked. I saw the Chancellor working with Dooku. He... he controls both sides of this war.

WINDU What?

BAIL It's true. Dooku called him by another name - Darth Sidious.

Windu looks at Yoda.

INT. THE BELLUM - TARKIN'S READY ROOM

Tarkin observes ships battling in the distance. A noise from his console.

TARKIN Chancellor.

PALPATINE It is time, Admiral. Leave no one alive.

Tarkin's brow furrows.

TARKIN There are Stormtroopers on those ships, Chancellor. Good men.

PALPATINE Good men who serve their Jedi masters, Admiral. You told me you knew the purity of pure despair. Do you wish to know it again?

Tarkin swallows.

TARKIN No.

PALPATINE Wipe them out. All of them.

TARKIN Yes, sir.

Palpatine's image fades. Tarkin is still for a beat. He presses a button.

TARKIN (CONT'D)
Commander Ozzel.

OZZEL (O.S.)
Yes, sir.

TARKIN Deploy the fleet. Leave nothing behind.

Beat.

OZZEL (O.S.)
Yes, sir.

EXT. MUSTAFAR - BATTLEFIELD

Windu turns to Yoda.

WINDU You knew of this?

Yoda shakes his head.

YODA Blind we are. Now, fallen into the Sith trap we have.

Yoda looks down at the planet. Then at the hologram.

YODA (CONT'D)
Not safe, you are. Take a ship to the asteroid belt surrounding the moon. A hidden base, we have. Meet you there, we will.

BAIL Master Yoda, Anakin Skywalker was with the Chance- Sidious. He spoke of... returning to train.

Yoda's eyes grow wide.

WINDU I told you! He betrayed us!

YODA Unclear, the prophecy is. Only when we find the other half, will we know Anakin's true fate.

Windu looks away, frustrated.

BAIL The prophecy is about Anakin?

Windu whirls, glaring at Organa. Bail speaks hastily.

BAIL (CONT'D)
Sidious also spoke of possessing half a prophecy...

YODA One hundred years I have searched for the other half of the prophecy. One hundred years since I ventured into the cave on Dagobah.

WINDU He has had it all along... He is close to his goal... If we are not quick.

YODA Confront this Darth Sidious, I must. Senator Organa, a great service you have done the galaxy today. Be with you soon, we will. One more thing,
you must do for me.

BAIL Yes, Master Yoda.

YODA Maul is with you on the Jedi moon. Take him with you to the asteroid base.

BAIL Maul? He left.

WINDU Left? Where did he go?

BAIL He said something about-

The screen goes blank.

WINDU Stormtrooper! Get him back!

The ship begins to shake.

STORMTROOPER GUNSHIP COMMANDER Communications are out sir!

He points.

STORMTROOPER GUNSHIP COMMANDER (CONT'D)
Sir!

WINDU No.

Each building in the Black Sun base explodes in succession. AT-AT parts and building debris fly through the air, cutting through swaths of clones and Stormtroopers alike. Caught in the wake, gunships roll through the air like feathers.

WINDU (CONT'D)
Pull up, captain! Higher! Get us higher!

STORMTROOPER GUNSHIP COMMANDER Yes, sir!

The trooper pulls hard on the controls but the ship is caught in the skiff and begins to spin. Stormtroopers fly out of the open cavern. The Jedi barely hang on.

WINDU Commander!

The ship is knocked backward again and the commander loses his grip. Windu grabs for him as he flies from the ship, but he's a finger-length short.

Yoda places a hand on the ship floor and closes his eyes. Suddenly unmoved by the blasts below, the ship rises into the sky. Yoda exhales as the ship levels off. Windu grabs the controls. Only they remain on the ship.

YODA Seal the ship. Find the survivors.

A rumble grows in the distance. Windu whispers.

WINDU Grievous. You coward.

EXT. MUSTAFAR - BATTLEFIELD

Heavy doors close on both sides of the gunship as it rises higher. Windu and Yoda can only watch as the volcanos around the planet erupt.

EXT. MUSTAFAR - BATTLEFIELD - SECTOR 3

Waves of fire burst from nearby volcanos. Jedi Masters Ti and Kolar struggle to protect their Stormtrooper teams by Force-pushing the lava away, but then boulders the size of ships land from above, and all are engulfed in rock and fire.

EXT. MUSTAFAR - BATTLEFIELD - SECTOR 4

Masters Tinn and Fisto urge a squadron of Stormtroopers and younger Jedi to fall back. They look up into the smoke and fire in time to see an ocean of lava fall over the group,
leaving no one.

EXT. MUSTAFAR - BATTLEFIELD - GUNSHIP

Yoda's eyes grow wide with empathy and pain. He drops his walking stick and places a hand on his chest; the other hits the floor as he falls to his knees.

Windu watches the carnage. For a long moment he doesn't move. His jaw clenches. The planet is a sea of smoke, fire,
and rock. The remaining rancors try leaping to safety but are consumed by the spewing magma.

WINDU There's... no one left. I'm taking us back to the fleet.

Yoda does not look up.

YODA The fleet is gone.

Windu grasps the controls and the ship launches toward space.

EXT. SPACE NEAR MUSTAFAR - GUNSHIP

Destroyed ships and dead Stormtroopers rotate serenely in zero gravity. A sparking lightsaber handle floats by.

Windu guides the ship through the destruction.

WINDU No battleship did this.

YODA Powerful weapons, Sidious has.

WINDU The clones spread mistrust of the Jedi. With control of the Senate and the army, he can rule the galaxy.

Yoda grows resolute.

YODA Take us to the rendezvous point. Find this Sith Lord, we must.

Windu pushes on the controls. The ship jumps to hyperspace.

EXT. LAMORAMORA MEDICAL CENTER ON CORUSCANT - DAWN

The sparkling glass dome of the medical center extends out over the massive cliff it is built into. Ships dot the landscape on the landward side of the dome. Dooku's cruiser sits empty.

INT. LAMORAMORA MEDICAL CENTER ON CORUSCANT - MORNING

Padme screams. SENTA BELBA - a Twi'lek doctor - pulls a baby from a sheet covering Padme. GN3 - a snotty birthing droid -
hovers nearby. Obi Wan stands by Padme's head. Senta hands the baby to Padme.

SENTA BELBA A girl.

Padme smiles through tears.

PADME A girl. Leia.

She looks up at Obi Wan. He smiles back.

PADME (CONT'D)
Uhhgg!

More pain. Senta looks concerned. She rushes back to the other end of the sheet.

GN3 We have detected another baby.

SENTA BELBA Detected? I have been this woman's doctor for months. There's one baby.

Padme groans under the intense pain. GN3 reaches under the sheet. Another baby is removed.

GN3 And yet, there is another.

He hands the baby to a shocked Senta. She brings him to Padme.

SENTA BELBA Padme. I... I can't explain it. Another baby. A boy.

Padme takes the second baby.

PADME A boy. Luke.

She looks up at Obi Wan.

PADME (CONT'D)
They protect one another. Keep each other hidden, safe. Like they protected... me, Anakin... like they protected m-

She slips into unconsciousness.

