Disclaimer: In no way at all do I own any of the original character, locations, ships, or anything else mentioned in Star Wars. They are all owned by George Lucas. I only own my OC. Any similarities between this story and another are purely accidental.

A/N: Should I make the episodes into different stories, or combine them all? I've seen other writers combine Episodes I, II, and III and they work well with it. What do you think? Should I do the same?

Masked Masquerader: The encouragement is completely welcomed!

xXxArwenxXx: I'm glad you like the Obi-Wan/Lyra thing. I was afraid I'd be going too fast. Let me know what you think.

Manson: Here's that update!

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At the edge of the swamp, a Gungan sentry sat on top of an ancient temple head, searching the grassy landscape with a pair of electrobinoculars. His gaze landed on the droid armies approaching the swamp, and yelled down to Anakin, who was seated at the foot of the statue.

"Daza comen!"

In response, Anakin ran over to where Padmé, Lyra, and the two Jedi were discussing battle plants with five Gungan generals. Captain Panaka and a dozen or so guards pulled up, exiting the speeders and joining the group.

"What is the situation?" asked Padmé, looking at Panaka.

"Almost everyone's in camps," reported Panaka. "A few hundred police and guards have formed an underground movement. I brought as many of the leaders as I could. The Federation's army is also much larger than we thought, and much stronger." He sighed pessimistically. "Your Highness, this is a battle I don't think we can win."

"The battle is a diversion," explained Padmé, a devious smile curling her lips. "The Gungans must draw the Droid Army away from the cities. We can enter the city using the secret passages on the waterfall side." She pointed to a hologram of the palace that had been set up. "Once we get to the main entrance, Captain Panaka will create a diversion, so that we can enter the palace and capture the Viceroy. Without the Viceroy, they will be lost and confused."

Lyra looked admiringly at the young monarch. Beside her, Qui-Gon and Obi-Wan looked on with interest.

"What do you think, Master Jedi?" asked Padmé, looking at the two.

"The Viceroy will be well-guarded," commented Qui-Gon.

"The difficulty is getting into the throne room," said Panaka. "Once we're inside, we shouldn't have a problem."

"There is a possibility with this diversion many Gungans will be killed."

Boss Nass waved the worry away. "Wesa ready to do are-sa part!" he stated, proudly thumping his chest with his fist.

Lyra smiled. I guess not all Gungans are like Jar Jar, she thought, watching the Gungan smile in a worried and sheepish way.

"We have a plan which should immobilize the Droid Army," continued Padmé. We will send what pilots we have to knock out the Droid control ship which is orbiting the planet. If we can get past their rayshields, we can sever communication and their droids will be helpless."

"A well-conceived plan," said Qui-Gon. "However, there's a great risk. The weapons on your fighters may not penetrate the shields on the control ship."

"And there's an even bigger danger," added Lyra. "If the Viceroy escapes, Your Highness, he will return with another army."

"A stronger one," added Obi-Wan, echoing Lyra's worry.

Padmé looked at the two Padawans. "That is why we must not fail to get the Viceroy," she said. "Everything depends on it."

---

Padmé, followed by her handmaidens, Obi-Wan, Qui-Gon, Lyra, Anakin, and R2 stealthily headed for the entrance to the main hangar in Theed's central plaza. Behind them followed twenty Nubian guards, pilots, and troops. Stopping at a corner, Padmé signaled to Panaka across the plaza with a small red laser.

Qui-Gon leaned over to Anakin. "Once we get inside, Ani, you find a safe place to hide and stay there."

"Sure," muttered Anakin. When Qui-Gon was out of hearing range he leaned towards Lyra. "Why'd they bring me if I'm just gonna have to hide?" he asked.

Lyra hid a smile. "You never know," she said in a sing-song voice. "You might be of help."

Droid troops milled about the tank-filled plaza. At the far end, several droids began to run and fire. The Nubian soldiers fired back, causing a huge ruckus. Under cover of the disturbance, Padmé and her troops rushed into the main hangar while Captain Panaka and his soldiers continued to engage the droids outside.

Alarms sounded in the hangar as Padmé, the Jedi, Anakin, Lyra, and the troops rushed inside. Battle droids began firing at them as they ran for cover. While Anakin hid under a Nubian fighter, the Jedi and Lyra used their lightsabers to deflect the bolts back onto the droids, causing them to explode.

"Get to your ships!" Padmé shouted.

The pilots and their R2 units headed for the ships stacked in the hangar bay. One of the pilots jumped into the ship the Anakin was hiding under.

