Star Wars: Episode II Attack of the Clones

EXT. SPACE A vast sea of stars severas as a backdrop for the Main Title, following by a rollup, whcih crawls into infinity.

There is unrest in the Galactic Senate Several hundred solar systems under the leadership of the rebel leader, Count Dooku, have decalred their intentions to secede from the Republic.

This separatist movement has made it				difficult for the limited number of				Jedi Kights to maintain peace and order in the galaxy.

Senator Amidala, the former Queen of				Naboo, is returning to Coruscant to vote on the critical issue of creating an army to assist the overwhelmed Jedi.

PAN UP to reveal the amber city planet of Coruscant. A yellow Naboo Fighter flies OVER CAMERA toward the planet, followed by a large Royal Cruiser and two more Fighters.

EXT. CITYSCAPE, CORUSCANT - DAWN The ships skim across the surface of the city landscape. The sun glints off the chrome hulls of the sleek Naboo spacecraft as they navigate between the buildings of the capital planet.

EXT. CORUSCANT, LANDING PLATFORM - DAWN Two Naboo Fighters land on one leaf of a three-leaf-clover landing platform. The Royal Starship lands on the central lead, and the third Fighter lands on the remaining plaform.

A small GROUP OF DIGNITARIES waits to welcome the Senator. One of the members of the group os a well dressed JAR JAR BINKS, a member of the Galactic Representative Commission, and DORME, Senator Amidala's handmaiden.

One of the FIGHTER PILOTS jumps from the wing of his ship and removes his helmet. He is CAPTAIN TYPHO, SENATOR AMIDALA'S Security Officer. He moves over to a WOMAN PILOT.

CAPTAIN TYPHO We made it. I guess I was wrong, there was no danger at all.

The ramp ;pwers. TWO NABOO GUARDS appear. SENATOR AMIDALA, ONE HANDMAIDEN (VERSE) and FOUR TROOPERS descend the ramp. AMIDALA is more beautiful now than she was ten years earlier when, as Queen, she was freeing her people from the yoke of the Trade Federation.

The DIGNITARIES start to move forward. SENATOR AMIDALA reaches the foot of the ramp, when suddenly there is a blinding FLASH and a huge EXPLOSION. The DIGNITARIES and PILOTS are hurled to the ground as the starship is destroyed.

Klaxons blare, alarms sound! CAPTAIN TYPHO and the TWO ESCORT PILOTS get up and run to where SENATOR AMIDALA lies dying. Beyond, ARTOO DETOO drops down from the Naboo Fighter and rolls toward the wreckage. The FEMALE ESCORT PILOT kneels by SENATOR AMIDALA and takes off her helmet, revealing SENATOR PADME AMIDALA.

PADMÉ Cordé...

She gathers up her decoy double in her arms. Cordé's eyes are open. She looks up at her.

CORDÉ ... I'm sorry, m'lady... I'm... not sure I...

CORDÉ dies. PADMÉ hugs her.

AMIDALA No!... No!... No!...

PADMÉ lowers CORDÉ to the ground. She gets up and looks around at the devastation. There are tears in her eyes.

AMIDALA I should not have come back.

CAPTAIN TYPHO M'Lady, you are still in danger.

Amidala says nothing.

CAPTAIN TYPHO This vote is very important. You did your duty and Cordé did hers. Now come. (she doesn't respond) M'Lady, please!

She turns. They walk away. ARTOO lets out a small whimper and rolls off after them.

EXT. SENATE BUILDING - DAY The massive Senate Building glistens in the afternoon sun. Small patches of fog have still to burn off.

INT. SENATE CHAMBER - DAY The vast rotunda is buzzing with chatter. MAS AMEDDA, the Supreme Chancellor's majordomo, tries to quiet things down as PALPATINE confers with an AIDE, UV GIZEN, riding a small one man floating scooter.

MAS AMEDDA Order! We shall have order! The motion for the Republic to commission an army takes precedent, and that is what we will vote on at this time.

Everything quiets down. The AIDE disperses, and SUPREME CHANCELLOR PALPATINE steps to the podium.

PALPATINE ...My esteemed colleagues, excuse me... I have just received some tragic and disturbing news. Senator Amidala of the Naboo system... Has been assassinated!

There is a shock silence in the vast arena.

PALPATINE (continued) This grievous blow is especially personal to me. Before I became Chancellor, I served Amidala when she was Queen. She was a great leader who fought for justice, not only in this honourable assembly, but also on her home planet. She was so loved she could have been elected queen for life. She believed in public service, and she fervently believed in democracy. Her death is a great loss to us all. We will all mourn her as a relentless champion of freedom... and as a dear friend.

There is a moment of silence. ASK AAK, the SENATOR of MALASTARE, moves his pod into the centre of the arena.

SENATOR ASK AAK How many more Senators will die before this civil strife ends! We			must confront these rebels now, and they need an army to do it.

A second pod moves into the centre of the area with DARSANA, the AMBASSADOR OF GLEE ANSELM.

AMBASSADOR DARSANA Why weren't the Jedi able to stop this assassination? We are no longer safe, under their protection.

Senator ORN FREE TAA swings forward in his pod.

ORN FREE TAA The Republic needs more security now! Before it comes to war.

PALPATINE Must I remind the Senator from Malastare that negotiations are continuing with the separatists. Peace is our objective here... not war.

The SENATORS yell pro and con. MAS AMEDDA tries to calm things down. SENATOR PADME AMIDALA, with CAPTAIN TYPHO, JAR JAR, and DORME, manoeuvre her pod into the centre of the vast arena.

AMIDALA My noble colleagues, I concur with the Supreme Chancellor. At all costs, we do not want war!

The Senate goes quiet, then there is an outburst of cheering and applause.

PALPATINE It is with great surprise and joy the chair recognises the Senator from Naboo, Padmé Amidala.

PADMÉ Less than an hour ago, an			assassination attempt was made against my life. One of my			bodyguards and six others were ruthlessly and senselessly murdered. I was the target but, more importantly, I believe this security measure before you, was the target. I have led the opposition to build an army... but there is someone in this body who will stop at nothing to assure it's passage...

Many of the SENATORS boo and yell at SENATOR AMIDALA.

PADMÉ (continuing) I warn you, if you vote to create this army, war will follow. I			have experienced the misery of war first-hand; I do not wish to do it again.

There is sporadic yelling for and against her statements.

PADMÉ Wake up, Senators... you must wake up! If you offer the separatists violence, they can only show us violence in return! Many will lose their lives. All will lose their freedom. This decision could very well destroy the very foundation of our great Republic. I pray you do not let fear push you into a disastrous decision. Vote down this security measure, which is nothing less than a declaration of war! Does anyone here want that? I cannot believe they do.

There is an undercurrent of booing... and groaning. SENATOR ORN FREE TAA moves his pod next to AMIDALA.

ORN FREE TAA My motion to defer the vote must be dealt with first. That is the rule of law.

AMIDALA looks angry and frustrated. PALPATINE gives her a sympathetic look.

PALPATINE Due to the lateness of the hour and the seriousness of this motion, we will take up these matters tomorrow. Until then, the Senate stands adjourned.

EXT. EXECUTIVE QUARTERS BUILDING - DAY The giant towers of the Republic Executive Building seem to reach the heavens. Traffic clogs the smoggy sky.

INT. CHANCELLOR'S OFFICE - DAY CHANCELLOR PALPATINE sits behind his desk with TWO RED-CLAD ROYAL GUARDS on either side of the door. YODA, PLOT KOON, KI-AD-MUNDI, and MACE WINDU sit acress from him.

PALPATINE I don't know how much longer I can hold off the vote, my friends. More and more star systems are joining the separatists.

MACE WINDU If they do break away -

PALPATINE No! I will not let that happen!

MACE WINDU But if they do, you must realise there aren't enough Jedi to protect the Republic. We are keepers of the peace, not soldiers.

PALPATINE Master Yoda, do you think it will really come to war?

YODA closes his eyes.

YODA Worse than war, I fear... Much worse.

PALPATINE What?

MACE WINDU What do you sense, Master?

YODA Impossible to see ... The Dark Side clouds everything. But this I am			sure of - (opens his eyes) Do their duty the Jedi will.

A muted BUZZER SOUNDS. A hologram of an AIDE, DAR WAC, appears on the Chancellor's desk.

DAR WAC The loyalist committee has arrived, my Lord.

PALPATINE Send them in.

They all stand as SENATOR AMIDALA, CAPTAIN TYPHO, JAR JAR, MAS AMEDDA, DORME, and SENATORS BAIL ORGANA, HOROX RYYDER and ORN FREE TAA enter the office. YODA and MACE WINDU move to greet the SENATOR, YODA taps AMIDALA with his cane.

YODA With you the force is strong... young Senator. To see you alive brings warm feeling to my heart.

PADMÉ Thank you, Master Yoda. Do you have any idea who was behind the attack?

MACE WINDU Our intelligence points to			disgruntled spice miners, on the moons of Naboo.

PADMÉ I don't wish to disagree but I			think that Count Dooku was behind it.

There is a stir of surprise.

MACE WINDU You know, M'Lady, Count Dooku was once a Jedi. He wouldn't			assassinate anyone, it is not in his character.

KI-ADI-MUNDI He is a political idealist, not a murderer.

YODA In dark times nothing is what it			appears to be, but the fact remains Senator, in grave danger you are.

PALPATINE gets up, walks to the window, and looks out at the vast city.

PALPATINE Count Dooku has always avoided any kind of conflict. It appears he has no desire to start a war. Why would he kill you? To what end?

PADMÉ I don't know, but everything in my being tells me he was behind it...

After gazing out of the window for several moments Palpatine turns to Mace.

PALPATINE Master Jedi, may I suggest that the Senator be placed under the protection of your graces.

BAIL ORGANA Do you think that is a wise use of manpower during these stressful times?

PADMÉ Chancellor, if I may comment, I do not believe the...

PALPATINE ..."situation is that serious." No, but I do, Senator.

PADMÉ Chancellor, please! I don't want any more guards!

PALPATINE I realise all too well that additional security might be			disruptive for you, but perhaps someone you are familiar with... an old friend like... Master Kenobi...

PALPATINE nods to MACE WINDU, who nods back.

MACE WINDU That's possible. He has just returned from a Border dispute on Ansion.

PALPATINE You must remember him, M'Lady... he watched over you during the blockade conflict.

PADMÉ This is not necessary, Chancellor.

PALPATINE Do it for me, M'Lady, please. I will rest easier. We had a big scare today. The thought of losing you is unbearable.

AMIDALA sighs as the JEDI get up to leave.

MACE WINDU I will have Obi-Wan report to you immediately, M'Lady.

YODA leans into her ear.

YODA Too little about yourself you worry, Senator, and too much about politics. Be mindful of your danger, Padmé. Accept our help.

As the JEDI leave the office, PALPATINE continues to pace behind his desk.

PALPATINE I will not like this Republiv, that has stood for over a thousand years, be split in two

EXT. SENATE APARTMENTS - TWILIGHT A graceful skyscraper twinkles in the evening light of Coruscant.

INT. SENATE BUILDING, APARTMENT CORRIDOR - EVENING The door to the apartment slides open. JAR JAR walks into the corridor, where TWO JEDI are exiting the elevator. He recognises OBI-WAN and becomes extremely excited, jumping around, shaking his hand.

JAR JAR Obi! Obi! Obi! Mesa sooo smilen to see'en yousa. Wahoooooo!

OBI-WAN smiles.

OBI-WAN It's Good to see you, too, Jar Jar.

JAR JAR Oops! Wheresa mesa manners? Excuse me, Master Obi-Wan. I			completely forgot myself for a moment there. I have had to learn Diplodiaclect... speak it like a native now. Don't really see the point, actually, but members of the Senate seem to prefer it...

JAR JAR notices OBI-WAN'S APPRENTICE.

JAR JAR (continuing) ...and this, I take it, is your apprentice... Nooooooooo! Annie? Noooooooo! Little Bitty Annie? (Looks at Anakin) Nooooooo! Yousa so biggen! Yiyiyiyyi! Annie!! Mesa no believen.

ANAKIN Hi, Jar Jar.

JAR JAR grabs hold of ANAKIN and envelops him in a big hug.

JAR JAR Annie! Annie! Yiyiyiyiyiyiiii!

INT. SENATE BUILDING, APARTMENT - EVENING PADME is in a conference with CAPTAIN TYPHO and DORME. JAR JAR enters the room, followed by the TWO JEDI.

JAR JAR Lookie... lookie... Oops!... Oh, dear, I'm afraid I've forgotten myself again.

PADME and TYPHO rise as OBI-WAN and ANAKIN stop before the SENATOR. OBI-WAN steps forward. ANAKIN stares at PADME. She glances at him.

OBI-WAN It's a great pleasure to see you again, M'Lady.

PADMÉ It has been far too long Master Kenobi. I'm so glad our paths have crossed again... but I must warn you that I think your presence here is unnecessary.

OBI-WAN I'm sure the Jedi Council have their reasons.

She moves in front of ANAKIN

PADMÉ Annie?? (stares) My goodness you've grown.

They look at each other for a long moment.

ANAKIN (trying to be smooth) So have you... grown more beautiful, I mean... and much shorter... for a Senator, I mean.

OBI-WAN looks disapprovingly at his apprentice. PADME laughs and shakes her head.

PADMÉ Oh Annie, you'll always be that little boy I knew on Tatooine.

This embarrasses ANAKIN, and he looks down. OBI-WAN and CAPTAIN TYPHO smile.

OBI-WAN Our presence will be invisible, M'Lady.

CAPTAIN TYPHO I am very grateful you are here, Master Kenobi. The situation is			more dangerous than the Senator will admit.

PADMÉ I don't need more security, I need answers. I want to know who is trying to kill me.

OBI-WAN (frowning) We're here to protect you Senator, not to start an investigation.

ANAKIN We will find out who is trying to kill you Padmé, I promise you.

He's done it again. He bites his lip in frustration and shame. OBI-WAN gives ANAKIN a dirty look.

OBI-WAN We are not going to exceed our mandate, my young Padawan learner.

ANAKIN I meant in the interest of protecting her, Master, of course.

OBI-WAN We are not going through this exercise again, Anakin. You will pay attention to my lead.

ANAKIN Why?

OBI-WAN What??!!

ANAKIN Why else do you think we were assigned to her, if not to find the killer? Protection is a job for local security... not Jedi. It's overkill, Master. Investigation is implied in our mandate.

OBI-WAN We will do as the Council has instructed, and you will learn your place, young one.

PADMÉ Perhaps with merely your presence, the mysteries surrounding this threat will be revealed. Now if you will excuse me I will retire.

Everyone gives AMIDALA a slight bow as she and DORME leave the room.

CAPTAIN TYPHO Well, I know I feel a lot better having you here. I'll have an officer on every floor and I'll be at the command centre downstairs.

JAR JAR Mesa busten wit happiness seein Yousa again, Annie. Deesa bad times, bombad times.

Captain Typho leaves.

ANAKIN She didn't even recognise me, Jar Jar. I thought about her every day since we parted... and she's forgotten me completely.

JAR JAR Shesa happy. Happier den mesa see-en her in longo time.

OBI-WAN Anakin, you're focusing on the Negative again. Be mindful of your thoughts. She was glad to see us. Now lets check the security here.

ANAKIN Yes, my master.

EXT. JEDI TEMPLE - EVENING The vast Jedi Temple sits on an endless flat plain, silhouetted by a against the traffic-filled sky.

INT. JEDI TEMPLE, CORRIDOR - EVENING MACE WINDU and YODA walk down the long hallways, silhouetted by a lit room at the end.

MACE WINDU Why couldn't we see this attack on the Senator?

YODA Masking the future, is this disturbance in the Force.

MACE WINDU The propecy is coming true, the Dark Side is growing.

YODA And only those who have turned to			the Dark Side can sense the possibilities of the future. Only going through the Dark Side can we see.

MACE WINDU It's been ten years, and the Sith still have no shown themselves. Do you think they are behind this?

YODA ...Out there, they are. A certainty that is.

MACE WINDU Do you think Obi-Wan's apprentice will be able to bring balance to the Force?

YODA Only if he chooses to follow his destiny.

There is a long silence as they walk away. Only footsteps are heard.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT PADME is asleep in her bed, lit only by the light of the city outside her window coming through the blinds. ARTOO stands in the corner of the bedroom. His power is off.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, MAIN R0OM - NIGHT ANAKIN is standing in the living room. He is in a meditative state. It is quiet. We hear DISTANT FOOTSTEPS in the corridor outside the apartment. Suddenly ANAKIN'S eyes pop open. His eyes dart around the room. He reaches for his lightsaber, then smiles and puts it back in his belt.

The door to the apartment slides open, and OBI-WAN enters.

OBI-WAN Captain Typho has more than enough men downstairs. No assassin will try that way. Any activity up here?

ANAKIN Quiet as a tomb. I don't like just waiting here for something to happen to her.

OBI-WAN checks a palm-sized view scanner he has pulled out of his utility belt. It shows a shot of ARTOO by the door, but no sign of PADME on the bed.

OBI-WAN What's going on?

ANAKIN shrugs.

ANAKIN She covered that camera. I don't think she liked me watching her.

OBI-WAN What is she thinking?

ANAKIN She programmed Artoo to warn us if there's an intruder.

OBI-WAN It's not an intruder I'm worried about. There are many other ways to kill a Senator.

ANAKIN I know, but we also want to catch this assassin. Don't we, Master?

OBI-WAN You're using her as bait??

ANAKIN It was her idea... No harm will come to her. I can sense everything going on in that room. Trust me.

OBI-WAN It's too risky... and your senses aren't that attuned, young apprentice.

ANAKIN And yours are?

OBI-WAN Possibly.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT As PADME sleeps, a PROBE DROID approaches outside her window. It sends out several small arms that attach to the window, creating sparks that shut down the security system. Then a large arm cuts a small hole in the glass. A FAINT SOUND is heard as the small section of glass is removed from the window.

ARTOO wakes up, and his lights go on. The PROBE DROID freezes. ARTOO looks around, makes a PLAINTIVE LITTLE SOUND, then shuts down again. The PROBE DROID attaches a little tube to the window. TWO DEADLY LOOKING CENTIPEDE-LIKE KOUHUNS exit the tube, crawl through the blinds and head toward the sleeping PADME.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT ANAKIN and OBI-WAN continue their conversation in the main room of the apartment.

OBI-WAN You look tired.

ANAKIN I don't sleep well, anymore.

OBI-WAN Because of your mother?

ANAKIN I don't know why I keep dreaming About her now. I haven't seen her since I was little.

OBI-WAN Dreams pass in time.

ANAKIN I'd rather dream of Padmé. Just Being around her again is... intoxicating.

OBI-WAN Mind your thoughts, Anakin, they betray you. You've made a commitment to the Jedi order... a commitment not easily broken... and don't forget she's a politician. They're not to be trusted.

ANAKIN She's not like the others in the Senate, Master.

OBI-WAN It's been my experience that Senators are only focused on			pleasing those who fund their campaigns... and they are more than willing to forget the niceties of democracy to get those funds.

ANAKIN Not another lecture, Master. Not on the economics of politics.... It's too early in the morning... and besides, you're generalising. The Chancellor doesn't appear to be corrupt.