OBI WAN Padme!

Senta and the droid rush over.

OBI WAN (CONT'D)
What's happening!

SENTA BELBA She's hemorrhaging. Take the babies.

She looks up.

SENTA BELBA (CONT'D)
Get out of here. Let us work.

OBI WAN Yes. Of course.

He leaves with the babies.

EXT. LAMORAMORA MEDICAL CENTER ON CORUSCANT - DAY

Anakin's ship screams across the horizon. He's out of it before it can land, running to the building.

INT. LAMORAMORA MEDICAL CENTER ON CORUSCANT - DAY

Anakin turns down a long hallway, running at full speed. At the end, by a door, Senta Belba is slumped in chair, head in hands.

He slows. She looks up. She has no words.

ANAKIN No. No. No!

He runs through the door. She watches.

INT. LAMORAMORA MEDICAL CENTER ON CORUSCANT - DAY

Anakin pulls up as he enters the room. Padme lies peacefully on a bed. She is not breathing.

He falls to his knees next to her. He buries his head in her chest.

ANAKIN Padme. Padme.

Tendrils of mist begin to swirl above Anakin.

EXT. JEDI ASTEROID BASE

The small buildings of the base fit neatly into the asteroid's crevices.

INT. JEDI ASTEROID BASE

Yoda, Windu, and Bail Organa are sit at a table.

WINDU Obi Wan is at Lamoramora with Padme. Anakin will go there.

YODA If to the Dark Side, Anakin has turned, protected Padme and the baby must be.

Windu nods.

WINDU Obi Wan will need help. I'll go there.

YODA Hm. Follow Obi Wan in this you must.

WINDU Obi Wan? He will not have the fortitude for what must be done. Anakin has betrayed us. He is lost.

YODA Perhaps find him, Obi Wan can.

Windu stares at Yoda. He shoves the table away and storms out.

Yoda turns to Bail.

YODA (CONT'D)
Face Sidious, I will. If the prophecy can be reconnected, Anakin's fate we may see, and how Sidious may be defeated.

BAIL You think it will tell you how to destroy the Sith Lord?

YODA Half of the prophecy provides only glimpses of a Dark Lord. Tied his fate may be, to Anakin's.

Yoda eyes Bail.

YODA (CONT'D)
Something else there is.

BAIL What is it?

YODA My own destruction, I have foreseen,
at the Dark Lord's hand. Steps I have taken, but enough it may not be. Keep this safe, Senator Organa.

Yoda hands Bail his half of the prophecy.

YODA (CONT'D)
Into Sidious's hands, it must not fall.

Bail looks grimly at Yoda as he holds the black pyramid.

INT. THE BELLUM - TARKIN'S OFFICES

Tarkin speaks to Palpatine's hologram.

TARKIN We detected no survivors, Chancellor.

PALPATINE Good, Admiral, good. The war against the Black Sun is over, but the war against the Jedi begins.

TARKIN Sir?

PALPATINE Some will have survived. Do not worry, Admiral. We will hunt them down until every last one is dead.

TARKIN Yes, sir.

Palpatine's image fades. A noise.

TARKIN (CONT'D)
Come!

Cody enters.

CODY Admiral, we have detected Mace Windu's gunship on Coruscant.

TARKIN Coruscant? Where?

CODY Lamoramora, sir.

TARKIN Take your strike team, Commander Cody. Be careful - even injured,
Windu is powerful.

CODY We know how to take him down, sir.

Cody leaves.

EXT. JEDI TEMPLE ON THE CORUSCANT MOON - NIGHT

Yoda lands a ship between the temple and the Skywalk. He walks purposefully to the Skywalk and jumps down. It lights a brilliant white as he travels the distance.

At the base he boards a speeder. The capital building looms in the distance.

INT. LAMORAMORA MEDICAL CENTER ON CORUSCANT - NIGHT

Anakin kneels next to Padme, his face still buried. The swirling mist grows brighter, denser. It flows from Padme's body. Anakin looks up. The mist surrounds him, flows through him.

ANAKIN Padme. What?

He passes out.

INT. ANAKIN DREAM SEQUENCE

Anakin and Padme float in space, facing each other. The space around them is white and luminous blue. A blackness,
small but strong, pulsates behind Anakin.

She places a hand on his cheek and smiles.

PADME You are troubled, my love.

ANAKIN You... you died. Where are we? What is this?

PADME I do not know. A chance to say goodbye, I think.

He fights the tears.

ANAKIN I am already lost without you. It is so dark.

PADME You will find your way.

ANAKIN No. No. I can't. I... I feel the Dark Side, Padme. Pulling me. Pinning me. I cannot resist it.

The darkness behind him grows larger. It pulls him toward it like a vacuum. She takes his hand.

PADME There's not much time. Listen to me now, Anakin Skywalker.

He stares into her eyes.

PADME (CONT'D)
Your path may be dark. The choice may not seem yours. But keep steady watch, my love, for there will be a moment when you find the power to climb out of your fear, and back to me. I will protect you, as they protected me.

ANAKIN Who? Padme?

The darkness pulls at Anakin. Their hands are wrenched apart. Her body begins to dissipate into the white light behind.

ANAKIN (CONT'D)
Padme!

He is jerked into the darkness. His eyes close.

From the white light, a blue spark. It speeds into the darkness, landing on Anakin's chest, melting into him.

Padme's voice is a whisper.

PADME (V.O.)
There will always be good in you.

INT. LAMORAMORA MEDICAL CENTER ON CORUSCANT - NIGHT

Anakin lies unconscious on the floor next to Padme. The sheets over her gently float to the bed as her body fades to nothing.

INT. PALPATINE'S OFFICES ON CORUSCANT - NIGHT

The floor to ceiling windows in Palpatine's offices overlook the cavernous, empty Senate chamber. Palpatine sits at his desk, eyes closed. He whispers.

PALPATINE Anakin. Anakin. Where did you go?

A shadow flashes across a beam of light from under the office door. Two thumps sounds outside.

Palpatine's eyes flash open.

The sliding doors part. Yoda strides in, casting a long shadow. The doors slide shut behind him.

Yoda levels a penetrating stare at Palpatine, who returns a cautious look.

PALPATINE (CONT'D)
Master Yoda, this is unexpected.

Yoda cocks his head. He continues to stare.

PALPATINE (CONT'D)
Your defeat of Grievous has ended the war. We owe you our thanks. It must not have been easy, losing so many-

YODA See you now, I do.

PALPATINE Troops. Excuse me?

YODA Powerful illusions you have. Powerful.

Palpatine stands, staring intently at Yoda. He walks out from behind the desk.

YODA (CONT'D)
Your words, your dress, your name. Clever parts of the deception. A dark time this is. See you I do. A shadow in the shade.

Palpatine sneers.

PALPATINE This is not one of your classes,
Master Yoda.

YODA And yet, you have much learn.

Yoda raises a hand. The room seems to pulsate and shake. Palpatine's eyes dart nervously across the room.

