This screenplay is copyrighted to its author. All rights reserved. This screenplay may not be used or reproduced without the express written permission of the author.
"STAR WARS" EPISODE III: RISE OF THE SITH Screenplay by Sydney Cuthbert Based on a story by Tom Schmidt 6572 Carriage Lane Stone Mountain, GA 30087 Tom Schmidt s.l.cuthbert@att.net tschmidt@sandiego.edu 678.476.0655 EXT. SPACE - TITLE CARD "A long time ago, in a galaxy far, far, away . . . . " A vast sea of stars serves as a backdrop for the main title, followed by a roll-up, which crawls into infinity. EPISODE III: RISE OF THE SITH It has been five years since the Clone Wars began. Dozens of worlds have been scarred and thousands of lives lost. The Jedi Knights have sustained terrible casualties as they prepare for what might be their ultimate battle with the Confederacy of Independent Systems at the strategic planet of Alderaan. Meanwhile, the mysterious Darth Sidious schemes to convert Anakin Skywalker to the dark side as a weapon against the Jedi . . . PAN DOWN to a Trade Federation battleship, accompanied by three huge dreadnoughts and a droid control ship moving through space. INT. FEDERATION FLAGSHIP - BRIDGE NUTE GUNRAY and RUNE HAAKO watch an approaching planetary system on the main viewscreen. NOONTA GRABUNTING, the grizzled Neimoidian captain, approaches the viceroy. NOONTA (in Neimoidian) We are entering Alderaan system, viceroy. NUTE (in Neimoidian) Excellent, captain, excellent. Normal approach channels, we don't want to alarm them, eh? Heh, heh, heh, hehhhh. He watches the beautiful blue-green planet grow large on the viewscreen. Rune Haako nervously rubs his hands together, shakes his head. 2. INT. FEDERATION FLAGSHIP - CABIN A holographic image of Alderaan floats before a silver-haired figure brooding in the darkness. COUNT DOOKU is roused from his meditation by a hologram of DARTH SIDIOUS. Dooku bows his head reverently. DOOKU We have entered the Alderaan system, my lord. DARTH SIDIOUS Everything is in readiness here. You know what to do. Dooku bows his head. Darth Sidious' evil LAUGHTER and hologram fade. Dooku slowly closes his gloved hand around the hologram of Alderaan, as though he were considering crushing the planet. EXT. SPACE - ALDERAAN The sinister armada closes on the planet. EXT. CORUSCANT - EXECUTIVE QUARTERS BUILDING - DAY A constant flow of mostly civilian air traffic fills the smoggy skies above the gleaming city. INT. BAIL ORGANA'S OFFICE - DAY The door whooshes open, SUPREME CHANCELLOR PALPATINE enters with an apologetic smile. PALPATINE My sincerest apologies, ah, I was unavoidably detained by urgent matters of state. YODA, MACE WINDU, OBI-WAN KENOBI, ANAKIN SKYWALKER, PADMé AMIDALA-SKYWALKER, and BAIL ORGANA rise to their feet as Palpatine joins them. YODA Mmm, understandable this is, Chancellor. Most difficult times are these, hmn? MACE WINDU Indeed. What news? Palpatine sighs, deeply distressed. 3. PALPATINE Grim, I fear. Bothan intelligence agents inform us that the separatists are preparing to launch an invasion. A murmur of dismay sweeps through them. PADMé Do we know where they're going to strike? PALPATINE Alderaan. BAIL ORGANA But, why? We've remained neutral. PALPATINE They care little for diplomatic immunity. They seek to disrupt and confound us at every turn. MACE WINDU A successful coup would send a message that no world is outside their reach. OBI-WAN I can't believe they have such callous disregard for the innocent lives that would be lost. Anakin stands slightly off by himself, wrapped in his own thoughts. BAIL ORGANA I must return home at once. PADMéPALPATINE Is that wise? Far too dangerous, Viceroy Organa, if -- BAIL ORGANA I appreciate your concern, but that is my home world. Palpatine nods his head in resignation. YODA Anything of their strength do we know? PALPATINE A bit. We suspect Count Dooku is leading them. 4. Anakin's head snaps up. His face darkens, his mechanical hand clenches. ANAKIN Dooku . . . ! Obi-Wan glances disapprovingly at him. Anakin stares back defiantly, then looks away. OVER this: PALPATINE (OS) His experience and leadership may make this rabble a formidable threat to the peace and safety of the Republic. BAIL ORGANA I respectfully request a dispatch of troops at once, Chancellor. Yoda and Mace Windu exchange a look of foreboding. PADMé Though I'd hoped we could avoid conflict, I'm forced to agree. We don't want a repeat of what happened on my home world. Naboo will support such a move also. Obi-Wan studies Anakin, trying to sense his feelings. Anakin pulls his robes tighter, as though to shield himself from his mentor. PALPATINE I, too, see no alternative, as much as it pains me. YODA The Jedi also do I recommend. If present Dooku is, too great may his powers prove otherwise. They assent. Mace Windu glances at Obi-Wan, who nods. Yoda looks from Obi-Wan to Anakin, thoughtful. INT. EXECUTIVE QUARTERS BUILDING - CORRIDOR - DAY Obi-Wan sees Anakin staring through a window, angry. Air traffic zooms past outside in a constant flow. Obi-Wan turns to find Padmé watching him, concerned, and a little apprehensive. Obi-Wan stands beside his apprentice. Anakin doesn't look at him. 5. OBI-WAN A Jedi does not seek revenge, Anakin, it is not our way. Anakin turns on him, but bites back his retort. He turns sullenly to the window. OBI-WAN Far too much is at stake, we cannot afford internal disunity now, my padawan. ANAKIN Always your padawan. Will I ever be a Jedi? OBI-WAN You already are. I simply -- ANAKIN Then treat me like one! Let me follow my feelings. There's only one way to deal with Dooku. His stare challenges Obi-Wan to disagree, but Obi-Wan just looks at him calmly. OBI-WAN We've had this discussion before. You'd best prepare. We'll be leaving shortly. Anakin doesn't answer. Obi-Wan, troubled, turns and walks away. Behind him, Anakin's jaw tightens. EXT. CORUSCANT - APARTMENT BUILDING - DAY Immense skyscrapers sprawl over a vast acreage in the diplomatic sector. INT. PADME AND ANAKIN'S APARTMENT - DAY Padmé gazes through the huge window as two military speeders fly past, bank and disappear. Anakin moves up behind her, slips his arms around her waist. She turns to look into his eyes, they kiss tenderly. When they break, she studies him, concerned. PADMé What's wrong, Annie? He shakes his head, mildly irritated. 6. PADMé I know something is. Lately, you've been so -- ANAKIN What? His angry undertone startles her. He shakes it off, hugs her tightly. ANAKIN Ahh . . . I'm sorry, Padmé. It's just all this . . . He shrugs, smiles warmly at her, the old Anakin once again. ANAKIN Sometimes I don't know how you put up with me. I just want you to know . . . PADMé I know. You and Obi-Wan have so much to deal with. I only wish there were more I could do. ANAKIN You're already doing more than I want you to. PADMé It's my fight as well. As a matter of fact, I was involved long before you were. He turns away, angry again. ANAKIN What's that supposed to mean?! You think I'm still a child?! Well I'm not! PADMé Of course you aren't. Take it easy, Annie, I'm not your enemy, and neither is Obi-Wan. He's a friend, a good friend. She slips into his arms. His anger dissolves, they kiss gently. At precisely the wrong moment, C-3PO trundles in. 7. THREEPIO Master Anakin, yoo-hoo, we're ready to -- oh! Oh, my, I'm so sorry. How clumsy of me, I didn't mean to -- PADMé It's all right, Threepio. We were just saying our goodbye -- Anakin gently covers her lips with his fingers. ANAKIN Temporary farewells. Never goodbye. R2-D2 rolls in, BEEPING and WHISTLING cheerfully. They both look at him and laugh. Anakin kisses her again. ANAKIN This will all be over soon, don't worry. He gathers up his things, pauses at the door for a last look and confident smile, then heads out. Padmé gazes after him, disturbed. THREEPIO Now you be sure to take good care of Master Anakin, Artoo. Even a Jedi can't be too careful in times like these. Artoo BEEPS a cheerful reply, and rolls off after Anakin. THREEPIO Don't be so sure of that. And you be careful, too. You know you're always getting into trouble when I'm not around! Sometimes I don't know how you managed to -- Artoo BEEPS a curt response as he exits. Despite his lack of facial features, Threepio manages to look offended. THREEPIO Well, really! Some droids can't even take a bit of constructive criticism. Stupid little short- circuit! I don't know what he'd do without me. Who would be there to -- And so forth as he bustles out. Padmé hugs herself, repressing a shiver. 8. EXT. SPACE - CORUSCANT A large fleet of Republic starships, including prototype Star Destroyers and various starfighters, moves away from the planet. EXT. CORUSCANT - EXECUTIVE QUARTERS BUILDING - CHANCELLOR'S OFFICE - BALCONY - DAY High on one of the giant towers, Palpatine stares up at the tiny specks twinkling against the smoggy sky. A slight smile plays about his lips. INT. REPUBLIC FLAGSHIP - CAPTAIN'S CABIN Yoda, Obi-Wan, Bail Organa, Mace Windu and KI-ADI-MUNDI sit at the command table. A hologram of Anakin is projected above its surface. ANAKIN Standing by to jump into hyperspace, Master Yoda. YODA Careful must you be, young Skywalker. Not complete is our information. Much yet remains hidden, and dark portents do I sense. ANAKIN No need to worry, we can handle anything they throw at us. The Jedi exchange an amused look at his brashness. Obi-Wan sighs and shakes his head. MACE WINDU Your starfighters will engage any Trade Federation droid fighters. OBI-WAN Viceroy Organa and I will coordinate ground forces. BAIL ORGANA Captain Rieekan assures me that they're assembled and ready. KI-ADI-MUNDI This disturbs me greatly, it's too blatant and foolhardy. The Sith are not this reckless. 9. OBI-WAN We've been unable to counter them, perhaps they've grown overconfident. MACE WINDU Hopefully, we can use that to our advantage. YODA Nothing for granted must we take. Strong and invasive is the dark side in this, and still know we not the identity of this Sith master. OBI-WAN Who always seems to be one step ahead of us . . . as if he knew what we were planning to do before we did it. INT. ANAKIN'S STARFIGHTER - COCKPIT - MOVING Anakin smiles confidently. ANAKIN Not this time. They won't know what hit them. A hologram of Yoda atop the control console nods grimly. YODA Then, may the Force be with you. ANAKIN May the Force be with you, Master. Yoda's hologram fades. In the navigation module, Artoo monitors the ship's systems, BEEPING fretfully. ANAKIN Relax, Artoo, this time we have all the advantages. Besides, you and I make quite a team. Artoo BEEPS a string of worried queries. ANAKIN Trust me, I can feel -- He stops as a strange feeling washes over him . . . he shivers involuntarily, entranced. Artoo BEEPS, worried. Anakin shakes himself free with an effort. 10. ANAKIN (into commlink) All units -- prepare to jump. INT. INTERCUT - VARIOUS COCKPITS Grim pilots, Naboo and Corellian, ready their instruments. EXT. SPACE The fleet begins to converge. ANAKIN (VO) On my mark . . . jump! They BLAST into hyperspace in an awesome display! EXT. SPACE - ALDERAAN Trade Federation ships orbit the moonless planet, creating a blockade. INT. FEDERATION FLAGSHIP - BRIDGE Nute Gunray surveys the frenetic activity calmly from his walking chair. Beside him, Rune Haako paces, worried as usual. Suddenly, bridge ALARMS begin to flash -- NOONTA Here they come -- ! Nute and Rune strain toward the main viewscreen. EXT. SPACE - ALDERAAN The Republic fleet appears with a ROAR! Trade Federation battleships move toward them. INT. FEDERATION FLAGSHIP - BRIDGE Nute Gunray draws in a shocked breath, Rune Haako trembles. RUNE Th-there's so many of them . . . 11. NUTE It will make no difference! Captain Grabunting -- order all vessels to engage! EXT. SPACE - ALDERAAN The two fleets close the distance. INT. REPUBLIC FLAGSHIP - BRIDGE - MAIN CONTROL DECK Yoda sits in the command chair, surrounded by Jedi in distinctive battle dress. His eyes narrow as he watches the Trade Federation ships approach. INT. REPUBLIC FLAGSHIP - DOCKING BAY Dooku pauses in the act of boarding a small one-man lander. He smiles grimly, sensing Yoda's presence. He enters the lander, the armored cockpit lowers into place with a CLICK. EXT. SPACE - ALDERAAN Trade Federation warships deploy hundreds of droid starfighters. Fifty troop landers streak toward the surface, Dooku's lander nestled among them. INT. REPUBLIC FLAGSHIP - BRIDGE - MAIN CONTROL DECK Yoda turns, nods at the tense CAPTAIN RIEEKAN. EXT. SPACE - ALDERAAN Jedi starfighters and TIE interceptors streak out of the Star Destroyers. Space is lit by flashes and EXPLOSIONS as the battle is joined. From the planet's far side twenty Federation battleships emerge, lasers and ion cannons firing. INT. REPUBLIC FLAGSHIP - BRIDGE Yoda notes the new arrivals with little surprise. YODA (into commlink) All forces . . . engage. 12. EXT. SPACE - ALDERAAN Deadly laser bolts streak through space. EXPLOSIONS erupt on the large ships on both sides. Jedi, TIE and droid starfighters battle fiercely with each other. INT. REPUBLIC FLAGSHIP - BRIDGE Nute Gunray watches raptly, Rune Haako wrings his bony hands in despair. RUNE This will end badly for the Federation, I fear. NUTE Will you cease your pathetic sniveling!? I'm trying to enjoy this! RUNE We should never have agreed to this! The Sith are mad! It will be our ruin! Viceroy, I implore you -- NUTE Silence! Another word, and I will inform Lord Sidious of your treacherous mutterings! Rune subsides reluctantly, trembling. EXT. SPACE - ALDERAAN The two fleets pound each other mercilessly. Smaller ships on both sides EXPLODE. Anakin leads twenty starfighters toward a Federation battleship, weapons firing. INT. ANAKIN'S STARFIGHTER - COCKPIT - MOVING He guides his ship past a swarm of droidships, blowing up several. He zooms through an expanding fireball. ANAKIN Silver wing form up on me, we're going after the flagship. INT. XAN COSTA'S STARFIGHTER - COCKPIT - MOVING He's a grizzled Corellian with a battered optical device over one eye. 13. COSTA Aye, they'll be expectin' that. INT. ANAKIN'S STARFIGHTER - COCKPIT - MOVING He allows himself a tight smile, clenching his mechanical hand. ANAKIN I know. I have a debt to repay. EXT. SPACE - ALDERAAN They blast through the droid ships, and hurtle toward the Federation's flagship. The flagship's guns blaze at them, but they're too small and maneuverable. INT. REPUBLIC FLAGSHIP - BRIDGE Captain Rieekan turns from his console to Yoda. RIEEKAN We've picked up a new group of signals, headed for the planet. Shall we engage? YODA Foreseen this contingent was. (into commlink) Obi-Wan . . . EXT. ALDERAAN - SAVANNAH - DAY Gently swaying grasslands and prairies stretch in all directions, a sea of vari-colored grass. Nearby is a small city, designed to blend harmoniously with the natural habitat. Obi-Wan stands atop a large many-domed fortress, its color flowing in a gradient from the green of the plains to the deep blue of the sky, with Bail Organa and twenty GENERALS. Yoda's hologram flickers before them. YODA Troop transports have they dispatched to the surface. INT. ANAKIN'S STARFIGHTER - COCKPIT - MOVING He blasts a droid fighter into cosmic dust. 14. YODA (VO) (on commlink) Count Dooku, I believe, accompanies them. Anakin reacts. He re-adjusts his course. EXT. SPACE - ALDERAAN Anakin's starfighter breaks away from the battle and streaks toward the planet. EXT. ALDERAAN - SAVANNAH - DAY OBI-WAN Understood. We'll be ready. He turns to the anxious Generals, they salute, hurry off. Bail Organa glances nervously at Obi-Wan, who stares grimly towards the plains below. EXT. ALDERAAN SKIES - DAY Federation troop ships descend rapidly through the fleecy clouds, surrounding Dooku's lander. INT. DOOKU'S LANDER - DAY - MOVING Around him, troop ships open their launch bays. BATTLE DROID (VO) (over commlink) Troops ready for deployment, sir. DOOKU Launch! EXT. ALDERAAN SKIES - DAY Hundreds of AIR-BORNE BATTLE DROIDS, their jet-packs flaring, streak downward like meteors from the troopships. EXT. ALDERAAN - SAVANNAH - FORTRESS - DAY Obi-Wan looks up sharply, grabs his electrobinoculars, focuses them upward. Through them he sees hundreds of aerial battle droids streaking toward them. 15. He lowers the electrobinoculars, his jaw tightening. Bail Organa sees them approaching, and looks stricken. EXT. SPACE - ALDERAAN A Federation battleship is strafed by dozens of Republic starfighters. EXPLOSIONS erupt along its surface. INT. XAN COSTA'S STARFIGHTER - COCKPIT - MOVING He pumps his fists in the air as the battleship begins to drift, disabled. The CHEERS of other PILOTS fill the comm system. EXT. SPACE - ALDERAAN Twenty Republic troopships, smaller and more maneuverable than the Federation ships, streak toward the surface. INT. REPUBLIC TROOPSHIP - MAIN BAY Mace Windu, Ki-Adi-Mundi, EETH KOTH, ADI GALLIA, and hundreds of CLONE WARRIORS stand ready in the huge staging bay. SIV KHANO, a young, red-skinned blue-haired Jedi turns from the controls. SIV KHANO They've dispatched several fighters after us, Master. MACE WINDU Stay on course. It's taken care of. EXT. SPACE - ALDERAAN Jedi and Correlian starships engage the Federation fighters. Ships on both sides EXPLODE. EXT. ALDERAAN - SAVANAH - FORTRESS - DAY The air-borne battle droids appear in the sky. OBI-WAN Take cover! They duck behind battlements as the air-droids zoom past overhead firing laser bolts that EXPLODE chunks out of the fortress. 