OBI-WAN Palpatine's a politician, I've			observed that he is very clever at			following the passions and prejudices of the Senators.

ANAKIN I think he is a good man. My			instincts are very positive about...

ANAKIN looks stunned. He looks sharply at OBI-WAN

OBI-WAN I sense it, too.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT ARTOO sounds an alarm and shines a light on the bed. THE KOUHUNS are inches from PADME'S face. Their mouths are open, and wicked stinger tongues flick out.

OBI-WAN and ANAKIN burst into the room. The KOUHUNS stand on their hind legs and hiss as PADME wakes up. ANAKIN throws himself in front of her, whacking in half the deadly creatures with his lightsaber.

OBI-WAN sees the DROID outside the window and raqces straight at it, crashing through the blinds as he goes through the window.

EXT. WINDOW LEDGE, APARTMENT BUILDING - NIGHT OBI-WAN flies through the glass window and flings himself at the PROBE DROID, grabbing onto the deadly machine before it can flee. The PROBE DROID sinks under the weight of OBI-WAN but manages to stay afloat and fly away, with the Jedi hanging on for dear life, a hundred stories above the city.

INT. SENATE BUILDING, AMIDALA'S APARTMENT - NIGHT ANAKIN and PADME stare at the sight of OBI-WAN being carried off by the DROID. ANAKIN turns to her. She pulls her nightdress around her shoulders.

ANAKIN Stay here!

CAPTAIN TYPHO, with TWO GUARDS and DORME, enter the room as Anakin dashes out.

EXT. CITYSCAPE, CORUSCANT - NIGHT The PROBE DROID sends several protective electrical shocks across its surface, causing OBI-WAN to almost lose his grip. As they dart in and out of the speeder traffic, OBI-WAN disconnects a wire on the back of the DROID. Its power shuts off! OBI-WAN and the DROID drop like rocks. OBI-WAN realises the error of his ways and quickly puts the wire back. The DROID'S systems light up again and it takes off.

EXT. SENATE APARTMENTS - ENTRANCE - NIGHT ANAKIN charges out of the building and runs to a line of parked speeders. He vaults into an open one and takes off, gunning it fast toward the lines of speeder traffic high above.

EXT. CITYSCAPE, CORUSCANT - NIGHT The DROID bumps against a wall, hoping to knock the Jedi loose. It moves behind a speeder afterburner to scorch him. It takesthe JEDI wildly between buildings and finally skims across a rooftop as OBI-WAN is forced to lift his legs, tenaciously hanging onto the DROID. The DROID heads for a dirty, beat-up speeder hidden in an alcove of a building about twenty stories up. When the pilot of the speeder, a scruffy bounty hunter called ZAM WESELL, sees the DROID approach with OBI-WAN hanging on, she pulls a long rifle out of the speeder and starts to fire at the JEDI. EXPLOSIONS burst all around OBI-WAN.

OBI-WAN I have a bad feeling about this.

FINALLY, the DROID suffers a direct hit and blows up. OBI-WAN falls fifty stories, until a speeder drops down next to him, and he manages to grab onto the back end of the speeder and haul himself toward the cockpit. The JEDI struggles to climb into the passenger seat of the open speeder and sit down next to the driver, ANAKIN.

ANAKIN That was wacky! I almost lost you in the traffic.

OBI-WAN What took you so long?

ANAKIN Oh, you know, Master, I couldn't			find a speeder I really liked, with an open cockpit... and with the right speed capabilities... and then you know I had to get a really gonzo color...

They zoom upward in hot pursuit of ZAM asshe fires out the open window at them with her laser pistol.

OBI-WAN If you'd spend as much time working on your saber skills as			you do on your wit, young Padawan, you would rival Master Yoda as a swordsman.

ANAKIN I thought I already did.

OBI-WAN Only in your mind, my very young apprentice. Careful!! Hey, easy!!

As this conversation is going on, ANAKIN deftly moves in and out of the oncoming traffic, across lanes, between buildings, and miraculously through a construction site. ZAM WESELL continues firing at them.

ANAKIN Sorry, I forgot you don't like flying, Master.

OBI-WAN I don't mind flying... but what you're doing is suicide!

They barely miss a commuter train

ANAKIN Master, you know I've been flying since before I could walk. I'm very good at this.

OBI-WAN Just slow down!

ZAM WESSEL and the JEDI race through a line of cross-traffic made up of giant trucks. The speeders bank sideways as they slide around right-angle turns between buildings. ZAM races into a tram tunnel.

OBI-WAN (continuing) Wait! Don't go in there!

ANAKIN zooms into the tunnel after ZAM. They see a tram coming at them. They brake, turn around, and race out, barely ahead of the charging commuter transport.

OBI-WAN (continuing) You know I don't like it when you do that!

ANAKIN Sorry, Master. Don't worry, this guy's gonna kill himself any minute now!

ZAM WESSEL turns into oncoming traffic, deliberately trying to throw the JEDI off. Oncoming speeders swerve, trying to avoid ZAM and the JEDI. ZAM does a quick, tight loop-over and ends up behind the JEDI. She is now in a much better position to fire at them with her laser pistol. To avoid being hit by the laser bolts, ANAKIN slams on the brakes and moves alongside ZAM. She now fires point-blank at OBI-WAN.

OBI-WAN What are you doing? He's gonna blast me!

ANAKIN Right - this isn't working.

ANAKIN slides underneath Zam's speeder. They race along in traffic, one speeder right on top of the other. The BOUNTY HUNTER skims over the rooftops, causing ANAKIN to drop behind. ANAKIN goes through his gears, zooming around traffic. They race at high speed across a wide, flat surface of the city planet. A large spacecraft almost collides with them as it attempts to land. They round a corner and clip a flag, which gets caught on one of the front air scoops.

OBI-WAN That was too close!

ANAKIN Clear that!

OBI-WAN What??

ANAKIN Clear the flag! We're losing power! Hurry!

OBI-WAN leans out of the speeder, then crawls out onto the front engine, pulling the flag free of the scoop. The speeder lurches forward with a surge of power.

OBI-WAN Whooooaaa! Don't do that! I don't like it when you do that!

ANAKIN So sorry, Master.

They chase the BOUNTY HUNTER through a power refinery.

OBI-WAN It's dangerous near those power couplings! Slow down! Don't go through there!

Huge electrical bolts shoot between the buildings as the speeders pass.

OBI-WAN (continuing) Yiiii, what are you doing?

ANAKIN Sorry, Master!

OBI-WAN (sarcastically) Oh, that was good...

ANAKIN That was crazy!!!

ZAM slides around a corner sideways, blocking an alley, firing point-blank as ANAKIN approaches.

ANAKIN (continuing) Ahh, damn.

OBI-WAN Stop!!

ANAKIN No, we can make it.

ANAKIN barely misses the BOUNTY HUNTER'S speeder as he dives under it, and through a small gap in the building hitting several pipes and going wildly out of control. ANAKIN struggles to regain control of the speeder, narrowly missing a crane, barely clipping a pair of giant struts. A giant gasball shoots up, causing ANAKIN to spin and bump a building, stalling the speeder.

OBI-WAN I'm crazy... I'm crazy... I'm crazy.

ANAKIN But it worked... we made it.

OBI-WAN (angrily) It didn't work... we've stalled! And you almost got us killed!

ANAKIN I think we're still alive.

ANAKIN works to get the speeder started. It quickly races to life.

OBI-WAN (very angrily) It was stupid!

ANAKIN (sheepishly) I could have made it...

OBI-WAN (furious) But you didn't!!! And now we've lost him.

Suddenly, there is an ambush. Laser bolts fire everywhere. EXPLOSIONS surround them. They look up to see ZAM WESSEL take off.

ANAKIN No we didn’t...

Out of a cloud of smoke and ball of flames the JEDI tear after ZAM. They are smoking. OBI-WAN slaps out the small fire on the dashboard. ZAM goes up and down, through cross-traffic. There is a near miss as a speeder almost hits them. ZAM turns down and left between two buildings. ANAKIN pulls up and to the right

OBI-WAN Where are you going?! He went down there, the other way.

ANAKIN This is a shortcut... I think.

OBI-WAN What do you mean, ‘You think?’ What kind of shortcut?! He went completely the other way! You’ve lost him!

ANAKIN Master, if we keep this chase going, that creep’s gonna end up deep fried. Personally, I’d very much like to find out who in the hell he is and who he’s working for...

OBI-WAN (sarcastic) Oh, so that’s why we’re going in the wrong direction.

ANAKIN turns up a side street, zooming up several small passageways, then stops, hovering about fifty stories up.

OBI-WAN (continuing) Well, you lost him.

ANAKIN I’m deeply sorry, Master.

ANAKIN looks around front and back. He spots something. He seems to start counting to himself as he watches something below approach.

ANAKIN (continuing) Excuse me for a moment.

ANAKIN jumps out of the speeder. OBI-WAN looks down and sees Zam’s speeder about five stories below them cruising past. ANAKIN miraculously lands on top of the Bounty Hunter’s speeder. The speeder wobbles under the impact. ZAM looks up and realises what has happened.

ZAM takes off, and ANAKIN slides to the back strut and almost slips off, but manages to hang on. ANAKIN works his way back to the speeder’s cockpit, just as ZAM stops suddenly, and ANAKIN flies forward to the left front fork. ZAM shoots at him with a laser pistol. There is a BLAST near ANAKIN'S hand, which breaks off a piece of the speeder. ANAKIN slides to the right fork of the speeder, where ZAM can’t reach him. He scrambles to the top, holding onto an air scoop.

OBI-WAN has jumped into the driver’s seat of his speeder and is deftly gaining on the rogue speeder. The two speeders dive through oncoming traffic and then through cross traffic. Finally, ANAKIN is able to get hold of his lightsaber and starts to cut his way through the roof of the speeder. ZAM takes out her laser pistol and starts firing at the helpless JEDI, knocking the sword out of his hand. OBI-WAN races under the speeder and catches the Jedi weapon in the passenger’s seat.

ANAKIN sticks his hand into the cockpit and, using the Force, pulls the gun out of ZAM’S hand. She grabs the Jedi’s hand, and they struggle for the weapon. It goes off, blowing a hole in the floor of the speeder. The speeder careens wildly out of control. ZAM struggles to pull the speeder out of it’s nose dive. OBI-WAN gets slowed down by traffic and loses sight of the Bounty Hunter’s speeder.

Just as the dragster is about to nose dive into the ground, ZAM pulls it out, and it slides hard on the pavement in a shower of sparks. ANAKIN goes flying into the street.

EXT. ENTERTAINMENT STREET - NIGHT ZAM exits the crashed speeder and runs. ANAKIN picks himself up off the pavement and runs down the very crowded street.

It's the seedy underbelly of the city. Broken sidewalks, garish lights reflected on the filthy puddles. It's pretty crowded with various ALIEN LOW-LIFES, PANHANDLING DROIDS, and the occasional group of UPPERCLASS SLUMMERS.

ANAKIN barges into several of them as he chases after the fleeing ZAM. He loses the Bounty Hunter in the crowd, them sees him again. The young Jedi is having a very difficult time getting through the crowd.

Ahead, ZAM turns in through a door and disappears.

A nightclub sighs is flashing over the door. ANAKIN is just about to follow ZAM when there is a sudden swirl of litter from downthrusters. PEOPLE start moving out of the way, and the open speeder lands in the street beside him. OBI-WAN gets out and walks over, holding out ANAKIN'S lightsaber.

OBI-WAN Anakin!

ANAKIN She went into that club, Master.

OBI-WAN Patience.

OBI-WAN hands ANAKIN the lightsaber.

OBI-WAN (continuing) Here. Next time try not to lose it.

ANAKIN Sorry, Master.

ANAKIN reaches for the lightsaber, but OBI-WAN holds it back.

OBI-WAN A Jedi's saber is his most precious possession.

ANAKIN Yes, Master.

He reaches for the lightsaber, OBI-WAN pulls it back.

OBI-WAN He must keep it with him at all times.

ANAKIN I know, Master.

OBI-WAN This weapon is your life!

ANAKIN I've heard this lesson before...

OBI-WAN finally holds out the lightsaber and ANAKIN grabs it.

OBI-WAN But, you haven't learned anything, Anakin.

ANAKIN I try, Master.

INT. NIGHTCLUB - NIGHT OBI-WAN and ANAKIN enter the nightclub bar, and everyone stares at them

OBI-WAN Why do I think you are going to be the death of me?!

ANAKIN Don't say that Master... You're			the closest thing I have to a father... I love you. I don't want to cause you pain.

OBI-WAN Then why don't you listen to me?!

ANAKIN I will. I'll do better, I promise.

OBI-WAN Do you see him him?

ANAKIN I think he's a she...

OBI-WAN Then be extra careful... (nods to a room) Check it out.

OBI-WAN goes away.

ANAKIN Where are you going, Master?

OBI-WAN To get a drink.

OBI-WAN heads for the bar. ANAKIN blinks in surprise, then moves into the room, where ALIEN FACES look back at him with hostility, suspicion, and invitation as he moves among the tables. OBI-WAN arrives at the bar. He signals the BARMAN.

CLOSE - Somewhere in the room a HAND moves to a pistol in its holster and unsnaps the safety catch. At the bar, a glass is placed in from of OBI-WAN. A drink is poured. He lifts the glass.

ELAN SLEAZEBAGGANO Wanna buy some death sticks?

OBI-WAN looks at him. He moves his fingers slightly.

OBI-WAN You don't want to sell me death- sticks.

ELAN I don't want to sell you death- sticks.

OBI-WAN moves his fingers.

OBI-WAN You want to go home and rethink your life.

ELAN I want to go home and rethink my life.

He leaves. OBI-WAN lifts the drink and tosses it back.

CLOSE. The gun is drawn from its holster and held down out of sight. The BOUNTY HUNTER starts to move toward the bar.

ANAKIN checks out ALIEN FACES. OBI-WAN signals for another drink. The gun moves toward his unsuspecting back.

The drink is poured. OBI-WAN reaches for it. The gun is raised to aim directly at his back, and suddenly OBI-WAN turns fast. His lightsaber flashes. There is a shrill SCREAM and ZAM'S ARM hits the floor. The gun drops from its twitching fingers. Blood spreads.

The room is silent. ALIENS rise menacingly from their seats, and ANAKIN is suddenly at OBI-WAN's side, his lightsaber glowing.

ANAKIN Easy... Official business. Go back to your drinks.

Slowly, the ALIENS sit. Conversation resumes. Onstage, THE PERFORMERS pick up their routine. OBI-WAN and ANAKIN lift ZAM and carry her out.

EXT. ALLEY OUTSIDE NIGHTCLUB - NIGHT OBI-WAN and ANAKIN carry ZAM into the alley and lower her to the ground. OBI-WAN attends to her wounded shoulder. She stares up hatefully at ANAKIN. She winces in pain, then nods.

OBI-WAN Do you know who it was you were trying to kill?

ZAM WESSEL The Senator from Naboo.

OBI-WAN Who hired you?

ZAM glares at OBI-WAN.

ZAM WESSEL It was just a job.

ANAKIN Tell us!

ZAM WESSEL That Senator's gonna die soon anyway, and the next one won't make the same mistake I did...

OBI-WAN This wound's going to need treatment.

ANAKIN Who hired you? Tell us... tell us now!

ZAM glares hatefully.

ZAM It was a Bounty Hunter called...

There is a sudden FTZZZ sound. ZAM twitches. She blinks in surprise and dies.

There is a WEOOSH from above. OBI-WAN and ANAKIN look up yo see an ARMOURED ROCKET-MAN taking off from a roof high above. OBI-WAN looks down at ZAM. He touches her neck and pulls out a small, wicked-looking dart.

OBI-WAN Toxic Dart...

INT. SENATE BUILDING, AMIDALA'S APARTMENT - DAY ANAKIN and JAR JAR stand near the door of the anteroom to PADME'S bedroom. PADME and DORME move about packing luggage.

PADMÉ Representative Binks. I know I can count on you.

JAR JAR Yousa betchen mesa bottums.

PADMÉ What?!

JAR JAR (coughs, recovers) Oh, pardone-ay, Senator. I mean, I am honoured to accept this heavy burden. I take on this responsibility with deep humility tinged with an overwhelming pride. (pompously) It is not every day that I am called upon to...

PADME kisses him on the cheek and gives him a hug. JAR JAR turns red.

PADMÉ You're a good friend, Jar Jar. I don't wish to hold you up. I'm sure you have a great deal to do.

JAR JAR Of course, M'lady.

JAR JAR bows and goes out. As he passes ANAKIN, he flashes a dazzling smile... PADME is in a very bad mood.

PADMÉ I do not like this idea of hiding.

ANAKIN Don't worry. Now that the Council has ordered an investigation, it			won't take Master Obi-Wan long to find that bounty hunter.

PADMÉ (frustrated) I haven't worked for a year to			defeat the "Military Creation Act" not to be here when its fate is decided.

ANAKIN Sometimes we have to let go of our pride and do what is requested of us.

PADMÉ Pride?!? Annie, you're young, and you don't have a very firm grip on politics. I suggest you reserve your opinions for some other time.

ANAKIN Sorry, M'lady. I was only trying to...

PADMÉ Annie! No!

ANAKIN Please don't call me that.

PADMÉ What?

ANAKIN Annie...

PADMÉ I've always called you that... it is your name, isn't it?

ANAKIN It's Anakin. When you say Annie it's like I'm still a little boy... and I'm not.

PADMÉ I'm sorry, Anakin. It's impossible to deny you've... (looks him over) ...that you've grown up.

PADME smiles at ANAKIN. He becomes a little shy.

ANAKIN Master Obi-Wan manages not to see it...

PADMÉ Mentors have a way of seeing more of our faults than we would like. It's the only way we grow.

ANAKIN Don't get me wrong... Obi-Wan is a great mentor. As wise as Master Yoda and as powerful as Master Windu. I am truly thankful to be his apprentice. Only... although I'm a Padawan learner, in some ways... a lot of ways... I'm ahead of him. I'm ready for the trials. I know I am! He knows it too. He believes I'm too unpredictable... Other Jedi my age have gone through the trials and made it... I know I started my training late... but he won't let me move on.

PADMÉ That must be frustrating.

ANAKIN It's worse... he's overly critical. He never listens! He just doesn't understand! It's not fair!

PADME cannot surpress a laugh. She shakes her head.

PADMÉ I'm sorry... You sounded exactly like that little boy I once knew, when he didn't get his way.

ANAKIN I'm not whining! I'm not.

PADME just smiles at him. DORME laughs in the background.

PADMÉ I didn't say it to hurt you.

ANAKIN I know...

There is a brief silence. PADME comes over to ANAKIN.

PADME Anakin...

They look into each other's eyes for the first time.

PADMÉ (continuing) Don't try to grow up too fast.

ANAKIN I am grown up. You said it yourself.

ANAKIN looks deep into PADME'S eyes.

PADMÉ Please don't look at me like that.

ANAKIN Why not?

PADMÉ Because I can see what you're thinking.

ANAKIN (laughing) Ahh... so, you have Jedi powers too?

DORME is watching with concern.

PADMÉ It makes me feel uncomfortable.

ANAKIN Sorry, M'lady.