"Better find a new hiding place, kid," he said. "I'm taking this ship."

Anakin nodded and climbed into the cockpit of an unoccupied ship.

Captain Panaka, the decoy Queen, and Nubian troops and destroyed the remaining droids. Padmé and the three Jedi joined the Captain, shooting down the last of the droids.

"My guess is the Viceroy is in the throne room," said Padmé.

The headed for the exit, passing the starfighter where Anakin was hiding. R2 whistled a greeting as Anakin popped out of the cockpit.

"Wait for me!" he called, trying to climb out of the ship.

"No Ani," said Qui-Gon, "you stay there. You stay right where you are."

"But I—"

"Stay in the cockpit," ordered Lyra firmly in a voice that had no room for argument.

As they neared the exit, the blast doors slid open, revealing the horned red-and-black skinned Sith Lord that had attacked Qui-Gon on Tatooine. Padmé and her troops backed away as the Jedi stepped forward.

Lyra plunged her hand into her pocket, bringing out her lightsaber. Qui-Gon saw this and shook his head, indicating for her to go with the Padmé.

"Follow them, Lyra," he said. "We'll handle this."

Lyra caught Obi-Wan's gaze, looking at him doubtfully. She really didn't want to leave her old friends, but with a sinking heart she realized her skills were not strong enough to deal with a Sith Lord. She had, after all, missed training for seven years.

With many misgivings, she turned around and followed Padmé.

---

In the palace hallway, Padmé, the decoy Queen, and their troops were trapped in a hallway by battle droids.

"We don't have time for this, Captain," said Padmé in an irate voice.

"Let's try the outside stairway."

Panaka blasted a hole in the window. The group made their way outside the building onto a ledge about six stories above a raging waterfall. Lyra deflected a few of the droids blasts with her lightsaber before climbing onto the ledge as well, leaving the decoy Queen and the troops to hold off the droids.

Padmé, Lyra, Panaka, and ten other Nubian soldiers were lined up on the ledge. Padmé handed Lyra a small pistol. The group aimed at a ledge four stories above. Thin cables shot out and embedded themselves in the ledge, enabling the group to scale the wall.

When they reached the top, Panaka blasted the window away with a blaster. Padmé, Lyra, and the others climbed into the hallway, heading for the door of the throne room.

Suddenly, two destroyer droids skittered in front of the door. Two more appeared at the far end of the hallway, trapping them in the middle.

"Throw down you weapons," ordered Padmé, dropping her blaster on the ground, "they win this round."

"But we can't…" began Panaka.

"Captain, I said throw down your weapons!" snapped Padmé.

Lyra dropped her blaster, although keeping her lightsaber safely in her pocket. "Do you have a Plan B, Your Highness?" she asked quietly.

Padmé looked straight ahead. "I'm working on it."

The group was herded into the throne room by ten battle droids, stopping before the Viceroy and four Neimoidian council members.

"Your little insurrection is at an end, Your Highness," said the Viceroy confidently. "Time for you to sign the treaty and end this pointless debate in the Senate."

The decoy Queen then burst into the throne room, accompanied by several troops. "I will not be signing any treaty, Viceroy, because you've lost!" she shouted.

"After her!" shouted the Viceroy. "This one's a decoy!" He turned back to Padmé as six droids rushed out of the throne room. "Your Queen will not get away with this."

Padmé slumped down on the throne and immediately hit a security button on the armrest. It opened a small panel in her desk, opposite Captain Panaka. Padmé grabbed two pistols and tossed them to Panaka and another officer while taking one for herself. Lyra ignited her lightsaber and destroyed the remaining droids. Padmé hit the switch to close the door and Panaka threw more blasters to the others.

"Now Viceroy," hissed Padmé, "this is the end of your occupation here."

The Viceroy scoffed. "Don't be absurd. There are too few of you. It won't be long before hundreds of destroyer droids break in to rescue us."

Suddenly, a sharp sense of loss hit her hard. A look of horror came across her face as she realized what it could be.

"Padmé," she said, looking at her, "I'm going to find Qui-Gon and Obi-Wan. Can you handle this on your own?"

Padmé nodded, and Lyra sped out of the throne room, the feeling of dread growing stronger.

---

A/N: I was going to make Lyra fight Darth Maul with Obi-Wan and Qui-Gon, but then realized that she doesn't have enough experience to fight with a Sith Lord. She'll gain the skills in the ten years between TPM and AOTC.