16. OBI-WAN Stay down! They'll come around for another pass! Bail Organa has a commlink in his hand. BAIL ORGANA They're falling all around the city! We're surrounded! They peer over the battlements. EXT. ALDERAAN - SAVANAH - DAY Herds of Nerfs and Grazers flee before a huge army of BATTLE DROIDS that marches across the sculpted landscape. Behind them roll massive ion cannons and large floating assault weaponry. More landers touch down and discharge their droid cargo. EXT. ALDERAAN - SAVANNAH - FORTRESS - DAY Obi-Wan, Bail Organa and a dozen Generals watch through electrobinoculars. Overhead, small one-man scout ships speed past them headed toward the assault force. EXT. ALDERAAN - SAVANAH - DAY Battle droids march toward the city. The scout ships streak down on them, firing. An EXPLOSION hurls droids in all directions! They immediately go into battle mode, their firing at the scout ships. Fifty SUPER BATTLE DROIDS roll through the ranks toward the front lines and assume battle configuration. As they advance, Republic attack gunships full of Clone Troopers swoop over the hill. They blast scores of battle droids on their first pass. The Federation's giant ion cannons fire after them as they streak away, and BLAST several out of the air. The crash to the ground, EXPLODING. EXPLOSIONS target the ion cannons' shields. Twenty SPHA-T walkers stride over the crest of a hill, blasting droids. Alderaan TROOPS follow them, and take up positions, firing bazooka-like weapons. 17. INT. DOOKU'S COMMAND WALKER - DAY - MOVING Dooku watches the assault, amused. Laser bolts streak past, and EXPLOSIONS detonate around him, shaking the walker slightly. EXT. ALDERAAN - SAVANNAH - DAY EXPLOSIONS everywhere! SPHA-Ts pound the droids. Alderaan troops advance behind them, firing heavy-lasers. It's an inferno of EXPLOSIONS, streaking missiles, and laser fire. Air-borne battle droids swoop in, cutting down Alderaan troops in a deadly hail of laserfire as they overfly the field. Several of them dogfight with the scout ships. EXT. ALDERAAN - SAVANNAH - FORTRESS - DAY Obi-Wan leaps up and hacks an air-borne battle droid in half with his lightsaber. He lands on a battlement, deflecting laserbolts as several more swing toward him. Bail Organa and the Generals fire heavy-blasters, taking out a dozen air-droids. Several Generals also fall. EXT. SPACE - ALDERAAN The Federation's battlecruisers are pounded by the Star Destroyers. One ship EXPLODES, the others are racked by lasers and photon torpedos. INT. FEDERATION FLAGSHIP - BRIDGE The crew's in a panic. ALARMS go off, emergency bulkheads SLAM shut, consoles EXPLODE and spark. Rune Haako looks around in terror. RUNE We're doomed! DOOMED!!! I told you -- NUTE Blind me, where are our reinforcements?! Lord Sidious promised us -- NOONTA They aren't coming! We've been betrayed! 18. NUTE Pull us out of here -- pull us -- EXT. SPACE - FEDERATION FLAGSHIP A direct hit on her bridge superstructure causes a chain reaction of several large EXPLOSIONS! INT. FEDERATION FLAGSHIP - BRIDGE Nute Gunray is shredded by shrapnel. NUTE YAAAAAHHHHH --! The bridge begins to depressurize. Rune Haako covers his head and flees toward the elevators. EXT. SPACE - BATTLE EXPLOSIONS dot the surface of the Federation flagship. A nearby Star Destroyer suffers several EXPLOSIONS. Federation battleships turn about and attempt to escape. INT. REPUBLIC FLAGSHIP - BRIDGE - MAIN CONTROL DECK YODA With them must you stay! No escape must there be. Captain Rieekan nods grimly and bends over a bridge crewman's station. EXT. SPACE - ALDERAAN Federation battleships are pursued by the Star Destroyers. Droid starfighters battle the Republic's ships. EXT. ALDERAAN - SAVANNAH - DAY EXPLOSIONS claim droids and Soldiers. A BATTLE WALKER moves through the field, blasting the Alderaan soldiers. Air-droids streak down, killing more of them. 19. INT. DOOKU'S COMMAND WALKER - DAY - MOVING Dooku watches the battle. An EXPLOSION on the hull rocks him -- he sits upright, alarmed. EXT. ALDERAAN - SAVANNAH - DAY A thousand Clone Troopers sweep out of troop carriers, their weapons blazing. Hundreds more pour down from the surrounding hills. The droids are surrounded and outnumbered. Obi-Wan leads a hundred Clone Troopers and Jedi out of the citadel. OBI-WAN Now! Republic troopships touch down in a blast of retros, discharging hundreds more Troopers and Jedi. They charge into the droids. Lightsabers flash -- lasers streak -- droids EXPLODE with electronic SCREAMS! Troopers blast everything in their path with cold-blooded efficiency. Obi-Wan and dozens of Troopers and Jedi attack the droids from the flank. His lightsaber slices through battle droids. SPAH-T walkers stride through droids, blasting them to shrapnel. The ion cannons are targeted -- their shields flicker and fail. They EXPLODE. Air-borne battle droids streak in, blasting Clones and Jedi, stopping them momentarily. Anakin's starfighter and three others hurtle past, blasting the air-droids. Obi-Wan looks up, shakes his head, smiling. OBI-WAN That boy never could follow instructions. He returns to the fight. INT. DOOKU'S COMMAND WALKER - DAY Dooku watches the rout calmly, as though he were expecting it. He leans over the controls. EXT. ALDERAAN - SAVANNAH - DAY Dooku's walker blasts several rows of battle droids. It turns and strides toward his Geonosian solar sailer. 20. EXT. ALDERAAN - SAVANNAH - DOOKU'S SHIP - DAY Dooku emerges from the walker and heads for his ship. He stops, shakes his head, amused. Ki-Adi-Mundi bars his way, his lightsaber activated. Dooku glares contemptuously as the Jedi Master advances. KI-ADI-MUNDI You have disgraced the Jedi. DOOKU Don't flatter yourselves. He gestures and Four Super Battle Droids appear, firing. Ki- Adi-Mundi deflects their deadly bolts, and leaps to attack. Dooku watches, smiling . . . Ki-Adi-Mundi slices through weapons, deflects laser bolts back into the droids. As he straightens up after felling the last -- Dooku's lightsaber erupts from his chest! The Jedi gasps in pain as Dooku twists the weapon with malicious glee. Ki-Adi- Mundi falls, and Dooku strides toward his sailship. EXT. ALDERAAN SKIES - DAY Jedi starfighters blast air-borne battle droids above the plains. Several droids plummet, trailing smoke and flame. INT. ANAKIN'S STARFIGHTER - COCKPIT - DAY - MOVING He looks up and his face darkens with rage. EXT. ALDERAAN SKIES - DAY Dooku's solar sailer rises from the smoke-strewn surface, accompanied by two graceful, bird-like Geonosian starfighters. INT. ANAKIN'S STARFIGHTER - COCKPIT - DAY - MOVING Enraged, he sets off in pursuit. EXT. ALDERAAN SKIES - DAY Anakin's starfighter streaks after Dooku's ship. 21. INT. DOOKU'S SHIP - COCKPIT - DAY - MOVING He coldly eyes a hologram of the cringing Noonta Grabunting. NOONTA You must help us, we've been routed! The Jedi -- DOOKU Yes, my friend, as they were meant to. NOONTA Whuh-what -- what do you -- Dooku activates a control . . . EXT. SPACE - ALDERAAN Federation battleships erupt in massive fireballs! INT. REPUBLIC FLAGSHIP - BRIDGE - MAIN CONTROL DECK Yoda and the others react with surprise as their quarry EXPLODES. RIEEKAN Back us off -- back us off! Yoda's eyes narrow. INT. ESCAPE POD - MOVING Rune Haako cries out in despair, holding his head as he sees the massive ships destroyed. EXT. SPACE - ALDERAAN The tiny pod hurtles toward Alderaan. Several other escape pods float through the starry sky. INT. DOOKU'S SHIP - COCKPIT - DAY - MOVING His ship's rocked by a BLAST, laserbolts flash past. He glances at his screen, which shows Anakin's starfighter closing on him. Dooku activates one of his controls. 22. EXT. ALDERAAN SKIES - DAY The Geonosian ships bank around and hurtle at Anakin's ship, firing. INT. ANAKIN'S STARFIGHTER - COCKPIT - DAY - MOVING Artoo BEEPS with concern as multiple hits shake the ship. Anakin struggles with the controls as his systems short out. EXT. ALDERAAN SKIES - DAY Dooku's ship rises toward the clouds. Anakin's ship's engines are hit, and he streaks toward the surface, trailing plumes of smoke and flame. INT. ANAKIN'S STARFIGHTER - COCKPIT - DAY - MOVING He glares after Dooku's disappearing ship. Artoo BEEPS frantically, his dome swiveling. Flame retardant sprays out of several of his openings, as consoles spark and erupt around him. EXT. ALDERAAN SKIES - DAY The Genosian ships streak into the clouds as Anakin's ship hurtles toward the surface trailing smoke and flames. INT. ANAKIN'S STARFIGHTER - COCKPIT - DAY - MOVING Anakin coughs, smoke filling the cockpit of his shuddering ship. Artoo BEEPS frantically, trying to re-establish control of the ship's systems. Anakin's focused on fighting the malfunctioning controls, to no avail. EXT. ALDERAAN SKIES - DAY Anakin's ship hurtles toward the ground like a meteor. INT. ANAKIN'S STARFIGHTER - COCKPIT - DAY - MOVING He wrestles the controls, furious. Out of his cracked cockpit he sees the ground rushing up. Artoo SCREECHES in panic. Suddenly, Anakin's tortured face relaxes. DARTH SIDIOUS (VO) You must use your anger, my young jedi. It will help you to survive! 23. A powerful force ripples through him, he shakes and sweats, confused. Artoo BEEPS and WHISTLES frantically. Slowly, Anakin reaches toward the controls. A strange power flows from him into the ship. With a jolt -- EXT. ALDERAAN - SAVANNAH - DAY -- the ship ceases its plunge and glides to a rough landing. It skids across the grass -- INT. ANAKIN'S STARFIGHTER - COCKPIT - DAY - MOVING Anakin holds onto the controls, the strange power flowing from his hands into the ship. Artoo's NOISES change from terror to wonder. EXT. ALDERAAN - SAVANNAH - DAY Anakin's ship skids to a stop against a tall, exotic tree, smoking and leaving a long furrow in the ground. The canopy ejects and Anakin stumbles out, coughing and shaken. Artoo follows, BEEPING in confusion. Anakin falls to his knees, gasping and coughing. He looks toward the sky, trembling, a dawning wildness in his eyes. EXT. ALDERAAN - SAVANNAH - DAY Surviving droids attempt to surrender, but Clone Troopers destroy them mercilessly. On a nearby hillock, Obi-Wan and Mace Windu stand over Ki-Adi- Mundi's body, surrounded by the smoking remains of the Super Battle Droids. INT. JEDI HALL OF ASCENSION - DAY Ki-Adi-Mundi lies in state in the huge hall, illuminated by sunbeams streaking through the towering windows, surrounded by a Jedi honor guard. The huge hall is full of Jedi, padawans, apprentices and heads of state. Among them: Palpatine, Padmé, JAR JAR BINKS, Bail Organa, Artoo and Threepio. THREEPIO Oh, dear, oh, dear, how awful. These are indeed perilous times, my obtuse friend. 24. Artoo BEEPS solemnly in agreement. Yoda, Mace Windu, Obi-Wan, Adi Gallia and Eeth Koth kneel with other Jedi beside the glass sarcophagus. As they rise, Bail Organa, Palpatine and Padmé move up beside them. PALPATINE We grieve with you. PADMé Yes. His death diminishes us all, even as his valor ennobled us. YODA Thank you. Not the end is death to a Jedi, always will he be with us. They move slowly away as dignitaries file past the body to pay last respects. Padmé glances around the great hall. PADMé Where's Anakin? He didn't return with you? OBI-WAN He's helping to supervise the disarmament of the separatists. Bail Organa scowls. BAIL ORGANA What will be done with them? PALPATINE Temporary detention camps are being set up. Afterwards, we'll see what can be done to reconcile our differences, perhaps in time . . . Bail Organa looks away. It's obvious he doesn't agree with this solution. EXT. JEDI TEMPLE - MEDITATION GARDEN - EVENING Obi-Wan and Yoda stroll past varieties of exotic flowers, zen- like fountains where several Jedi meditate in alcoves. Yoda pokes thoughtfully at a new flower bed with his walking stick. YODA Mmm. Soon, will emerge new life, a beginning and a continuation. Always has this been the way of the Force . . . of all things. 25. Obi-Wan looks around sadly. OBI-WAN Ki-Adi-Mundi always liked this, because it was so unlike his home. Somehow . . . I can't help feeling as if we've grown more vulnerable. Our ability to use the Force is greatly diminished. YODA Mmm. All around us spreads the darkness. Into everything it seeps, our hearts, our spirits . . . even fear have I begun to sense among the younger Jedi. OBI-WAN I have felt it also. It seems to become stronger by the hour. He sits down wearily. Yoda puts a hand on Obi-Wan's shoulder. YODA To this must you not succumb, Obi- Wan. Though dark and uncertain is our future, the light must not go out. Obi-Wan nods, drawing a little strength from Yoda's conviction. Yoda looks up at the starry sky, sighing. Threepio and Artoo look down from a shaded walk. Artoo BEEPS plaintively. Threepio nods in commiseration. THREEPIO Indeed, it appears that even in victory, there's little to celebrate. EXT. CORUSCANT - EXECUTIVE QUARTERS BUILDING - DAY Mixed with the air traffic are a large number of military speeders. Late afternoon sunlight is dimmed by the smoggy skies, creating a feeling of gathering gloom. INT. CHANCELLOR'S OFFICES - DAY Palpatine gazes through the huge balcony window. Behind him, LOTT DOD and Rune Haako sit nervously before his desk. 26. RUNE . . . and I, I do not know what to do, Chancellor. A-all seems to be lost, if not for your influence -- Palpatine smiles slightly, his back turned to them. PALPATINE Your Viceroy's death, I fear, leaves you little choice. You must sign the treaty, disband the droid armies, and end your control over the Federation. The Neimoidians look at each other, stunned. RUNE B-but -- but that's -- LOTT DOD Preposterous! You cannot dictate policy to us! Count Dooku is the separatist leader. Why should we -- PALPATINE Nevertheless, you will have to accept the fact that the Federation has outlived its usefulness. NUTE GUNRAY But -- but -- what of our interests? We were promised certain -- Palpatine cuts him off with an impatient wave. Lott Dod rises angrily to his feet. LOTT DOD Never! Never, I say! We will not -- He stops, confused, grabs at his throat, his eyes bulging. He gasps for breath as Palpatine turns slowly, smiling. Rune watches in horror as Lott Dod trembles violently, choking, and falls to the floor, dead. Rune looks at Palpatine fearfully as two red-clad ROYAL GUARDS enter. PALPATINE The ambassador will be staying with us for a time. See to his accommodations. Rune cringes as the Guards pull him to his feet, drag him from the room. 27. RUNE Wait -- wait -- Chancellor -- wait -- please -- ! Palpatine's smile widens as the doors shut. EXT. SENATE BUILDING - DAY The towering edifice is bathed in the late afternoon suns. PALPATINE (VO) At long last, the terrible ordeal we have faced as a people is over. INT. SENATE CHAMBER - DAY The vast rotunda is packed, floating platforms hover everywhere. Palpatine is atop the towering central pinnacle, attended by UV GIZEN, two AIDES and four Red Guards. PALPATINE The Clone Wars have come to an end. Stunned silence is broken by THUNDEROUS APPLAUSE as all the delegates rise to their feet. Palpatine basks in the adulation. Padmé and Jar Jar share a platform, hug each other as Senators celebrate around them. BAIL ORGANA That is good news! Now we can disband the Clone Army -- PALPATINE Oh, I do not think that would be wise at this juncture, Viceroy. Padmé looks at him in surprise as a MURMUR ripples through the huge arena. BAIL ORGANA With the conflict ended, there's no further need -- PALPATINE The Jedi have suffered terrible losses. During the time of transition, there must be some way of maintaining order, must there not? The assembly MURMURS as this is discussed. Padmé and Jar Jar exchange a doubtful look. 28. BAIL ORGANA With all due respect, Chancellor, I thought it had been agreed -- PALPATINE The Clones will be used solely to maintain the peace, I assure you. This is a dangerous time for the Republic. It is vital at this juncture to remain ready to deal with any eventuality. PADMé Sir, perhaps aided by volunteers, the Jedi could -- DARSANA, the Ambassador of Glee Anselem moves his pod to the center of the arena. DARSANA The Jedi have been unable to contain the separatists so far! Why should we believe they will fare differently in the future?! ASK AAK, the Senator from Malastare, moves his pod up beside Organa's and Padmé's. ASK AAK Yes! We must not lose sight of the fact that we are still vulnerable to the enemies of the Republic! Padmé leans back uneasily as the Senators argue back and forth, and whispers to Jar Jar. PADMé I don't like this. They're not listening to reason. JAR JAR Mmm-hm. Disen no smellen berry bombad good. Padmé watches Palpatine closely, disturbed. SENATOR ORN FREE TAA swings to the fore in his pod. ORN FREE TAA What of the Federation?! What is being done about them?! More SHOUTING as Palpatine holds up a hand for control. Mas Amedda tries to restore order. 29. MAS AMEDDA Order! Order! The uproar subsides reluctantly. PALPATINE The Neimoidians have relinquished their control, and permanently dismantled the droid armies. PADMé I find it difficult to believe they would do that willingly. PALPATINE After the debacle on Alderaan, their power base was broken. I promise you, Senator, all those that were involved in the Naboo invasion will be brought summarily to trial. They will answer for their heinous crimes. PADMé It's been so long, surely they -- ohhh -- She suddenly reels dizzily. Jar Jar barely catches her before she topples off the platform. JAR JAR Oyee-boyee! Padmé! Padmé! She looks up at him woozily as several platforms move toward them. On his pinnacle, Palpatine stares across at her. EXT. CORELLIA - DETENTION CENTER - DAY Military speeders fly through the air, manned by Troopers. Hundreds of civilians are herded into compounds, and force- fields are turned on. Anakin watches, troubled. He looks up toward a nearby commotion. Angry citizens argue with Troopers. A Trooper roughly shoves a citizen to the ground. CLONE TROOPER Disperse immediately, or you will be taken into custody. This is your only warning. 