ANAKIN backs away as PADME turns and goes back to her packing.

EXT. CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - DAY A small bus speeds toward the massive freighter docks of Coruscant's Industrial area. The spaceport is bustling with activity. Transports of various sizes moves supplies and passengers as giant floating cranes lift cargo out of starships. The bus stops before a huge intergalactic freighter starship. It parks in the shadows of an overhang.

INT. CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - DAY ANAKIN and PADME, dressed in Outland peasant outfits, get up and head for the door where CAPTAIN TYPHO, DORME and OBI-WAN are waiting to hand them their luggage. DORME is dressed to look like Senator Amidala.

CAPTAIN TYPHO Be safe, m'lady.

PADMÉ Thank you, Captain. Take good care of Dorme... the threat's on you two now.

DORME He'll be safe with me.

They laugh, and PADME embraces her faithful handmaiden. DORME start to weep.

PADMÉ You'll be fine.

DORME It's not me, M'Lady. I worry about you. What if they realise I'm not you?

PADMÉ (looks to Anakin) Then my Jedi protector will have to prove how grown up he is.

DORME and PADME smile. ANAKIN frowns as OBI-WAN pulls him aside.

OBI-WAN Anakin, you stay put on Naboo. Do not attract any attention. Do			absolutely nothing without checking in with me or the Council.

ANAKIN Yes, Master.

OBI-WAN (to Padme) I will get to the bottom of this plot quickly, M'Lady. You'll be back here in no time.

PADMÉ I will be most grateful for your speed, Master Jedi.

ANAKIN Time to go.

PADMÉ I know.

PADME gives DORME a last hug. ANAKIN picks up the luggage, and the TWO PEASANTS exit the speeder bus, where ARTOO is waiting for them.

OBI-WAN May the Force be with you.

ANAKIN May the Force be with you, Master.

They head off toward the giant Starfreighter.

PADMÉ Suddenly, I'm afraid...

ANAKIN I'm kinda scared too. This is my first assignment on my own.

PADMÉ There's nothing to worry about... we have Artoo with us.

The two laugh.

OBI-WAN and CAPTAIN TYPHO watch ANAKIN and PADME disappear into the vastness of the spaceport with ARTOO trundling along behind them.

OBI-WAN I hope he doesn't try anything foolish.

CAPTAIN TYPHO I'd be more concerned about her doing something, than him.

EXT. FREIGHTER DOCKS - CORUSCANT - DAY The freighter slowly takes off from the huge docks area of Coruscant. It soon moves into the crowded skies.

INT. JEDI TEMPLE, MAIN HALLWAY - LATE DAY From high above, light streams down from the lofty ceilings. OBI-WAN crosses the floor of the great hallway, heaading for the Analysis Rooms.

INT. JEDI TEMPLE, ANALYSIS CUBICLES - LATE DAY OBI-WAN walks past several glass cubicles where work is going on. He comes to an empty one and sits down in front of a console. A PK-4 ANALYSIS DROID comes to life. A tray slides out of the console.

PK-4 Place the subject for analysis on the sensot tray, please.

OBI-WAN puts the dart onto the traym which retracts into the console. The DROID activates the system, and a screen lights up in from of OBI-WAN.

OBI-WAN It's a toxic dart. I need to know where it came from and who made it.

PK-4 One moment, please.

Diagrams and .... appear on the screem, scrolling past at great speed. OBI-WAN watches as the screen goes blank. They tray slides out.

PK-4 (continuing) As you can see on your screen, subject weapon does not exist in any known culture. Markings cannot be identified. Probablt self-made by a warrior not associated with any known society.

OBI-WAN Excuse me? Could you try again please?

PK-4 Master Jedi, our records are very thorough. they cover eight percent of the galaxy. If I can't			tell you where it came from, nobody can.

OBI-WAN picks up the dart and looks at it, then looks to the DROID.

OBI-WAN Thanks for your assistance! You may not be able to figure this out, but I think I know someone who might.

EXT. SPACE, STARSHIP FREIGHTER The massive, slow-moving Freighter suddenly zooms away into lightspeed.

INT. STARFREIGHTER, STORAGE HOLD - DAY The great, gloomy hold is crowded with EMIGRANTS and their belongings. To one side ARTOO is coming to the head of a food line, where SERVERS are ladling out bowls of mush. ARTOO holds two bowls.

SERVER Keep moving! Keep moving!

ARTOO slips tube into a tub of mush and sucks up a large quantity. With one of his little claw-arms, he grabs several chunks of something that looks like brown bread. A SERVER sees him.

FOOD SERVER (continuing) Hey! No Droids!

ARTOO takes one last big suck and heads away from the food line. The SERVER shouts after him angrily. The little droid moves past groups of eating or sleeping EMIGRANTS and comes to where ANAKIN is sound asleep. The young Jedi seems to be having a nightmare. He is very restless.

ANAKIN No, no, Mom, no...

He is sweating. PADME leans over to wipe some of the sweat from his forehead. He wakes up with a start, then realises where he is. PADME simply looks at him. He stares back, somewhat confused. ARTOO fills up two bowls with mush.

ANAKIN (continuing) What?

PADMÉ You seemed to be having a nightmare.

ANAKIN looks at PADME a little more closely, trying to see if he has revealed any of his secrets. She hands him a bowl of mush and bread.

PADMÉ (continuing) Are you hungry?

ANAKIN Thank you.

PADMÉ We went into lightspeed a while ago.

ANAKIN looks into PADME'S eyes.

ANAKIN I look forward to seeing Naboo again. I've thought about it every day since I left. It's by far the most beautiful place I've ever seen...

PADME is a little unnerved by his intense stare.

PADMÉ You were just a little boy then. It may not be as you remember it; time changes your perception.

ANAKIN I think time has given me much more mature feelings to enhance my perception.

PADMÉ It must be difficult having sworn your life to the Jedi... not being able to visit the places you like... or do the things you like...

ANAKIN Or be with the people I love.

PADMÉ Are you allowed to love? I			thought that was forbidden for a Jedi.

ANAKIN Attachment is forbidden. Possession is forbidden. Compassion, which I would define as unconditional love, is central to a Jedi's life, so you might say we're encouraged to love.

PADMÉ You have changed so much

ANAKIN You haven't changed a bit. You're			exactly the way I remember you in my dreams. I doubt if Naboo has changed much either.

PADMÉ It hasn't...

ANAKIN I can't wait to breathe the sweet breeze that comes off the rolling hills. Whenever I try to			visualise the Force, those hills are what I see.

ANAKIN looks at PADME when he says this.

ANAKIN (continuing) I love Naboo.

There is an awkward moment.

PADMÉ (changing the subject) Were you dreaming about you mother earlier, weren't you?

ANAKIN Yes... I left Tatooine so long ago, my memory of her is fading. I don't want to lose it. Recently I've been seeing her in my dreams... vivid dreams... scary dreams. I worry about her.

PADME gives ANAKIN a sympathetic look.

EXT. CORUSCANT, DOWNTOWN, BACK STREET - MORNING OBI-WAN walks down the street. It is a pretty tough part of town. Old buildings, warehouses, beat up speeders and transporter rigs occasional "shiny freighters" hissing through.

OBI-WAN comes to a kind of alien diner. On the steamed-up windowa it says "DEX'S DINER" in alien lettering. He goes inside.

INT. CORUSCANT, DEX'S DINER - MORNING A young waitress, HERMIONE BAGWA, is wiping off a booth tabletop. There is a counter with stools and a line of booths along the wall by the window. A number of CUSTOMERS are eating - TOUGH-LOOKING WORKERS, FREIGHTER DRIVERS etc. HERMIONE looks up as OBI-WAN comes in.

HERMIONE Can I help ya?

OBI-WAN I'm looking for Dexter.

HERMIONE'S eyes narrow.

HERMIONE BAGWA Waddya want him for?

OBI-WAN He's not in trouble. It's personal.

HERMIONE stares at OBI-WAN. There is a brief pause. Then she goes to the open serving hatch behind the counter.

HERMIONE BAGWA Someone to see ya, honey (lowering her voice) A Jedi, by the looks of him.

Steam billows out from the kitchen hatch behind the counter as a huge head pokes through.

DEXTER JETTSTER Obi-Wan!

OBI-WAN Hey, Dex.

DEXTER JETTSTER Take a seat! Be right with ya!

OBI-WAN sits in a booth.

HERMIONE BAGWA You want a cup of ardees?

OBI-WAN Thank you.

HERMIONE moves off as the door to the counter opens and DEXTER JETTSTER appears. He is big - bald and sweaty, old and alien. Not someone to tangle with. He arrives, beaming hugely.

DEXTER JETTSTER Hey, ol' buddy!

OBI-WAN Hey, Dex.

DEXTER eases himself into the seat opposite OBI-WAN. He can just make it. HERMIONE sets two mugs of steaming ardees in from of them.

DEXTER JETTSTER So, my friend. What can I do for ya?

OBI-WAN You can tell me what this is.

OBI-WAN places the dart on the table between them. DEX'S eyes widen. He puts down his mug.

DEXTER JETTSTER Well, whattaya know...

DEXTER picks up the dart delicately between his puffy fingers and peers at it.

DEXTER JETTSTER (continuing) I ain't seen one of these since I			was prospecting on Subterrel beyond the Outer Rim!

OBI-WAN Do you know where it came from?

DEXTER grins. He puts the dart down between them.

DEXTER JETTSTER This baby belongs to them cloners. What you got here is a Kamino Kyberdart.

OBI-WAN Kamino Kyberdart... I wonder why it didn't show up in any analysis archive.

DEXTER JETTSTER It's these funny little cuts on the side give it away... Those analysis droids you've got over there only focus on symbols, you know. I should think you Jedi would have more respect for the difference between knowledge and wisdom.

OBI-WAN Well, Dex, if droids could think, we wouldn't be here, would we? (laughing) Kamino... doesn't sound familiar. Is it part of the Republic?

DEXTER JETTSTER No, it's beyond the Outer Rim. I'd say about twelve parsecs outside the Rishi Maze, toward the south. It should be easy to find, even for those droids in your archive to find. Those Kaminoans keep to themselves. They're cloners. Damned good ones, too.

OBI-WAN then picks up the dart, holding it midway between them.

OBI-WAN Cloners? Are they friendly?

DEXTER JETTSTER It depends.

OBI-WAN On what, Dex?

Dexter grins.

DEXTER JETTSTER On how good your manners are... and how big your pocketbook is...

EXT. NABOO SPACEPORT - DAY The Starfreighter lands in the giant port city of Theed.

PADME, ANAKIN and ARTOO are among the EMIGRANTS streaming from the Starfreighter and into the vast docking area. They exit onto the main plaza.

EXT. NABOO PALACE, GRAND COURTYARD (NABOO) - AFTERNOON The speeder bus pulls up and stops. PADME, ANAKIN, and ARTOO get out. The great courtyard stretches out before them, and they see the rose-colored dome of the palace on the far side. ARTOO WHISTLES. They pick up their gear and start to cross the courtyard. ARTOO trundles behind them.

ANAKIN If I grew up here, I don't think I'd ever leave.

PADMÉ (laughing) I doubt that.

ANAKIN No, really. When I started my			training, I was very homesick and very lonely. This city and my Mom were the only pleasant things I had to think about... The problem was, the more I thought about my Mom, the worse I felt. But I			would feel better if I thought about the palace - the way it			shimmers in the sunlight - the way the air always smells of flowers...

PADMÉ ...and the soft sound of the distant waterfalls. The first time I saw the Capital, I was very young... I'd never seen a waterfall before. I though they were so beautiful... I never dreamed one day I'd live in the palace.

ANAKIN Well, tell me, did you dream of			power and politics when you were a little girl?

PADMÉ (laughing) No! That was the last thing I thought of. My dream was to help in the "Refugee Relief Movement." I never thought of running for elected office. But the more history I studied, the more I			realised how much good politicians could do. So when I was eight, I			joined the "Apprentice			Legislators", then later on became a Senatorial advisor, with such a			passion that, before I knew it, I was elected Queen. Partly because I scored so high on my education certificate, but for the most part it was my conviction that reform was possible. I wasn't the youngest Queen ever elected, but now that I think back on it, I'm not sure I was old enough. I'm not sure I was ready.

ANAKIN The people you served thought you did a good job. I heard they tried to amend the Constitution so you could stay in office.

PADMÉ Popular rule is not democracy, Annie. It gives the people what they want, not what they need. And, truthfully, I was relieved when my two terms were up. So were my parents. They worried About me during the blockade and couldn't wait for it all to be over. Actually, I was hoping to have a family by now... My			sisters have the most amazing, wonderful kids... but when the Queen asked me to serve as Senator, I couldn't refuse her.

ANAKIN I agree! I think the Republic needs you... I'm glad you chose to serve. I feel things are going to happen in our generation that will change the galaxy in profound ways.

PADMÉ I think so too.

ANAKIN and PADME walk toward the palace. ARTOO continues to follow.

INT. NABOO PALACE, THRONE ROOM - AFTERNOON QUEN JAMILLIA is seated on the throne, flanked by SIO BIBBLE and a COUPLE OF ADVISORS. FOUR HANDMAIDENS stand close by, and GUARDS are at the doors.

QUEEN JAMILLIA We've been worried about you. (takes her hand) I'm so glad you're safe, Padmé.

PADMÉ Thank you, Your Highness. I only Wish I could have served you better by staying on Coruscant for the vote.

SIO BIBBLE Given the circumstances, Senator, you know it was the only decision Her Highness could have made.

QUEEN JAMILLIA How many systems have joined Count Dooku and the separatists?

PADMÉ About two hundred. And more are leaving the Republic every day. If the Senate votes to create an			army, I'm sure it's going to push us into a civil war.

SIO BIBBLE It's unthinkable! There hasn't			been a full-scale war since the formation of the Republic!

QUEEN JAMILLIA Do you see any way, through negotiations, to bring the separatists back into the Republic?

PADMÉ Not if they feel threatened. The separatists don't have an army, but if they are provoked, they will move to defend themselves. I'm sure of that. And with no time or money to build an army, my			guess is they will turn to the Commerce Guilds or the Trade Federation for help.

QUEEN JAMILLIA The armies of commerce! Why has Nothing been done in the Senate to restrain them?

PADMÉ I'm afraid that, despite the Chancellor's best efforts, there are still many bureaucrats, judges, and even Senators on the payrolls of the Guilds.

SIO BIBBLE It's outrageous! After all of			those hearings, and the four trials in			the Supreme Court, Nute Gunray is			still the Viceroy of the Trade Federation. Do those money mongers control everything?

QUEEN JAMILLIA Remember, Counsellor, the courts were able to reduce the Federation's armies. That's a			move in the right direction.

PADMÉ There are rumours, Your Highness, that the Federation Army was not reduced as they were ordered.

ANAKIN The Jedi have not been allowed to investigate. It would be to be too dangerous for the economy, we were told.

QUEEN JAMILLIA We must keep our faith in the Republic. The day we stop believing democracy can work is the day we lose it.

PADMÉ Let's pray that day never comes.

QUEEN JAMILLIA In the meantime, we must consider your own safety.

SIO BIBBLE signals. All the other ADVISORS and ATTENDANTS bow and leave the room.

SIO BIBBLE (to Anakin) What is your suggestion, Master Jedi?

PADMÉ Anakin's not a Jedi yet, Counsellor. He's still a Padawan learner. I was thinking...

ANAKIN (nettled) Hey, hold on a minute!

PADMÉ Excuse me! I was thinking I would stay in the Lake Country. There are some places up there that are very isolated.

ANAKIN Excuse me?! I am in charge of security here, M'Lady.

SIO BIBBLE and QUEEN JAMILLIA exchange a look. Something is going on here.

PADMÉ Annie, my life is at risk, and this is my home. I know it very well... that is why we're here. I think it would be wise for you to take advantage of my knowledge in this instance.

ANAKIN (takes a deep breath) Sorry, M'Lady.

SIO BIBBLE (to Anakin, amused) She is right. The Lake Country is the most remote part of Naboo. Not many people and a clear view of the surrounding terrain.

QUEEN JAMILLIA Perfect. It's settled then.

ANAKIN glares at PADME. Then QUEEN JAMILLIA gets up, and they all start to leave.

QUEEN JAMILLIA (continued) Padmé, I had an audience with your father yesterday. I told him what was happening. He hopes you will visit your mother before you leave... your family's very worried about you.

PADME looks worred. They ALL exit down the main staircase.

EXT. JEDI TEMPLE - DAY The main entrance at the base of the huge temple is bustling with activity. All sorts of JEDI are coming and going.

INT. JEDI TEMPLE, ARCHIVES LIBRARY - DAY A bronze bust of Count Dooku, stands among a line of other busts of Jedi in the Archive Room. OBI-WAN stands in front it, studying the striking features of the chiselled face.

On the walls, lighted computer panels seem to stretch into infinity. Farther along the room in the background, FIVE JEDI are seated at tables, studying archival material.

After OBI-WAN studies the bust for a few moments before MADAME JOCASTA NU, the Jedi Archivist is standing next to him. She is an elderly, frail-looking human Jedi. Tough as old boots and smart as a whip.

JOCASTA NU Did you call for assistance?

OBI-WAN (distracted in thought) Yes... yes, I did...

JOCASTA NU			He has a powerful face, doesn't he? He was one of the most brilliant Jedi I have had the privilege of knowing.

OBI-WAN I never understood why he quit. Only twenty Jedi have ever left the Order.

JOCASTA NU				(sighs) The Lost Twenty... and Count Dooku was the most recent and the most painful. No one likes to talk about it. His leaving was a great loss to the Order.

OBI-WAN What happened?

JOCASTA NU			Well, one might say, he was always a bit out of step with the decisions of the Council... much like your old Master, Qui-Gon Jinn.

OBI-WAN (surprised) Really?

JOCASTA NU Oh, yes. They were alike in many ways. Very individual thinkers... idealists...

JOCASTA NU stares at the bust

JOCASTA NU				(continuing			He was always striving to become			a more powerful Jedi. He wanted			to be the best. With a lightsaber,			in the old style of fencing, he			had no match. His knowledge of			the Force was... unique. In the			end, I think he left because he			lost faith in the Republic. He			believed that politics were			corrupt, and he felt the Jedi			betrayed themselves by serving the			politicians. He always had very			high expectations of government.			He disappeared for nine or ten			years, then he just showed up			recently as the head of the			separatist movement.

OBI-WAN Interesting... I'm still not sure I understand.

JOCASTA NU			Well, I'm sure you didn't call me over here for a history lesson. Are you having a problem, Master Kenobi?

OBI-WAN Yes, I'm trying to find a planet system called Kamino. It doesn't			seem to show upon any of the archive charts.

JOCASTA NU Kamino? It's not a system I'M familiar with... Let me see...

JOCASTA NU leans over OBI-WAN'S shoulder, looking at the screen.

JOCASTA NU				(continuing) Are you sure you have the right co-ordinates?

OBI-WAN (nodding) According to my information, it			should be in this quadrant somewhere... just south of the Rishi Maze.

JOCASTA NU taps the keyboard and frowns.

JOCASTA NU No co-ordinates? It sounds like the kind of directions you'd get from a street tout... some old miner or Furbog trader.

OBI-WAN All three actually.