PALPATINE What are you-

YODA Revealed we are, by what we hide.

Illusion, so carefully woven, peels off Palpatine in misty swirls of light. His colorful official's garb is replaced by dark cloth. Youth melts from his face, his brow thickens, his hands grow gray and veiny.

His head bows and he clutches at his body as if keeping something from being pulled away.

The misty swirls of light twist like a tornado. Yoda's eyes grow wide as it spins toward him. He trembles as it touches his outstretched palm and is absorbed. His hand balls into a fist.

The room stops shaking.

PALPATINE What have you done?

YODA All will see you as I do, Darth Sidious.

Icy waves of smoke dissipate around Sidious. He looks up. His yellow eyes are ringed with deep red. He snarls.

SIDIOUS You may not like what you find in the darkness.

Lightning rushes from his hands. It slams into Yoda, picking him up and launching into the glass windows. They explode and Yoda bursts into the Senate chamber.

His uncontrolled flight turns into a graceful tumble, and he lands in the center of the room, one hand on the ground, the other igniting his lightsaber in a controlled swipe. He looks up.

A black-cloaked demon from above, Sidious leaps, lightsaber in hand.

INT. LAMORAMORA MEDICAL CENTER ON CORUSCANT - EVENING

Mace Windu strides into a cold, white room where Obi Wan stares at two babies sleeping in a small crib, surrounded by a clear, protective energy shield.

WINDU Twins?

OBI WAN Natural twins. Very rare.

WINDU Indeed. We must get them to safety.

OBI WAN What?

WINDU Much has transpired, Obi Wan. We were betrayed on Mustafar. Yoda and I are the... only survivors.

Obi Wan blinks, stunned.

OBI WAN What? Betrayed? By whom?

WINDU By the Sith Lord we have been seeking. Palpatine controls both sides of the war. Yoda confronts him as we speak.

OBI WAN It can't be. It can't be. He has been our supporter... Our ally.

WINDU Anakin is with him.

OBI WAN Anakin? That's impossible. He's...
he's...

WINDU Turned. To the Dark Side. We must be careful of Padme as well. They are too close.

Obi Wan looks away.

OBI WAN She... did not survive Dooku's attack.

Windu purses his lips.

OBI WAN (CONT'D)
Anakin is...

He looks at Windu.

OBI WAN (CONT'D)
Here. With her now.

Windu's eyes widen.

WINDU You-

An explosion from above. Debris bounces off the protective shield as the ceiling falls away. The Jedi look up to see a Republic Star Destroyer cast a huge shadow across the room.

Cody's Stormtroopers repel from an opening in the ship's underbelly.

Windu thinks fast.

WINDU (CONT'D)
You take the babies-

Obi Wan nods and moves to retrieve them. Windu looks up again.

WINDU (CONT'D)
Damn. Obi Wan. Master Yoda believes it must be you who faces Anakin.

OBI WAN What? No. I can't. He rescued me! I owe him my life!

Windu picks up the babies. He holds them in one arm,
lightsaber in the other.

WINDU He left us before the battle. He knew we were walking into a trap. If I see him, I will kill him.

Obi Wan shakes his head in disbelief.

WINDU (CONT'D)
We are very different, Obi Wan. Perhaps that's what Yoda counts on, I do not know.

He deflects laser blasts with the saber. Obi Wan has barely moved.

WINDU (CONT'D)
Go, Obi Wan! Show him no mercy!

The Stormtroopers enter the room. Windu bounds around,
avoiding their fire and using his lightsaber to deflect laser bolts at them. Obi Wan stands still.

WINDU (CONT'D)
Go!

A blast narrowly misses Obi Wan's head. He wakes up. Windu crashes through the door and out into the hallway.

Obi Wan cuts down nearby Stormtroopers.

OBI WAN Anakin. How could you?

A team of Stormtroopers chases after him as he runs from the room.

INT. LAMORAMORA MEDICAL CENTER ON CORUSCANT - NIGHT

Windu rounds a corner and bursts out of the building, running toward his ship. Stormtroopers descend from the sky as more follow from behind. He pulls up as they land around him,
regathering the babies under his cloak.

Cody approaches holding his shield sticks.

CODY He may be a clone! You know what to do, men! Delta pattern six six! Six six!

The troops roll to Windu's side. The flame-throwers come out. Windu leaps.

Cody slams the shield sticks to the ground. Energy shields blink to life in front of Windu. He manages to turn in midair, absorbing the shock from the shield with his back and side.

WINDU Argh!

He drops his lightsaber as he falls to the ground. The troopers approach him from all sides. He uses the Force to retrieve his lightsaber and grits his teeth as he reignites it.

WINDU (CONT'D)
Clone this.

He reaches out with the Force. The shield sticks fly through the air, impaling the troopers and exploding within them. The remaining troopers are taken aback.

Windu ducks under a strafing attack from Cody.

CODY Don't let up, men! Bring the heat!

Windu shields his face as flames rush at him from all sides.

INT. LAMORAMORA MEDICAL CENTER ON CORUSCANT - NIGHT

Obi Wan edges into Padme's birthing unit. Anakin lies on the floor, still unconscious.

OBI WAN Anakin?

He rushes over to Anakin, placing a hand on his head.

Laser blasts erupt around him. He deflects them with his lightsaber. Stormtroopers enter the room, carrying huge,
rapid-fire blasters.

Obi Wan dives to the side as they rake the room. The glass walls behind explode and shower the cliffs below.

A Stormtrooper tosses a grenade.

OBI WAN (CONT'D)
Anakin.

He leaps, swatting the grenade backward. It explodes. Obi Wan turns toward Anakin as he is blown back.

OBI WAN (CONT'D)
Anakin!

The explosion pushes him toward Anakin. Obi Wan reaches for him, but he's just barely too far away. Anakin's body is blown out of the room and over the cliff.

OBI WAN (CONT'D)
No!

Obi Wan lands and tumbles. He turns toward the Stormtroopers. Using the Force, he launches debris from across the room at them. They are mowed down by the assault.

Obi Wan turns and runs, leaping from the room after Anakin.

INT. SENATE ON CORUSCANT - NIGHT

Sidious and Yoda circle in the center of the huge room. Yoda rushes toward him in a furry of leaping, spinning swordplay.

Sidious counters, swiping and missing, but Force-pushing Yoda away. Yoda takes the blow and flips through the air, landing across the room.

SIDIOUS So limited you are, Master Yoda. You do not know the power of the Dark Side.

Yoda breathes heavily.

YODA What is greater? The power to use or the power to resist?

Sidious smiles his black-hearted grin.

SIDIOUS Construct your false distinctions,
Master Yoda. My apprentice, Anakin Skywalker...

Yoda's expression grows hard.

SIDIOUS (CONT'D)
Oh yes. Soon, he will take a new name. He rejected your simple ways some time ago.

YODA Merely lost, he is.

Sidious's grin grows wider.

SIDIOUS No, Master Yoda. He is found. Found by those who see best in the darkness.

He looks to the distance.

SIDIOUS (CONT'D)
And now, I sense... He returns.