30. Anakin watches Troopers drive civilians away roughly. He turns toward the compound. Dozens of accusing eyes stare at him from behind the force-fields. He turns away. INT. PADMé'S SENATE CHAMBER - DAY Padmé lies in a bed, impatient, as a medical droid examines her. She's surrounded by Jar Jar; CAPTAIN TYPHO, her security officer; DORMé, her handmaid/bodyguard; Threepio and Artoo. PADMé This really isn't -- TYPHO Just relax, Senator, we'll be done in a moment. As chief of security, I must insist. She subsides reluctantly, the Med Droid continues scanning. JAR JAR Oyee-boyee, yousen frighten the spookas outen us, Padmé. The Med Droid finishes its examination. Captain Typho and Dormé stop her from getting up. TYPHO Just relax, Senator. Is there anything we -- PADMé No . . . no, I'm just -- THREEPIO Well, speaking on behalf of Artoo and myself, I must say it's good to see you fully functional again. PADMé Please, don't worry about me. I'm sure it's nothing. TYPHO Well, perhaps you should remain here for a few hours, get some rest. I have some security matters to attend to, but Dormé can -- PADMé I'm fine, Captain. Thank you for your concern. 31. He looks doubtful, but nods and exits. Dormé pours something from a pitcher, and Padmé sips some. She smiles at her handmaid/bodyguard's worried expression. DORMé I think you should take Captain Typho's advice, M'lady. JAR JAR Mesa seconden dat. THREEPIO Oh, here, here. I heartily concur. Obi-Wan enters, concerned. He relaxes somewhat when he sees that Padmé's okay. OBI-WAN You had me worried. How are you feeling? She nods, glances at Dormé. The handmaid bows, and indicates to Jar Jar and the droids to follow her. They leave. Obi-Wan settles down, waiting. After a moment, Padmé looks up at him. PADMé Do you have to look so all-knowing? OBI-WAN Actually, I only sense a curious mixture of distress and happiness. I'm not sure what to make of it. She smiles shyly. OBI-WAN Did the test reveal anything? PADMé Nothing I didn't already know. I'm . . . pregnant. He reacts, stunned. OBI-WAN Oh . . . ? I had no . . . He looks at her closely, waiting. She looks away, takes a deep breath and plunges in. PADMé Anakin and I are married. 32. OBI-WAN I see. He moves toward the window, pensive. She watches him. OBI-WAN I sensed there was something he was keeping from me. That boy is always so reckless. He turns toward her, sighs. OBI-WAN Still, what's done is done. I suppose congratulations are in order. PADMé Is that how you really feel? OBI-WAN You both know our code . . . a Jedi shall not know anger, nor hatred, nor love. The Council will not be pleased. PADMé You'll intervene for him, won't you? OBI-WAN I really don't know what I -- PADMé They'll listen to you. Don't let them punish him, Obi-Wan, it isn't his fault -- Obi-Wan comes over to sit on the edge of her bed. OBI-WAN It isn't just a matter of fault, Padmé. There are reasons for everything that we do. We may not always agree with them, but we are bound to uphold them. PADMé Then you don't disapprove? OBI-WAN How could I? She hugs him tightly. Obi-Wan's happy for them, but he knows there will be repercussions. 33. OBI-WAN Does Anakin know? PADMé No. He's had so much to deal with . . . I didn't want to cause him any more problems. OBI-WAN I'm not entirely sure I follow that logic. He will have to be told. PADMé I know, but -- Palpatine enters, smiling solicitously. PALPATINE My dear Senator Amidala -- Padmé! I came as soon as I could get away. How are you -- PADMé It's nothing, Chancellor. I've just been . . . working a bit too hard. OBI-WAN She's been admonished to take better care of herself. PALPATINE You simply must, my dear. I have a feeling you will be an integral part of our future. Padmé and Obi-Wan exchange a quick glance. EXT. CORUSCANT - ROOFTOP LANDING PLATFORM - SUNSET Against a colorful sunset atop a massive skyscraper, Threepio and Artoo move among the human and alien throngs coming and going from air taxis and other transports. THREEPIO Yes, well, I'm afraid it's a bit more complicated than that, you know. Artoo BEEPS an innocent question. 34. THREEPIO Well, no, that is, not exactly. Humans and machines originate quite, er, differently, you see. Artoo BEEPS another query. Threepio's ruffled. THREEPIO No, I do not care to go into greater detail, thank you. If you're that curious, consult the city's information banks. Artoo BEEPS skeptically. Threepio stiffens. THREEPIO Well -- really! I do too -- I'm just not going to tell you! They move toward Obi-Wan, who waits by a railing overlooking the metal and glass canyons. Anakin emerges from a large transport among other passengers, human and alien. He looks grim and tired. OBI-WAN Welcome back. How did it go? Anakin shrugs, evasive. ANAKIN All right. No problems. They start to walk, the two droids following behind them. ANAKIN Have you seen Padmé? I tried to reach her, but they said -- OBI-WAN The Council knows about your marriage. Anakin stops. He glares at Obi-Wan. OBI-WAN ANAKIN Padmé told me -- And you told them! OBI-WAN Use your head! You know I had no choice. Anakin controls his anger with difficulty. ANAKIN What happens now? 35. OBI-WAN I honestly don't know. But you will have some explaining to do. I suggest -- Anakin pulls his cloak around himself, stalks off. Obi-Wan follows. Threepio and Artoo watch, fascinated. EXT. JEDI TEMPLE - NIGHT Its tall spires rise up on a vast plain beneath the cloudy skies. YODA (VO) Thought you to keep this hidden from us, Anakin Skywalker? INT. COUNCIL CHAMBER - NIGHT Anakin stands in the center of the room, before the Council who sit in a circle facing him. Obi-Wan stands nearby, uncomfortable. MACE WINDU This is a direct violation of our code. ANAKIN I know that. PLO KOON Then why did you undertake such a union? ANAKIN Because I love her. The Council stares at him speculatively, he stares back defiantly. Obi-Wan steps forward. OBI-WAN I remind the council that Anakin came here of his own free will. YODA Mmm. Which excuses not his transgression. Anakin bristles, but Obi-Wan's hand on his shoulder restrains him. YODA To this much thought must be given. A decision will we make soon. 36. MACE WINDU Until then, we must place restriction upon you, Anakin Skywalker. You -- ANAKIN What?! Why??! OBI-WAN Anakin -- ANAKIN That's -- you're acting like I'm a common -- YODA Silence, young one! His command rocks Anakin. Yoda stares hard at him, his normally calm features tight with displeasure. YODA Not your place is it to question our motives! As Master Windu has spoken, so shall it be. And warn you, I do, to take no further rash actions. They rise and file out leaving Anakin seething. Obi-Wan puts a hand on his arm, but Anakin shakes it off. ANAKIN Thanks for coming to my defense. OBI-WAN You know as well as I, there was nothing I could do. This affair -- ANAKIN Why don't you just admit it?! You want this to happen. OBI-WAN Don't be ridiculous, why -- ANAKIN Because you're jealous! You can sense my powers growing stronger than yours -- maybe even stronger than theirs. 37. OBI-WAN As your mentor and your friend, I urge you not to pursue this. It is dangerous. ANAKIN To you, maybe. Are you afraid that the student will eclipse the "master"? His hand is on his lightsaber. For a tense moment they stare at each other, then they turn toward the doorway. NANA DORDE, a ten-year old female Twi'lek Padawan watches them, her large eyes full of trepidation. Obi-Wan forces himself to relax. OBI-WAN We will speak of this later. There will come a time when you must choose between your duty and your feelings. Anakin stalks away. Obi-Wan looks after him, disturbed. EXT. EXECUTIVE QUARTERS BUILDING - NIGHT The lights of the enormous city spread out seemingly to infinity around it. INT. CHANCELLOR'S OFFICES - NIGHT Anakin stares out of the balcony window at the myriad lights of the city. Palpatine watches from his desk, the shadows making him appear hooded. PALPATINE Being a Jedi is a difficult undertaking. ANAKIN You can't imagine. This brings a slight smile to Palpatine's lips. ANAKIN They act like I've never done anything useful . . . PALPATINE Perhaps it is the Jedi who are no longer useful. Anakin looks back at him, surprised. 38. PALPATINE Oh, once, it is true, they were a great force for peace and order. But now . . . they have always had difficulty with change. ANAKIN They act like I can't be trusted. Just because I have these feelings -- PALPATINE I understand completely, my boy. For all of their powers, it would seem there are some things the Jedi simply don't understand. Anakin smiles gratefully. Palpatine gets up, and goes to Anakin's side. He looks thoughtful. PALPATINE And perhaps they fear you. ANAKIN Fear me? Why? PALPATINE Because they foresee you outgrowing them, becoming more powerful than any . . . or perhaps all of them. Anakin considers the possibility as Palpatine watches. PALPATINE As to your marriage, I can see no valid reason why you should not be allowed to share your happiness -- your love for each other. ANAKIN As long as I'm a Jedi, it's forbidden. PALPATINE Yes, as long as you're a Jedi . . . Anakin looks into Palpatine's sympathetic eyes. On the distant horizon, lightning flickers. INT. PADME AND ANAKIN'S APARTMENT - NIGHT Anakin and Padmé eat in silence. She glances at him, he continues to stare at his plate. Finally: 39. ANAKIN I've been thrown out of the Jedi. Padmé reacts, shocked, puts her hand over his. Their eyes meet. PADMé I'm . . . Anakin -- what -- ANAKIN Don't look so upset, it's not the end of the universe. PADMé How can you say that? As long as I've known you, all you've ever wanted was to be a Jedi. He shrugs, evasive, pulls his hand away, continues eating. Padmé watches, sensing that there's more. ANAKIN I've been thinking about leaving anyway. I wouldn't be the first, you know. PADMé What will you do now? ANAKIN Supreme Chancellor Palpatine has already offered me an important mission. He says it's vital to the future of the Republic. She looks down, troubled. Anakin becomes annoyed. ANAKIN What? Do you think I won't be able to handle it? You have no faith in me either?! PADMé No, of course not, but -- He sullenly returns to his food. She starts to reach over and touch him, but withdraws her hand. EXT. JEDI TEMPLE - TRAINING VERANDA - NIGHT Obi-Wan and Mace Windu walk through darkened area. A few Jedi train padawans in lightsaber technicques and other martial moves. 40. MACE WINDU It's a bad time for him to be alone, Obi-Wan. Now, more than ever, he needs guidance. OBI-WAN I know, I know, but I truly think I'm the last person he wants to see right now. MACE WINDU You've always been closer than master and padawan. OBI-WAN We were. I should consult with Yoda. He did try to warn me Anakin's becoming a Jedi could be dangerous. Mace Windu puts a hand on Obi-Wan's shoulder. MACE WINDU We all sensed the anger, the darkness in him when Qui-Gon brought him before us. OBI-WAN But I'm the one who made Master Yoda agree to accept him as my padawan. MACE WINDU Do you really believe anyone can make Yoda do anything he doesn't want to? No, Obi-Wan, these events were fated to transpire, despite anything we did . . . or didn't do. Obi-Wan looks at him, wanting to believe that. EXT. CORUSCANT - OLD TOWN - NIGHT This sector is deserted, burned-out, dark, and gritty, its structures huge and weather-beaten. INT. WAREHOUSE - NIGHT Anakin stands in semi-darkness, eyes shut. His lightsaber is in his hand, unlit. His breathing is quick, tense. 41. Something moves in the shadows. He raises his weapon slightly, but doesn't ignite it. Around him in the darkness, vague forms move. He forces himself to remain still. A half-dozen BATTLE DROIDS dart out of the darkness, weapons raised. In one smooth move, Anakin ignites his weapon and flips up -- landing behind the nearest droids, he slashes through them with savage ease. The droids only get off a few shots before he decimates them. He stands a moment, breathing hard. His head snaps up. Twenty BATTLE DROIDS, including three DROIDEKAS, emerge. In a dark corner of the gothic structure, Palpatine watches, a satisfied smile on his face. The droids charge, weapons blazing. Anakin's lightsaber whips around with impossible speed. Droid parts and deflected laser bolts fly everywhere. A droideka wings him with a laser bolt. Anakin becomes enraged. He leaps into a double flip, and savagely slices the droideka into scrap metal, using deflected laser bolts and his weapon. His face, as he fights, shows that he's enjoying the destruction immensely. Ten battle droids surround him and move in. Anakin's hand whips up -- heavy machines are ripped free from their rusted moorings -- -- and SMASH six battle droids between them. The others fire at Anakin. He flips up into the darkness, and hangs from a metal catwalk. He closes his eyes, concentrating, sweat beading on his forehead. A powerful wind springs up -- the hapless droids are hurled into the walls. One droideka anchors itself to the concrete floor and rides out the mini-storm. Anakin leaps at the last droideka, deflecting its rapid-fire laser bolts. He lands in a crouch, and thrusts out a hand -- searing bolts of dark lightning engulf the droideka. With a mechanical SCREAM -- it's circuits fry and fuse. Breathing heavily, Anakin rises, his eyes blazing. Palpatine emerges from the shadows, applauding. He puts a hand on Anakin's shoulder, beaming. Anakin smiles, suffused with pride. INT. JEDI TEMPLE - YODA'S CHAMBERS - NIGHT Yoda cries out in pain. Concerned, Obi-Wan hurries in. 42. OBI-WAN Master Yoda -- what is it? What's wrong? He kneels beside the diminutive Jedi. Yoda looks up, trembling, attempts to gather his strength. YODA A . . . great disturbance do I feel in the Force . . . danger . . . enormous peril do I sense . . . QUI-GON (OS) Anakin is being seduced by the dark side. They turn to see QUI-GON JINN's spirit standing before them, surrounded by a glowing halo. Yoda shakes his head, his worst fears confirmed. YODA Your prediction . . . fallen short it has, Qui-Gon. Qui-Gon settles before them with a weary sigh. QUI-GON Not necessarily. Anakin's children will carry almost as many midichlorians as he does. Perhaps that is what I sensed, and -- OBI-WAN Convenient. And if that doesn't work? QUI-GON Still no faith, Obi-Wan? Skywalker is our one hope. I hold to that. YODA Mmm, though a deadly Sith would he be. Powerful enough, perhaps, to destroy us. Obi-Wan and Qui-Gon look at each other, uneasy. QUI-GON There is one person who still might be able to reach him. 43. EXT. CORUSCANT - SENATE BUILDING - DAWN Padmé steps out of a transport looking as if she hasn't slept. Human and alien delegates come and go, chatting. She's startled when Obi-Wan steps in front of her, quickly transitions to anger. PADMé You promised you wouldn't let the council punish Anakin. You lied to me. OBI-WAN I'm afraid it's not that simple. Disgusted, she walks off. Obi-Wan catches her arm. She spins, glares at him. OBI-WAN I know you're angry, and I don't blame you. All I ask is that you hear me out. PADMé Why should I? OBI-WAN Because Anakin may be in great danger, and I want to help him. She searches his face, sees he's speaking the truth. She nods reluctantly. EXT. SENATE PLAZA - GARDEN - DAY Padmé and Obi-Wan sit under a beautiful sorapus tree, shaded by its exotic blossoms. PADMé No, he only said that Palpatine had a special assignment for him, something very important. She shakes her head. PADMé I . . . don't know if I entirely trust Palpatine any more, especially after his last speech. OBI-WAN I heard, although perhaps we shouldn't jump to conclusions. 44. PADMé I thought Jedi always went with their instincts. OBI-WAN It's a tricky line to walk, especially in times like these. PADMé You fear for the Republic also, don't you? OBI-WAN I fear there are dark times ahead, yes. You realize that you will also become a target, if the Sith discover that you carry his child. PADMé Anakin wouldn't let them harm us. He wouldn't. Obi-Wan doesn't respond. Exotic birds soar past them through the trees. EXT. MILITARY STAGING AREA - BALCONY - DAY Palpatine and Anakin look down from a reviewing stand on thousands of Troopers arranged in platoons in the square below. Immense air tanks, AT-ATs also line the field. ANAKIN It's impressive, Chancellor, though it seems a bit extreme for a few recalcitrant systems. PALPATINE Don't be fooled, Anakin, they are stronger, and far more numerous than one might think. It will take a strong hand to save the Republic . . . and carry it forward into a glorious new age. Anakin nods slowly, looks out over the Troopers. PALPATINE I foresee that you will rise quickly in power and position. I always knew you were destined for greatness. Anakin glances toward the city. Palpatine notes his distraction. 45. PALPATINE What is it, my boy? ANAKIN Padmé. I just . . . PALPATINE Of course you do, and quite rightly. Go to her, Anakin. All this will wait. Anakin smiles gratefully. As he leaves, Palpatine begins to chuckle. EXT. CORUSCANT - APARTMENT BUILDING - DAY Outside the complex where Padmé and Anakin live. ANAKIN (OS) You don't understand! This is a chance -- a real chance -- INT. PADME AND ANAKIN'S APARTMENT - DAY ANAKIN -- to finally do something important! To realize my destiny! She regards him as he paces, agitated. PADMé What about the Jedi? He turns away in disgust. His shadow on the wall has begun to resemble Vader's infamous silhouette. PADMé Are you just going to throw everything they've given you away? Everything you've -- ANAKIN What did they give me?! I had these abilities before I went to them, that's why they were interested in me in the first -- PADMé But would you have been able to develop them on your own? Would you? Honestly? 