JOCASTA NU Are you sure it exists?

OBI-WAN Absolutely.

JOCASTA NU Let me do a gravitational scan.

OBI-WAN and JOCASTA NU studt the star map hologram.

JOCASTA NU			There are some inconsistencies here. Maybe the planet you're looking for was destroyed.

OBI-WAN Wouldn't that be on record?

JOCASTA NU It ought to be. Unless it was very recent. (shakes her head) I hate to say it, but it looks like the system you're searching for doesn't exist.

OBI-WAN That's impossible... perhaps the archives are incomplete.

JOCASTA NU			The archives are comprehensive and totally secure, my young Jedi. One thing you may be absolutely sure of - if an item does not appear in our records, it does not exist!

OBI-WAN stares at her, then looks back at the map.

EXT. THEED, RESIDENTIAL AREA, SIDE STREET - AFTERNOON PEOPLE are passing through the little street, OLD MEN are sunning themslves, WOMEN are gossipping, KIDS are playing. ANAKIN, PADME and ARTOO turn onto a side street. ANAKIN is back in his Jedi robes. PADME wear a beautiful simple dress. She stops, beaming.

PADME There's my house!

PADME starts forward; ANAKIN hangs back.

PADME (continuing) What? Don't say you're shy!

ANAKIN (untruthfully) No, but I...

Suddenly, there are shouts from two little girils, RYOO (age 6) and POOJA (age 4). They come running toward PADME.

RYOO & POOJA Aunt Padme!! Aunt Padme!!

PADME Ryoo!! Pooja!!

PADME scoops up RYOO and POOJA and hugs them.

PADME (continuing) I'm so happy to see you! This is Anakin. Anakin, this is Ryoo, and this is Pooja.

ANAKIN and the GIRLS say hello shyly. Then:

RYOO & POOJA Artoo!!!

As they see the droid, they hug him. ARTOO WHISTLES and BEEPS. PADME laughs. ANAKIN and PADME go on toward the house. The GIRLS stay and play with ARTOO.

INT. PADME'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON SOLA, PADME'S beautiful older sister, comes in from the kitchen carrying a big bowl of food.

SOLA (over her shoulder) They're eating over at Jev Narran's later, Mom. They just had a snack. They'll be fine.

SOLA puts the bowl down on the table, where ANAKIN, PADME and RUWEE NABERRIE (Padme's father) are coming into the room.

PADME Anakin, this is my sister, Sola.

SOLA Hello, Anakin.

ANAKIN Hello.

SOLA sits, as JOBAL NABERRIE (Padme's mother) comes in with a heaped bowl of steaming food.

JOBAL You're just in time for dinner. I hope you're hungry, Anakin.

ANAKIN A little.

PADME He's being polite, Mom. We're starving.

RUWEE (grinning) You came to the right place at the right time. Sit down, son.

EVERYONE sits and starts passing food.

JOBAL (to Padme) Honey, it's so good to see you safe. We were so worried.

PADME gives JOBAL a dirty look. RUWEE smiles as he watches.

RUWEE Dear...

JOBAL I know, I know... but I had to say it. Now it's done.

SOLA Well, this is exciting! Do you know, Anakin, you're the first boyfriend my sister's ever brought home?

PADME (rolls her eyes) Sola!! He isn't my boyfriend! He's a Jedi assigned by the Senate to protect me.

JOVAL A bodyguard?! Oh, Padme! They didn't tell us it was that serious!

PADME It's not, Mom, I promise. (glances at Jobal) Anyway, Anakin's a friend. I've known him for years. Remember that little boy who was with the Jedi during the blockade crisis?

They nod.

PADME (continuing) He grew up.

JOBAL Honey, when are you going to settle down? Haven't you had enough of that life? I certainly have!

PADME Mom, I'm not in any danger.

RUWEE (to Anakin) Is she?

ANAKIN ...Yes... I'm afraid she is.

PADME (quickly) But not much.

EXT. PADME'S PARENTS' GARDEN - AFTERNOON ANAKIN and RUWEE are walking.

RUWEE Sometimes I wish I'd traveled more... but I must say, I'm happy here.

ANAKIN Padme tells me you teach at the university?

RUWEE (nodding) Yes, and before that, I was a builder. I also worked for the Refugee Relief Movement, when I was very young.

INT. PADME'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON PADME, SOLA and JOBAL are clearing the table.

SOLA Why haven't you told us about him?

PADMÉ What's there to talk about? He's just a boy.

SOLA A boy? Have you seen the way he looks at you?

PADMÉ Sola - stop it!

SOLA It's obvious he has feelings for you. Are you saying, little baby sister, that you haven't noticed?

PADMÉ I'm not your baby sister, Sola. Anakin and I are friends... our relationship is strictly professional. (to Jobal) Mom, would you tell her to stop it?

SOLA (laughing) Well, maybe you haven't noticed the way he looks at you. I think you're afraid to.

PADMÉ Cut it out.

JOBAL Sola's just concerned... we all are.

PADMÉ Oh, Mom, you're impossible. What I'm doing is important.

JOBAL You've done your service, Padmé. It's time you had a life of your own. You're missing so much!

EXT. PADME'S PARENTS' GARDEN - AFTERNOON ANAKIN and RUWEE are walking in the garden. RUWEE stops and faces ANAKIN directly.

RUWEE Now tell me, son. How serious is this thing? How much danger is my daughter really in?

ANAKIN There have been two attempts on her life. Chances are there'll be more. My Master is tracking down the assassins. I'm sure he'll find out who they are. This situation, won't last long.

RUWEE I don't want anything to happen to her.

ANAKIN I don't either.

INT. PADME'S PARENTS' HOUSE, PADME'S ROOM - AFTERNOON PADME throws some things into a bag.

PADME Don't worry, this won't take long.

ANAKIN I just want to get there before dark.

PADME goes on packing. ANAKIN looks around the room.

ANAKIN (continuing) You still live at home.

PADME I move around so much, I've never had a place of my own. Official residences have no warmth. I feel good here. I feel at home.

ANAKIN I never had a real home. Home was always where my Mom was.

ANAKIN picks up a framed hologram.

ANAKIN (continuing) Is this you?

The hologram shows Padme at age seven or eight surrounded by forty or fifty little green creatures. She is holding one in her arms. They are all smiling hugely.

PADME That was when I went with the Relief Group to Shadda-Bi-Boran. Their sun was imploding, and the planet was dying. I was helping to relocate the children. See that little one I'm holding? His name was N'a-kee-tula, which means sweethear. He was so full of life,. All those kids were. I did everything I could to save him, but he died... they all did. They were never able to adapt... to live off their native planet.

ANAKIN picks up another hologram. It shows PADME at age ten or eleven. She is wearing official robes and standing between two robed legislators. Her expression is severe.

PADME (continuing) My first day as an Apprentice Legislator. Notice the difference?

PADME pulls a face. ANAKIN grins. She continues packing. ANAKIN sets the two holograms down side by side - the beaming little girl, and the the stern, unsmiling adolescent.

INT. JEDI TEMPLE, MAIN HALLWAY - DAY OBI-WAN walks through the main hallway to the training area.

INT. JEDI TEMPLE, TRAINING VERANDA - DAY OBI-WAN comes out onto the veranda and stops, watching TWENTY or so FOUR-YEAR-OLDS doing training exercises, supervised by YODA. They wear helmets over their eyes and try to strike little TRAINING DROIDS with their miniature lightsabers. The DROIDS dance in front of them.

YODA Don't think... feel... be as one with the Force. Help you, it will. (he sees Obi-Wan) Younglings - enough! A visitor we have. Welcome him.

The CHILDREN take off their helmets and turn off their lightsabers.

YODA (continuing) Master Obi-Wan Kenobi, meet the mighty Bear Clan.

CHILDREN Welcome, Master Obi-Wan!

OBI-WAN I am sorry to disturb you, Master.

YODA What help to you, can I be?

OBI-WAN I’m looking for a planet described to me by an old friend. I trust him. But the system doesn’t show up on the archive maps.

YODA An interesting puzzle. Gather round the map reader, younglings. Master Obi-Wan has lost a planet. Find it, we will try...

The map reader is a small shaft with a hollow opening at the top. The CCHILDREN gather around it. OBI-WAN takes out a little glass ball and places it into the bowl. The window shades close darkening the room and the reader lights up, projecting the star map hologram into the room. The CHILDREN laugh. Some of them reach up to try and touch the nebulae and stars. OBI-WAN walks into the display.

OBI-WAN This is where it ought to be... but it isn’t. Gravity is pulling all the stars in this area inward to this spot. There should be a star here... but there isn’t.

YODA Most interesting. Gravity’s silhouette remains, but the star and all its planets have disappeared. How can this be?

There is a brief pause. Then a CHILD puts its hand up. YODA nods.

JEDI CHILD JACK Because someone erased it from the archive memory.

CHILDREN That’s right! Yes! That’s what happened! Someone erased it!

JEDI CHILD MAY If the planet blew up, the gravity would go away.

OBI-WAN stares; YODA chuckles.

YODA Truly wonderful, the mind of a child is. Uncluttered. To the centre of the pull of gravity go, and find your planet you will.

OBI-WAN But Master Yoda who could have erased information from the archives? That’s impossible, isn’t it?

YODA (frowning) Much harder to answer, that question is.

EXT. NABOO LAKE RETREAT, WATER SPEEDER, LANDING PLATFORM - LATE AFTERNOON A water speeder driven by PADDY ACCU, the retreat caretaker, skims across the lake away from the island landing platform where a chrome Naboo Starship rests. ANAKIN and PADME are sitting in the speeder as it skims away to where a lodge rises on a beautiful island in the middle of the lake.

EXT. NABOO LAKE RETREAT, LODGE, GARDEN TERRACEM LATE AFTERNOON ANAKIN and PADME walk up the stairs from where the water speeder is parked onto a terrace overlooking a lovely garden. Behind them, PADDY ACCU supervises two serving girls, NANDI and TECKLA, as they carry the bags into the Lodge.

ANAKIN and PADME stop at the balustrade. PADME looks out across the garden to the shimmering lake and the mountains rising beyond. ANAKIN looks at her silently.

PADMÉ When I was in Level Three, we used to come here for school retreat. See that island? We used to swim there every day. I love the water.

ANAKIN I do too. I guess it comes from growing up on a desert planet.

PADME becomes aware that ANAKIN is looking at her.

PADMÉ ...We used to lie on the sand and let the sun dry us... and try to			guess the names of the birds singing.

ANAKIN I don’t like sand. It’s coarse and rough and irritating, and it gets everywhere. Not like here. Here everything’s soft... and smooth...

He touches her arm. PADME has become receptive to the way he looks at her but is nervous.

PADMÉ There was a very old man who lived on the island. He used to make glass out of sand - and vases and necklaces out of the glass. They were magical.

ANAKIN (looks into her eyes) Everything here is magical.

PADMÉ You could look into the glass and see the water. The way it ripples and moves. It looked so real... but it wasn’t.

ANAKIN Sometimes, when you believe something to be real, it becomes real. Real enough, anyway...

They look into each other's eyes. He touches her chin.

PADMÉ I used to think if you looked too deeply into glass, you would lose yourself.

ANAKIN I think it's true...

ANAKIN kisses PADME. She doesn't resist. She comes to her senses and pulls away.

PADMÉ I shouldn't have done that.

ANAKIN I'm sorry. When I'm around you, my mind is no longer my own.

PADMÉ It's the situation... the stress...

He looks at her.

ANAKIN ...the view.

EXT. CORUSCANT, LANDING PLATFORM - LATE AFTERNOON Obi-Wan's Starfighter is ready for takeoff. OBI-WAN and MACE WINDU stand beside it.

MACE WINDU Be wary, this disturbance in the Force is growing stronger.

OBI-WAN I am concerned for my Padawan. He is not ready to be on his own.

YODA The Council is confident in this decision, Obi-Wan.

MACE He has exceptional skills. The Council is confident in its decision, Obi-Wan. If the prophecy is true, he weill be the one to bring balance to the Force.

OBI-WAN But he still has much to learn. And his abilities have made him... well... arrogant. I realise now what you and Master Yoda knew from the beginning... the boy was too old to start the training and...

OBI-WAN hesitates.

MACE WINDU There's something else?

OBI-WAN Master, he should not have been given this assignment. I'm afraid Anakin won't be able to protect the Senator.

MACE WINDU Why?

OBI-WAN He has a... an emotional connection with her. It's been there since he was boy. Now he's confused... distracted.

MACE-WINDU Obi-Wan, you must have faith that he will take the right path.

OBI-WAN climbs into the cockpit of the Starfighter.

OBI-WAN Has Master Yoda gained any insight into whether or not this war will come about?

MACE WINDU Probing the Dark Side is a dangerous process. He could be in seclusion for days... May the force be with you.

INT. JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON YODA sits with his eyes closed, meditating. Silence.

EXT. NABOO LAKE RETREAT, LOUNGE, LATE AFTERNOON The setting sun touches the mountain peaks. The lake glows in the rose-tinted light. Floatinf lamps glean softly like jewels at the lodge.

INT. NABOO LAKE RETREAT, DINING ROOM - LATE AFTERNOON NANDI place dessert in front of PADME. TECKLA does the same for ANAKIN. The dessert is some kind of fruit. PADME picks up her fork and goes to spear a piece, but it moves! She frowns and tries again -the fruit moves. She lokk up at ANAKIN. His eyes are on his plate.

PADME You did that?

ANAKIN looks up - wide-eyed innocence.

ANAKIN What?

PADME scowls at him. PADME jabs at the fruit - ANAKIN subtly moves his hand and it lifts up from the plate and hovers in front of her.

PADME That! Now stop it!

PADME laughs. ANAKIN laughs. She reaches out for the fruit - it loops.

PADME (continuing) Anakin!!

ANAKIN moves his fingers. The fruit flies into his hand.

ANAKIN I'm not really supposed to do that... for fun, I mean. If			Master Obi-Wan were here, he'd be very grumpy.

ANAKIN is pleased. He cuts the fruint into several pieces and sends one back to PADME. She bites it out of the air and laughs.

INT. NABOO LAKE RETREAT, LODGE, FIREPLACE ALCOVE - TWILIGHT A fire blazes in the open hearth. PADME is sitting in front of it, gazing at the flames.

She looks up as ANAKIN arrives. She makes room for him. Brief pause.

ANAKIN May I tell you something?

PADME I don't know.

ANAKIN Then how can I tell you?

PADME Maybe you should use your Jedi intuition.

ANAKIN It doesn't work around you. My mind is always a muddle... I can only think of you.

PADME Anakin, don't...

ANAKIN From the moment I met you, all those years ago, a day hasn't gone by when I haven't thought of you. And now that I'm close to you again, I'm in agony. The closer I get to you, the worse it gets. The thought of not being with you mskes my stomach turn over - my mouth goes dry. I feel dizzy. I can't breathe. I'm haunted by the kiss you should never have given me. My heart is beating, hoping that kiss will not become a scar. You are in my very soul, tormenting me. What can I do? I will do anything you ask...

Silence. The logs flame in the hearth.

ANAKIN (continuing) If you are suffering as much as I am, tell me.

PADME ...I can't. We can't. It's just not possible.

ANAKIN Anything's possible. Padme, please listen...

PADME You listen. We live in a real world. Come back to it. You're studying to become a Jedi Knight. I'm a Senator. If you follow your thoughts through to conclusion, they will take us to a place we cannot go... regardless of the way we feel about each other.

ANAKIN Then you do feel something! There's an extraordinary connection between us. You can't deny that.

PADME Annie, it doesn't make any difference. Jedi aren't allowed to marry. You swore an oath, remember? You'd be expelled from the Order. I will not let you give up your responsibilities... your future, for me.

ANAKIN I was destined to be a Jedi. I			don't think I could be anything else. But you are asking me to be rational. That is something I know I cannot do. I wish I could wish my feelings away... but I can't.

PADME I am not going to give into this. I'm not going to throw my life away. I have more important things to do than fall in love.

There is silence as they stare at the fire. ANAKIN is thinking.

ANAKIN It wouldn't have to be that way... we could keep it a secret.

PADME Then we'd be living a lie - one we			couldn't keep even if we wanted to. Mt sister saw it. So did my mother. I couldn't do that. Could you, Anakin? Could you live like that?

Silence for a moment.

ANAKIN ...No, you're right. It would destroy us.

EXT. SPACE It's just like the star map hologram, plus the storm-shrouded planet of Kamino, which is exactly where it ought to be. Obi-Wan's Starship flies OVER CAMERA and heads down toward the planet.

EXT. TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY Heavy rans and hard-driving winds lash the platform as Obi-Wan's Starship approaches. The huge, ultra-modern city of Tipoca rests on great stilts that keep it above the pounding and ever-present waves that cover the surface of this watery world.

The Starfighter lands. OBI-WAN gets out and makes his way through the bowling wind toward a tower on the far side of the platform. A door slides open. A shaft of brilliant light pierces the swirling rain. OBI-WAN passes through it and goes inside.

INT. TIPOCA CITY, CORRIDOR ENTRANCE A Brilliant white light. OBI-WAN pushes the soaking hood from his face.

TAUN WE			Welcome to Tipoca City, Master Jedi.

OBI-WAN wipes the rain from his face and blinks in surprise at a tall, pasty-white alien named TAUN WE. He has large, almond shaped eyes.

TAUN WE Everything is ready. The Prime Minister expects you.

OBI-WAN (warily) I'm expected?

TAUN WE Of course! He is anxious to see you. After all these years, we			were beginning to think you weren't coming. Now please, this way!

OBI-WAN masks his surprise as they move away along the corridor.

Obi-Wan follows Taun We cautiously.

INT. TIPOCA CITY, PRIME MINISTER OFFICE - DAY The door slides open. OBI-WAN and TAUN WE enter and cross to where LAMA SU rises, smiling, from behind his desk, which, like all the furniture on Kamino, seems made out of pure light.

TAUN WE			May I present Lama Su, Prime Minister of Kamino... and this is Master Jedi...

OBI-WAN Obi-Wan Kenobi.

LAMA SU Please...

LAMA SU indicates a chair. OBI-WAN sits. TAUN WE hovers. The room is bathed in brilliant white light. The whole place is ultra high-tech.

LAMA SU			I trust you are going to enjoy your stay. We are most happy you have arrived at the best part of the season.

OBI-WAN You make me feel most welcome.

LAMA SU And now to business. You will be			delighted to hear we are on schedule. Two hundred thousand units are ready, with another million well on the way.

OBI-WAN (improvising) That is... good news.

LAMA SU			Please tell your Master Sido-Dyas that we have every confidence his order will be met on time and in full. He is well, I hope?

OBI-WAN I'm sorry Master - ?

LAMA SU Jedi Master Sifo-Dyas. He's still a leading member of the Jedi Council, is he not?

OBI-WAN Oh, yes. Sido-Dyas.

LAMA SU				(rising) You must be anxious to inspect the units for yourself.

OBI-WAN That's why I'm here.

EXT. NABOO, MOUNTAIN MEADOW - LATER AFTERNOON PADME and ANAKIN are in the middle of an idyllic hilly meadow, its lush grasses sprinkled with flowers. At a distance, a herd of SHAAKS graze contentedly.