Yoda's eyes widen. He looks in the same direction as Sidious.

SIDIOUS (CONT'D)
Do you finally see the future now,
Master Yoda? I will finish his training. Complete his turn to the Dark Side. Now, my apprentice needs my help. He shall have it.

He reaches out with a hand, training his concentration somewhere else.

Yoda whispers.

YODA Anakin. Not given up on you yet.

Yoda reaches out emphatically with both hands.

EXT. LAMORAMORA CLIFFS - DAWN

Anakin plummets toward the ground. Wind batters his clenched eyelids.

Suddenly, his descent slows until his floats gently, a few feet above the ground.

His eyes flip open. He inhales sharply. He twists,
suspended in the air.

INT. SENATE ON CORUSCANT - NIGHT

Sidious cackles.

SIDIOUS You are nothing to him!

With his free hand, he whips his lightsaber at Yoda, who ducks underneath. Lightning hurtles after the lightsaber. Yoda catches it in both hands, absorbing it but driven back. He slams into the chairs and tables surrounding the room.

He gets up, shaking out the cobwebs. His face grows newly resolute. He ignites his lightsaber.

Sidious lowers his other hand purposefully. He glows with hatred. With a flick his wrist, his lightsaber returns to his hand.

They leap toward one another.

EXT. LAMORAMORA CLIFFS - DAWN

Anakin spins gently to the ground and lands on his feet. He stumbles, then steadies.

ANAKIN Padme.

Obi Wan lands nearby, rocking the earth. He approaches carefully.

OBI WAN Anakin! Anakin, are you okay?

Dark sadness builds. Anakin walks toward Obi Wan.

ANAKIN Did you kill her?

OBI WAN What?

ANAKIN You were with her. You knew she would join me.

OBI WAN Anakin... no. Count Dooku killed her. She was so strong but... he came out of nowhere-

ANAKIN The Jedi are truly blind. Lost... in darkness. I see everything now. You came to me those years ago, on Tatooine, because you needed me. Where were the Jedi when I needed them?

OBI WAN Anakin. You are one of us.

ANAKIN And where were you, Obi Wan? I rescued you. You should have protected her. My family is dead because of you.

Obi Wan's voice is lined with soft sadness. He backs away.

OBI WAN I am so sorry... I did everything I could.

ANAKIN Yet here I am - caught, and pinned. Split between her, and this time of... nothingness. How long will it last?

Anakin's face does not betray his emotions, but two unblinked tears run down his cheeks.

ANAKIN (CONT'D)
I hear only echoes. My despair so pure I see shadows deepening-

He motions.

ANAKIN (CONT'D)
In the dawn.

Anakin advances toward Obi Wan. Obi Wan retreats. His hand moves slowly to his lightsaber.

ANAKIN (CONT'D)
You failed to save her Obi Wan. You failed to save yourself. I lived between her and this. Lapses filled me with regret, but... she would call and I knew to return. My name was hers. Now, I am boundless. Now, I am the shadow that I cast. Now... I am, that I am.

OBI WAN I know what it is to be split, and split again. You walk the edge. You can return.

Anakin eyes Obi Wan's hand on the saber.

ANAKIN Are you here to bring me back? Or to kill me?

Obi Wan swallows.

OBI WAN Why did you leave Mustafar, Anakin?

Anakin's anger shows for the first time. He still speaks slowly.

ANAKIN Do not call me that name.

OBI WAN You have spent a great deal of time with the Chancellor, Anakin. I see that now. He told you the Jedi would be ambushed, didn't he?

Anakin smiles through the rage. He controls his anger.

ANAKIN You are afraid of him.

OBI WAN Is he... what they say?

ANAKIN Darth Sidious will rule the galaxy. She was to rule with him.

OBI WAN Anakin, she would never... I was with her, at the end. She was worried for you, Anakin.

ANAKIN Do not call me that name!

OBI WAN It is your true name.

ANAKIN My master was right. You try to make my decision for me. You set this in motion, Obi Wan, when you kept me from Dooku. I could have killed him. She would be alive.

OBI WAN I protected you.

ANAKIN It was you who needed protection. You do not know the power of the Dark Side.

Storm clouds roll in. A gleaming mist gathers.

OBI WAN Anakin, no.

ANAKIN Anakin Skywalker was a Jedi, a lover,
a father. My master is a Sith Lord. I have no one to love.

Obi Wan's hand grips the lightsaber at his side. His stance grows more defensive, as he retreats.

OBI WAN Anakin, the bab-

Anakin cuts across him.

ANAKIN I am the father of nothing! Of darkness, come in the broad day! I am Vader!

Obi Wan stops retreating.

OBI WAN The Jedi are sworn to destroy the Sith.

DARTH VADER ignites his lightsaber.

DARTH VADER Make your decision, Obi Wan. I have made mine.

Obi Wan ignites his lightsaber.

DARTH VADER (CONT'D)
We do not use practice sticks this time, Obi Wan.

Obi Wan ignites his lightsaber.

OBI WAN This time I will not hold back.

Vader snarls. He nears Obi Wan. His height and strength are evident as he rains blow after blow down on Obi Wan, who deflects defensively as he retreats.

INT. SENATE ON CORUSCANT - DAY

Yoda and Sidious are destroying the Senate. Yoda's flipping,
spinning style of swordplay allows him to dodge huge pieces of furniture and refuse Sidious launches toward him with the Force, but he cannot close in.

He leaps atop a giant obelisk desk flying toward him, and uses it to leap again to higher ground. He pauses.

YODA Hm.

Arms spread wide he gathers himself. Dozens of chairs on each side of him rise up. Yoda claps his hands together and the chairs hurdle toward Sidious.

Sidious leaps. Yoda leaps after him. Their lightsabers slam together in mid-air. They crackle and spark as they float together to the floor.

SIDIOUS You are old, Jedi.

Yoda presses back against the taller man's saber.

YODA Longer-lived than you will be!

He flips, landing a Force-kick on Sidious's face. Sidious is launched back, landing among the debris. Yoda is on him in an instant. Sabers fly again. They disappear within the wreckage.

YODA (CONT'D)
Ahhhhh!

Yoda comes flying out, and slams into the far corner of the room. He gets up slowly. Sidious cackles in the distance.

EXT. LAMORAMORA CLIFFS - DAY

The battle speeds up. Vader and Obi Wan whirl and spin in a blinding dance of sword and Force-pushes. They near the base of the cliff as they parry.

DARTH VADER Do you miss our practice time together, Obi Wan? Can you sense how I held back then. I no longer fear hurting you!

Vader launches a Force-push at Obi Wan, who launches his own. Their hands lock between them, the power building.

Obi Wan grits his teeth as he pushes back against Vader's might.

OBI WAN Truly you have grown powerful.

Obi Wan glances behind. There is a cave in the distance, at the base of the cliff.

OBI WAN (CONT'D)
But you are not the only one who was holding back!

The power overwhelms them. Vader is launched away from the cliffs. Obi Wan flies toward them and into the cave. His lightsaber goes out.