46. ANAKIN I know you can't see it now, but what I'm doing is for the best. My path doesn't lie with them. The Jedi are . . . they've lost their power. Padmé grabs his arm, pulls him around. PADMé You don't believe that! That sounds like Palpatine -- ANAKIN PADMé Supreme Chan -- Can't you see what he's doing? What he's becoming? ANAKIN He's making the best decisions for all of us -- PADMé By overburdening us with new laws? Arresting thousands of people and accusing them of sedit -- ANAKIN PADMé He knows what he's -- How do you know that?! How do you know . . . ? Anakin hesitates, momentarily unsure. She slips up against him, trembling, he puts his arms around her. PADMé Oh, Anakin . . . Anakin . . . please don't do this. It isn't right, I have a bad feeling about this. ANAKIN I thought you'd understand. You saw what the unchecked power of the Federation did on your world. PADMé What about the atrocities committed by clone troops occupying the separatist systems? ANAKIN . . . There's no proof of that. Don't let other people's lies -- 47. PADMé Why did you lie to me about being expelled from the Jedi? Anakin looks away, growing angry and frustrated. ANAKIN I'm right, you'll see. When we've put down the last of the rebel systems -- PADMé Then who will you go after? Oh, Anakin, can't you see -- this isn't the answer. Come with me. Talk to Obi-Wan. Please. He considers it, shakes his head slowly. Padmé pulls free of his arms, moves away. ANAKIN Padmé -- PADMé You're going to have to decide what's more important. Let me know when you have. She goes into the bedroom. He starts after her, stops when the door slides shut. Angry, he sweeps an arm -- a large statue flies across the room and crashes against the wall, startling him. He slumps down on the sofa, torn with indecision. EXT. SPACE - ALDERAAN A jedi starfighter undocks from its hyperspace ring and flies toward the planet. EXT. ALDERAAN - SENATE BUILDING - DAY A magnificent, sprawling eco-edifice designed to blend harmoniously with its surroundings. Graceful statues adorn the terraced walks, fountains sparkle in the sunlight. A Jedi starship lands on the courtyard landing pad. The ramp lowers, and Mace Windu emerges. Bail Organa greets him warmly, they walk toward the building. BAIL ORGANA It's good to see you again, Master Windu. 48. MACE WINDU We're anxious to see how the reconstruction's proceeding. Any problems? BAIL ORGANA On the contrary, as Viceroy and First Chairman of the new Council, I've outlawed all weapons on Alderaan. Mace Windu seems unsure if this is a good idea. BAIL ORGANA The Clone Wars made me realize that there's no such thing as a defensive weapon. I know that's not your way . . . MACE WINDU On the contrary, I sincerely hope the other systems adopt your attitude. BAIL ORGANA Extremely doubtful. Anti-Jedi sentiment is growing steadily. Many delegates are convinced the clones are a better solution for maintaining order. MACE WINDU In time, hopefully they'll see the light. BAIL ORGANA I wish I shared your optimism. By the way, I've received a communication from Rune Haako. He wants to talk with the Jedi. MACE WINDU Now why would he want to do that? BAIL ORGANA Palpatine's had him imprisoned. He says he has important information which he's willing to exchange for safe passage to Alderaan, and diplomatic immunity. MACE WINDU Interesting. Do you believe him? 49. BAIL ORGANA Neimoidians are greedy and cruel, but they always know where their best interests lie. It might be worth checking into. MACE WINDU It may, indeed. They pass ceremonial guards at attention and enter the building. INT. PADME AND ANAKIN'S APARTMENT - DAY Obi-Wan looks up as Padmé enters, sits beside him wearily. OBI-WAN I take it you've had no luck. PADMé He's so angry, so defensive. He's closing himself off, I can feel it. And I don't know how to help him. OBI-WAN The Jedi have agreed to re-instate him. PADMé That's wonderful news! But I don't know if it's enough. OBI-WAN You are both in grave danger here. PADMé If you're asking me to leave him -- OBI-WAN Only until we can persuade him to come back. She looks away, shaking her head. Obi-Wan gently takes her hand, she looks at him, surprised. OBI-WAN I wouldn't ask if it wasn't vitally important. I don't think Anakin will try to harm you, but there are others . . . PADMé Can you help him? Can you, Obi-Wan? 50. OBI-WAN I won't rest until we've reclaimed him. I understand Ambassador Binks is returning to Naboo to attend a ceremony in his honor. She reacts, surprised, then eyes him suspiciously. OBI-WAN Promise me you'll go with him. He smiles at her skeptical look. OBI-WAN No Jedi mind tricks. They only work on the weak-minded, anyway. PADMé I'll go if you promise to keep me informed. OBI-WAN There's that renowned stubborness again. All right, I promise. She smiles, relieved. Threepio skitters in, all a-twitter. THREEPIO Oh! Pardon me, mistress -- master Obi-Wan, I believe that Mace Windu has an important message for you, sir. Obi-Wan rises, tense. OBI-WAN Where is he? THREEPIO He wants you to meet him at the main correctional facility in the Bogani Sector. It's a horrible -- PADMé What's he doing there? THREEPIO I'm certain I have no idea, mistress. It's all quite mysterious. Why he didn't simply communicate by holo -- 51. OBI-WAN Because holograms can be intercepted, my excitable friend. Padmé -- PADMé I'll be waiting to hear from you. Good luck. THREEPIO Eh? I beg pardon, but is there anything that I -- Obi-Wan hurries out. Threepio looks after him, then turns to Padmé, but she's already gone. THREEPIO Whatever in the -- oh! Goodness! Everything's happening just a bit too quickly for me, and I just know that it's all Artoo Detoo's fault, somehow. He trundles after her. EXT. MONTROSS MAXIMUM SECURITY FACILITY - DAY An imposing penitentiary surrounded by high-tech towers, patrolled by armed Troopers. Skimmers and one-man speeders zip past constantly, their WHINE filling the air. Mace Windu and Obi-Wan approach the main gate. OBI-WAN What makes you think we can trust a cowardly ex-Trade Federation lackey? He may be attempting to save his own worthless hide. MACE WINDU Agreed, but he's the only surviving official from the Naboo incident. OBI-WAN Do you think he may know who and where Sifo-Dyas is? MACE WINDU I think we can't afford not to find out. A brusque CLONE TROOPER steps into their path, his blaster rifle ready. 52. CLONE TROOPER Halt. What is your business here? MACE WINDU We've come to interview one of the prisoners. CLONE TROOPER I wasn't informed, I'll have to clear it. Let me see some identification. With a mischievous smile, Obi-Wan waves one hand slightly. OBI-WAN You don't need to see our identification. Mace Windu cocks an eyebrow. The Trooper reacts, confused. CLONE TROOPER I -- don't need to see your identification . . . OBI-WAN As a matter of fact, you've been expecting us. CLONE TROOPER I've -- been expecting you. OBI-WAN You were about to take us to see Rune Haako. CLONE TROOPER I -- will take you to see Rune Haako. Come with me. He marches toward the prison, activating the gate. As the Jedi follow: MACE WINDU That isn't quite fair, you know, taking advantage of the weak-minded. OBI-WAN Sorry, it's becoming a bad habit. Mace Windu smiles as they enter the fortress. 53. INT. MONTROSS MAXIMUM SECURITY FACILITY - CELL BLOCK - DAY The Trooper leads them past numerous cells containing hardened criminals: Aqualish, Rodians, and Weequays. The surly miscreants snarl and JEER at them. RODIAN (in his language) Hey, Jedi -- you come to spring me loose? Several of them laugh nastily, rattle their cell doors threateningly. AQUALISH Yeh, me too, dammit! Lemme out, I show you how grateful I be! Rarrrrgh! He swipes an arm at them. Mace Windu and Obi-Wan exchange a look as they walk the gauntlet of JEERS and SNARLS. INT. MONTROSS MAXIMUM SECURITY FACILITY - RUNE HAAKO'S CELL The Jedi are let in, Obi-Wan nods to the Trooper. He exits, still confused. Rune stumbles to his feet, clutching tremulously at the Jedi. RUNE Y-you have come to save me? You will take me out of here? MACE WINDU Perhaps. RUNE You must! My life -- it is not worth Bantha poodu! OBI-WAN Calm down, will you? It depends on what you have to tell us. Rune looks at them craftily. RUNE Eh, what promises do I have? This information, it is very, very essential. MACE WINDU If so, we will provide safe passage off Coruscant. 54. RUNE That's all?! Passage to where?! I'm a marked man, I need more than that! They shrug, turn toward the door. RUNE Wait! All right, all right . . . They move closer, Rune shudders. RUNE A Sith Lord who called himself Darth Sidious orchestrated the entire operation from start to finish. Everything. OBI-WAN Who is he? RUNE I don't know . . . I don't, I tell you! We just followed his orders. But he either has spies, or is a member of the Senate himself. MACE WINDU Why do you say that? RUNE Because he knew -- beforehand -- every move they made. Even told us two Jedi were being sent to "negotiate". OBI-WAN Qui-Gon Jinn died there because of your machinations. RUNE It wasn't me! I swear -- it wasn't me! I just followed orders! Look, I told Gunray we were making a big mistake, but would he listen? Noooooo! Now -- MACE WINDU You have no idea who this Sith might be? They look at him closely. Rune glances nervously from one to the other. 55. RUNE I . . . listen, this may sound crazy, but . . . OBI-WAN Let's hear it anyway. Rune shudders, looks around, frightened. RUNE Well, I was in Palpatine's office earlier, with Lott Dod? We had an argument, and . . . OBI-WAN And what? RUNE He -- Lott Dod -- he just -- I don't know . . . he started choking, gasping for breath. Then he just -- fell over, dead, but nothing touched him. The Jedi react, startled. Obi-Wan grabs Rune Haako's arm roughly, making him wince. OBI-WAN You're certain of that?! RUNE Y-yes -- yes! I swear it! I was frightened -- I couldn't see what killed him! I thought I would be next! He shivers as the Jedi exchange tense looks. INT. MONTROSS MAXIMUM SECURITY FACILITY - CORRIDOR An armored FIGURE eases into position around the corner, just out of sight of Rune's cell. INT. MONTROSS MAXIMUM SECURITY FACILITY - RUNE HAAKO'S CELL Rune watches the Jedi apprehensively. They're taking too much time to make up their minds to suit him. OBI-WAN Could it be? 56. MACE WINDU We were warned that the Sith had taken control of the Senate. OBI-WAN And they've been able to keep us from suspecting. Perhaps -- RUNE Yes, yes, but when are we getting out of here!? OBI-WAN He's right. MACE WINDU Come on. And stay close to us. INT. MONTROSS MAXIMUM SECURITY FACILITY - CORRIDOR They emerge warily. Around the corner, the armored figure raises his blaster. They hurry down the hall away from him. He steps into view -- it's BOBA FETT in his father's Mandalorian armor. He blasts Rune Haako. RUNE Aaaaaaaghghghgh -- He falls in a smoking heap. The Jedi spin around, igniting their lightsabers. Mace Windu reacts, startled, when he sees the armor. BOBA FETT You!!! He aims his blaster -- ALARMS go off everywhere. Prisoners HOWL and SHRIEK wildly, BANGING on their cell doors. Boba Fett darts off down the hall. Obi-Wan starts to follow him, Mace Windu pulls him back. MACE WINDU We have to get out of here. They run down the corridor. Lights strobe, they HEAR the SOUND of ARMOR up ahead. A squad of Troopers runs past, weapons ready. When they're gone, the Jedi emerge from behind a large column, move off in the opposite direction. INT. SENATE CHAMBER - DAY It's packed, restless as Palpatine assumes his position atop the central pinnacle attended by IV GIZEN and four personal Guards. 57. He looks out over the gathering. PALPATINE I am afraid that I bring ill news, my friends. It has come to my attention that the Jedi have allied themselves with the seditionists against the Republic. The chamber erupts in bedlam. Most SHOUT angrily against the Jedi, but a handful, including Bail Organa, SHOUT rebuttals. Palpatine raises a hand for silence. BAIL ORGANA I don't believe it! What proof is there! PALPATINE Altogether too much. They and the Neimoidians were attempting to re- establish control of the Federation. The delegates SHOUT angrily. Mas Amedda BANGS his gavel. MAS AMEDDA Order! ORDER!!! Bail Organa's platform rises to a position before the pinnacle. BAIL ORGANA The Jedi must be allowed to speak before the Senate to address these allegations! VOICES of support and descent echo throughout the chamber. Palpatine stares coldly at Organa. He returns the look calmly. INT. MONTROSS MAXIMUM SECURITY FACILITY - CORRIDOR - DAY Troopers are everywhere. Obi-Wan peeks out from a cell, ducks back in. INT. MONTROSS MAXIMUM SECURITY FACILITY - CELL OBI-WAN This isn't going to be easy. MACE WINDU It never is. I think our best chance is the roof. 58. OBI-WAN The -- what exactly are we planning to do? Mace Windu smiles, eases out of the cell. Obi-Wan follows with trepidation. INT. MONTROSS MAXIMUM SECURITY FACILITY - CORRIDOR - DAY They run down the hall, ALARMS ringing. Suddenly, a dozen Troopers appear, barring their way. OBI-WAN This is beginning to feel distressingly familiar. CLONE TROOPER You will lay down your weapons and surrender immediately! The Jedi ignite their lightsabers. The Troopers fire, the Jedi parry and deflect their laser blasts, and cut them down. Obi- Wan pauses, a look of regret on his face. MACE WINDU It was necessary. Unless you plan to stay here. Obi-Wan follows him down the hall. EXT. CORUSCANT - OLD TOWN - DAY High above the dirty streets, Palpatine walks toward Anakin who sits atop a large, pitted gargoyle statue, brooding. He looks up, a strong wind whips at their cloaks, THUNDER rumbles in the distance. ANAKIN A storm is coming. PALPATINE What troubles you, my friend? Come, you may feel free to confide in me, I hope. ANAKIN Padmé . . . she said some disturbing things . . . 59. PALPATINE Eh? What sort of -- ah, I see. She has begun to distrust Our motives, has she? ANAKIN We've always been able to understand each other. Her resistance . . . He looks at Palpatine, needing reassurance. Palpatine ponders a moment, then sighs. PALPATINE No doubt she is troubled by some of the means we have had to employ, as am I, I assure you. Sometimes we must do things . . . He puts a hand on Anakin's shoulder. ANAKIN Why can't she see that what we're doing is for the common good? PALPATINE Perhaps she has spent too much time with the Jedi. They can be quite persuasive, as you well know, especially Master Yoda. Anakin's eyes blaze. ANAKIN If they've been influencing her mind, they'll answer to me for it! PALPATINE If you like, I can have someone keep an eye on her. Anakin nods gratefully. PALPATINE You have been training very hard. Why don't you try and get some rest? ANAKIN All right. He jumps down, and after a final look at Palpatine, he heads out. Palpatine's smile immediately vanishes. 60. INT. MEDITATION CHAMBER - DAY Dooku sits in meditation on a raised platform. A hologram of Darth Sidious appears. Dooku nods reverently. DARTH SIDIOUS The Jedi would utilize Lady Amidala to soften Skywalker's resolve. DOOKU Surely she cannot. Not now. DARTH SIDIOUS I do not intend to leave that to chance. Take her into custody immediately. DOOKU And Skywalker? DARTH SIDIOUS Leave him to me! Dooku bows as Darth Sidious cackles with glee. EXT. MONTROSS MAXIMUM SECURITY FACILITY - ROOF - DAY Troopers patrol the perimeter, two-man speeders and speeder bikes zip past overhead. Obi-Wan and Mace Windu peer out from behind an environmental control unit. OBI-WAN I'm almost afraid to ask this . . . MACE WINDU We'll never get away on foot. OBI-WAN That much is obvious. MACE WINDU So our alternative is . . . Obi-Wan thinks a moment, then glances up, shakes his head. OBI-WAN I haven't learned how to fly yet. MACE WINDU You may surprise yourself. Come on. They dash toward some speeder bikes guarded by a dozen Troopers. 