Beyond is the shimmering expanse of the lake. Several other lakes stretch to the horizon. The warm air is full of little floating puffballs. They sit on the grass, in a playful, coy mood, talking. PADME is picking flowers.

PADMÉ I don't know...

ANAKIN Sure you do... you just don't want to tell me.

PADMÉ Are you going to use one of your Jedi mind tricks on me?

ANAKIN They only work on the weak-minded. You are anything but weak-minded.

PADMÉ All right... his name was Palo. I was twelve. We were both in the Legislative Youth Program. He was a few years older then I... very cute... dark curly hair... dreamy eyes.

ANAKIN All right, I get the picture... whatever happened to him?

PADMÉ I went on to become a Queen. He went on to become an artist.

ANAKIN Maybe he was the smart one.

PADME You really don't like politicians, do you?

ANAKIN I like two or three, but I'm not really sure about one of them. (smiling) I don't think the system works.

PADME How would you have it work?

ANAKIN We need a system where the politicians sit down and discuss the problems, agree what's in the best interests of all the people, and then do it.

PADME That is exactly what we do. The trouble is that people don't wlways agree. In fact, they hardly ever do.

ANAKIN Then they should be made to.

PADME By whom? Who's going to make them?

ANAKIN I don't know. Someone.

PADME You?

ANAKIN Of course not me.

PADME But someone.

ANAKIN Someone wise.

PADME That sounds an awful lot like a dictatorship to me.

A mischievious little grin creeps across his face.

ANAKIN Well, if it works...

PADME stares at ANAKIN. He looks back at her, straight-faced, and can't hold a smile.

PADMÉ You're making fun of me.

ANAKIN (sarcastic) On no, I'd be much too frightened to tease a Senator.

PADMÉ You're so bad!

PADME picks up a piece of fruit and throws it at him. He catches it. PADME throws two more pieces of fruit, and ANAKIN catches them.

ANAKIN You're always so serious. Always carrying the weight of the universe on your shoulders.

ANAKIN then starts to juggle the fruit. PADME laughs and throws more fruit at him. He manages to juggle them too until there are too many, and he loses control and ducks, letting food fall on his head. They both laugh.

ANAKIN stands in front of a SHAAK, yelling at it and waving his arms. PADME starts laughing as ANAKIN runs in circles, chased by the SHAAK.

The SHAAK crosses in front of PADME. ANAKIN is riding it, facing the SHAAK'S tail. The SHAAK bucks, and ANAKIN falls off. PADME laughs even harder. ANAKIN lies still. PADME jumps uip and runs to where ANAKIN is face down in the grass. She turns him over. He is pulling a stupid face at her. She yelps in mock fury and takes a swing at him. He catches her arm. She struggles. They roll over in the grass. Suddenly, they become aware of the contact between them. They let go of each other quickly and sit up, looking away.

ANAKIN stands up and holds out his hand to her. She take it. He pulls her up. And now they are easy together, not self-conscious any more. PADME scrambles up onto the SHAAK behind ANAKIN. She puts her arms around his waist and leans against his back. ABAJUB digs his heels in. The SHAAK starts forward, and they ride away.

EXT. TIPOCA CITY, PARADE GROUND (RAINSTORM) - DAY OBI-WAN, LAMA SU and TAUN WE come out onto a balcony. Below is a huge parade ground. The rain and wind are brutal. THOUSANDS OF STORMTROOPERS, faces covered by helmets, are marching and drilling in formations of several hundred.

LAMA SU				(beaming) Magnificent, aren't they?

OBI-WAN nods slowly.

INT. TIPOCA CITY, CLONE CENTER, COMMINSSARY - DAY LAMA SU conducts OBI-WAN through a large eating area. TAUN WE follows as they walk by HUNDREDS OF CLONES who look exactly alike, all about twenty years old, dressed in black. They are seated at tables, eating.

LAMA SU			We modified their genetic structure to make them less independent than the original host. As a result they are totally obedient, taking any order without question.

OBI-WAM Who was the original host?

LAMA SU A bounty hunter called Jango Fett. We felt a Jedi would be the perfect choice, but Sido-Dyas hand- picked Jango Fett himself.

OBI-WAN Where is this bounty hunter now?

LAMA SU Oh, we keep him here. After a few hundred thousand clones, the genetic pattern starts to fade, so we take a fresh supply. He lives here, but he's free to come and go as he pleases.

INT. TIPOCA CITY, CLONE CENTER, BARRACKS - DAY The tour continues through a long corridor folled with narrow, transparent tubes into which CLONES are climbing. Once in the tube, the CLONE goes to sleep.

LAMA SU			Apart from his pay, which is			considerable, Fett demanded only one thing - an unaltered clone for himself. Curious isn't it?

OBI-WAN Unaltered?

LAMA SU Pure genetic replication. No			tampering with the structure to make it more docile... and no growth acceleration...

OBI-WAN I would like to meet this Jango Fett.

TAUN WE			I would be most happy to arrange it, for you.

TAUN WE bows, and leaves.

INT. TIPOCA CITY, CLONE CENTER, CLASSROOM - DAY The tour continues through a classroom filled with IDENTICAL YOUNG BOY CLONES.

OBI-WAN You mentioned growth acceleration...

LAMA SU Oh yes, it's essential. Otherwise, a mature clone would take a lifetime to grow. Now, we can do it in half the time. Those items you saw on the parade ground were started ten years ago, when Sido-dyas first placed the order, and they're already mature...

OBI-WAN looks at the BOY CLONES.

OBI-WAN And these?

LAMA SU About five years ago.

INT. TIPOCA CITY, CLONE CENTER, HATCHERY - DAY They enter a space filled with great racks of glass spheres, which are filled with fluid in which EMBRYOS are suspended.

LAMA SU			They're immensely superior to			droids, capable of independent thought and action.

OBI-WAN Very impressive.

LAMA SU I'd hoped you would be pleased.

OBI-WAN gazes at the nearest embryos.

OBI-WAN (carefully) Tell me, prime minister, when my			Master Sido-dyas first contacted you, did he say the order was for... himself... or?

LAMA SU Himself? Of course not. This army is for the Republic?

OBI-WAN (astonished) The Repubic?

LAMA SU			We are also very much agasint this Count Dooku and his seccessionist movement. We are proud to be of help to the Republic.

INT. TIPOCA CITY, APARTMENT - LATE DAY TAUN WE shows OBI-WAN into his room.

TAUN WE			I have arranged for you to meet Jango Fett in the morning. Sleep well.

TAUN WE goes. The door slides closed behind him. OBI-WAN looks around, then moves swiftly to check the room over. Finally, satisfied, he takes out his comlink.

OBI-WAN Arfour, Arfour...

EXT. TIPOCA CITY LANDING PLATFORM, JEDI FIGHTER, (RAINSTORM) - LATE DAY The R4 D17, Obi-Wan's Astro-Droid, who is sitting on top of Obi-Wan's Starfighter, switches on and BEEPS.

INT. TIPOCA CITY, APARTMENT - LATE DAY OBI-WAN hears ARFOUR BEEP through his comlink.

OBI-WAN Arfour, relay this, "scramble code			five," to Courscant: care of "the			old folks home."

EXT. TIPOCA CITY LANDING PLATFORM, JEDI FIGHTER, (RAINSTORM) - LATE DAY ARFOUR BEEPS and WHISTLES. The panels light up inside the cockpit, as the message is transmitted.

EXT. JEDI TEMPLE, LIVINF QUARTERS - EARLY EVENING YODA and MACE WINDU listen as a hologram of OBI-WAN stands between them broadcasting the massage. The singnal is very weak, the image fades in and out.

OBI-WAN (V.O.) ...I've never heard of a Jedi called Sido-Dyas, have you, Master?

MACE WINDU No. Whoever placed that order was not a Jedi, I can assure you.

OBI-WAN (V.O.) I have a strong feeling that this bounty hunter is the assassin we're looking for.

YODA Who he is working for... discover that, you must.

OBI-WAN (V.O.) I will, Master, and I will also find out more about this clone army... May The Force...

The hologram switches off, and OBI-WAN fades away.

WINDU A clone army! Ordered by someone in the Senate perhaps... Someone's out to start a war.

YODA Inform the chancellor of this, we must.

WINDU Who do you think this impostor Sido-Dyas, could be?

YODA stares back at MACE WINDU, then slowly shakes his head.

EXT. NABOO LAKE RETREAT - NIGHT The silent lodge. The triple moons of Naboo reflected in the tranquil waters of the lake.

INT. NABOO LAKE RETREAT, ANAKIN'S BEDROOM - NIGHT ANAKIN moves restlessly in his sleep. He mutters to himself. Sweat forms on his forehead. He turns violently. He cries out.

ANAKIN No...No...No...Mom!...Don't, no, don't!

EXT. NABOO LAKE RETREAT, LODGE, BALCONY OVERLOOKING GARDENS - MORNING ANAKIN is on the balcony overlooking the gardens. After a moment, PAMDE comes onto the balcony behind him. She sees he is meditating and turns to go.

ANAKIN (eyes closed) Don't go.

PAMDE I don't want to disturb you.

ANAKIN Your presence is soothing.

Brief pause.

PADME You had a nightmare again last night.

ANAKIN Jedi don't have nightmares.

PADME I heard you.

ANAKIN'S opens his eyes and looks at her.

ANAKIN I saw my mother. I saw her as clearly as I see you now. She's suffering, Padme. She is in pain...They're killing her! (getting up) I know I'm disobeying my mandate to protect you, Senator. I know I			will be punished and possibly thrown out of the Jedi Order, but I must go. I have to help her! I'm sorry, Padme. I don't have a choice.

PADME Annie, I told you I wouldn't let you give up your future for me. I'll go with you. That way you can continue to protect me, and you won't be disobeying your mandate.

ANAKIN What about Master Obi-wan?

PADME smiles and takes his hand.

PADME I guess we won't tell him, will we?

EXT. NABOO LAKE, FLOATING LANDING PLATFORM - DAY ANAKIN and PADME step onto the landing platform from the water speeder. They enter the Naboo Starship. ARTOO BEEPS, and follows them on board. The ramp retracts.

PADDY ACCU drives the water speeder away from the platform as Anakin's Starship takes off.

EXT. TIPOCA CITY (RAINSTORM) - DAY Rain lashes the city. Below, mightly waves pound the stilts, breaking almost to the height of the platforms.

INT. TIPOCA CITY, CORRIDOR - DAY TAUN WE conducts OBI-WAN to the door of Jango Fett's apartment. TAUN WE waves his hand, and a muted bell RINGS.

As they wait, OBI-WAN notes the door lock entry mechanism. Then the door opens, and a ten-year-old boy, BOBA FETT, looks at them. He is identical to the boys in the classroom.

TAUN WE Boba, is your father here?

There is a brief pause, then BOBA FETT nods.

TAUN WE				(continuing) May we see him?

BOBA FETT Sure.

Another brief pause, then BOBA FETT steps aside, and TAUN WE and OBI-WAN go through.

INT. TIPOCA CITY, FETT APARTMENT - DAY OBI-WAN, TAUN WE, and BOBA FETT enter the apartment. OBI-WAN looks around the room.

BOBA FETT Dad! Taun We's here!

JANGO FETT comes in from the bedroom. He wears a jumpsuit. He is unshaven and mean looking, his face pitted with scars of old wounds. There are a couple of weird tattoos on his muscular forearms. He eyes OBI-WAN with suspicion.

TAUN WE Welcome back, Jango. Was your trip productive?

JANGO FETT Fairly.

OBI-WAN and JANGO FETT size each other up. BOBA FETT studies both of them.

TAUN WE			This is Jedi Master, Obi-Wan Kenobi. He's come to check on our progress.

JANGO FETT That right?

JANGO FETT'S eyes fix OBI-WAN coldly.

OBI-WAN Your clones are very impressive. You must be very proud.

JANGO FETT I'm just a simple man, trying to			make my way in the universe, Master Jedi.

OBI-WAN Aren't we all?

OBI-WAN eyes the half-open bedroom door, through which a couple of pieces of body armour can be seen on the floor. JANGO FETT registers OBI-WAN'S look. He moves in front of him, blocking the view.

OBI-WAN (continuing) Ever made your way as far into the interior as Coruscant?

JANGO Once or twice.

OBI-WAN Recently?

JANGO (eyes Obi-Wan carefully) Possibly...

OBI-WAN Then you must know Master Sido- Dyas?

JANGO Boba, close the door.

BOBA FETT moves to close the bedroom door. JANGO FETT smiles thinly at OBI-WAN.

JANGO (continuing) Master who?

OBI-WAN Sido-Dyas. Isn’t he the Jedi who hired you for this job?

JANGO Never heard of him. I was recuited by a man called Darth Tyranus on one of the moons of Bogden.

OBI-WAN No? I thought...

TAUN WE Sido-Dyas told us to expect him. And he showed up just when your Jedi Master said he would. We			have kept the Jedi’s involvement a secret until your arrival, just as your Master requested.

OBI-WAN Curious...

JANGO Do you like your army?

OBI-WAN It seems to me it's your army - being that they are all clones of you.

JANGO (grinning) They'll do their job well, I'll guarantee that.

OBI-WAN I look forward to seeing them in action. Thank you for your time, Jango.

JANGO Always a pleasure to meet a Jedi.

OBI-WAN and TAUN WE go out. The door slides closed. JANGO FETT turns to his son. He is deep in thought.

BOBA What is it, Dad?

EXT. SPACE The Naboo Starship heads toward the desert planet of Tatooine.

EXT. TATOOINE, MOS ESPA STREETS AND WATTO'S SHIP - DAY The Naboo Starship lands in a large parking lot of Spaceships on the outskirts of Mos Espa. ANAKIN and PADME ride a rickshaw through the streets. ANAKIN stares at sights he hasn't seen for years. Finally, they come to Wattos' shop, and the rickshaw stops.

ANAKIN (to the droid driver) Wait, please.

ANAKIN and PADME get down. Sitting on a stool in front of the shop is WATTO. He is using a small electronic screwdriver on a fiddly DROID. THREE PIT DROIDS are chattering away and are trying to help him, but they seem only to make him madder.

WATTO (yelling, in Huttese) No, not that one - that one!

ANAKIN (arriving) Excuse me, Watto.

WATTO (in Huttese) What?

ANAKIN (in Huttese) I said excuse me.

WATTO turns to the chattering PIT DROIDS.

WATTO (in Huttese) Shut down.

The PIT DROIDS snap into their storage position.

WATTO (continuing, in Huttese) What? I don't know you... What can I do for you? You look like a Jedi. Whatever it is... I didn't do it.

WATTO drops the screwdriver and curses loudly in Huttese

ANAKIN Let me help you with that.

ANAKIN takes the fiddly piece of equipment and starts to play with it. WATTO blinks in surprise.

ANAKIN (continuing) I'm looking for Shmi Skywalker.

WATTO looks at him suspiciously. He stares at PADME, then back to ANAKIN.

WATTO Annie?? Little Annie?? Naaaah!!

Suddenly, the fiddly piece of equipment in Anakin's hands WHIRS into life. WATTO blinks at it.

WATTO (continuing; in English) You are Annie! It is you! You little womp rat.

WATTO gives ANAKIN a big hug.

WATTO (continuing) You sure sprouted Weehoo! A Jedi! Waddya know? Hey, maybe you couldda help wit some daedbeats who owe...

ANAKIN My mother...

WATTO Oh, yeah. Shmi... she's not mine no more. I sold her.

ANAKIN Sold her...

WATTO Years ago. Sorry, Anne, but you know, business is business. Sold her to a moisture farmer named Lars. Least I think it was Lars. Believe it or not, I heard he freed her and married her. Can ya beat that?

ANAKIN Do you know where they are?

WATTO Long way from here... someplace over on the other side of Mos Eisley, I think...

ANAKIN I'd like to know.

ANAKIN'S grim look means business; WATTO gets the hint quickly.

WATTO Yeah... sure... absolutely. Let's go look in my records.

ANAKIN and WATTO go into the shop.

EXT. TIPOCA CITY (RAINSTORM) - DAY The waves crash against the water city as the storm continues. Light suddenlyt streams from the base of a landing platform as a door slides open.

INT. TIPOCA CITY, CORRIDOR - DAY OBI-WAN stands with LAMA SU and TAUN WE just inside the open door.

LAMA SU			Tell your Council the first battalions are ready. And remind them that if they need more troops, we will need time to grow them.

OBI-WAN I won't forget.

EXT. TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY OBI-WAN comes out from the tower into the driving ran. The door closes behind him. He pulls his robe around him and stands braced against the gale.

Below, a huge wave crashes against the stilts. Spray flies high and whips across the platform where OBI-WAN is standing. He walks over to his Starfighter, looks to see if anyone is watching, then turns and goes back to the door. It slides open.

INT. TIPOCA CITY, CORRIDOR - DAY OBI-WAN enters cautiously from outside. Ahead, the corridor is deserted. He moves down it.

INT. TIPOCA CITY, FETT APARTMENT - DAY OBI-WAN walks in to find the room in complete disorder. The bedroom door is wide open - clear signs of hurried departure. All of the Fetts' personal belongings are gone.

OBI-WAN goes to an ultra-thin computer screen. He punches up AN ONSCREEN PICTURE of JANGO FETT and BOBA FETT unhitching the lines securing their ship to the landing platform. JANGO FETT is wearing his armour and rocket pack. BOBA FETT climbs aboard the small Fighter.

EXT. TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY JANGO FETT picks up a case and swings it up to BOBA FETT, who stows it inside the ship. JANGO FETT picks up another case and is about to swing it, when:

BOBA FETT Dad!!

JANGO FETT turns to see OBI-WAN charging out of the tower toward him. As he runs, OBI-WAN draws his lightsaber from his belt. It flashes on.

JANGO FETT draws his gun and fires at the charging JEDI. OBI-WAN deflects the blast and swings at JANGO FETT.

The bounty hunter rockets up and over OBI-WAN, landing behind him. He fires a thin wire from his wrist pack, trying to entangle the Jedi.

JANGO FETT fire several Kamino Kyber Darts from his elbow launcher. OBI-WAN deflects them back at JANGO FETT, but they strike harmlessly against the bounty hunter's armour.

IN THE COCKPIT of Jango Fett's ship, BOBA FETT grabs the controls of a laser gun and swings it to aim at OBI-WAN.

OUTSIDE, in the driving rain, OBI-WAN and JANGO FETT circle each other, sizing each other up - feinting.

IN THE COCKPIT, each time BOBA FETT is ready to fire, JANGO FETT blocks his view of OBI-WAN.

OUTSIDE, OBI-WAN makes a sudden attack, swinging at JANGO FETT, who deflects the blows. One slices off a piece of the bounty hunter's shoulder plate. JANGO FETT rockets into the air and hovers above OBI-WAN. The Jedi spins as:

IN THE COCKPIT, BOBA FETT fires.

OUTSIDE, the laser shell streaks past OBI-WAN to strike the edge of the tower. JANGO FETT fires down at OBI-WAN. The Jedi deflects the shots back, but JANGO FETT evades them. Then he swoops down, swinging around OBI-WAN. As he shoots past, he kicks the lightsaber out of the Jedi's hand.

