Star Wars: Episode II - Attack of the Clones (2002)

EXT. SPAVE
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!





PAGE 83

PAGE 84

PAGE 85

PAGE 86

PAGE 87

PAGE 88







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