61. CLONE TROOPER There they are! Blast 'em! Deadly laser bolts zip at the Jedi. They deflect them, cutting down the Troopers. Obi-Wan battles several Troopers, Mace Windu leaps onto a bike, fires it up. MACE WINDU Obi-Wan, let's not overdo it! Obi-Wan dashes to a bike as Mace Windu rockets off. Obi-Wan's bike won't start. OBI-WAN Blast! He desperately works the mechanism. Searing laser bolts blast the bike, knocking it over. He springs up and runs for the roof edge, deflecting laser bolts, chased by twenty Troopers. He cuts down several Troopers, fights his way to the edge. He looks down. Three speeder-bike mounted Troopers ROAR toward the roof. Obi-Wan takes a deep breath -- -- and leaps onto one as they pass. They struggle briefly, he bashes the Trooper in the head, and flips him off the bike. He looks up -- he's speeding toward the facility wall. Just before impact he swerves up and away, followed by a hail of laserfire. EXT. CORUSCANT - DAY Obi-Wan maneuvers into the rush of traffic. A moment later, laser bolts sizzle past, some EXPLODING against other vehicles, causing them to swerve. General panic breaks out. Obi-Wan looks back. Six speeder bikes bear down on him, firing their lasers. He swerves and weaves in and out of traffic, attempting to lose them. The Troopers blast several transports out of their way. They tear into towering holographic billboards. For a mad moment they fly through a dizzying rush of commercials, so its difficult to tell who's shooting at who. Obi-Wan shoots out of the mouth of a beautiful alien model into a hail of laserfire. OBI-WAN Damn! He zips up and over in a hair-raising loop, lets go, and ignites his lightsaber. He lands on the bike of one of his pursuers, and dispatches him. 62. The bike careens wildly, then zips in and out of a narrow openings between towering buildings. EXT. CORUSCANT - DOWNTOWN - DAY Obi-Wan and his pursuers streak through the main business district. It's rush hour, and the skies are jammed with speeders, air taxis, transports and sky bikes ridden by punked- out youths. Several of the bikers join the chase, adding to the confusion until they're run off by the Troopers. Several transports and taxis are forced out of the way, and collide. Obi-Wan desperately tries to lose his pursuers. Two pull up on either side of him, another drops down in front. They attempt to force him down. One aims his blaster rifle. Obi-Wan stalls his bike out and plummets. The Clone blasts his buddy off his bike. Obi-Wan hurtles toward the street hundreds of stories below, twisting wildly to avoid collisions as he fights to restart the bike. It catches just before he hits a large air-bus, and he zooms away, leaving the commuters gaping. EXT. CORUSCANT - INDUSTRIAL DISTRICT - DAY Obi-Wan tears through the district at frightening speed, pursued by two Troopers. Laser bolts fly past the Jedi dangerously close as he swerves toward a factory. INT. FACTORY - MAIN FLOOR - DAY Recommisioned Battle Droids assemble heavy war machinery. Obi- Wan and his pursuers blast through, narrowly avoiding being smashed to bits on crane arms and claw lifters. Obi-Wan glances back at a group of droids. OBI-WAN I thought they'd been dismantled -- A Trooper drops down a level and pulls ahead. Obi-Wan sees a metal walkway loom before him. Timing it, he leaps and grabs onto it, hanging. The Trooper zooms up in front of him, and is smashed by the riderless bike. Obi-Wan dangles hundreds of feet above the floor, surrounded by sparking, sizzling, smoking machinery. He looks up -- 63. The last Trooper speeds toward him, lasers blasting. At the last minute -- another bike zooms up -- and Mace Windu slices the Trooper's bike's steering vane in half. The bike crashes into a molten ingot cauldron, melting the bike and its rider. Mace Windu hovers beside the breathless Obi-Wan. OBI-WAN Great plan. I think next time I'll take the dangerous option. He leaps onto the back of the bike, they ROAR off. EXT. JEDI TEMPLE - SUNSET Bathed in the colorful rays of the setting sun, it seems to be at the center of a gathering darkness. INT. JEDI TEMPLE - COUNCIL CHAMBERS - SUNSET Obi-Wan and Mace Windu face the Council. YODA Battle droids, say you? Most interesting this is, Obi-Wan. And most dangerous. EETH KOTH Indeed. To accuse the Supreme Chancellor of conspiring with the Sith . . . PLO KOON Still, something must be done. YODA Agree, do I most heartily. An opportunity to speak before the Senate have we been offered. OBI-WAN To answer allegations of treason! Madness! YODA Guard well your feelings, Obi-Wan. Something, I sense, is not right. Far more than mere collusion do I suspect. He rises, and moves toward the door with Obi-Wan and Mace Windu. 64. EXT. SPACE A Naboo light cruiser speeds through the starry void, accompanied by two N-1 starfighters. INT. NABOO CRUISER - MAIN CABIN Padmé and Jar Jar sit at the conference table with Dormé and Captain Typho, Threepio bustles about in the background. PADMé I still don't like the idea of running away. TYPHO You aren't running away, M'Lady, you're being prudent. She gives him a doubtful look. JAR JAR Mesa agreein' wit' dat, Padmé. You haven to concern youself bout moren one life now, eh? Better you beein someplace not so easy to find, heh? TYPHO As long as the political climate -- The ship's shaken by an EXPLOSION! ALARMS go off. THREEPIO Oh! Oh, my! What's that?! What's happening?! PADMé Quiet! She watches tensely as Captain Typho goes to the intercom. TYPHO Bridge! What's going on? INT. NABOO CRUISER - BRIDGE The crew mans their stations, under attack. The ship shakes from several more hits. PILOT We're under attack, sir! INTERCUT with Padmé and the others. 65. TYPHO Attack?! Blast it, who -- PADMé We're on our way up! They rush past the bewildered Threepio, who toddles after them. THREEPIO Wait -- wait for me! EXT. SPACE Slave 1 fires rapid lasers at the cruiser. EXPLOSIONS occur on the larger ship, including one of the engines. INT. SLAVE 1 - CABIN Boba Fett smiles as he fires his laser cannons. Through the forward viewport, he sees the two N-1s moving toward him. EXT. SPACE Slave 1 blasts the two N-1s -- they EXPLODE! INT. SLAVE 1 - CABIN AURRA SING puts a restraining hand on Boba Fett's shoulder. AURRA SING Time to enjoy ourselves later, pet. Stay focused. He grunts a reply, swings the ship around. EXT. SPACE Slave 1 zooms around and heads toward the Naboo ship, which has sustained considerable damage. INT. NABOO CRUISER - BRIDGE Padmé races in, followed by Jar Jar and Captain Typho. PADMé What is it? What's going on? 66. PILOT They're not answering our hails. TYPHO Inform them we're a diplomatic ship from Naboo carrying the Senate delegation. PILOT I'm trying to -- Threepio enters as a hologram of Aurra Sing shimmers before them. AURRA SING Stand down. Prepare to be boarded! THREEPIO Good heavens! Who is that? TYPHO You have no right to -- AURRA SING NOW! Or we will blast you to atoms. THREEPIO Oh! Oh, dear! Captain, might I suggest -- Padmé makes a slashing gesture, Threepio subsides. The hologram fades. PADMé Can we outrun them? PILOT Our main engine drive's been hit. THREEPIO Pardon me, mistress, but if I might make a suggestion, surrender is a perfectly -- TYPHO Go for it! EXT. SPACE The Naboo ship turns and tries to outrun Slave 1, but she's crippled and listing. She fires shots that Slave 1 easily avoids. 67. INT. SLAVE 1 - CABIN AURRA SING Fools! Explain it to them. She puts a restraining hand on Boba Fett's arm. AURRA SING Remember -- we're supposed to take prisoners. Boba Fett shakes her hand off. EXT. SPACE The cruiser's engines are disabled by several blasts. INT. NABOO CRUISER - BRIDGE Consoles and stations EXPLODE, killing some of the crew. THREEPIO JAR JAR Oh! Oh, my! Oh -- heavens! Deysa gonna destroyen ussen! Equipment EXPLODES, fires break out around the bridge. Padmé's eyes narrow as she watches Slave 1 close the distance, still firing. PADMé Signal our surrender! TYPHO PADMé Senator, we -- NOW! Captain Typho nods to the Pilot, who keys in the message. THREEPIO Thank goodness! At last, a sensible -- PADMé Send a distress signal to Naboo. Outward band coded, all frequencies. The Pilot nods. EXT. SPACE Slave 1 moves toward the crippled cruiser. 68. INT. NABOO CRUISER - BRIDGE They wait tensely. The main hatch EXPLODES, and Aurra Sing and Boba Fett enter, Boba Fett covering them with his blaster. THREEPIO Oh! Don't shoot! Don't shoot! CAPTAIN TYPHO We're unarmed! Padmé and Dormé glare defiantly at Aurra Sing as she steps toward them. Jar Jar tries to block her way. She unsheathes her claw-nails, and he backs away. AURRA SING Which one of you is Amidala? Silence. She nods to Boba Fett who steps forward and raises his blaster. Padmé and Dormé tense. JAR JAR BOBA FETT Now, just a -- Shut up, freak! Boba Fett blasts Jar Jar! Jar Jar drops to the deck, in pain. He looks up at Padmé who looks on in horror. Aurra Sing smiles. AURRA SING That wasn't so hard, was it? You will come with me. PADMé You can't just leave him like that! BOBA FETT No problem. He blasts Jar Jar. With a shuddering SCREECH, he dies. Padmé glares hatefully at Aurra Sing. Aurra Sing shoves her roughly. Dormé jumps her, and Aurra Sing rams an elbow into her face, knocking her back. She spins around, igniting her lightsaber, and cuts Dormé down. Padmé turns on her angrily, but Aurra Sing cooly faces her with the weapon. AURRA SING Don't be stupid, Senator. I get paid whether you're breathing or not. Padmé backs off, Aurra Sing motions with her weapon. Padmé glances back at the others, walks toward the airlock. BOBA FETT What about them? 69. AURRA SING Is there a bounty on any of them? BOBA FETT Not a credit. AURRA SING Then get rid of them. Padmé rushes back toward them. PADMé No! Boba Fett shoots her with a stun gun. Padmé's knocked against a bulkhead, and falls to the deck, out cold. THREEPIO Oh! Oh, my! Senator Amidala! Senator Amidala! Aurra Sing whips around to face him. Threepio cringes. AURRA SING You! You're her protocol droid? THREEPIO Er, y-yes, ma'am. I am See- Threepio, human cyborg relations and -- AURRA SING Take this one along also. BOBA FETT What for? AURRA SING He may have information. THREEPIO Information? Oh, my, I don't -- She points her lightsaber between his eye sensors. AURRA SING Shut up! THREEPIO Shutting up, ma'am. Threepio looks from one to the other, shivering. 70. EXT. SPACE Slave 1 moves away from the drifting cruiser. It fires a salvo into her engines, causing her to EXPLODE. Slave 1 powers up, and blasts into hyperspace. EXT. CORUSCANT - JEDI TEMPLE - DAY A large contingent of Troopers lumbers toward the Temple from all sides, including AT-TE, AT-ST, and SPHA-T (Self Propelled Heavy Artillery-Turbolaser) walkers. INT. JEDI TEMPLE - MEDITATION ROOM - DAY Plo Koon meditates. Nana Dorde rushes in, breathless and frightened. NANA Master -- Master! We are under attack! Plo Koon moves to a window and looks out. Vast columns of Troopers and lumbering war machines surround the Temple. Plo Koon turns calmly to the frightened Padawan, puts a hand on her shoulder. She becomes calmer. PLO KOON Summon the Council. And see to the young ones. She nods, and hurries out. Plo Koon returns his gaze to the window. EXT. JEDI TEMPLE - DAY It's completely surrounded. Troopers snap to attention, all eyes and weapons on the main entrance. Plo Koon, Adi Gallia, Eeth Koth, and fifty Jedi of various species walk calmly out and face the invasion force. The COMMANDER steps forward. CLONE COMMANDER You are ordered to surrender immediately. The Jedi exchange knowing glances. They aren't afraid, or concerned. CLONE COMMANDER I warn you, we are authorized to utilize deadly force. 71. PLO KOON What are the charges against us? CLONE COMMANDER You will be advised of them in due process. Lay down your weapons, and come with us. The Jedi scan the thousands of Troopers. PLO KOON We cannot possibly win. Not against this many. ADI GALLIA And further conflict will only cause more political damage. EETH KOTH It would seem our only recourse is to -- Suddenly, Anakin's starfighter streaks past and fires -- killing several Troopers. CLONE COMMANDER Open fire! The nearest Troopers fire and the Jedi ignite their lightsabers. They deflect the incoming bolts into the Troopers, felling several as they begin to back toward the Temple. INT. ANAKIN'S STARFIGHTER - COCKPIT - DAY - MOVING A Clone Trooper is at the controls. He banks the ship up and away. EXT. JEDI TEMPLE - DAY Troopers charge, weapons blazing. Jedi use their lightsabers to deflect the laser bolts. A hundred Padawans stream out of the Temple, lightsabers ignited, and join the hopeless battle. EXPLOSIONS detonate all around them. Troopers fall, but so do Padawans and apprentices. INT. SENATE CHAMBER - DAY On a floating platform, illuminated by a powerful light, Yoda faces Palpatine and the Senate. Several delegates SHOUT angrily, waving their fists. Yoda is calm, his VOICE carries clearly through the tumult. 72. YODA Not your enemy are the Jedi! Clouded the affairs of the Republic have the Sith. From them came the Federation invasion of Naboo. ASK AAK The Sith! Bah! Always you bring up this tired myth to justify your actions! Show us some proof! Most of the Senators SHOUT their support. Obi-Wan and Mace Windu, sharing Yoda's platform, look around uneasily. YODA Produce them, I cannot. But -- DARSANA Then why should we accept that they exist?! YODA Responsible for the Clone Wars were they, hoping to destroy the Jedi, and thus, the Republic. Palpatine watches from his pinnacle, concentrating on the delegates. They grow more inflamed, less inclined to listen to reason. SHOUTS and CURSES echo around the vast chamber. Yoda waits calmly as the uproar continues. Many delegates SHOUT and gesture angrily at the Jedi. YODA Information were we given, that the Sith have infiltrated the Senate. Palpatine smiles tolerantly down at Yoda. PALPATINE Do you accuse Us of conspiracy, Master Yoda? YODA Why did not -- aagh! Yoda sways unsteadily, clutching at his chest. Mace Windu and Obi-Wan rush to his side. MACE WINDU What is it? OBI-WAN Master Yoda! What's wrong? 73. Yoda opens his eyes, and there's fear in them. He shoots a look up at Palpatine, who smiles back. YODA -- Temple -- Mace Windu and Obi-Wan exchange a tense look. EXT. SPACE - CORUSCANT Slave 1 blasts out of hyperspace and toward the planet. INT. SLAVE 1 - COCKPIT Boba Fett guns the engines, tearing through the clouds. Aurra Sing comes up beside him, worried. AURRA SING We weren't assigned to this, Lord Tyranus -- BOBA FETT It's my ship, I'll do whatever I want with it! She looks at his angry face, nods. AURRA SING All right. I've got a little score to settle with the Jedi, as well. EXT. SPACE - CORUSCANT Slave 1 streaks toward the surface. EXT. CORUSCANT SKIES - DAY An airspeeder carrying Mace Windu, Yoda, and Obi-Wan, who is at the controls, hurtles in and out of the ceaseless traffic. Yoda's shaken, trembling. YODA A great disturbance there is in the Force . . . something terrible I fear has occurred. MACE WINDU We'll be there in a -- 74. OBI-WAN Oh, my god . . . They sit up. In the distance, a thick pall of smoke rises above the Jedi Temple . . . EXT. JEDI TEMPLE - DAY Amidst flames and smoke, platoons of Troopers attack the Temple. Heavy machinery blasts the spires, creating EXPLOSIONS everywhere. The ground's littered with bodies . . . Troopers, Jedi and padawans. Fires burn in the Temple. EXT. CORUSCANT SKIES - DAY Obi-Wan, Mace Windu and Yoda stare in horror. Yoda's face darkens in anger. INT. JEDI TEMPLE - MAIN HALL - DAY Plo Koon, bleeding, wounded, his robes torn, cuts down Troopers. A blast from a SPHA-T EXPLODES nearby, sending debris flying, knocking him down. Plo Koon gets up with difficulty, retrieves a fallen Jedi's lightsaber, and fights, one blade in each hand. For each Trooper that falls, a dozen more take his place. EXT. CORUSCANT SKIES - DAY Obi-Wan puts the speeder into a dive toward the Temple. YODA Obi-Wan -- OBI-WAN We can't leave them to die! The speeder hurtles toward the battle. EXT. JEDI TEMPLE - DAY The Clone Commander looks up, activates his commlink. CLONE COMMANDER Units three-seven-seven and four- one-eight -- incoming! 75. A dozen two-man speeders converge, fire withering blasts at the speeder. EXT. CORUSCANT SKIES - DAY The speeder's buffeted by near-misses. Mace Windu grabs Obi- Wan's arm as Yoda uses the Force to shield them. MACE WINDU Watch out for that -- YODA Hold on! Obi-Wan fights with the controls. EXT. JEDI TEMPLE - DAY AT-ATs also fire at the dodging speeder. A particularly near miss almost knocks it out of the air. CLONE COMMANDER Don't let them get away! EXT. CORUSCANT SKIES - DAY Obi-Wan barely evades the deadly blasts. Yoda leaps up onto the rear of the speeder and ignites his lightsaber. He deflects bolts back, blowing up several of the attacking speeders. MACE WINDU There's nothing we can do! It's too late! Obi-Wan's torn with anguish and indecision. A blast rocks them. He pulls up, and speeds away. Yoda looks back sadly. EXT. JEDI TEMPLE - DAY The Clone Commander eyes the departing speeder, activates his wrist commlink. EXT. CORUSCANT SKIES - DAY The speeder hurtles toward the huge spaceport. Two TIE prototypes drop out of the sky onto its tail, firing laser bolts at the little ship. 76. The Jedi look back as the interceptors gain on them. Obi-Wan puts the tiny ship through its paces, but he can't shake them. Yoda jumps onto the rear, using his lightsaber to deflect blasts. A near miss blasts off a piece of the fuselage, almost knocking Yoda out of the ship. They're in open air approaching the spacedock. The interceptors close, firing. Suddenly -- a shadow eclipses the sun momentarily -- A battered, saucer-shaped (and strangely familiar) Corellian freighter swoops between the interceptors and their prey. Gattling lasers blast the first TIE to bits. As the Jedi watch, it turns in a tight arc and bears down on the second TIE. It attempts to evade the freighter, and rams into a tower, EXPLODING. As the wary Jedi watch, the freighter comes into position above them. The hatch opens, and a ramp lowers. YODA An invitation this seems to be. MACE WINDU Maybe we'd better accept. I don't think we'll get a better offer today. They transfer with a little difficulty from the speeder to the ramp, Obi-Wan abandoning the controls at the last moment. As the speeder falls away, they enter the ship. INT. CORELLIAN FREIGHTER - COCKPIT They enter warily. In the pilot's chair, CAPTAIN CALRISSIAN, a black, hard-eyed smuggler/pilot throws the ship into a hard turn. CALRISSIAN Are the others far behind you? We may need to -- YODA No more will there be. Calrissian reacts, stunned. CALRISSIAN Those bastards . . . OBI-WAN I don't mean to sound ungrateful, but -- 77. CALRISSIAN Calrissian. Organa sent me. Thought you might need a little help, and I owed him a favor or two. A couple of laser blasts shake the ship. They look out the main viewport. Six TIE interceptors rise toward them. CALRISSIAN Hang on to yer assets. EXT. CORUSCANT SKIES - DAY The battered freighter streaks into the stratosphere, quickly outdistancing the interceptors. INT. JEDI TEMPLE - MAIN HALL - DAY Plo Koon, Eeth Koth, and Adi Gallia fight desperately. Jedi and Clone bodies lie everywhere. Plo Koon looks up, exhausted and bloody. An AT-ST fires in their direction. Eeth Koth tries to protect several wounded Padawan. They're all killed by its deadly bolts. Plo Koon slices through Troopers. He leaps straight at the AT- ST driver sticking out of the hatch, slices through him. Plo Koon lands hard on the ground, winded. Two AT-ST walkers emerge from the smoke and fire on the Jedi Master. He leaps aside, but an armored figure rockets in, jetpack blazing, and nails him. PLO KOON Yaaaagh -- ! He looks up from the ground, unable to rise. Boba Fett steps up and shoots him again. Adi Gallia and a dozen wounded, exhausted Jedi fight back-to- back. Adi Gallia looks up. In a window, a group of initiates, all under ten years old, huddle with Nana Dorde as the ominous war machines approach, blasting everything in sight. ADI GALLIA No! Adi Gallia fights her way toward the initiates, felling Troopers. Boba Fett swoops down from above, firing. Adi Gallia deflects the blasts, but is attacked by Aurra Sing. 78. They battle with lightsabers until Boba Fett shoots Adi Gallia in the back. With a strangled cry, she falls. She looks up and sees AT-ATs open fire on the Temple. A moment later, Aurra Sing steps into her line of sight, her lightsaber raised . . . EXT. SPACE - CORUSCANT The Corellian freighter speeds away. A Star Destroyer appears from the planet's netherside. INT. CORELLIAN FREIGHTER - HOLD The Jedi are subdued, stunned. Obi-Wan's hand tightens on his lightsaber. YODA Your anger must you release, Obi- Wan. Dangerous to hold is it. OBI-WAN It's not that easy! MACE WINDU Master Yoda is right. It will not serve you, my friend. How many allies do we have left in the Senate? OBI-WAN Very few. Padmé -- we must warn her. YODA Uhm, yes, protected must the unborn Skywalker be. MACE WINDU You still think it will make a difference? YODA That I can say not. However, few choices do we have. Consider, must we, all our possibilities. Obi-Wan starts toward the cockpit. Yoda watches him, troubled. EXT. SPACE The freighter speeds away from Coruscant. The Star Destroyer closes relentlessly, dwarfing the smaller vessel. 