The lightsaber skids across the wet surface of the landing platform. OBI-WAN dives after it. JANGO FETT zooms in front of him and grabs the lightsaber. OBI-WAN punches it out of his hand.

IN THE COCKPIT, BOBA FETT watches as:

OUTSIDE, OBI-WAN and JANGO FETT grapple and fight, punching, kicking, grabbing hold, and throwing each other around. OBI-WAN grabs JANGO FETT tightly, and JANGO FETT rockets up into the air and kicks OBI-WAN loose. OBI-WAN crashes to the deck and slides toward the edge. He grapples desperately for a handhold on the slick surface.

JANGO FETT rockets down to kick at him. OBI-WAN hauls himself up. JANGO FETT zooms to the far side of the platform.

OBI-WAN uses Jedi powers to pull part of the structure loose. It hits JANGO FETT, who loses his balance, teetering on the edge. OBI-WAN charges acress, dives, and grabs hold of JANGO FETT just as he falls over the edge.

Locked together, OBI-WAN and JANGO FETT plummet down toward the raging ocean. At the last moment, JANGO FETT fires a cable out of his backpack that shoots upward and locks onto a metal strut on the underside of the platform. OBI-WAN and JANGO FETT swing and CRASH onto one of the stilts.

OBI-WAN is knocked clear and drops onto a SMALL SERVICE PLATFORM just above the waves. He hauls himself to his feet. JANGO FETT hovers in mid-air opposite him, as a HUGE WAVE crashes over OBI-WAN. When it subsides, the Jedi has disappeared.

JANGO FETT rockets up to the landing platform, where he drops down beside his ship. He clambers inside the cockpit and settles into the pilot's seat. He punches buttons. The engines ROAR.

OUTSIDE, Jango Fett's ship lifts off from the platform and heads up into the lowering sky. It disappears. Lightning flashes. Rain lashes the tower and streams across the surface of the platform, to where:

A HAND suddenlt clutches at the very edge of the platform. A moment later, ANOTHER HAND grabs hold.

EXT. TATOOINE, BLUFF OVERLOOKING HOMESTEAD - LATE DAY The Naboo Starship descends, hovers, and land on a bluff. ANAKIN and PADME get out. They look down from the edge of the bluff to where the homestead is seen on the desert floor below.

PADME Stay with the ship, Artoo.

ARTOO WHISTLES as ANAKIN and PADME start down the trail toward the homestead.

EXT. TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - LATE DAY C-3PO is working outside the homestead. He still lacks an outer covering; his inner parts and wiring show. He looks up as ANAKIN and PADME arrive,

C-3PO Good evening. May I help you?

ANAKIN Threepio?

C-3PO Oh, my... oh, my! Master Anakin! My goodness, I can hardly believe it! And this must be Miss Padme.

PADME Hello, Threepio.

ANAKIN I've come to see my mother.

C-3PO Oh, dear! I'm so terribly sorry, Master Annie.

PADME Threepio, what's happened?

C-3PO I think we'd better go inside.

EXT. TATOOINE, HOMESTEAD, COURTYARD - LATE DAY ANAKIN, PADME and THREEPIO arrive in the courtyard. THREEPIO shuffles ahead.

C-3PO Master Lars - Master Owen! Somebody to see you!

OWEN LARS and BERU WHITESUN come out into the courtyard.

ANAKIN I'm Anakin Skywalker. I'm here looking for my mother.

OWEN Owen Lars... I guess I'm your step-brother. (they shake hands) This is my girlfriend, Beru.

BERU Hello.

PADME I'm Padme.

OWEN I had a feeling you might show up some day.

ANAKIN Is my mother here?

CLIEGG No, she's not.

CLIEGG LARS swings from the house on a small floating chair. One of his legs is heavily bandaged; the other is missing. He balances awkwardly and puts out a hand.

CLIEGG (continuing) Cliegg Lars. Shmi is my wife... Come on inside. We have a lot to talk about.

INT. TATOOINE, HOMESTEAD, KITCHEN - LATE DAY BERU puts several steaming cups of ardees on a tray and exits the kitchen...

CLIEGG (O.S.) It was just before dawn. They came out of nowhere. A hunting party of Tusekn Raiders.

INT. TATOOINE, HOMESTEAD, DINING AREA - LATE DAY CLIEGG, OWEN, PADME and ANAKIN sit around the table, BERU brings the drinks from the kitchen.

CLIEGG Your mother had gone out early, like she always did, to pick mushrooms that grow on the vaporatos. From the tracks, she was about halfway when they took her. Those Tuskens walk like men, but they're vicious, mindless monsters. Thirty of us went out after her. Four of us came back. Three more are still out there looking. I'd be with them, only... I just couldn't ride any more... until I heal.

CLIEGG grimaces, easing his throbbing leg.

CLIEGG (continuing) This isn't the way I wanted to meet you, son. This isn't how your mother and I planned it. I			don't want to give up on her, but she's been gone a month. There's little hope she's lasted this long.

Silence. Then ANAKIN stands up.

OWEN Where are you going?

ANAKIN To find my mother.

PADME No, Annie!

CLIEGG She's daed, son. Accept it.

ANAKIN I can feel her pain, and I will find her. I know she's alive.

ANAKIN turns abruptly.

EXT. TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY ANAKIN stands looking across the desert. PADME comes running out of the homestead after him, followed by OWEN. ANAKIN turns to PADME.

ANAKIN You are going to have to stay here. These are good people, Padme. You'll be safe.

OWEN Take my speeder bike.

PADME Anakin...

PADME hugs him. ANAKIN walks over to Owen's speeder bike, which is standing close by.

ANAKIN I trust you'll watch over her, Owen.

OWEN Don't worry.

ANAKIN swings onto the bike. The engine fires.

ANAKIN I won't be long.

ANAKIN takes off across the desert. PADME watches him go.

EXT. SPACE, GEONOSIS The red planet of Geonosis is circled by a large asteroid field that form rings. Jango Fett's ship appears, heading toward it.

INT. COCKPIT, FETT SHIP, SPACE, GEONOSIS JANGO FETT grins at BOBA FETT.

JANGO FETT Nearly there, son.

JANGO FETT guides he ship around the asteroids. Suddenly:

BOBA FETT Dad, look!!

On the view screen, Obi-Wan's ship appears, chasing after them. JANGO FETT grabs the controls. They are thrown around as the ship plummets to try to lose OBI-WAN.

JANGO FETT Hang on!

The ship goes into a power-climb. A GREAT SPACE DDOGFIGHT ensues between OBI-WAN and JANGO FETT.

EXT. SPACE, GEONOSIS The ships flip, roll, and turn at incredible speed, didging, weaving and firing. They tumble from near misses. Hits fly off Obi-Wan's fighter as one of Jango's missiles gets through.

Finally, it seems as if OBI-WAN is getting the upper hand. JANGO FETT breaks off the fight and dives sharply. He maneuvers deftly between two huge asteroids.

In JANGO FETT'S COCKPIT, BOBA FETT flinches as asteroids pass very close by.

BOBA FETT Dad! Watch out!

JANGO FETT Stay calm, son. We'll be fine. That Jedi won't be able to follow us through this.

But Obi-Wan ship dives into the asteroid belt after them.

IN OBI-WAN'S COCKPIT, his skill is pushed to the limit as he throws the ship from side to side, avoiding great rocks. Then a huge asteroid tumbles across his path. There seem no way he can avoid it. OBI-WAN fires a couple of aerial torpedoes. They streak toward the asteroid.

IN JANGO'S COCKPIT, they see the huge explosion as Obi-Wan's ship appears to smash into the asteroid.

BOBA FETT Got him! Yeahhhhh!

JANGO FETT We won't see him again.

BOBA FETT laughs. Jango Fett's ship emerges from the asteroid belt and heads down toward the planet of Geonosis.

EXT. TATOOINE, DESERT, JAWA CAMP - SUNSET ANAKIN stands in the middle of a crowd of JAWAS. He asks them from directions. The JAWAS confer exicitedly, then the CHIEF JAWA points in a particular direction. ANAKIN gets on the bike and speeds off to where the JAWA pointed.

EXT. TATOOINE, DUNE SEA, CAMPFIRE - TWILIGHT ANAKIN rides over a large dune toward a small flickering light in the distance.

He rides up and stops the bike in front of a campfire. There are bodies of THREE DEAD FARMERS lying beside the campfire. TWO EOPIES are thethered nearby, along with a burned and smoking speeder.

EXT. TATOOINE, LANDSCAPE (FULL MOON) - NIGHT THREE DIFFERENT SHOTS. ANAKIN rids the speeder bike through three exotic landscapes. In one shot, he stops and looks down at some tracks. Then he starts up his speeder and rides off.

EXT. TATOOINE, DESERT, HOMESTEAD (FULL MOON) - NIGHT The lights of the vaporators blink in the night sky. Somewhere close by, a night animal HOWLS.

EXT. TATOOINE, HOMESTEAD, COURTYARD (FULL MOON) - NIGHT PADME is pacing the courtyard restlessly. She stops, listening to the animal HOWLING nearby. She shivers slightly, then turns and goes into the garage at the side of the courtyard.

INT. TATOOINE, HOMESTEAD - GARAGE (FULL MOON) - NIGHT PADME stands looking at a speeder parked in the garage. Short silence. Then:

C-3PO Please don't leave us, Miss Padme. These people need your help.

THREEPIO is parked in a corner.

PADME I'm not leaving, Threepio. I just can't sleep.

C-3PO That's something I cannot relate to. As a Protocol Droid, I'm either active or inactive. There's no in-between.

PADME I guess you're lucky.

C-3PO Do you really think so..? I suppose I shouldn't expect...

PADME You're not happy here?

C-3PO Oh, I'm not unhappy... and my			masters here ar so kind I			wouldn't wish to trouuble them, it's just... being like this... well, it's embarrassing.

PADME Being like what?

C-3PO Naked. If you pardon the expression. You see, when Master Annie made me, he never quite found the time to give me any outer covering. It's so humiliating. How would you like it			if you had to go around with all your circuits showing?

PADME I guess I wouldn't like it at all.

C-3PO Of course you wouldn't. Nobody would. It's simply not protocol.

PADME looks thoughtfully at a pile of spare parts and bits of metal and tools.

PADME Maybe we can do something about it.

C-3PO I don't think so. Only Master Annie...

PADME Why not? They seem to have a box of old coverings here.

C-3PO Oh? How observant of you, Miss Padme. Of course, I'm just not mechanically minded... if you see what I mean.

PADME picks up a piece of metal and holds it against him.

PADME Let's see, if we put this... here...

C-3PO Ooooh! That's tickles.

PADME You'll have to be quiet, Threepio. Hold still, please.

EXT. SPACE, GEONOSIS RINGS A huge chunk of rock tumbles slowly through the asteroid bely. CAMERA CLOSES, to discover Obi-Wan's Starship hidden in a blasted-out area on the pitted back side of the great rock.

INT. COCKPIT, JEDI FIGHTER, SPACE, GEONOSIS RINGS OBI-WAN looks out toward Geonosis and sees in the distance a large fleet of Trade Federation Ships hidden among the asteroids. He starts the engines of his fighter.

Obi-Wan's Fighter moves out from the back side of the asteroid and heads away from the asteroid field, descending toward Geonosis.

EXT. GEONOSIS, LANDING AREA - NIGHT Obi-Wan's ship skims across the top of a small mesa along the edge of a rocky ridge. He maneuvers under a rock overhang and lands. He gets out of the Fighter and walks onto the mesa. The wind whips at him. He looks around.

Geonosis is a red rock planet, featureless apart from buttes and mesas, and occasional tall stalagmites that stand out dramatically on the arid plains.

The night is quiet, except for an occasional WEIRD CRY. OBI-WAN checks his bearings, then heads away.

EXT. GEONOSIS, ROCK FACE TRAIL - NIGHT OBI-WAN climbs a steep, narrow trail. Suddenly, a CRY is heard close by. OBI-WAN stumbles slightly. His foot slips on the edge, sending a stream of peblles skittering into the darkness.

OBI-WAN listens. Silence. He draws his lightsaber but does not ignite it.

He sets off again and works his way around a narrow corner, to confront a crouching MASSIFF (a dog-sized lizard) with slavering fangs! The beast leaps at him, and OBI-WAN ignites his lightsaber as the MASSIFF knocks him on his back. Its jaws open wide. OBI-WAN stabs the creature, throws it off of him, and jumps up.

A SECOND MASSIFF jumps from behind. OBI-WAN swings around and cuts it in half. The MASSIFF flies over the cliff, HOWLING. It plummets to its death hundreds of feet below.

EXT. TATOOINE, CLIFF (FULL MOON) - NIGHT ANAKIN pulls up near the edge of a cliff. He gets off the bike and creeps to the edge. He looks over to see a Tusken camp in the oasis below. One of the huts at the edge of the camp has TWO TUSKEN GUARDS outside it.

EXT. TATOOINE, TUSKEN RAIDER CAMP, OASIS (FULL MOON) - NIGHT ANAKIN creeps through the camp, working his way from hut to hut, flattening himself against the wall,s overhearing snatches of Tusken conversation from inside, using the shadows to him him until he arrives at the hut with the TWO GUARDS. They are sitting a short distance from the door. ANAKIN wriggles around the black. He takes out his lightsaber and cuts into the base of the wall.

INT. TUSKEN RAIDER HUTT - NIGHT The lightsaber completes the hole in the wall. ANAKIN wriggles in. He pulls himself to his feet. There are candles everywhere.

A shaft of moonlight from a hole in the roof pierces the gloom of the hut. By its light, ANAKIN sees SHMI, hanging from a wooden frame in the middle of the hut.

He cuts her free, takes her into his arms, and lowers her gently to the ground. Her eyes are closed. Her face is bloodied. She has been terribly beaten. Anakin cradles her tenderly.

ANAKIN Mom... Mom... Mom...

SHMI'S eyelids flutter - and barely open. They are caked with blood.

SHMI Annie...? Is it you?

SHMI'S eyes focus slowly. ANAKIN gives a little choking gasp.

ANAKIN I’m here, Mom. You’re safe. Hang on. I’m going to get you out of here...

SHMI I’m so glad... to see you, Annie... Now... I am complete...

ANAKIN Just stay with me, Mom. I’m going to make you well again. Everything’s going to be fine.

SHMI You look so handsome. My son... my grown-up son. I’m so proud of you, Annie... so proud... I missed you so much... I love...

SHMI dies. ANAKIN draws her to his breast. There is silence for a moment. ANAKIN lifts his head, listening for a moment, then he sits on the floor of the Tusken hut, cradling his dead mother in his arms.

EXT. GEONOSIS, ROCK FACE TRAIL - NIGHT OBI-WAN arrives at the head of the trail. Far below, a flat plain stretches into the distance. He stop, peering into the darkness, where strange shapes loom indistinctly.

OBI-WAN takes a pair of electronic binoculars from his belt and puts them to his eyes. He sees a cluster of great towers like fantastic stalagmites rise from the plain below.

SLOW PAN with the binoculars, and suddenly a line of Battle Starships come into view. OBI-WAN touches the viewfinder. Between fifty and a hundred Federation Starships in near rows. Some are on platforms that are carrying the Starships diwn to an underground facility. Other platforms are rising to the surface. They carry THOUSANDS of BATTLE DROIDS that step off and file into the waiting ships. A fully loaded Starship takes off. OBI-WAN swings the binoculars upward, to see more Federation Starships.

EXT. TATOOINE, TUSKEN RAIDER CAMP, OASIS - DAWN The pale light grows. Thin tendrils of smoke rise slowly in the cold, clear air. Somewhere an dog BARKS. An OLD WOMAN comes out of one of the huts. She carries a pail. She swirls it and tosses the dirty water onto the ground.

As she goes back inside the hut, a TUSKEN CHILD runs past, dragging a stick in the sand. The CHILD runs through the line of huts, turns a corner, and stops suddenly, staring at the bodies of the TWO TUSKEN GUARDS. Between them, ANAKIN stands outside the hut door. His face is a grim mask. The CHILD stares, then there is a FLASH OF LIGHT as Anakin’s lightsaber switches on.

EXT. GEONOSIS, LANDING AREA - NIGHT OBI-WAN comes running back to his ship and climbs into the cockpit. He settles into his seat. His ARFOUR DROID beeps a happy greeting. OBI-WAN switches on his comlink.

OBI-WAN "Guiding light" to "old folks			home."

EXT. CORUSCANT, REPUBLIC EXECUTIVE BUILDING - DAY LOW ANGLE. A line of reflecting pools with splashing fountains flanked by statues on each side leads to the main entrance to the awesome building.

INT. CORUSCANT, CHANCELLOR'S OFFICE A hologram of OBI-WAN flickers in front of a group, made up of Jedi (YODA, MACE WINDU, and KI-ADI-MUNDI) and Senators (BAIL ORGANA, ASK AAK, LUMINARA, and JAR JAR). PALPATINE and MAS AMEDDA are in the middle of the group, watching with growing concern.

OBI-WAN ...Starships from the Trade Federation and the Commerce Guilds are taking deliveries of battle droids from the foundries on Geonosis.

BAIL ORGANA That's outrageous! The treaty forbids the Trade Federation from building up an army. What are they doing?!

OBI-WAN The droid foundry seems to be working at full capacity. I am going to go down and investigate. I will bring Jango Fett back home for interrogation.

PALPATINE Those Geonosian foundries are part of the Techno Union. We will call in their representatives and ask them a few very pointed questions.

OBI-WAN One more thing. Jango mentioned he was recruited by someone named Darth Tyranus. Any idea who that might be?

YODA With the forename Darth, a Sith he must be.

MACE WINDU Our missing apprentice. They are playing their hand at last.

OBI-WAN Do you believe he could be the mysterious Sido-Dyas, who made the deal for the clone army?

YODA Perhaps too many pieces are missing from this puzzle, there are.

MACE WINDU Be careful, Obi-Wan. This investigation is becoming less than routine. Do you need help?

OBI-WAN Let me see if I can figure out what's going on first.

The hologram of OBI-WAN fades off. PALPATINE stares at the spot where the hologram was in disbelief.

BAIL ORGANA The Commerce Guilds are preparing for war... there can be no doubt of that.

PALPATINE Count Dooku must have made a treaty with them.

MACE WINDU We must stop them soon before they're fully ready.

SENATOR ASK AAK The debate is over, we need that clone army now!

BAIL ORGANA Unfortunately, the debate is not over. The Senate will never be			able to approve the use of that army before the separatists attack.

Mas Amedda, who had been silent up until now suddenly speaks up.

MAS AMEDDA This is a crisis! If the Senate votes the Chancellor emergency powers, he could approve the use of the army in a minute.

PALPATINE Please, please, I don't wish to have emergency powers. That's too extreme a solution. It's akin to a dictatorship. We must rely on the Jedi. Master Yoda, how many are available to go to Geonosis?

MACE WINDU and YODA look at one another.

YODA Two Hundred,... less or more.

BAIL ORGANA With all due respect for the Jedi Order, two hundred will be no			match for hundreds of thousands of battle droids.

MACE WINDU Patience. We should wait for Obi- Wan to report back. We don't know that Count Dooku has made a treaty with the Corporate Alliance, it's speculation.

SENATOR ASK AAK But we must prepare for the worst. I'm going to propose a motion granting emergency powers to the Chancellor at the next session. We must not wait!