Vader slides along the ground. He drags himself to a stop. He gets up and dusts himself off. He walks purposefully toward the cave.

DARTH VADER You cannot hide from me!

Using the Force, he hurls a boulder into the cave. Obi Wan's lightsaber ignites, and cleaves through the rock.

OBI WAN (O.S.)
Come on then!

Vader sprints for the cave.

INT. SENATE ON CORUSCANT - DAY

Yoda is under siege as Sidious continues to launch refuse at him. Leaping and dodging, he barely keeps ahead of the barrage.

SIDIOUS You should have stayed on Mustafar,
Master Yoda, and died with your friends.

Yoda grimaces. He motions and his lightsaber flies toward him.

SIDIOUS (CONT'D)
Ah ah ah!

The saber bounces off a cabinet. Yoda barely gets out of the way.

YODA So afraid to fight you are. Why?

Sidious laughs.

SIDIOUS This is not fear! This is power!

More and more objects fly toward Yoda.

He ducks low. Gathering himself for a moment, he rushes forward, running so fast he is a blur. He closes in on Sidious.

SIDIOUS (CONT'D)
Eh?

Seeing Yoda blazing toward him, Sidious unleashes a torrent of lightning.

Yoda catches the lightning in on hand, absorbing and continuing to close in. The lightning builds up as Yoda gets close.

He pushes the lightning toward Sidious, who is losing containment. Almost unnoticeably fast, Yoda reaches his free hand into Sidious's pocket.

The lightning can build no more. An explosion of Force power rocks the building. Yoda is flown fully across the room,
slamming into the wall and sliding to the ground. He lays there, eyes closed.

Sidious drags himself to his feet. He wobbles, almost falling. He grabs something and hangs on, unable to move farther.

EXT. LAMORAMORA CLIFFS - DAY

Vader stalks into further into the cave. They are deep within the mountain. Cracks of lava in the floor and walls illuminate the space in brilliant red and orange.

Vader yells into the darkness.

DARTH VADER I know you are down here, Obi Wan. I sense your fear. Your cowardice.

Obi Wan's voice echoes through the darkness.

OBI WAN Destroying me will not return her to you, Anakin. You can still come back, to the Light Side.

Vader whirls toward the sound. He smiles.

DARTH VADER That name has no meaning to me now.

He slams a hand to the ground, pushing a shock through the unstable earth below. Lava sprays from below. Cracks open in the earth, flows widen.

The light reveals Obi Wan, not far away. Vader leaps at him. Obi Wan raises a hand. Lava flies through the air, searching for Vader. He twists away but it finds him, burning his face and chest.

DARTH VADER (CONT'D)
Ah!

He tumbles to the ground, rolling. His cloak is on fire. He whips it off. The glove burns off his metal hand. He uses the hand to wipe the lava from his face and body. His head and chest are burned. His breathing grows heavy.

He looks up. Obi Wan stands on a boulder above.

OBI WAN Stop this. Come with me. I'll bring you back, as you did me.

DARTH VADER There will be two deaths today, Obi Wan.

INT. SENATE ON CORUSCANT - DAY

Yoda lies still on the ground. Sidious has regathered himself. He walks toward Yoda.

SIDIOUS All these years I have watched you,
Master Yoda. All these years playing my part. In truth, I will miss deceiving you. I would have liked for you to see my new apprentice grow more powerful than any Jedi. I wonder if he would kill you willingly, were he here and you helpless. Perhaps he still possess some mercy, left for me to burn from him. I would save you for him, but dark are my own desires, Master Yoda. Now, die.

The lightning swirls from his fingers. It gets halfway to Yoda's unconscious body.

MAUL (O.S.)
No.

Sidious is launched backward with incredible force. He flies across the room. The lightning arcs to the ceiling, burning tracks across the ancient artwork.

Sidious slams into the wall. Pinned there, he can do nothing as the debris in the room flies toward him, slamming into him over and over again.

It ends and he slides to the floor.

As slowly as ever, Maul hobbles into the room, wearing his shoulder crutch. He awkwardly kneels down beside Yoda.

He places a hand on Yoda's forehead. His voice is soft.

MAUL (CONT'D)
Yoda.

Yoda's eyes blink open. He stares at Maul.

MAUL (CONT'D)
Do you have it?

Yoda nods.

MAUL (CONT'D)
I wish you had let me tell you about him.

YODA Are you... here for revenge?

Maul smiles.

MAUL But I know now why you could not hear it from me.

A noise in the distance. Sidious struggles to his feet.

YODA You cannot defeat him. None of us can.

MAUL His defeat is not my purpose.

Maul helps Yoda to his feet.

YODA Saved me, you have.

More noises. Maul is hurried.

MAUL I am not done yet. Now go, my friend.

Yoda places a hand on Maul's hand. They exchange a long look. Yoda nods, and walks slowly from the room.

Maul pulls himself into a standing position. He limps toward Sidious, the crutch thumping with each step.

The debris launches away from Sidious in all directions. He whirls toward Maul. Maul continues to trundle forward.

Sidious laughs.

SIDIOUS Darth Maul?

MAUL It's just Maul, now. A more suitable name, I think.

Sidious snarls.

SIDIOUS I left you for dead.

MAUL I remember.

Sidious frowns.

SIDIOUS You should have stayed that way. The Jedi were wise to conceal you. Now I see how Yoda learned of me.

MAUL No, my old master. He would not allow me to tell of you.

Sidious scowls.

SIDIOUS The Jedi. So craven. So pathetic.

MAUL I thought so as well. But through Yoda I am reconnected to the Force. And I come here today not for revenge, but for a truer purpose.

Sidious spits his words.

SIDIOUS What purpose?

MAUL Shelter, from the shade.

Maul grasps his lightsaber with his only hand. It ignites across his body.

Sidious is incredulous. He walks toward Maul.

SIDIOUS You wish to fight me, you cripple! You invalid! You know what they say,
Maul. The last sword drawn wins the day. You have kept me from my prize. Do not think I will kill you quickly.

His lightsaber flies to him. It ignites.

MAUL Perhaps. Perhaps there are other swords.

Maul shrugs off his crutch. Standing strong, he stares calmly at Sidious.

Then, the shimmer of an arm, the shimmer of a leg. Sidious's eyes grow wide as Maul is made whole again; ghostly limbs granted by the Force.

His Force-arm reaches for the handle of his saber and presses a button. A second blade emerges from the other end.

Maul twirls the dual blades over his head. Sidious snarls. Maul gathers both legs under him, and leaps.

EXT. LAMORAMORA CLIFFS - NIGHT

Vader's breathing is heavy, but he does not let up. Only Obi Wan's defensive mastery saves him as they push further into the cave.

The emerge into a larger cavern, fully of crystalline stalagmites. The sounds of their swords echo through the room.

Obi Wan executes a majestic flip, landing on the top of a massive crystal.

OBI WAN Do not press further!

DARTH VADER Is this what you did when Dooku held you, Obi Wan? Give up? Allow him to tear you to pieces?

OBI WAN I did what I had to. I do what I must.