79. INT. CORELLIAN FREIGHTER - COCKPIT Obi-Wan, Yoda, Mace Windu and Calrissian face a hologram of SIO BIBBLE. SIO BIBBLE Obi-Wan -- OBI-WAN I must speak with Padmé. It's very -- SIO BIBBLE She's been kidnapped. OBI-WAN Kidnapped?! When? How did it -- SIO BIBBLE We received a distress signal from her transport. By the time we reached their co-ordinates . . . MACE WINDU They're making sure we can't get her to influence Anakin. OBI-WAN Anakin. He'll have to be told. I don't -- The ship shudders from an impact, cockpit ALARMS go off. Calrissian moves to the controls. CALRISSIAN We've got company. He slides into the pilot's seat, Obi-Wan takes the navigator's position, they charge up the deflectors. MACE WINDU Nothing can outrun those big ships. Calrissian gives him a self-assured smile. CALRISSIAN Oh, yeah? EXT. SPACE The Star Destroyer closes on the freighter, firing. Just as it overtakes them -- the tiny freighter blasts into hyperspace. Something very familiar about this ship. 80. EXT. PLANET PYRRONNUS - DAY A large, volcanic world torn by eruptions. Towering cones belch magma toward heavy cloud cover. Carved out of a cliff is the forbidding Sith fortress. Bat-winged CREATURES sail around its craggy summit. INT. SITH FORTRESS - DETENTION CELL Padmé stirs groggily, holds her head, slightly ill. The door opens, and two Troopers enter. She looks at them with little more than empty bravado. PADMé I'd say you won't get away with this, but you probably already know that. They haul her off the bare cot, and drag her out. She struggles weakly. INT. SITH FORTRESS - LABORATORY They drag Padmé into the red-lit chamber. She recoils, her eyes drawn involuntarily to the evil-looking machines. SCREAMS echo as dozens of prisoners are subjected to electronic torture. Interrogation droid IG-666 watches an iron-maiden type device, its eye sensors glowing. The spindly droid is enjoying its work. The device opens, emitting dense clouds of steam. Threepio's raised from a glowing cradle, his metallic body smoking. There are dozens of sinister-looking implants in his face. THREEPIO Oh -- oh, my -- oh, what have I done!? Oh, mercy -- have mercy on my poor circuits! IG-666 Louder, you pathetic protocol droid. I love it when my subjects plead for their useless lives. THREEPIO Oh! You horrible -- He's lowered toward the cradle by the CACKLING droid. Padmé struggles to pull free. PADMé No! Stop it! Stop! Leave him -- 81. She stares in horror as a large, black globe floats toward her, nasty-looking needles and probes sticking out of it. It floats to within inches of her face, she sees her frightened reflection in the gleaming surface. Slowly, a wicked-looking needle extends. IG-666 Don't worry, we have plenty of devices . . . no waiting. He barks an ELECTRONIC LAUGH. Padmé shrinks back against her captors, who hold her firmly in place. In the background, Threepio WAILS piteously. The heavy shield door to the laboratory SLAMS down! EXT. ALDERAAN - DAY The Corellian freighter touches down on a landing pad in a blast of retros. Vast grasslands stretch into the distance, seamlessly integrated with small villages. Starships take off and land in a constant flow. Obi-Wan, Mace Windu, and Yoda descend the ramp toward a large landspeeder where Bail Organa and two AIDES meet them. Organa is immensely relieved. BAIL ORGANA I'm glad you made it safely. MACE WINDU Our thanks for your timely intervention, Viceroy. BAIL ORGANA I only wish I could have done more. Do you think there are any other survivors? Yoda closes his eyes in pain. OBI-WAN Padmé's been abducted. We must locate her. BAIL ORGANA Probably bounty hunter scum. (to an Aide) Get our people on it right away. (to the Jedi) Come. We'll see what we can do. They get into the landspeeder. In the background, a herd of NERFS grazes contentedly. 82. INT. CORUSCANT - PADMé AND ANAKIN'S APARTMENT - NIGHT Anakin meditates, restless. He convulses in pain, sees a flash of -- EXT. PYRRONNUS - NIGHT The tortured world seethes in its volcanic throes -- INT. SITH FORTRESS - LABORATORY -- Padmé strapped to a sinister-looking table, surrounded by dark machines. She cries out in pain and fear -- INT. CORUSCANT - PADMé AND ANAKIN'S APARTMENT - NIGHT Anakin's eyes snap open -- ANAKIN PADMé! He jumps to his feet, shaken as several glass items SHATTER around him. Artoo rolls in, BEEPING a blue streak. ANAKIN Whuh -- Artoo. Not now! What -- Artoo BEEPS excitedly, whirls in a circle, and heads toward the living room. Anakin follows a moment later. INT. LIVING ROOM AREA - NIGHT Anakin enters to see a hologram of Obi-Wan shimmering in the darkened room. ANAKIN You. What do you -- OBI-WAN I must speak with you. ANAKIN It's Padmé -- she's in danger, isn't she?! That's why you contacted me, isn't it?! Tell me! OBI-WAN Calm yourself, this won't help. You must come to Alderaan as quickly as possible. 83. ANAKIN Alderaan! That's not where she is! Anakin's hands clench angrily at Obi-Wan's image. OBI-WAN I can't explain now, I'll inform you fully when you arrive. And don't tell Chancellor Palpatine. ANAKIN Why not? I trust him, maybe he can help. OBI-WAN You once trusted me. I realize we seldom see eye-to-eye any more, but I'm asking you to do so again. Anakin seethes a moment, then nods reluctantly. ANAKIN All right. He storms out. Artoo follows, BEEPING. EXT. SPACE - CORUSCANT Anakin's starfighter streaks away from the planet. It hooks up with an orbiting jump ring, and blasts into hyperspace. INT. JEDI TEMPLE - DAY A heavy pall of smoke rises into the sky. Thousands of Troopers move through the blasted, ruined building, searching. Blackened, burned bodies lie everywhere, including children, the youngest Jedi acolytes. EXT. ALDERAAN - CASTLE LANDS - DAY Anakin's starfighter settles beside a range of towering hive- like structures that extend along the multi-colored grassland. He emerges, still angry. Obi-Wan is waiting for him. OBI-WAN Come with me, we haven't got a lot of -- He starts to go into the nearest hive. Anakin doesn't move. Obi-Wan turns and regards him a moment. 84. OBI-WAN Please. Anakin follows him up a natural stone stair into the nearest hive-structure. INT. KILLIK HIVE - DAY Anakin and Obi-Wan enter. The structure's design suggests it was built by an intelligent insectoid race. There are numerous honeycomb chambers, and a large open space where Yoda, Mace Windu, and Bail Organa wait. ANAKIN You said you would help me find Padmé. Why are we wasting time here?! MACE WINDU The Temple was attacked by Palpatine's Clone Troopers. Anakin shows no flicker of expression. MACE WINDU You don't seem surprised. ANAKIN What about Padmé? OBI-WAN She has been captured by bounty hunters. Anakin's hand fastens on his lightsaber. Yoda's eyes narrow. ANAKIN And you're not going to help her?! MACE WINDU Use your head. Look around you. Anakin regards them with deep disgust. ANAKIN Chancellor Palpatine was right. He turns, and finds Yoda blocking his way. Anakin starts forward, then hesitates. Yoda regards him calmly. YODA All alone would you rescue her, hmn? Most extraordinary must you be, Anakin Skywalker. 85. ANAKIN Why? Because I'm not afraid? YODA No, because reckless and unthinking are your actions, foolish and irresponsible are your thoughts. A Jedi do you call yourself, mmm? Anakin glares at Yoda a moment, then turns away. YODA So typical is this behavior. Heedless, unprepared would you rush in? Sacrifice all in the heat of passion, would you? A true Jedi does not these things. OBI-WAN We are four against an army of hundreds of thousands. Would it serve Padmé to throw away our lives? MACE WINDU You complain that we don't treat you like a Jedi. Well, it's time you started to act like one. Our ways, our laws, they've been handed down over thousands of years -- ANAKIN Maybe it's time for new ones! YODA Time is it? Huh! What know you of time? Eight hundred and eighty three years have I lived, and still know I nothing of time. Hmph! Reckless, you are, and dangerous. Anakin bristles. YODA Hear you nothing of what we say? To an end has come a great tradition. All but gone now are the Jedi. Soon, perhaps, only darkness will the Force encompass. Anakin moves forward. Yoda raises a hand, for a moment they strain their wills against each other, then Anakin staggers back. He looks into Yoda's eyes, seething. 86. YODA Mmm, yes, such a tragic waste, this is. Much power do you possess, Anakin Skywalker, but much anger do you retain, also. To the dark side will it lead you, and destruction. ANAKIN I won't abandon her. MACE WINDU Nor will we. Anakin looks at him, doubtful. OBI-WAN We are waiting for support troops to arrive, then -- ANAKIN She may be dying. I saw -- YODA A trap, by Darth Sidious was it laid. Your power does he covet, for a powerful ally would you be. Obi-Wan puts a hand on Anakin's shoulder. OBI-WAN We will help her, I promise you. Anakin looks from one to the other of them. Finally, he nods sullenly. ANAKIN I swear, if anything happens to her . . . He stalks out. Artoo BEEPS a worried query. MACE WINDU What do you think? OBI-WAN I have a bad feeling about this. EXT. PYRRONNUS - SITH FORTRESS - NIGHT The skies are red with constant eruptions. 87. INT. SITH FORTRESS - DETENTION CELL - NIGHT The door opens, two Troopers drag Padmé in and toss her roughly onto her cot. She's haggard, in pain. Aurra Sing enters and goes to her, lifts Padmé's tear-streaked face. AURRA SING So, this is the great hero and leader of Naboo, is it? Padmé tries to rise, Aurra Sing shoves her back onto the cot. She exits, laughing derisively. Padmé curls up in a ball, shivering. Though she fights it, she begins to weep. EXT. ALDERAAN - CASTLE LANDS - DAWN The rising sun bathes the hives in golden light. INT. KILLIK HIVE - DAWN Yoda and Mace Windu look up as Obi-Wan enters. OBI-WAN He's gone. YODA Expected as much, I did. Beyond our help now is he. OBI-WAN I'm going after him. YODA How will you find him? OBI-WAN I placed a homing beacon in his ship last night. Artoo will lead me to them. YODA Careful must you be, Obi-Wan. No help will we be able to give you. MACE WINDU In addition to the Clones, you'll be walking into a stronghold with at least two Sith. 88. OBI-WAN I'm hoping they won't expect me this soon. I know . . . it isn't much . . . but it's the best we've got. He heads out. EXT. ALDERAAN SKIES - DAY Obi-Wan's starship streaks away from the blue-green planet. EXT. CORUSCANT - MAIN SECTOR - DAY The Senate Complex is awash in military speeders, heavy equipment, and thousands of Troopers and war machines. INT. CHANCELLOR'S OFFICES - DAY The Clone Commander enters and salutes Palpatine who sits on a floating throne-like chair. CLONE COMMANDER We suffered heavy casualties, sir, but we destroyed most of the Jedi. PALPATINE Most of them? CLONE COMMANDER A -- small group escaped, but we will -- PALPATINE Yes, I should think you would. That will be all Commander. You may return to your duties. The Commander salutes and exits quickly. Palpatine activates a control on his throne, and a hologram of Dooku appears. PALPATINE I am ready for your report, Lord Tyranus. DOOKU The tests confirm that Lady Skywalker is with child, my Lord. 89. PALPATINE As I suspected all along. That was their contingency plan, should Skywalker fall to the dark side. DOOKU We must destroy it. And her. Palpatine chuckles, shakes his head. PALPATINE In due time, Lord Tyranus, in good time. For now, I have . . . other plans for Lady Skywalker. He chuckles evilly. INT. SITH FORTRESS - DETENTION CELL - DAY Padmé lies on her cot, miserable as large slimy VERMIN scuttle around the dirty cell. Dooku, Aurra Sing and four Troopers enter. Padmé shrinks back from the dark lord's intense gaze. DOOKU How are we feeling, my lady? PADMé Was that the worst you could do? He takes her face in one hand. She tries to pull away, but can't. Aurra Sing purrs in the background. DOOKU We had to be thorough. Though, to answer your question -- no, it is not. PADMé Is this where I tremble with abject fear? His eyes burn into hers, she returns the look defiantly. Dooku chuckles, and releases her. DOOKU Such an indomitable spirit. What a shame we will have to crush it. PADMé When am I to be executed? 90. DOOKU Oh, you do us an injustice. As much as the late Viceroy Gunray would have wanted to kill you, we have decided to keep you alive. For now. PADMé Why? DOOKU Let us say that you hold something that my master is very interested in. PADMé Darth Sidious? Or is he still going by the name Palpatine? DOOKU Your insight serves you well, my child. Yes, the time is almost ripe to drop the charade and reveal himself. Don't worry, we will see to it that you are present to enjoy the moment. PADMé The Jedi will have something to say about that. DOOKU The Jedi. Ah, yes. No one has told you? Then it falls to me to be the bearer of ill news. The Jedi, I am afraid, are no more. PADMé I don't believe -- DOOKU Oh, it's quite true. By now, they've all been annihilated by Lord Sidious' armies. Padmé reacts with dismay before she can catch herself. Dooku nods, satisfied that they've gotten to her. DOOKU Well, it's been pleasant. We'll chat again, later, hmn? Oh, should you require anything . . . She looks away, shivering. Dooku chuckles and exits. Aurra Sing looks at Padmé in disgust, and exits with the Troopers. 91. INT. SITH FORTRESS - CORRIDOR - DAY Aurra Sing joins Dooku. Two Troopers take up guard positions outside Padmé's cell. DOOKU We are very grateful to you, my dear, for delivering our guest. AURRA SING A pleasure, Lord Tyranus, courtesy of Jabba the Hutt. DOOKU As per our agreement, Tattoine is his, to do with as he will. AURRA SING He will be pleased. Boba Fett marches up, and spares Dooku a short glance. BOBA FETT The ship's ready, Aurra. She affectionately ruffles his hair. There's obviously a connection between them. AURRA SING Young Fett tracked the Naboo ship despite their precautions, my lord. His skills are almost the equal of his father's. Boba Fett's face tightens. DOOKU Do not fear, the Jedi who slew your father survived the massacre. Boba Fett looks up eagerly. DOOKU We are expecting him to join us shortly. When he does, he will be yours. Boba Fett bows in gratitude. With a last look at Aurra Sing, he moves off down the corridor. DOOKU Life is so simple for the young. No thoughts beyond satisfying their most basic urges. 