PALPATINE Out of the question, Senator! You and I are too closely aligned. The issue will become partisan and debates will begin. The proposal must come from a neutral source.

MAS AMEDDA If only Senator Amidala were here.

JAR JAR steps forward from the back of the group.

JAR JAR Supreme Chancellor... my august colleagues, I would be proud to propose the motion in question. This is a grave situation, and I'm			sure Senator Amidala, and the Queen of Naboo would agree.

SENATOR ASK AAK Thank you, Representative Binks.

Silence. Then PALPATINE sighs deeply.

PALPATINE If called upon, I will serve. But it will be the saddest day of my life.

EXT. TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - DAY All is quiet. BERU comes out of the house. She goes to a moisture line and starts to draw water.

INT. TATOOINE, HOMESTEAD, GARAGE - DAY PADME fixes the last piece of covering onto THREEPIO.

PADME There!

PADME stands back. OWEN is with her. They look at THREEPIO. He isn't the golden figure we know because PADME has had to use whatever stuff she could findin the garage. He is multi-coloured in several textures, but he is complete.

C-3PO Um. How do I look?

OWEN Great! You look perfect.

C-3PO Perfect? Oh, Miss Padme, I'm so happy! (extending his hand to shake hers) Oh, pardon me.

THREEPIO drops his hand and bows formally.

THREEPIO (continuing) Thank you.

He forgets formality and hugs her. PADME hugs him back, laughing.

C-3PO (continuing) Thank you! Thank you! Thank you!

OWEN (grinning) Well, Padme, I think he should be yours from now on... I know that is what my Mom would want.

C-3PO Oh, my!

Then suddenly, from outside:

BERU (V.O.) Come topside, everybody! He's back! He's back!

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INT. TATOOINE, HOMESTEAD, GARAGE - DAY A rough hologram of OBI-WAN is projected onto the garage by ARTOO. ANAKIN, PADME and THREEPIO watch the flickering image.

OBI-WAN ...Alliance have pledged their armies to Count Dooku and are forming an... Wait!... ah... attack... I don't... make it... aaaggghhh!

The hologram cuts off. ANAKIN jumps up, agitated.

ANAKIN I'm going after him!

PADME I thought the first thing he said was to retransmit his message to Coruscant.

ANAKIN Yeah, you're right, you're right.

EXT. TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY ANAKIN, PADME, ARTOO and THREEPIO leave the homestead, waving to CLIEGG, OWEN and BERU as they go into the desert.

INT. COCKPIT, NABOO STARSHIP - SUNSET ANAKIN sits down in the cockpit with PADME. THREEPIO is behind them. ARTOO is beside him. They are watching a hologram of MACE WINDU.

MACE WINDU We will deal with Count Dooku. The most important thing for you, Anakin, is to stay where you are. Protect the Senator at all costs. That is your priority.

ANAKIN Understood, Master.

The hologram switches off. PADME is looking at the readout on the ship's control panel.

PADME They'll never get there in time to save him. They have to come half way across the galaxy. Look, Geonosis is less than a parsec away.

PADME starts to hit buttons and flick switches. ANAKIN puts a hand over hers, stopping her. She stares at him.

ANAKIN If he's still alive.

PADME Annie, are you just going to sit here and let him die?? He's your friend... your mentor...

ANAKIN ...He's like my father, but you heard Master Windu. He gave me strict orders to stay here.

PADME He gave you strict orders to protect me...

PADME pulls her hand free and flicks more switches. The engines fire.

PADME (continuing) ...and I'm going to save Obi-Wan. So if you plan to protect me, you will have to come along.

ANAKIN grins and takes the controls.

EXT. TATOOINE, BLUFF OVERLOOKING HOMESTEAD - SUNSET The Naboo Starship rises from the bluff and zooms away.

EXT. CORUSCANT, JEDI TEMPLE - DAY TWO HUNDRED JEDI KNIGHTS are assembling outside the huge center of the Jedi Order.

INT. CORUSCANT, JEDI TEMPLE, COUNCIL CHAMBER - DAY The JEDI COUNCIL are assembled as MACE WINDU makes his plea.

MACE WINDU The longer we wait, the stronger Dooku's armies become. We cannot wait for the Senate to make up its mind about granting the Chancellor emergency powers, in order to be able to use that clone army... We have the authority to go now. We must go now.

All of the JEDI COUNCIL nod their approval.

YODA Agreed, Master Windu. Two hundred Jedi send. Enough, let's hope they are.

INT. CORUSCANT, MAIN SENATE CHAMBER - DAY Inside the great rotunda, the UPROAR is even louder. Opposing SENATOES yell furiously at one another.

MAS AMEDDA Order! Order!!

Finally, the uproar dies.

PALPATINE In the regrettable absence of			Senator Amidala, the chair recognises Senior Representative of Naboo, Jar Jar Binks.

Amid the conflicting storm of CHEERS AND BOOS, JAR JAR, with TWO GUNGAN AIDES, floats on his pod to the middle of the vast space. He looks at PALPATINE nervously. PALPATINE nods. JAR JAR clears his throat.

JAR JAR Senators, dellow felagates...

Laughter. Jeers. JAR JAR blushes.

MAS AMEDDA Order! The Senate will accord the Representative the courtesy of a hearing!

Comparative quiet. JAR JAR grips the edge of the podium.

JAR JAR In response to the direct threat to the Republic from the Confederacy of Independent Systems, I propose that the Senate gives immediate emergency powers to the Supreme Chancellor.

Uproar. JAR JAR looks a little sheepish.

JAR JAR (continuing) Who can deny these are exceptional times? Exceptional times demand exceptional measures! Exceptional measures demand exceptional men!

ORN FREE TAA We won't support a dictator.

SHOUTS of agreement.

JAR JAR That is the sentiment every one of us agrees with! And when the shadow of war has dispersed and the bright day of liberty has dawned once again, the power we now give to the Supreme Chancellor will be gladly, and swiftly returned. Out ancient liberties will be restored to us, burnished even more brightly than before!

Brief silence, then a rolling wave of APPLAUSE. JAR JAR beams and bows.

PALPATINE rises.

PALPATINE It is with great reluctance that I have agreed to this calling. I love democracy... I love the Republic. The fact that this crisis is demanding I be given absolute power to tule over you is evident. But I am mild by nature and have no desire to destroy the democratic process. The power you give me I will lay down when this crisis has abated, I promise you. And all I ask in return is when my			current term of office is over, you allow me to reture and live out my life in peace.

MAS AMEDDA We shall proceed to the vote. All those in favor of granting emergency powers to the Supreme Chancellor, signal ate at this time... those opposed?

EXT. SPACE The Naboo Starship heads toward the rings of Geonosis.

EXT. GEONOSIS, LANDING AREA The Naboo Starship lands.

INT. COCKPIT, NAOO STARFIGHTER - DAY ANAKIN switches off the engines. ARTOO and THREEPIO are in the navigation area of the cockpit. PADME is in the co-pilot's seat. She gets up.

ANAKIN Hey, where are you going?

PADME To find Obi-Wan.

ANAKIN gets up and goes over to her.

ANAKIN No! You're not!

He grabs her arm.

PADME Let go of me!

ANAKIN I'm not letting you go out there. It's too dangerous.

PADMÉ What?!?

ANAKIN It's my job to protect you. I said it's too dangerous. You're not going, and that's final!

PADMÉ Don't you give me orders, Annie! I'm a Senator of the Galactic Republic. You have no authority to contain me, restrain me, or direct me! You remember your place, young man. (standing up) Now you can come along and protect me or stay here. It's up to you.

PADME storms out of the cockpit of the Naboo Starfighter. ANAKIN stands scratching his head, then follows.

ARTOO BEEPS and WHISTLES.

C-3PO Yes, it is, Artoo. Most confusing. One moment they're			generating a pleasant mutual attraction and the next, waves of violent hostility. Even though I'm programmed to understand them, I doubt if I ever shall.

ARTOO WHISTLES a plaintive sigh.

INT. GEONOSIS, CORRIDORS - DAY ANAKIN and PADME enter the stalagmite city. They stop, looking around in wonder at the emptiness.

PADME (in a low voice) It's empty!

They start forward. As they pass, the surface of the pillars seems to pulse slowly and move. High above WINGED CREATURES grow from the pillars and detach themselves.

INT. GEONOSIS, CENTRAL SQUARE - DAY ANAKIN and PADME cross the square, reaching the middle. They stop suddenly as FOUR GEONOSIANS grabs them. ANAKIN reaches for his lightsaber.

PADME Wait!

TWENTY WINGED GEONOSIANS carrying weapons alight on the flagstones in front of them.

The GEONOSIANS part, and COUNT DOOKU appears. He bows courteously.

COUNT DOOKU Senator Amidala, I've heard so much about you.

PADMÉ Count Dooku, I assume.

COUNT DOOKU I'm delighted to meet you at last. We have a great deal to discuss, Senator. I hope you can keep your young Jedi under control.

PADMÉ Don't worry he's housebroken.

INT. CONFERENCE ROOM (GEONOSIS) - DAY COUNT DOOKU sits at a large conference table with PADME on the far side. ANAKIN stands behind her with FOUR GEONOSIANS GUARDS standing behind him. JANGO FETT stands behind COUNT DOOKU, and SIX GEONOSIAN GUARDS stand behind him.

PADMÉ You are holding a Jedi Knight, Obi- Wan Kenobi. I am formally requesting you turn him over to me, now.

DOOKU He has been convicted of			espionage, Senator, and will be executed. In just a few hours, I believe.

COUNT DOOKU smiles.

PADMÉ He is an officer of the Republic. You can't do that.

DOOKU We don't recognise the Republic here, Senator. But if Naboo were to join our Alliance, I could easily hear your plea for clemency.

ANAKIN grabs his lightsaber but doesn't turn it on.

PADMÉ And if I don't join your rebellion, I assume this Jedi with me will also die?

DOOKU I don't wish to make you to join our cause against your will, Senator, but you are a rational, honest representative of your people and I assume you want to do what's in their best interest. Aren't you fed up with the corruption, the bureaucrats, the hypocrisy of it all?.. Aren't you? Be honest, Senator.

PADMÉ The ideals are still alive, Count, even if the institution is failing.

DOOKU You believe in the same ideals we believe in! The same ideals we are striving to make prominent.

PADMÉ If what you say is true, you should stay in the Republic and help Chancellor Palpatine put things right.

DOOKU The Chancellor means well, M'Lady but he is incompetent. He has promised to cut the bureaucracy, but the bureaucrats are stronger than ever, no? Senator, the Republic cannot be fixed. It is time to start over. The democratic process in the Republic is a sham, a shell game played on the voters. It will not be long before the cult of greed, called the Republic, will lose even the pretext of democracy and freedom.

PADMÉ I cannot believe that. I will not forsake all I have honoured and worked for and betray the Republic. I know of your treaties with the Trade Federation, the Commerce Guilds, and the others, Count. What is happening here is			not government that has been bought out by business... it's business becoming government!

DOOKU Are you willing to betray your Jedi friends? Without your co-operation I can do nothing to stop their execution.

PADMÉ What is to happen to me? Am I to be executed also?

DOOKU I wouldn't think of such an offence. But, there are individuals who have a strong interest in your demise, M'lady. It has nothing to do with politics, I'm afraid. It's purely personal, and they have already paid great sums to have you assassinated. I'm sure they will push hard to have you included in the executions. I'm sorry but if			you are not going to co-operate, I			must turn you over to the Geonosians for justice. I've done all I can for you.

JANGO FETT moves over to ANAKIN.

JANGO FETT I'll take that weapon.

ANAKIN hesitates.

DOOKU You may cause a lot of bloodshed, my young Jedi, but you will not escape.

PADMÉ Anakin...

ANAKIN hands his lightsaber over to JANGO FETT.

INT. GEONOSIS, HIGH AUDIENCE CHAMBER - DAY ANAKIN and PADME are standing in the centre of what looks like a courtroom. Seated before them in a tall, boxed-off area is POGGLE THE LESSER, Archduke of Geonosis. He is accompanied by his underling, SUN RIT. Off to one side the Separatist Senators PO NUDU, TESSEK, and TOONBUCK TOORA. Next to them are the Commerce Dignitaries, SHU MAI, NUTE GUNRAY, PASSEL ARGENTE, WAT TAMBOR and SAN HILL of the Intergalactic Bank Clan. Along the wall about a HUNDRED GEONOSIANS wait for a verdict.

SUN RIT You have been charged and found guilty of Espionage.

POGGLE Do you have anything to say before your sentence is carried out?

PADMÉ You are committing an act of war, Archduke. I hope you are prepared for the consequences.

POGGLE laughs. COUNT DOOKU simply smiles.

POGGLE We build weapons, Senator... that is our business! Of course we're prepared!

NUTE GUNRAY Get on with it. Carry out the sentence. I want to see her suffer.

POGGLE Your other Jedi friend is waiting for you, Senator. Take them to the arena!

FOUR GUARDS take hold of PADME and ANAKIN. They are escorted out of the chamber to the sounds of chuckling.

INT. GEONOSIS TUNNEL TO EXECUTION ARENA - DAY In the gloomy tunnel, ANAKIN and PADME are tossed into an open cart. The murmur of a vast crowd is heard offscreen. GUARDS extend their arms along the framework and tie them so that they stand facing each other.

The DRIVER gets up onto his seat.

ANAKIN Don't be afraid.

PADMÉ I'm not afraid to die. I've been dying a little bit each day since you came back into my life.

ANAKIN What are you talking about?

PADMÉ I love you.

ANAKIN You love me?! I thought we decided not to fall in love. That we would be forced to live a lie. That it would destroy our lives...

PADMÉ I think our lives are about to be destroyed anyway. My love for you is a puzzle, Annie, for which I have no answers. I can't control it... and now I don't care. I			truly, deeply love you, and before we die I want you to know.

PADME leans toward ANAKIN. By straining hard, it is just possible for their lips to meet. They kiss.

ANAKIN I have no desire to be cured of this love either. Long or short, I vow to spend the rest of my life with you.

They kiss again.

The DRIVER cracks his whip over the ORRAY harnessed between the shafts. The cart jerks forward. Suddenly, there isa HUGE ROAR and blinding sunlight as they emerge into the arena

INT. GEONOSIS, EXECUTION ARENA - DAY The great stadium is packed with tier upon tier of yelling GEONOSIANS. The cart trundles to the center, where OBI-WAN is chained to one of four upright posts thatare three feet in diameter. The cart stops. PADME and ANAKIN are taken down, dragged to posts, and chained to them. PADME is in the center.

OBI-WAN I was beginning to wonder if you had gotten my message.

ANAKIN I retransmitted it as you requested, Master. Then we decided to come and rescue you.

OBI-WAN It looks like you're going a good job so far.

Their arms are pulled high above their heads, and the cart drives away. There is another ROAR as POGGLE THE LESSER, COUNT DOOKU, NUTE GUNRAY, THE FETTS and DIGNITARIES arrive in the archducal box and take their places.

SUN RIT The felons before you have been convicted of espionage against the Sovereign System of Geonosis. Their sentence of death is to be			carried out in this public arena henceforth.

The crowd ROARS and CHEERS. In the box, POGGLE THE LESSER rises. The crowd becomes quiet.

POGGLE Let the executions begin!

The crowd goes wild.

ANAKIN I have a bad feeling about this.

From different gates around the arena, THREE MONSTERS are driven in. One is a REEK (bull-like), one is a NEXU (lion-like), and one is an ACKLAY (a kind of dino-lobster). They are driven in by PICADORS carrying long spears and riding ORRAYS. The PICADORS poke the MONSTERS toward the center, then retire to the perimeter.

The MONSTERS toss their heads, looking around, ROARING or SCREECHING. Then they catch sight of the THREE CAPTIVES and start moving toward them.

OBI-WAN Take the one the left. I'll take the one on the right.

ANAKIN What about Padme?

PADME has turned around and is pulling herself up by the chain to the top of the post. Within a moment, she is standing on top of it, trying to pull the chain free.

OBI-WAN It looks like she's already on top of things.

The REEK charges ANAKIN. He jumps up, and the beast hits the post hard. ANAKIN lands onto its back, wrapping part of his chain around its horn. The REEK backs off, shaking its head angrily, which tears the chain from the post

OBI-WAN ducks around the post as the ACKLAY charges. It knocks the post flat, sending OBI-WAN sprawling. The ACKLAY crunches the post between its claws, freeing the chain. OBI-WAN leaps up and runs towards ONE of the PICADORS. The ACKLAY taks off after him.

The NEXU arrives at PADME'S post and rears on its hind legs. One top, PADME struggles to tear the chain free. The NEXU ROARS, displaying wicked, dripping fangs.

In the archducal box, NUTE GUNRAY beams and rubs his hands.

In the arena, OBI-WAN runs at the PICADOR. The ORRAY rears up. OBI-WAN grabs the PICADOR'S long spear and pole vaults over him. The chasing ACKLAY smashes into the ORRAY. It goes down. The PICADOR tumbles onto the sand, where he is grabbed by the ACKLAY and crunched.

ANAKIN's REEK starts to buck. It charges around the arena with ANAKIN hanging on for dear life. He whirls the free length of chain around his head and casts it into the REEK's mouth. Its jaws clamp hard on the chain. ANAKIN yanks hard on the chain, turning the REEK, beginning to ride it.

The NEXU's claws dig deep into the post. The cat-like creature reaches the top of the post and takes a swipe at PADME. She turns and the claw barely catches her shirt ripping it off, leaving superficial claw marks across her back. She hits the creature with her chain and it backs off down the pole. Then, PADME jumps off the post into the air. She swings around on the chain and whacks the beast hard on the head with both her feet. It tumbles back onto the sand.

In the archducal box:

NUTE GUNRAY Foul!! She can't do that... shoot her or something!

In the arena, OBI-WAN runs out from behind the fallen ORRAY and throws the spear at the ACKLAY, hitting it in the neck. It lets out a terrible SCREECH and turns on him. The NEXU springs up and makes to leap up at PADME again. She finally manages to work the chain loose. ANAKIN comes charging up on the REEK.

ANAKIN You okay?

PADME (nods, gasping) Sure! Well, sort of.

ANAKIN Jump!!!

The NEXU springs. PADME leaps from the top of the post to land on the REEK in front of ANAKIN. He hauls her upright. The REEK charges away, around the arena. The NEXU bounds after it. The REEK passes the wounded ACKLAY. The NEXU smells the blood and turns aside to attack the ACKLAY. The TWO MONSTERS fight. The crowd GROANS and BOOS.

In the archducal box, NUTE GUNRAY turns angrily to COUNT DOOKU.

NUTE GUNRAY This isn't how it's supposed to be! Jango, finish her off.

COUNT DOOKU motions for the bounty hunter to ptay put. BOBA FETT is enjoying the spectacle.

COUNT DOOKU (smiling enigmatically) Patiece, Viceroy... she will die. Maybe this is the way it's supposed to end.

OBI-WAN runs and jumps on the back of the REEK behind ANAKIN. Across the arena, the NEXU, having chewed up the ACKLAY, starts to advance toward them.