He rejoins the fight, pushing Vader back. His breathing growing more ragged, Vader is pushed against a crystal wall. His image reflects behind him.

He drops his sword to his side. Obi Wan whips a killing blow toward Vader but Vader reaches with his free hand and catches Obi Wan's sword hand by the wrist.

OBI WAN (CONT'D)
Argh!

Vader smiles. He squeezes.

DARTH VADER Now we see how the mighty Obi Wan Kenobi fares without his defenses!

Vader rains blow after blow against the lightsaber in Obi Wan's captured hand until finally the wrist bends back and the lightsaber falls from his hand and goes dark.

Grinning, he lifts Obi Wan higher in the air by his wrist.

Through the pain, Obi Wan eyes Vader's sword hand.

DARTH VADER (CONT'D)
Pathetic.

He whips his sword, aiming to cut Obi Wan in half, but Obi Wan twists and raises his body above the lightsaber. His wrist cracks in Vader's hand but he continues spinning. The heel of his boot lands squarely against Vader's face.

Vader's head makes a sickening crack as it crushes the crystalline wall behind it, denting the rock wall.

Vader moans and drops Obi Wan, who scrambles away.

Vader pulls himself from the wall. His face is cut and bleeding. A gash is opened on his head. He spits blood and glass.

DARTH VADER (CONT'D)
It is the end for you, Obi Wan. Whatever you meant to me is gone.
Burned away.

His lightsaber returns to him. He moves toward Obi Wan.

Obi Wan retreats backward. He uses the Force to throw rocks at Vader, who bats them away as he continues forward.

He runs at Obi Wan. Obi Wan launches a flurry of boulders at him.

DARTH VADER (CONT'D)
I will show you no mercy!

Vader leaps twisting and turning to avoid the rocks.

Obi Wan, still walking backward, speaks softly.

OBI WAN It is my mercy that matters now,
Vader.

His good hand opens and he reaches forward. Mustering everything he's got, Obi Wan Kenobi pulls Vader's lightsaber from his hand.

Vader's eyes widen and he reaches for it as it flies to Obi Wan, but it alludes him.

Obi Wan moves to the side and swipes down, severing Vader's legs and human forearm from his body.

DARTH VADER Aaaaa!

He slides to a halt along the glassy floor. Obi Wan can barely look at him.

DARTH VADER (CONT'D)
I'll kill you! I'll kill you!

OBI WAN You were our brother, our champion. You betrayed us all. Betrayed yourself.

He looks at the lightsaber. He retrieves his own. Back at Vader.

OBI WAN (CONT'D)
She would not recognize you now.

He leaves. His footsteps echo through the cavern, and then are gone.

Beat.

Using his mechanical arm, Vader manages to roll onto his back.

DARTH VADER Padme. Padme. Help me.

The only sound is of his ragged breath. He groans in pain. He struggles to speak.

DARTH VADER (CONT'D)
Seven. One. Five. Two. Five. Six.

He waits.

DARTH VADER (CONT'D)
Hear me.

INT. JEDI TEMPLE ON THE CORUSCANT MOON - SHMI'S QUARTERS

Shmi Skywalker's eyes snap open and she bolts upright in bed.

SHMI Seven. One. Five. Two. Five. Six.

C3POs eye's light up.

THREEPIO Oh dear! Anakin's Midichlorian score.

Shmi turns to him.

SHMI What?

THREEPIO His Midichlorian score, if you remember. Has he taken the test again?

She stares into distance.

SHMI He is... in trouble. I know where he is. I have to help him. Threepio, I need a ship.

EXT. CORUSCANT - DAWN

Shmi pilots a small cruiser along the rocky desert. She arrives at the cliff and maneuvers the ship into the cave.

INT. LAMORAMORA CAVE

Shmi sets the ship down near Vader. He is unconscious; his breath shallow.

She rushes from the ship, trying to hold back tears. She arrives beside him.

SHMI Anakin! Anakin! What happened to you? Oh Anakin, I brought what I could, but...

She surveys his body. She places a hand on the breather in her chest.

INT. LAMORAMORA CAVE

Shmi drags Vader's body to the base of the ship.

She ducks inside and emerges with tools and droid parts,
speaking as she drags them toward him.

SHMI These were meant for me...

She drops the heavy parts next to him. She grabs a long metal shaft that could be part of a leg.

SHMI (CONT'D)
But I think we can make them work for you, my son.

She connects the rod to another piece. They move like a foot flexing.

EXT. JEDI ASTEROID BASE

Obi Wan lands a ship outside the base.

INT. JEDI ASTEROID BASE

Yoda and Bail Organa sit at a table. Obi Wan enters the room.

BAIL Obi Wan! Thank goodness!

He rushes over to embrace the slightly startled Jedi.

Obi Wan nods at Yoda. He places Vader's lightsaber on the table. Yoda stares at it.

YODA Master Windu... he is not with you?

OBI WAN (Concerned)
He did not return?

Yoda shakes his head.

OBI WAN (CONT'D)
I'll go back. He has the-

A bang and a crash. All three of them twist toward the door.

Obi Wan draws his lightsaber as the noises grow closer. The door bursts open.

Unable even to stand, Mace Windu stumbles into the room. He is cut, bloody, burned.

He pulls his cloak to the side, revealing two healthy babies held in a muscular, burned arm.

His eyes roll back in his head. He falls to the floor,
losing his hold on the babies. Obi Wan and Bail rush forward, each catching one.

YODA Hm.

Yoda places a hand on Windu's head. He nods solemnly to Obi Wan.

BAIL They are...

OBI WAN Twins. Yes. That is Leia. This-

He holds a wide-eyed Luke up in front of him.

OBI WAN (CONT'D)
Is Luke.

YODA Powerful they will be. Know of their survival, Sidious must not.

Bail looks at Yoda.

BAIL I'll... take Leia.

He stares at the baby in his arms.

BAIL (CONT'D)
Our home has been so quiet.

Obi Wan continues staring at Luke.

OBI WAN Natural twins, born in an unnatural time. Part of me does not wish to see them endure separation.

He looks at Vader's lightsaber.

OBI WAN (CONT'D)
My name is spoken in whispers. My face decorates the galaxy. Sidious will use me as an excuse to hunt and kill any remaining Jedi.

Distraught, he looks to Yoda.

OBI WAN (CONT'D)
I am split and split again. I cannot care for the boy.

Yoda places a hand on Obi Wan's outstretched arm. They both look at Luke.

YODA A home for him you can find. Stay close. Keep watch. Heal. At first,
play your role...

Yoda looks at Bail.

YODA (CONT'D)
In time, return to who you once were.

BAIL What will you do, Master Yoda?

YODA To the temple I will return. A distress signal, warning the remaining Jedi, I will create.

BAIL And then?

YODA Then...

Yoda turns to Luke.

INT. LAMORAMORA CAVE

Shmi carefully runs a welder along the top of her mechanical leg. Finishing, she grabs the leg, and winces as she turns and pulls it from her body.

She adjusts it so it's longer.

