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-------------------------



















                      "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.




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