92. AURRA SING You're certain they'll come, Lord Tyranus? DOOKU Oh yes. Skywalker will come for her, they will come for him. They are so distressingly predictable. EXT. SPACE Anakin's starfighter detaches from its jump ring, and streaks toward Pyrronnus. INT. ANAKIN'S STARFIGHTER - COCKPIT - MOVING He anxiously peers at the raging world as they descend through thick, red-lit clouds. In the navigation module, Artoo BEEPS. ANAKIN Are you picking up any life forms? Artoo BEEPS an affirmative. ANAKIN Lock in on them. I'm going in. Artoo BEEPS and CHATTERS, his dome swiveling. EXT. SPACE Anakin's starship streaks toward the surface. EXT. PYRRONNUS - DAY Towering, jagged mountains rise around a cracked plateau surrounded by rivers of molten lava. Anakin climbs down from his ship. Large fissures vent super-heated steam. Artoo starts to rise out of his module. ANAKIN No, stay here. Artoo BEEPS doubtfully. Anakin sets off across the barren, volcanic landscape. Strange salamander-like CREATURES lurk in the crevices, shifting the scintillating colors of their bodies. The SOUND of a starship ENGINE causes Anakin to look up. Obi- Wan's ship lands near his starfighter. Anakin watches Obi-Wan emerge and walk toward him. 93. ANAKIN You just don't get it, do you? OBI-WAN I'm trying to stop you from making a terrible mistake. ANAKIN Just stay out of my way. He starts off. Obi-Wan grabs his arm, Anakin cuffs him aside. ANAKIN I said -- OBI-WAN Don't be a fool, Anakin, you can't do this alone! ANAKIN I don't need you -- any of you! All you've ever done is hold me back! OBI-WAN You know that isn't true. ANAKIN Isn't it?! You've never understood my true feelings -- you never even cared to. OBI-WAN Because I tried to teach you discipline? A Jedi needs discipline. Padmé understood -- ANAKIN And you used your mind tricks to turn her against me! He starts off. OBI-WAN It's the Sith who are preying on your mind. The dark side is trying to engulf you, that's why they're using her. Anakin turns slowly to face Obi-Wan, his face twisted with anger. ANAKIN What's so bad about the dark side? Have you any idea of its power? I'm beginning to enjoy using it. 94. OBI-WAN You don't mean that! You can't -- ANAKIN After my mother died -- was killed -- I swore I would never again allow someone I loved to die because of my not taking action. OBI-WAN She isn't going to -- ANAKIN I slaughtered the entire tribe of sandpeople who killed her. And I enjoyed it. He turns, but Obi-Wan grabs him. Anakin swings at him, then ignites his lightsaber. Obi-Wan backs off, shocked. OBI-WAN This path will lead to your destruction . . . and the destruction of those you seek to protect. ANAKIN I've had enough of your lies! OBI-WAN This won't help Padmé, she -- Anakin attacks. Obi-Wan's lightsaber leaps into his hand, he parries Anakin's attacks, retreating to keep from injuring his friend. Anakin becomes frustrated that he can't cut Obi-Wan down. He grows more powerful with his rage, and Obi-Wan is hard-pressed to avoid the deadly blade. They leap across erupting fissures, battling fiercely. Around them the planet's volcanic activity increases, as though it were part of their battle. OBI-WAN Anakin -- listen to me -- ANAKIN NO! No more lies! Obi-Wan almost gets cut in half. He teeters on the edge of a precipice, the rocks crumbling under his feet -- Below, a fiery river seethes -- 95. Anakin leaps -- Obi-Wan deflects his blows and flips up and over him to safety. Blind with rage, Anakin charges after him. The battle takes them up a ridge along the cliff face. EXT. PYRRONNUS - LAKE OF FIRE - DAY A squad of Troopers riding large, bipedal dragon-like TARKS equipped with saddles notice the flashes on a nearby plateau. CLONE TROOPER Come on, let's check it out. EXT. PYRRONNUS - PLATEAU - DAY Anakin presses Obi-Wan back savagely. Lightsabers flash and spark as the battle reaches a crescendo. Anakin knocks Obi-Wan against a rock outcrop with a kick. He raises his weapon overhead -- brings it down -- Obi-Wan leaps clear -- super-hot gasses erupt from the cleft rock, engulfing Anakin, who cries out in pain. OBI-WAN This is madness! Stop! Anakin staggers back, burned and blistered, beyond reason. ANAKIN Prepare to meet the Force, Obi-Wan! He attacks, Obi-Wan's blade clashes with his. A TREMOR fractures the ledge, knocking Anakin off-balance. He drops his lightsaber -- falls over the edge. Anakin hangs from a ledge over a pit of molten lava by his mechanical hand. OBI-WAN Anakin! Anakin -- hang on! Obi-Wan tries to reach him. Anakin hangs on desperately. The rock begins to fracture under his metal grip. Anakin looks up into Obi-Wan's eyes. Obi-Wan moves precariously out over the molten abyss, reaching -- His fingertips scrabble at Anakin's hand. Just as he reaches the mechanical wrist -- a huge ERUPTION from below blasts the ledge -- Obi-Wan recoils -- the rock crumbles! With a SCREAM Anakin plunges into the molten lava. 96. OBI-WAN ANAKIN!!! Below, magma bubbles and boils. There's no sign of Anakin. EXT. PYRRONNUS - OBI-WAN'S SHIP - DAY The planet seethes and RUMBLES. Strange, armored CREATURES skitter across its surface. INT. OBI-WAN'S SHIP - DAY A stunned Obi-Wan faces a hologram of Yoda and Mace Windu. YODA With you do we grieve, Obi-Wan. A terrible end is this. MACE WINDU The support troops have arrived. We'll be there shortly. Obi-Wan stares at Anakin's lightsaber in his hand. Yoda and Mace Windu exchange a troubled look. YODA Obi-Wan . . . OBI-WAN Yes, Master Yoda, I know. Do we have enough men? MACE WINDU We'll have to make do. Stay under cover until we arrive. We can't afford to lose you, too. Obi-Wan nods, tears streaming down his face. The holograms fade. Behind him, Artoo BEEPS mournfully. INT. SITH FORTRESS - DOOKU'S CHAMBERS - DAY A Trooper salutes Dooku. He looks up, irritated. CLONE TROOPER Sir, we have recovered a badly- burned body from the magma lake. DOOKU A body? 97. CLONE TROOPER It's still alive . . . barely. We think it may be Skywalker. Dooku gets to his feet, shaken. He hesitates. DOOKU Take it to the medlab -- immediately. The Trooper salutes and exits. Dooku ponders this new development. He activates a control on his desk, a hologram of Darth Sidious appears. DARTH SIDIOUS A problem, Lord Tyranus? DOOKU A boon, my master. We have found Skywalker. DARTH SIDIOUS He is there?! Why was I not informed? DOOKU I have only just learned myself, master. I have had his body sent to the lab. DARTH SIDIOUS His -- ! What has happened? Tell me! DOOKU I'm not entirely certain yet, but he's apparently still alive. DARTH SIDIOUS See that he remains so. It is vital. DOOKU Why is this one so important? DARTH SIDIOUS He is a powerful weapon with which we will destroy the Jedi forever. DOOKU Is that . . . the only reason? Darth Sidious cackles gleefully. DARTH SIDIOUS Put your mind at ease, my friend. I will join you shortly. See that all is in readiness for my arrival. 98. He cackles as Dooku bows. Dooku's face shows signs of growing unease. INT. SITH FORTRESS - LABORATORY - DAY Threepio, miserable in a metallic cage, sparking sensors imbedded in his face, watches a multi-legged ARAKHNOT scuttle across a gleaming metallic table, its sixteen red eyes glinting in the harsh artificial light. THREEPIO Oh! Oh, my! Shoo -- shoo, you horrible -- oh, why was I made to suffer so? What did I ever -- He looks up, frightened, as a dozen spindly, BLACK DROIDS enter, pushing an anti-grav container a few feet above the floor. THREEPIO Oh, now what? Oh, will this never end? The droids carefully lift Anakin's burned body out of a container of cloudy bacta liquid. Most of his skin is gone, what's left is raw and scarred. He moans and tosses fitfully, gasping for breath. THREEPIO Oh, my! Master Skywalker! Oh, what are you doing to him? They place him on a glowing table. He's lowered into a sealed glass sarcophagus filled with HUMMING machinery. Pieces of BLACK ARMOR are fastened to his body. He's barely conscious, delirious. He tosses and moans. A black, GARGOYLE-LIKE BREATH MASK descends over his scarred head. He twists his head, but it's held in place by padded clamps. The breath mask is fastened to the armor. On a chest plate, sensor lights blink, then stabilize. Anakin continues to toss and moan in pain. The tortured SOUND of his BREATHING becomes more regular, controlled by the armor. THREEPIO Oh, dear, oh, dear! Master Skywalker -- oh, master Skywalker -- can you hear me! Can you -- oh! A hologram of Darth Sidious' head shimmers into view, huge and ominous. 99. DARTH SIDIOUS Do not fear, my young friend, I am here to help you. Threepio huddles in his cage, trying to not be seen. THREEPIO Oh, my . . . ANAKIN . . . Padmé . . . where -- is -- DARTH SIDIOUS Quite near. But she has been imprisoned -- by Count Dooku. ANAKIN -- no! Padmé! Padmé! He tries to rise, but can't. DARTH SIDIOUS I have saved your life, though Count Dooku and the Jedi have conspired to destroy you. ANAKIN Obi . . . Obi-Wan . . . DARTH SIDIOUS Wishes to see you dead. ANAKIN No . . . tried . . . to save me . . . DARTH SIDIOUS He desires that he and Padmé may be together. ANAKIN NO! No . . . no . . . DARTH SIDIOUS He would control your unborn children . . . shape them to his will. There is only one way to save them . . . and yourself. You must embrace the power of the dark side! Anakin tosses in torment, a tremendous inner struggle rages within him. Suddenly, he HEARS: 100. PADMé (VO) Anakin! Help me -- Anakin! ANAKIN PADMé!!! Padmé -- wait -- don't -- His struggles become stronger. DARTH SIDIOUS YES! That is it, my young apprentice! You must rise -- RISE and take your place at my side! Together, we will triumph! As Threepio watches, anger and hatred course through Anakin, renewing his strength. With a powerful surge -- he comes to his feet -- SHATTERING the sarcophagus with an elemental ROAR! Glistening glass and twisted machinery fall away, revealing him in black armor and grotesque breath mask. The amplified SOUND of his HEAVY BREATHING fills the room. THREEPIO Oh, dear . . . this can't be a good thing. Anakin looks around and sees a lightsaber on a padded cushion nearby. He approaches, picks it up slowly, ignites it. The blade is red. DARTH SIDIOUS It belonged to a former apprentice, Lord Darth Maul. He was slain at Naboo fifteen years ago. Anakin's VOICE is a powerful (and familiar) RUMBLE from deep inside of him, amplified by the breath mask. ANAKIN I . . . remember. Obi-Wan . . . He stares at the gleaming blade, its satanic light reflected in his armored visage. ANAKIN Obi-Wan . . . ! EXT. PYRRONNUS - DAY Obi-Wan watches the Corellian freighter land. Yoda, Mace Windu, Calrissian and twenty scruffy CORELLIAN COMMANDOS emerge, heavily armed. They join Obi-Wan. 101. MACE WINDU Master Yoda and I will handle Lord Tyranus. You and the others will search for Padmé. YODA Up to this are you, Obi-Wan? OBI-WAN Yes. YODA Not in vain will his, and the other deaths be. Still can we resolve this. OBI-WAN Then let's get going. His face is set with grim determination. They move out. INT. SITH FORTRESS - DAY Dooku descends a flight of stairs. INT. SITH FORTRESS - TRAINING HALL - DAY He enters and looks around, sensing something. He steps back as a large FIGURE in black armor steps into view, and ignites its blood-red lightsaber. DOOKU Who . . . Skywalker?! ANAKIN Where is Padmé? What have you done with her? Anakin moves slowly toward him. Dooku retreats. DOOKU You -- she is alive! I -- Anakin easily flings a heavy table across the room with one hand. Dooku inches back. DOOKU You -- you must calm yourself, my friend, your -- The lightsaber whips up, pointed at Dooku's head. 102. ANAKIN You sought to destroy me. Defend yourself. DOOKU No! You are mistaken! I did -- Anakin slices a huge generator in half. Dooku retreats into the shelter of a large condenser unit. A moment later -- Anakin's lightsaber slices through it in a shower of sparks. Dooku ignites his weapon and they battle. Anakin is larger, stronger, but Dooku's more skilled. He manages to evade Anakin's attacks. DARTH SIDIOUS (VO) Excellent! Excellent! He steps out of the shadows, applauding. Dooku looks to him desperately. DOOKU Master -- ! DARTH SIDIOUS Your journey toward the dark side is almost complete, my young apprentice. Now, strike him down with all your anger -- all your hatred -- and take his place at my side! Anakin advances. DOOKU NO! Master! I have served you faithfully! Why do you abandon me! Master! DARTH SIDIOUS Really, Lord Tyranus. You of all people should realize that only the strongest may serve the dark side. Anakin rushes toward him. Dooku defends himself, but there's fear in his eyes. Darth Sidious watches, cackling gleefully. EXT. SITH FORTRESS - DAY A regiment of Troopers is on guard alongside speeders, light assault vehicles. 103. CLONE TROOPER What was that? CLONE TROOPER 2 I didn't hear anything. CLONE TROOPER I'm sure it was -- The Jedi land on them with a vengeance, followed by the others. Lightsabers slice through the startled Troopers, Calrissian's men blast the others. They run inside. Artoo follows, BEEPING excitedly. INT. SITH FORTRESS - DAY The two groups split up. Obi-Wan leads his up a flight of stone steps, and through an opening. Mace Windu and Yoda battle scores of Troopers. They reach a dark chamber. Yoda reels slightly as Mace Windu cuts down the last of the Troopers. MACE WINDU What is it? Yoda looks toward the dark opening with a shiver. YODA Great evil do I sense within. MACE WINDU Sifo-Dyas. They enter cautiously, their lightsabers providing eerie illumination . . . . . . INT. SITH FORTRESS - DARK CHAMBER They peer into the blackness warily. DARTH SIDIOUS (OS) Welcome, my brave Jedi! Welcome . . . to your doom. He steps out of the darkness, and slowly drops his hood to reveal Supreme Chancellor Palpatine. DARTH SIDIOUS I have looked forward to this for some time, Master Yoda. Mace Windu starts forward, Yoda waves him back. 104. YODA Blind have I been, blind and stupid, not to suspect. DARTH SIDIOUS You were blinded by the power of the dark side. There was nothing that you could do. YODA Think you that you have won? DARTH SIDIOUS The old Republic is in its death throes, a relic of a bygone age. In its place will be the New Empire. MACE WINDU Ruled by you. DARTH SIDIOUS Unfortunately, my plans don't include Jedi. Alas. MACE WINDU Perhaps we'll have something to say about that. The two Jedi masters ready themselves. Instead of attacking, Darth Sidious throws his head back and laughs. The Jedi exchange surprised looks. DARTH SIDIOUS How ludicrously melodramatic. There is something I should like to show you, first. Chuckling, he moves further into the chamber. Yoda and Mace Windu exchange a wary look. INT. SITH FORTRESS - TRAINING HALL The Jedi emerge cautiously on a ledge overlooking the main floor. From below come the SOUNDS of a savage lightsaber duel. They look down. Anakin and Count Dooku are locked in a magnificent battle between two powerful, skillful opponents. Their flashing blades reduce the machinery in the room to scrap. YODA No! That -- is -- 105. DARTH SIDIOUS Anakin Skywalker. Your final gambit has failed! He will take Count Dooku's place at my side. With a yell, Yoda attacks. Darth Sidious, amused, parries Yoda's Force bolts with his own. Mace Windu rushes in, but Darth Sidious sends him crashing into the rocky wall, engulfed in crackling dark-side lightning. Yoda and Darth Sidious' energy duel intensifies, as, below, Anakin and Dooku clash savagely. INT. SITH FORTRESS - TUNNEL Obi-Wan, Calrissian and his men, and Artoo move through a low tunnel. Artoo BEEPS nervously. OBI-WAN Shhh! INT. SITH FORTRESS - GREAT HALL They emerge cautiously. Fifty Troopers rush out, and open fire. OBI-WAN This way! They blast away at each other. Artoo BEEPS excitedly and rolls down a connecting corridor. Obi-Wan breaks off from the battle and follows. INT. SITH FORTRESS - OUTSIDE PADMé'S CELL Obi-Wan cuts down the Troopers on guard. He studies the access pad a moment, then slices it in two with his lightsaber. The cell door opens. Artoo BEEPS excitedly. THREEPIO (OS) Oh -- mercy -- mercy! Wait -- don't -- AAAHHHHHH! Artoo wheels around and heads for the VOICE. INT. SITH FORTRESS - DETENTION CELL Padmé looks up to see Obi-Wan dash in. She runs to hug him, trembling. 106. PADMé I thought you weren't coming. OBI-WAN I took a wrong turn at Antares. Come on. He takes her hand, and they run into the corridor. INT. SITH FORTRESS - CORRIDOR Padmé scoops up a blaster. She and Obi-Wan dash down the hall. She blasts Troopers as they run. OBI-WAN Artoo?! Artoo, where are you? They HEAR the little droid BEEPING. PADMé Over there! They dash on, Padmé firing her weapon into intersecting corridors. INT. SITH FORTRESS - LABORATORY Artoo dodges and parries with IG-666. Threepio hangs in a webbing-like mess of wires. THREEPIO Oh, Artoo, be careful! Watch out! Artoo ducks through IG-666's legs, and extends a whirling buzz- saw from a compartment. It slices through the droid's leg servos. With an electronic SQUEAL, it falls. Padmé blasts IG- 666 to SQUEALING scrap. Artoo cuts Threepio free with his saw. THREEPIO Careful -- oh, Artoo, I'm so happy to see you! You can't imagine -- wait -- watch out -- He crashes to the floor in a heap. Obi-Wan and Padmé help him up. PADMé Oh, watch it, don't -- hold still! Threepio -- ! They help the struggling Threepio to his feet, still engulfed in the wiring. 107. THREEPIO Oh! This is all your fault, you mechanical lout! You're trying to kill me! OBI-WAN Never mind that, come on! They lead the woozy Threepio into the corridor. Artoo follows, BEEPING happily. THREEPIO The very least you could do is help me get these horrid things out of my face -- oh! INT. SITH FORTRESS - CORRIDOR They emerge cautiously. THREEPIO Oh, my -- I almost forgot! Master Sky -- SOUNDS of BATTLE come down the corridor. PADMé Listen! OBI-WAN We'd better see what that is. THREEPIO What?!? Are you mad?!? We should run for our li -- Padmé covers Threepio's speaker. PADMé Shhh! Shut up, will you? You'll get us all killed. Artoo BEEPS in agreement. THREEPIO Who asked you! This is all your fault. OBI-WAN Go back to the ship and wait for us. 108. THREEPIO Ship?! There's a ship? Hooray, we're -- Obi-Wan and Padmé cover his speakers again. OBI-WAN Just go with Artoo. And be quiet. They move toward the SOUND of LASER FIRE. Artoo BEEPS impatiently at Threepio. THREEPIO I'll come when I'm good and ready, you little -- Artoo makes a RUDE SOUND and wheels away. THREEPIO Wait -- wait! I didn't mean it! Come back -- waaaaaait! He hurries after the disappearing Artoo. INT. SITH FORTRESS - TRAINING HALL They creep in. Dooku defends himself desperately. A dozen Troopers watch, along with Aurra Sing and Boba Fett. Obi-Wan stops, stunned, his face registers confusion. PADMé Come on, we have to -- OBI-WAN That's . . . that's Anakin . . . She looks at him sharply, then at the battle. A commotion above catches their attention. On the balcony, Mace Windu tries to deflect Darth Sidious's lightning attacks with his lightsaber. He's hurled across the room. Yoda leaps between Darth Sidious and the wounded Mace Windu. DARTH SIDIOUS You only prolong the inevitable, Jedi. YODA Perhaps. But too easy for you, we do not wish this to be. Darth Sidious chuckles and launches dark lightning. Yoda meets it with his own Force energy. The powerful energies meet with a blinding flash. 