Vader lies next to her. He has one mechanical leg and two mechanical arms. A panel of buttons is affixed to his chest.

She affixes the other leg to the stump where his knee once was.

His breathing is short and weak.

She gives him a last, loving look.

SHMI I do not know what you've done to deserve this.

She starts disconnecting the breathing apparatus about her neck.

SHMI (CONT'D)
Your path will not be an easy one.

She removes the breathing system. She gulps for air.

SHMI (CONT'D)
I hope, one day...

She connects the device to the panel on his chest. She wraps the breather around his neck. She presses buttons on the panel.

SHMI (CONT'D)
You will find peace.

She lies down next to him. Her last full breath is his first.

EXT. LAMORAMORA CLIFFS - DAWN

The sun rises behind the Lamoramora cliffs. Shmi's ship bursts from the cave.

INT. JEDI TEMPLE ON THE CORUSCANT MOON

Pistons plunge and lift as Vader's mechanical legs propel him through the temple. He walks to his old room.

INT. JEDI TEMPLE ON THE CORUSCANT MOON - ANAKIN'S ROOM

Vader wraps black material over his new mechanical arm. His legs are now covered in long, black boots; his body in a black, sealed suit.

A long black cloak drapes around him, attached at one shoulder.

His breathing is still ragged. He presses his mouth to the neck attachment when he needs a particularly deep breath.

He walks to the door of the room. He stares for a moment at a box by his old bed - the box that held his first lightsaber.

He turns and leaves.

INT. JEDI TEMPLE ON THE CORUSCANT MOON

Vader grabs a lightsaber from a room filled with droids and other Jedi practice equipment.

Everything is placed just-so, ready for use but, save for the half-man, half machine struggling to breathe, no one is there.

EXT. JEDI TEMPLE ON THE CORUSCANT MOON

A lightsaber swinging at his hip, Vader walks toward a ship in the distance.

The ship explodes. Vader shields his eyes as he walks toward the burning wreckage.

From flame and smoke, Yoda walks calmly from the destroyed ship.

Vader sneers.

DARTH VADER Obi Wan could not destroy me. Neither will you.

He ignites the lightsaber. His swings are vicious, massive;
but Yoda, appearing to hardly move, avoids them easily.

Soon Vader is wheezing. He falls to one knee in front of Yoda.

YODA The Dark Side I sense in you.

Vader looks into Yoda's eyes. He gulps breath as he speaks.

DARTH VADER Do as you are sworn to then, Master.

Vader's head drops as he struggles to catch his breath.

Yoda appraises him.

YODA Much faith we placed in you. It is difficult to see in dark times, of that your new master made sure.

Yoda gestures, and the two halves of the prophecy holocron float from his pocket. One lands in each hand.

YODA (CONT'D)
In the darkness, turn to the prophecy I did, for sight. But with only one half I could not know, if misplaced was my belief.

He raises the pieces over his head. Light glows between them as they come together. Vader eyes the holocron warily.

YODA (CONT'D)
Know do you, that one cannot hear his own prophecy?

The halves come together in a burst of glowing light. They seal into one.

DARTH VADER Argh!

Hands rush to his ears and Vader releases a massive scream as blinding pain washes over him.

YODA We must live our destinies.

Propelled by pain, Vader pushes himself to his feet and runs toward the Skywalk.

The holocron merges fully together. Images float from the top of the pyramid.

Vader reaches the Skywalk and leaps, still blocking his ears.

Stark symbols float from the prophecy. Yoda speaks as the images form in front of him.

On the Skywalk, the scenes of Anakin and Vader's life fade in and out behind him as he falls.

YODA (O.S.) (CONT'D)
Son of two suns...

On the Skywalk - A young Anakin walks the sand hills of Tatooine as twins suns in the sky cause shimmering heat waves.

YODA (O.S.)(CONT'D)
Dawning revolution.

Images of Grievous, Dooku, and Palpatine flow across the Skywalk's white walls. Anakin is pinned up against the wall by his father, BIL. He chokes.

YODA (O.S.) (CONT'D)
Destiny divided...

On the Skywalk - Anakin is in his living room, talking to QUI GON JINN.

QUI-GON JINN IMAGE I'm here to offer you something we have never offered before.

ANAKIN IMAGE What's that?

QUI-GON JINN IMAGE A second chance.

YODA (O.S.)
Of hatred.

On the Skywalk - Anakin fights with Bil.

YODA (O.S.) (CONT'D)
Death of the self in the darkest night.

On the Skywalk - Burned and bloodied, Bil rolls away from Anakin.

YODA (O.S.) (CONT'D)
Natural shapes, unnatural light.

On the Skywalk - Palpatine's face transmogrifies into Sidious's.

YODA (O.S.) (CONT'D)
The Skywalker finds solace...

On the Skywalk - Anakin sits next to Palpatine.

PALPATINE IMAGE Don't blame yourself Anakin.

Anakin squeezes his eyes closed and rests his head on Palpatine's shoulder.

YODA (O.S.)
In the darkness.

On the Skywalk - Anakin moves in almost total darkness. The walls around him drip with moisture. He turns. Two Anakin Skywalkers face him; the light from their swords cast deep shadows on the other.

YODA (O.S.) (CONT'D)
She, a flaming fortune fantasy.

On the Skywalk - Anakin looks up at Padme, standing on a tree limb.

YODA (O.S.) (CONT'D)
Noble souls, at odds with circumstance.

On the Skywalk - Images circle Padme's belly. She smiles and her eyes flood with tears.

In front of the Skywalk, Darth Vader unleashes a scream of torture and despair.

VADER Aaa!

YODA (O.S.)
The deepest shadow...

On the Skywalk - Padme watches Anakin walk toward the Black Sun cave.

YODA (O.S.) (CONT'D)
Loses the only light.

On the Skywalk - Padme and Anakin float together in a dream. Padme fades from view as Anakin is pulled into the darkness.

On the Jedi moon - a tear drops from Yoda's eye. He pauses.

Vader, still falling, removes his hands from his head as if numb from the pain.

Yoda resumes.

YODA (O.S.) (CONT'D)
Son of two sons...

On the Skywalk - Bil, a fully grown Anakin Skywalker, and a seveteen-year-old LUKE SKYWALKER stare across sand hills of Tatooine in front of twin suns causing shimmering heat waves.

YODA (O.S.) (CONT'D)
Daring revolution.

On the Skywalk - Luke launches torpedoes from his X-Wing Fighter at the Death Star. The Death Star bursts into a supernova.

YODA (O.S.) (CONT'D)
Destiny collided...

On the Skywalk - Luke stands across from Vader above a carbon freezing chamber. He ignites his lightsaber. Vader ignites his own.

YODA (O.S.) (CONT'D)
The savior created.

On the Skywalk - In the cloud city, Vader puts away his sword and holds his hand out to Luke. A calm comes over Luke. He drops. The wind whips as Vader watches him fall.

YODA (O.S.) (CONT'D)
Born of the self in the dawning light...

On the Skywalk - Anakin whispers to Padme in the Jedi temple.

ANAKIN IMAGE If it's a girl?