INT. COCKPIT, NABOO STARSHIP - DAY ARTOO BEEPS

C-3PO Yes, it has been rather a long time. Do you suppose something's happened to them?

ARTOO BEEPS and WHISTLES.

C-3PO (continuing) Danger? Oh no, I shouldn't think so. It looks a very dull planet to me. They should be back shortly. Just stop worrying, Artoo.

EXT. GEONOSIS, EXECUTION ARENA - DAY In the archducal box, amid the uproar, COUNT DOOKU feels a tap on his shoulder. He turns to see MACE WINDU standing behind him. COUNT DOOKU masks his surprise elegantly as he surveys the arena and sees JEDI KNIGHTS standing at every entrance and exit.

COUNT DOOKU Master Windu, how pleasant of you to join us. You're just in time for the moment of truth. I would think these two new boys of yours could use a little more training.

MACE WINDU Sorry to disappoint you, Dooku. This party's over.

MACE WINDU signals, and at stategic places around the arena there are sudden flashes of light as about ONE HUNDRED JEDI switch on their lightsabers. The crowd is suddenly silent. COUNT DOOKU'S lips curl in slight amusement.

COUNT DOOKU (to Mace Windu) Brave, but stupid, my old Jedi friend. You're impossibly outnumbered.

MACE WINDU I don't think so. One Jedi has to be worth a hundred Geonosians.

COUNT DOOKU looks around the great theater. His smile grows.

COUNT DOOKU It wasn't the Geonosians I was thinking about. How well do you think one Jedi will hold up against a thousand battle droids?

COUNT DOOKU signals. THOUSANDS OF DROIDS start to pour into all parts of the arena.

MACE WINDU draws his lightsaber, JANGO FETT draws his guns and fires at MACE WINDU, who deflects the shots. JANGO FETT and MACE WINDU jump into the arena, where they fight. BOBA FETT wacthes his Dad and the Jedi Master fight. The battle beginss. GEONOSIANS fly away everywhere. DROIDS fire at JEDI, who deflect the bolts and cult down the DROIDS. The GEONOSIAN TROOPS fire ray guns that are more difficult for the JEDI to deflect.

The REEK and the NEXU are spooked by the battle. The REEK bucks the riders off its back and stampedes around the arena, trampling DROIDS and JEDI that have moved into its path. PADME picks up a discarded pistol and joins the fight. SEVERAL JEDI run to the center of the arena and toss lightsabers to OBI-WAN and ANAKIN.

Among the crowd, JEDI cut down swaths of GEONOSIANS and DROIDS. On the sand, JEDI fight, attacking DROIDS. OBI0WAN and ANAKIN swing their lightsabers, cutting DROIDS in half. PADME blasts away at DROIDS and GEONOSIANS.

INT. COCKPIT, NABOO STARSHIP ARTOO whistles.

C-3PO I don't hear anything. (Artoo beeps) You're scaring me! Stop imagining things!

EXT. GEONOSIS, EXECUTION ARENA - DAY Among the tiers, JEDI are slowly being driven back. They have killed heaps of GEONOSIANS and have kncoked out piles of DROIDS, but sheer numbers are telling. Individual JEDI are being cut down or blasted/ The rest are retreating into the arena.

ANAKIN and PADME are back-to-back, fighting DROIDS and flying GEONOSIANS. MACE WINDU fights fiercely with JANGO FETT. Finally, the bounty hunter falls. His helmet goes flying, bouncing down the steps, tumbling and rolling, kicked here and there by random feet. The bounty hunter's body falls to the ground.

MACE WINDU runs to the center of the arena and fights back-to-back with OBI-WAN, as they swipe and mangle DROIDS.

OBI-WAN Someone's got to - shut down - these droids.

MACE WINDU Don't worry! It's being - taken care of!

EXT. GEONOSIS, FEDERATION STARSHIP - DAY KI-ADI-MUNDI leads a raiding party of about TWENTY JEDI through the lines of parked Battle Starships. They cut a swath through masses of DROIDS until they arrive at the Command Starship. Some JEDI fall. The rest cut their way up the ramps and into the Command Ship.

INT. COMMAND FEDERATION STARSHIP, CORRIDORS - DAY KI-ADI-MUNDI and teh surviving JEDI fight their way through the corridors of the Command Ship, deflecting laser bolts, slicing DROIDS.

INT. COMMAND FEDERATION STARSHIP, CONTROL BRIDGE - DAY THEY burst onto the bridge and chop down the COMMAND DROIDS. The NEIMOIDIANS flee in all directions. KE-ADI-MUNDI leans over the control panel. He locates the illuminated master switch and punches down on it. It goes dark. Instantly, all the DROIDS on the Starship and all the DROIDS in the arena FREEZE!

There is a moment of stunned silence, then the JEDI CHEER. One the bridge, PLO KOON claps KI-ADI-MUNDI on the back.

PLO KOON We've done it! Now we have a chance!

Suddenly, there is a harsh BEEPING SOUND. All the DROIDS on the Starship and all the DROIDS in the arena start fighting again! KI-ADI-MUNDI stares in disbelief and dismay.

KI-ADI-MUNDI The system's off but they're still active. That's a new feature. They are independent of the control system.

EXT. GEONOSIS, EXECUTION ARENA - DAY MACE WINDU, OBI-WAN, ANAKIN, PADME and an exhausted group of about TWENTY JEDI stand in the center of the arena surrounded by a ring of BATTLE DROIDS. The bloodied sand around them is strewn with the bodies of DEAD GEONOSIANS, SHATTERED DROIDS and JEDI.

At the foot of some steps, BOBA FETT finds his father's battered helmet. He picks it up.

KI-ADI-MUNDI and the SURVIVORS from the raiding party are herded into the arena by SUPERDROIDS. From the encircling tiers above, THOUSANDS OF BATTLE DROIDS level their weapons menacingly.

In the archducal box, COUNT DOOKU lifts his hand. The DROIDS lower their weapons. The COUNT calls out to the JEDI.

COUNT DOOKU Master Windu!

Silence.

COUNT DOOKU (continuing) You have fought gallantly. Worthy of recognition in the history archives of the Jedi Order. Now it is finished. (pauses briefly) Surrender - and your lives will be spared.

MACE WINDU We will not be hostages for you to barter with Dooku.

COUNT DOOKU Then, I'm sorry, old friend. You will have to be destroyed.

The DROIDS raise their weapons. ANAKIN and PADME clasps hands tightly. COUNT DOOKU raises his hand to give the order to fire. PADME looks up suddenlt and whispers to ANAKIN.

PADME Look!

Above, six Gunships are descending fast through the open area in the arena ceiling. They land in a cluster around the handful of JEDI. CLONE TROOPERS spill out and start firing at the DROIDS. There is a hellstorm of laserfire that bounces off the laser shields created by the Gunships. YODA appears at the door of one of the Gunships.

YODA Come on - hurry! Hurry!

The SURVIVING JEDI dash to the Gunships and scramble in. MACE WINDU hangs on tight as the Gunship, firing all its weapons, rises out of the arena up and over the topmost rim.

EXT. GEONOSIS, TERRAIN OUTSIDE EXECUTION ARENA - DAY The massed lines of parked Federation Starships and the DROIDS surrounding the arena, are themselves surrounded by thousands of Republic Starships, disgorging TENS OF THOUSANDS OF CLONE TROOPERS. Beyond, more Republic Starships are landing and spewing out troops.

INT. GUNSHIP NUMBER ONE - DAY MACE WINDU stares at the incredible sight.

YODA More battalions to the left. Encircle them we must, then divide.

The CLONE TROOPERS open fire with artillery. EXPLOSIONS wreck the parked Battle Starships. CLONE TROOPERS advance, firing at the massed DROIDS. FIGHTER DROIDS fly overhead, exchanging fire with the Gunships and JEDI fighters.

INT. COCKPIT, NABOO STARSHIP - DAY THREEPIO and ARTOO see flashes outside of the ship, exploding everywhere.

C-3PO I'm sure I heard something, this time. Didn't you? It's probably just a celebration

ARTOO lets out an EXHAUSTED BLEEP.

EXT. BATTLEFIELD, GEONOSIS LANDSCAPE - DAY Gunship #2 skims the battlefield, firing down, deflecting answering fire from the droids.

INT. GUNSHIP NUMBER TWO - DAY OBI-WAN, ANAKIN and PADME are at the open sides of the Gunship. CLONES fire down at the DROIDS below.

The Gunship slows, circling over a droid gun-emplacement. It blasts it, but suddenly the Gunship is rocked by a near miss. It lurches violently.

OBI-WAN Hold on! Look over there...

Through the other side of the Gunship, they see a Geonosian Speeder racing past. In the open cockpit is the unmistakable figure of COUNT DOOKU.

ANAKIN It's Dooku, go after him!

The PILOT starts to comply, but... there is a HUGE BLASTS, the ship lurches on its side, and PADME tumbles out.

ANAKIN (continuing) Padme!!!

ANAKIN stares down in horror as PADME hits thr ground below.

ANAKIN (continuing; to pilot) Put the ship down! Down!

OBI-WAN No! Forget her. We have to go after Dooku.

ANAKIN No we're not!! Land this ship!

OBI-WAN Don't let your personal feelings get in the way. We've got a job to do.

Below, PADME hauls herself to her feet and waves for them to go after DOOKU.

ANAKIN I don't care!.. Go back.

OBI-WAN Anakin! She's all right! Look.

ANAKIN stares out to see PADME rescued by CLONE TROOPERS.

OBI-WAN (continuing) Follow that speeder!

On the ground, PADME looks up at Gunship #2 as it speeds away after Count Dooku. OBI-WAN and ANAKIN follow the speeder to a Geonosian tower. The speeder decsends rapidly; the Gunship follows.

Count Dooku's speeder parks outside the tower; the Gunship parks next to it. OBI-WAN and ANAKIN leap down and run inside the tower.

INT. GEONOSIS, SECRET HANGER TOWER - LATE DAY COUNT DOOKU throws switches on a control panel. His Interstellar Sail Ship is guarded by a SQUAD OF SUPER BATTLE DROIDS. The doors of the exit-port slide open.

DROID CAPTAIN Your Excellency!

COUNT DOOKU turns as OBI-WAN and ANAKIN run in through the hanger doors. They draw their lightsabers. The DROIDS raise their weapons.

COUNT DOOKU That won't be necessary, Captain. Stand down. And leave them to me.

The DROIDS lower their weapons and back off to the walls. COUNT DOOKU looks at OBI-WAN and ANAKIN with slight amusement.

OBI-WAN (to Anakin) We move in together - you slowly on the...

ANAKIN I'm taking him now!

OBI-WAN Anakin, no!

ANAKIN You'll pay for all the Jedi you've killed today, Dooku.

ANAKIN charges across the open space at COUNT DOOKU, who smiles faintly, watching him come. ANAKIN raises his lightsaber. At the last moment, COUNT DOOKU thrusts out an arm, and ANAKIN is lifted up, hurled across the room, and slammed into the opposite wall. He slumps to the foot of the wall, semi-conscious. COUNT DOOKU moves toward OBI-WAN

COUNT DOOKU Kenobi, isn't it? As you can see, my Jedi powers are far beyond yours. Now, back down.

OBI-WAN I don't think so.

OBI-WAN lifts his lightsaber. COUNT DOOKU smiles.

COUNT DOOKU Ah, but if I must.

COUNT DOOKU draws his lightsaber. He and OBI-WAN start to circle each other.

COUNT DOOKU (continuing) I have spent the last ten years learning to use the power of the Dark Side. It gives me infinitely greater power.

OBI-WAN You will have to prove it.

OBI-WAN comes in fast, swinging at COUNT DOOKU'S head. DOOKU parries the cut easily. As they fight, it quickly becomes clear that DOOKU is the complete swordsman - elegant, graceful, classical - a master of the old style.

COUNT DOOKU Grand Master Kenobi, you disappoint me. Yoda holds you in such high esteem.

COUNT DOOKU parried another cut.

COUNT DOOKU (continuing) Surely you can do better...? (parries) No, I'm surprised. Has Jedi swordsmanship degenerated so			quickly, or are you trying to make fun of me? (cuts) Which is it?

COUNT DOOKU thrusts. OBI-WAN steps back quickly, panting for breath.

COUNT DOOKU (continuing) come, come, Master Kenobi. Put me out of my misery.

OBI-WAN takes a deep breath, gets a fresh grip on his lightsaber and comes in again. For a moment, he drives COUNT DOOKU back. Then Dooku's superior skill begins to tell again, and he forces OBI-WAN to retreat.

COUNT DOOKU increases the tempo of his attack. OBI-WAN is pushed to the limit to defend himself. DOOKU presses. His lightsaber flashes.

OBI-WAN is wounded in the shoulder, then the thigh. He stumbles back against the wall, trips, and falls. His lightsaber goes skittering across the floor.

COUNT DOOKU raises his lightsaber. OBI-WAN looks up helplessly. Dooku's lightsaber flashes down and CLASHES against - Anakin's lightsaber! COUNT DOOKU and ANAKIN stare eyeball to eyeball.

COUNT DOOKU (continuing) That's brave of you, boy - but foolish. I would have thought you'd have learnt your lesson.

ANAKIN I'm a slow learner.

And ANAKIN charges at COUNT DOOKU. The force of his attack catches the Count slightly off balance. Anakin's lightsaber flashes. COUNT DOOKU draws back, putting a hand to his arm. He takes the hand away and looks at the smear of blood whee Anakin has nicked him.

COUNT DOOKU You have unusual powers, young Padawan. But not enought to save you this time.

ANAKIN Don't bet on it!

OBI-WAN Anakin!

OBI-WAN uses the Force to catch his lightsaber and he tosses it to ANAKIN. With TWO LIGHTSABERS, ANAKIN attacks. COUNT DOOKU parries and ripostes. It is no contest. ANAKIN is driven back against the wall. He loses one lightsaber. Finally COUNT DOOKU, in one flashing move, sends Anakin's arm, cut at the elbow, flying still gripping his lightsaber. ANAKIN drops to the ground in agony. COUNT DOOKU draws himself up to deliver the coup de grace.

Suddenly, the great doors slide open. The DROIDS turn fast, raising their weapons. Through the thick smoke, emerges the heroic figure of YODA. He stops on the smoke-filled threashold, FOUR DROIDS lined up on either side of him, guns pointed.

Before the DROIDS can get off a shot, YODA raises his hand, and the DROIDS are flung against the far walls and crash to the floor in heaps of smoking metal.

Silence. COUNT DOOKU steps away from ANAKIN to face the Jedi Grand Master. His lightsaber whirls in a formal salute.

COUNT DOOKU Master Yoda. At last we shall know who is the most powerful.

YODA draws a miniature lightsaber out of his cane. He salutes formally.

YODA Count Dooku. No interest in contests, do I have.

COUNT DOOKU charges across the space at YODA. He rains down blows upon the tiny figure. YODA doesn't budge an inch. For the first part of the contest, he parries every cut and thrust that Dooku aims. Nothing the great swordsman tries gets through. His energy drains. His strokes become feebler, slower.

YODA attacks! He flies forward. COUNT DOOKU is forced to retreat. Wprds are insufficient to describe the range and skill of Yoda's speed and swordplay. His lightsaber his a humming blur of light.

Count Dooku's lightsaber is sent cartwheeling from his hand. He staggers back, gasping and spent, against the control panel. YODA jumps onto DOOKU'S shoulders, and is about to drive the lightsaber into the top of the Count's head.

YODA (continuing) The end for you, Count, this is.

COUNT DOOKU ...Not yet...

COUNT DOOKU raises his arms and knocks YODA off his shoulders and then, with all his might, he uses the Force to pull on one of the cranes in the hanger. It comes crashing down on OBI-WAN and ANAKIN. But in the blink of and eye, YODA is under the crane, holding it up, using the Force. YODA closes his eyes and concentrates.

ANAKIN is unconscious, and OBI0WAN tries toget out from under the crane. The fallen crane trembles and starts to life. Behind it, the sound of the Sail Ship's engines are heard starting up.

YODA concentrates harder. Slowly, the crane rises. The SOUND OF THE ENGINES increases. YODA exerts every scrap of his powers. The crane lifts clear of ANAKIN and is thrown to the ground. DOOKU'S Sail Ship takes off. OBI-WAN and ANAKIN struggle to the exhausted YODA, but it's too late. The Sail Ship rises into the air and flies away. PADMÉ and a CLONE CAPTAIN with about TEN TROOPERS appear in the doorway.

PADMÉ Anakin!

PADMÉ runs too him and throws her arms around him. ANAKIN is barely able to stand up. The CLONE CAPTAIN marches up to YODA, stops, and salutes smartly.

CLONE CAPTAIN Resistance is at an end, General. What are your orders ?

YODA looks at him and sighs.

EXT. CORUSCANT, OLD TOWN - DAWN COUNT DOOKU'S Interstellar Sail Ship glides through a deserted, burned-out part of Coruscant. COUNT DOOKU manoeuvres the ship into one of the empty buildings and lands.

INT. CORUSCANT, SECRET LANDING PLATFORM - DAWN The ramp lowers. COUNT DOOKU emerges and walks to where the hooded figure of DARTH SIDIOUS stands waiting. COUNT DOOKU bows.

COUNT DOOKU The Force is with us, my Master.

DARTH SIDIOUS Welcome home, Lord Tyranus. You have done well.

COUNT DOOKU I bring you good news, my Lord. The war has begun.

DARTH SIDIOUS Excellent. (smiling) Everything is going as planned.

EXT. CORUSCANT, JEDI TEMPLE - SUNSET The beautiful temple basks in the red glow of the setting sun.

INT. JEDI TEMPLE, COUNCIL CHAMBER - SUNSET

MACE WINDU Where is your apprentice?

OBI-WAN On his way back to Naboo. He is escorting Senator Amidala home.

They are standing, looking out through the tall windows at the great plaza below. YODA sits in his chair.

OBI-WAN (continuing) I must admit without the clones, it would not have been a victory.

YODA Victory? Victory, you say?

OBI-WAN turns and looks at the sad little Jedi sitting in the Council Chamber. Apart from KI-ADI-MUNDI and PLO KOON, who is wounded, the Chamber is empty.

YODA (continuing) Not victory, a defeat, it was... Master Obi-Wan. Begun, the Clone War has!

EXT. NABOO LAKE RETREAT, LODGE, GARDEN - LATE DAY In a rose-covered arbor overlooking the sparkling late, ANAKIN and PADME stand before a NABOO HOLY MAN.

THREEPIO and ARTOO stand by, watching, as the HOLY MAN blesses the happy couple and, amid gently falling rose petals, ANAKIN and PADME kiss.

EXT. CORUSCANT, MILITARY STAGING AREA, BALCONY - LATE DAY PALPATINE, JAR JAR, BAIL ORGANA and the OTHER SENATORS, with TWO ROYAL GUARDS, stand looking down at the square below.

TENS OF THOUSANDS OF CLONE TROOPS are drawn up in a strict formation or move forwards in near files to climb the ramps of the Military Assault Ships.

On the balcony, PALPATINE'S expression is deeply sad. Everyone watches comberly as, in the square, loaded Assault Ships take off. Other land immediately in their place. The sky above is thick with transports. CLONE TROOPS march and board the Ships.

The Great Clone War has begun...

FADE OUT:

THE END