109. Mace Windu looks up, groggy, as Yoda and Darth Sidious, almost obscured by the powerful energies, attempt to broach each other's defenses. INT. SITH FORTRESS - CORRIDOR Calrissian and his men are ambushed by fifty Troopers. Many of them men fall, the rest take cover and shoot back. CALRISSIAN Damn clones! Hurry, take them out! We have to find the Jedi! He ducks as a barrage of laser bolts EXPLODES in front of them. INT. SITH FORTRESS - TRAINING HALL Obi-Wan and Padmé watch the Anakin-Dooku duel. PADMé What do you mean? Where is Anakin? She looks at Obi-Wan in dawning horror. Slowly, her eyes turn back toward the duel, dreading the realization that's growing on her. Dooku, on his knees, desperately fends off Anakin's powerful blows. He gestures wildly -- a large generator tears free and hurls at Anakin. Anakin gestures -- another generator unit flies free from its moorings and SMASHES into the first. Dooku tries to rise -- Anakin's lightsaber whistles out -- Dooku's head sails free of his body. Obi-Wan and Padmé gasp in shock. PADMé Anakin . . . ? ! Anakin's head snaps around, as Troopers' laser blasts rip toward Obi-Wan and Padmé, the smoke from EXPLOSIONS momentarily obscurring them. Obi-Wan deflects the laserbolts with his lightsaber. OBI-WAN Run, Padmé! Run! PADMé I'm not leaving you! 110. A dozen Troopers advance, firing. Aurra Sing and Boba Fett see the commotion. AURRA SING Come on. They charge toward the battle. Anakin starts toward the fight, looks up toward the ledge. Yoda and Darth Sidious hurl potent energies at each other. Anakin looks back to where Obi-Wan and Padmé fight the Troopers and the bounty hunters, then he looks back up at the ledge. Mace Windu crawls toward Darth Sidious. Anakin looks again at Padmé, and makes up his mind. He runs -- and leaps -- jumping from one huge piece of machinery to another -- -- and lands on the ledge. He picks Mace Windu up, and hurls him into the wall. The wind knocked out of him, Mace Windu slides to the ground. EXT. PYRRONNUS - DAY Artoo speeds toward the Corellian freighter as gasses vent from underground fissures. Threepio hurries to keep up. THREEPIO Wait -- wait for me, you insufferable little -- A large, scaly WIEROO rears up out of the steaming mud, HISSING. THREEPIO Yaaaaaahhhh! Oh -- Artoo -- Artoo -- help me! Oh -- He rushes toward the ship. INT. SITH FORTRESS - TRAINING HALL Anakin advances on Mace Windu with his lightsaber. Mace Windu barely gets to his feet in time to block the powerful blows. MACE WINDU Anakin -- Anakin -- don't -- you mustn't -- With a roar of rage, Anakin presses the attack. Yoda looks up from the fight, distracted. Darth Sidious blasts Yoda across the room with a powerful surge of Force lightning! 111. Below, Obi-Wan looks up -- OBI-WAN Yoda -- ! Aurra Sing's lightsaber cuts across Obi-Wan's shoulder and thigh. He cries out in pain and stumbles as she presses the attack. Boba Fett charges them. Padmé blasts Boba Fett. His armor takes several hits, knocking him aside. Aurra Sing moves in on Padmé, lightsaber flashing. Padmé fires desperately, but Aurra Sing deflects all the bolts. On the balcony, Anakin's distracted -- Mace Windu desperately slashes -- the blade cuts into Anakin's armor, making it spark. He cries out in pain -- Below, Padmé flips and rolls as she fires her weapon. Aurra Sing counters her moves, the two of them moving like gymnasts. Obi-Wan gets to his feet, but has to defend against a dozen Troopers, hampered by his wounds. On the balcony, Darth Sidious watches Anakin's gauntleted hand close into a fist -- Mace Windu gasps for breath. Mace Windu slashes with his lightsaber -- Anakin smashes it out of his grip. Using the Force, Anakin lifts Mace Windu off his feet, strangling him. DARTH SIDIOUS Yes, my young one. Feel the hatred welling up within you. Now use that hatred -- use it! Yoda appears in the entrance, battered, wounded. He raises a hand -- Anakin snarls in anger, and opens his fist. Mace Windu shoots up -- and is impaled on a jagged stalactite on the ceiling. Yoda cries out in despair. Below, Padmé lands awkwardly and falls. Aurra Sing lands in front of her -- slashes Padmé's blaster, making it EXPLODE. Padmé retreats as Aurra Sing moves in on her. Obi-Wan disposes of the last Trooper. He sees what's happening. He flings his lightsaber -- Aurra Sing turns -- Padmé dives into a forward roll -- comes up with a blaster -- and nails Aurra Sing -- as Obi-Wan's lightsaber slices through her body. She crumples to the floor. Padmé rises slowly, battered and bloody, her blaster smoking. 112. She staggers to Obi-Wan, barely manages to keep him from falling. On the balcony, Darth Sidious hurls a powerful energy barrage at Yoda, but Yoda deflects it. The resulting EXPLOSION brings down the cavern wall, cutting him off from Darth Sidious and Anakin. Below, Padmé struggles to help Obi-Wan stay on his feet. PADMé Anakin . . . OBI-WAN We have to go . . . Padmé, it's too late. We cannot help him. She looks up toward the balcony. She slips Obi-Wan's arm around her shoulder, and helps him out. On the balcony, Darth Sidious approaches Anakin. DARTH SIDIOUS Well done, my young apprentice, well done. Your powers are now complete. Anakin kneels. ANAKIN I am honored, my master. DARTH SIDIOUS But you are also troubled. What is it? Speak. ANAKIN Padmé . . . I cannot sense what has happened to her. Darth Sidious' face darkens, then he smiles craftily. DARTH SIDIOUS I fear that she has perished. Anakin's head comes up. DARTH SIDIOUS The Jedi slew her while I battled with Yoda, I could do nothing. I am sorry. Anakin rises slowly. His huge frame trembles with barely restrained fury. 113. ANAKIN For this, I swear I will destroy them! Darth Sidious smiles, puts a hand on Anakin's shoulder. DARTH SIDIOUS Anakin Skywalker cannot. He is weak. You must do away with him first. Anakin flexes his gauntleted fingers. ANAKIN Yes. That name has no meaning for me now. DARTH SIDIOUS Indeed. From this moment, you shall be reborn . . . welcome -- Darth Vader, Lord of the Sith! EXT. PYRRONNUS - DAY Obi-Wan and Padmé struggle toward the ship. They're joined by Calrissian, six of his men, and Yoda, who's somewhat the worse for wear. CALRISSIAN You made it -- PADMé We've no time for congratulations, Captain, we have to -- A blistering fusillade of laser bolts drives them to cover. They peer out from behind sheltering volcanic rock. Twenty Troopers have them pinned down. PADMé C'mon, let them have it! We have to reach the ship! They fire back. Obi-Wan struggles to rise, but Yoda gently pushes him back down. YODA Your strength must you conserve, Obi-Wan. Not yet over is this. The firefight rages, bits of rock EXPLODING all around. Yoda turns toward the freighter, shuts his eyes -- 114. INT. CORELLIAN FREIGHTER - COCKPIT Threepio and Artoo, on pins and needles, HEAR the OS FIREFIGHT. Artoo BEEPS frantically, starts for the hatch. THREEPIO Wait a minute, where are you going? What? (off Artoo's excited BEEPS) Where? Out there!?! You're mad! Mad! You'll be disintegrated! Don't be a ninny! He blocks Artoo from leaving the ship. The little astro-droid BEEPS and WHISTLES a blue streak. THREEPIO Don't take that tone with me, you cantankerous little tub of mismatched parts, I'm not letting you go out there. It's more important to stay here and protect me! You'll thank me for this one day. Artoo BEEPS and WHISTLES angrily. He spins around and rolls toward the controls. THREEPIO You watch your language! After all -- wait a minute, what are you doing? Stop that! Artoo inserts probes into several consoles. THREEPIO Hey, you're not supposed to do that, you're an astromech droid! You'll be deactivated if they catch you -- oh, my! He's staggered as the ship's cannons detonate -- EXT. PYRRONNUS - DAY -- blasting several Troopers to bits. The others are distracted long enough for Calrissian and his men to pick them off. CALRISSIAN That's it! Make for the ship, now! They run for the ship, firing at pursuing Troopers. Four Troopers on Tarks chase them, shooting. 115. INT. CORELLIAN FREIGHTER - COCKPIT Artoo BEEPS angrily and inserts a probe into a console. THREEPIO Oh! Stop -- Stop! You'll blow us all up, you little refurbished nitwit! EXT. PYRRONNUS - DAY The ship's gattling lasers unhouse and open fire -- blasting the pursuing Troopers. Our heroes reach the hatch. INT. CORRELIAN FREIGHTER - COCKPIT They enter and slam the hatch. Calrissian fires up the engines as Padmé helps Obi-Wan out of the cockpit. THREEPIO Oh, Artoo, I knew you'd do it! Hooray!!! CALRISSIAN Better strap in! Here's where the fun begins -- EXT. PYRRONNUS - DAY The freighter rises abruptly and blasts off into the clouds. Troopers fire shots that bounce off her hull. INT. CORRELIAN FREIGHTER - COCKPIT Artoo HOWLS as he slides backward across the deck, and through the entryway into the companionway. THREEPIO Oh, my -- YAAAAAAAA! I HATE SPACE TRAVEL! He flies backward and slams into a bulkhead. EXT. SPACE The freighter streaks for open space. Three Star Destroyers chase them in hot pursuit. 116. INT. CORRELIAN FREIGHTER - COCKPIT Calrissian shoots a worried look at his flashing scopes. CALRISSIAN We've got company. Better angle the deflectors! Charge up the main guns! His men hurry to comply. Yoda peers at the scopes. INT. CORRELIAN FREIGHTER - CARGO HOLD Obi-Wan sits while Padmé tends his wounds. She looks at him, and he looks away. She watches him a moment, then gently takes his hand in hers. He looks up at her. PADMé This is not the time to shut our allies out, Obi-Wan. When we were attacked, I . . . I felt helpless, also. When they killed Jar Jar . . . OBI-WAN I'm sorry. He was a good companion. PADMé And a good friend. But there was nothing I could do. Just like you . . . and Anakin. OBI-WAN But if I had only -- She gently presses her fingers to his lips, shakes her head. PADMé I don't understand it all, either, but I know we did as much as we could. And now we have a future to protect. She gently places his hand on her abdomen. He smiles slowly. The ship jolts -- PADMé Uh-oh . . . She helps Obi-Wan into the companionway. 117. EXT. SPACE Three Star Destroyers pursue them, firing. Laser bolts EXPLODE on the freighter's shields. She desperately tries to evade them, firing back. INT. CORRELIAN FREIGHTER - COCKPIT Obi-Wan and Padmé enter as the ship shakes from another pounding. She helps Obi-Wan to a seat. Yoda peers closely at the scopes. YODA Hmn, persistent they are. CALRISSIAN Accurate, too. If you've got any tricks left . . . Yoda shuts his eyes. Calrissian gives him a worried look. OBI-WAN Master Yoda . . . YODA Shhh . . . the Force must I become one with. THREEPIO Oh, I don't suppose you could do it a bit more quick -- They all shush him, annoyed. EXT. SPACE The Star Destroyers close relentlessly. INT. STAR DESTROYER BRIDGE - MAIN CONTROL DECK The crew works their scopes as the Command Crew watches through the huge view port. Squat, evil-looking LIEUTENANT OZZEL approaches the Commander. OZZEL Commander Tarkin? COMMANDER TARKIN, a thin, hatchet-faced man with cold eyes turns impatiently. Ozzel hurriedly salutes. 118. OZZEL They'll be in tractor beam range in a few moments. Shall we attempt to capture them? TARKIN I don't think so. No, my orders were to see that they do not escape. Lock on all weapons. Prepare to fire. Ozzel salutes and hurries away. Tarkin turns to gaze through the view port, hands clasped behind his back. EXT. SPACE The freighter is being overtaken by the largest Star Destroyer. Laser bolts hammer the smaller ship. INT. CORRELIAN FREIGHTER - COCKPIT They're jolted by multiple shield hits. ALARMS flash. Padmé shoots a worried glance at Calrissian. Only Yoda seems calm. Eyes shut, he breathes deeply, his head moving slightly . . . INT. STAR DESTROYER BRIDGE - MAIN CONTROL DECK Tarkin watches expectantly. Behind him, a Gunnery Officer suddenly starts, looks up, confused. INT. CORELLIAN FREIGHTER - COCKPIT Yoda tenses. He gestures slightly, reaching out with the Force -- INT. STAR DESTROYER BRIDGE - MAIN CONTROL DECK The Gunnery Officer suddenly reaches over and alters the weapons lock. Outside the view port, Tarkin sees the freighter caught between his ship and another Star Destroyer. EXT. SPACE The pursuing Star Destroyer fires -- past the freighter -- and hits the second Star Destroyer's control tower. EXPLOSIONS flare up on the superstructure. 119. INT. CORRELIAN FREIGHTER - COCKPIT They react, surprised. Yoda opens his eyes. YODA Now -- quickly -- jump! INT. STAR DESTROYER BRIDGE - MAIN CONTROL DECK Tarkin gapes, then spins to face Ozzel, red with rage. TARKIN OZZEL What the devil -- ?! S-sir -- Tarkin spins around to the viewport -- EXT. SPACE The freighter suddenly angles, and before anyone can intercept them -- rockets into hyperspace. EXT. CORUSCANT - IMPERIAL PALACE - DAY A magnificent structure stands on the former site of the Jedi Temple. A huge statue of Palpatine dominates the main plaza. Troopers patrol on foot and speeder bikes. INT. IMPERIAL PALACE - DAY Emperor Palpatine is surrounded by red-robed Guards and his fawning ADVISORS. DARTH VADER approaches the throne, wearing the battle helmet and cloak. He kneels. VADER I beg of thee, Master, to allow me to continue the hunt for the last of the Jedi. PALPATINE Patience, my friend. Kenobi alone remains. When the time is right, he will seek us out. VADER Are you certain of this, my Master? PALPATINE I have foreseen it! 120. He chuckles. Boba Fett and Commander Tarkin join them at the throne. The populace files into the throne room to pay homage to their new ruler. Palpatine beams from his throne. EXT. SPACE - DAGOBAH The mysterious planet hangs in the heavens, covered with dense clouds. EXT. DAGOBAH SWAMP - NIGHT The freighter rests beneath a canopy of huge trees. They've been here for a while, a tiny base camp's set up around it. Strange creatures sail through the trees, and swim through the murky waters. EERIE CRIES fill the night. INT. CORRELIAN FREIGHTER - MAIN CABIN Padmé lies on a bunk, holding two babies, only a few days old. Yoda, Obi-Wan, Calrissian, Artoo, Threepio look on, beaming. Artoo BEEPS softly. THREEPIO My sentiments, exactly! How wonderful! It's times like this that almost make this whole adventure worthwhile, although it's not something I'd care to keep doing. He puts a comradely hand on Artoo's dome. Padmé coos softly to the infants. OBI-WAN They're beautiful. YODA And strong with them is the Force. A new hope, perhaps, they will be. PADMé It will be a long time before we have to face that. CALRISSIAN Amen to that. So, what're you gonna call 'em? Lando'd be a good name for the boy. Padmé considers a moment. A soft smile wreathes her face. 121. PADMé Luke . . . and Leia. EXT. DAGOBAH SWAMP - NIGHT Obi-Wan emerges from the ship, sees Yoda sitting nearby on a large, twisted log. Obi-Wan sits beside him. Yoda scratches at the muddy ground with his walking stick. He gazes up at the stars, visible through openings in the leafy canopy. OBI-WAN You're certain the Sith won't come here. YODA Defeated here they were, ages ago. Since then, return they will not. And, here will I remain. OBI-WAN Here? But what about -- YODA No, Obi-Wan, past for now is the time of the Jedi. OBI-WAN I don't accept that. YODA You must. No more can we do. All now rests with them. OBI-WAN I know you're right, but still . . . He looks toward the frieghter. OBI-WAN I wish we didn't have to separate them. She's already endured so much. Yoda shuts his eyes and sighs. EXT. ALDERAAN - SEASIDE PALACE - DAY YODA (VO) Mmm. We must. Should one be found, survive might the other. Obi-Wan's starship flies over a vast sea that stretches to the horizon. 122. Beautiful, long-winged GULAKS soar and CRY above the gentle waves. EXT. BEACH - DAY Padmé sits with an infant Leia on the pink sand, humming softly. She looks up at the sky with a touch of sadness. INT. PALACE VERANDA - DAY Obi-Wan and Bail Organa watch. Obi-Wan looks away, experiencing a pang of regret. He glances toward Threepio and Artoo. Threepio's engaged in another lecture, which Artoo endures patiently. OBI-WAN What about them? BAIL ORGANA We've flushed Threepio's memory. I think we can trust Artoo to keep silent, and he's very resourceful. OBI-WAN If you ever have need of me, send him to me on Tatooine. BAIL ORGANA Is that where you'll take Luke? Isn't it dangerous? OBI-WAN Anakin's brother-in-law and his wife live there. The Empire won't bother with it, it's too inconsequential . . . EXT. SPACE - TATOOINE The giant yellow planet gleams in the light of its twin suns. OBI-WAN (VO) . . . Too far from the bright center of the universe. EXT. TATOOINE - LARS HOMESTEAD - DAY BERU LARS holds baby Luke, cooing happily. Luke smiles and gurgles at her, wrapped in a blanket. Off to one side, Obi-Wan, in desert robes, stands with the scowling OWEN LARS. 123. OWEN You're sure it's over? We've had more than enough of this . . . He lets it hang. Obi-Wan watches Beru and the baby a moment, then pulls his hood up. OWEN I think it would probably be best if you left Tatooine. For the boy's sake. OBI-WAN Don't worry about me. Ben Kenobi will be just another reclusive desert rat. You won't even know I'm here. Owen shakes his head, muttering. Obi-Wan allows himself a small smile. He takes a final look at the homestead, at Beru and the baby. She waves Luke's little hand. They watch Ben Kenobi . . . last of the Jedi knights . . . turn and walk into Tatooine's endless dune seas. IRIS OUT. THE END.
Return to Simply Scripts