PADME IMAGE Leia. If it's a boy?

ANAKIN IMAGE Luke.

YODA (O.S.)
I and I, natural fight

On the Skywalk - Luke talks to LEIA on the Endor moon.

LUKE IMAGE There is good in him. I've felt it.

YODA (O.S.)
The Skywalker finds power...

On the Skywalk - Luke faces Vader on the Endor moon.

LUKE IMAGE I've accepted the truth that you were once Anakin Skywalker, my father.

YODA (O.S.)
In the darkness.

On the Skywalk - Luke brings his lightsaber down on Sidious,
only to be blocked by Vader's sword. Luke turns to fight Vader.

YODA (O.S.) (CONT'D)
He, a blazing fortune fantasy...

On the Skywalk - Luke knocks Vader to his knees, slashes his hand off at the wrist.

YODA (O.S.) (CONT'D)
Noble souls, forged of circumstance.

On the Skywalk - Luke address Sidious.

LUKE IMAGE I am a Jedi, like my father before me.

The image fades as another takes over. Vader collapses as he throws Sidious into the depths of the Death Star.

Yoda pauses again, looking at the images.

He extends a hand.

The first penury - Darth Vader's helmet - flies to him from the Jedi temple. He hurls it into the Skywalk.

The penury catches up with Vader. It hovers a foot over his head.

YODA (O.S.)
The strongest son...

On the Skywalk - Luke drags Vader's body through the Death Star.

The image changes - Bil - burned and scabbed and streaked with blood, rolls away from Anakin.

ANAKIN IMAGE Father, look at me.

The image changes again - Luke collapses from the strain of carrying Vader. Vader draws him closer.

VADER IMAGE Luke, help me take this mask off.

YODA (O.S.)
Casts the brightest light.

On the Skywalk - Anakin kneels next to Bil as he nears death.

BIL IMAGE I won't see you. I won't say goodbye.

Anakin's eyes fill with tears as he watches his father die.

The image changes for a final time - Luke kneels next to Vader as he nears death.

VADER IMAGE Let me look on you with my own eyes.

Slowly, hesitantly, Luke removes the mask from his father's face. There, beneath the scars is an elderly man. His eyes do not focus. But the dying man smiles at the sight before him.

The penury draws close. Vader reaches and pulls it down. It seals with the breathing device, completing the mask. His breath grows full, strong.

As the Skywalk dims, one last sound plays. BERU's voice echoes and fades as Vader lands.

There's too much of his father in him.

There's too much of his father in him.

The Skywalk grows dim as Vader reaches the bottom. He walks forward, his black body growing closer and closer. The red and white buttons of his chest plate fill the screen. Then blackness, blackness, and a tiny spark of blue light.

EXT. SPACE NEAR ALDERAAN

Smoke and flames consume the Skywalk on Alderaan. It crumbles and falls.

EXT. SPACE NEAR NABOO

The Skywalk tumbles on Naboo.

EXT. SPACE NEAR TATOOINE

The Skywalk on Tatooine falls to the ground.

EXT. CORUSCANT

The Skywalk shakes and rumbles. Cracks form and fires burst. It explodes.

INT. SENATE ON CORUSCANT - NIGHT

Maul lies on the floor, a huge burn mark on his chest. He takes short, small breaths.

Sidious, battered and bloodied, limps from the room. He places a hand in his pocket. He fumbles around. He pulls it out and looks at the empty palm.

SIDIOUS Arh!

His scream, loud enough to bring a building down, echoes through the chamber.

Maul's head drops to the floor. His face peaceful. He dies.

EXT. JEDI TEMPLE ON THE CORUSCANT MOON

Light and images no longer spew from the holocron. Yoda pulls it down from over his head. He looks at it for a moment, then places it on the ground.

Leaning heavily on his stick, he walks slowly to the Temple.

EXT. SPACE NEAR THE JEDI MOON

Yoda's one-man ship leaves the moon. It flies across the planet and makes the jump to light speed.

FADE TO BLACK:

FADE IN:

INT. SENATE ON CORUSCANT - DAY

Bail Organa watches Palpatine address the Senate. His face is hidden by a heavy, hooded robe.

PALPATINE And though the attack by the Jedi has left me scarred, my resolve has only been strengthened! The new grand empire will see the Jedi snuffed out so they may never betray us again.

He raises his arms to glorious applause.

EXT. SPACE NEAR THE JEDI MOON

The ship with the mounted disc emerges from hyperspace. Power builds in the disc. It targets a massive burst of energy at the Jedi moon until, finally, the moon cracks, and explodes.

The holocron tumbles into deep space.

INT. THE BELLUM - COMMAND CENTER

Darth Vader stands, arms crossed, next Admiral Tarkin. They watch together, as outside construction commences on the Death Star.

Vader turns and walks the ship's long gangway, his long steps causing his cloak to sway behind him, his hands crossed behind his back.

EXT. TATOOINE - EVENING

Head hidden under a heavy, brown robe, Obi Wan Kenobi rides a camel-like creature across the desert. He reaches a modest hut. Clutching something small in his hands, Obi Wan dismounts.

OWEN and BERU LARS - a young couple with sad eyes - exit the hut and walk to Obi Wan.

EXT. TATOOINE - EVENING

Still hidden under his hood, Obi Wan talks to the young couple.

OWEN LARS You say he's Anakin Skywalker's child?

Obi Wan nods.

Owen looks at Beru. She looks at Obi Wan.

BERU LARS Anakin used to play with our son,
Luke, before he died. He was...

She looks across the desert. Twin suns set in the distance.

BERU LARS (CONT'D)
A good friend, to our son.

Obi Wan follows her gaze. In the shimmering heat he sees a vision of a small boy - Luke - bullied by older kids. He's pushed to the ground. The kids run away, laughing.

A twelve-year-old Anakin Skywalker enters the image. He runs to Luke and helps him up. He brushes him off, and puts and arm around him. Grateful, Luke smiles as Anakin talks to him.

Obi Wan returns his gaze to Beru. She takes the baby.

OBI WAN He must remain hidden, safe. I will watch over him.

OWEN LARS We understand.

Beru smiles at baby Luke. He sleeps soundly in her arms.

Obi Wan nods at each of them and turns to go.

BERU LARS Wait! How we will find you? We don't even know your name.

Obi Wan turns back. He pulls down his hood. His hair is long and frazzled. His beard is thick and showing gray. He is barely reminiscent of his old self, or the clones.

OBI WAN Call me Ben.

END

THE SKYWALKER Son of two suns Dawning revolution. Destiny divided Of hatred.
Death of the self in the darkest night Natural shapes, unnatural light.
The Skywalker finds solace In the darkness.
She, a flaming fortune fantasy Noble souls, at odds with circumstance.
The deepest shadow Loses the only light.
Son of two sons Daring revolution.
Destiny collided The savior created.
Born of the self in the dawning light I and I, natural fight.
The Skywalker finds power In the darkness.
He, a blazing fortune fantasy Noble souls, forged of circumstance.
The strongest son Casts the brightest light.