Wednesday, July 29, 2009

My Star Wars Episode 2 - Attack of the Clones Edit Screenplay

STAR WARS: EPISODE II: ATTACK OF THE CLOM.E.S EDIT
Screenplay by George Lucas & Jonathan Hales, Revised Third Draft, Last Revision September 5, 2005
Edits and additions by Matt Engstrom


"A long time ago in a galaxy far, far away..."

A vast sea of stars serves as the backdrop for the main title. War drums echo through the heavens as a rollup slowly crawls into infinity.


PAN UP to reveal the amber city planet of Coruscant. Two yellow Naboo Fighters fly OVER CAMERA toward the planet, followed by a large Naboo Cruiser and one more fighter.

INTERIOR: NABOO CRUISER - NIGHT

SENATOR PADME AMIDALA and CHANCELLOR PALPATINE survey the cityscape of Coruscant from behind the PILOT and NAVIGATOR as the Nubian ship descends. Two SECURITY OFFICERS stand off to one side.

PALPATINE
I must admit, Senator Amidala, I do always enjoy the Nubian Unification celebrations.

PADME
The Gungans are enthusiastic. Every year.

PALPATINE
I admire their passion for freedom and democracy. For equality. It reminds me why we come back here.

PADME
They sacrificed much to fight for their freedom and the freedom of our people.

PALPATINE
Yes, freedom requires sacrifice. From us all.

EXTERIOR: CITYSCAPE, CORUSCANT - CONTINUING

The ships skim across the surface of the city landscape. The city lights glint off the chrome hulls of the sleek Naboo spacecraft as they navigate between the buildings of the capital planet.

EXTERIOR: CORUSCANT, LANDING PLATFORM - NIGHT

Two Naboo Fighters land on one leaf of a three-leaf-clover landing platform. The Naboo Cruiser lands on the central leaf, and the third Fighter lands on the remaining platform.

A small GROUP OF DIGNITARIES waits to welcome the Chancellor and Senator.

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’m almost disappointed.

WOMAN PILOT
Why do you say that?

CAPTAIN TYPHO
There were no attempts on the Senator’s life this year. Maybe the Trade Federation is giving up on its vendetta.

WOMAN PILOT
And that bores you, does it?

Captain Typho smiles. Beyond, Artoo Detoo drops down from the Naboo Fighter.

EXTERIOR: CORUSCANT, ROOFTOP OVERLOOKING LANDING PLATFORM - SAME TIME

A SECURITY OFFICER lies dead on the roof. An armored ASSASSIN reclines at the roof edge. His battle suit covers his entires body, its silver color like camouflage against the building. He holds a long SNIPER RIFLE, and points it in the direction of the Nubian Ship below. His eyes are unseen behind his HELMET as he takes aim through a scope.

EXTERIOR: CORUSCANT, LANDING PLATFORM - NIGHT

The ramp lowers on the Nubian Ship. TWO NABOO GUARDS appear. Senator Amidala, and Chancellor Palpatine 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.

Artoo Detoo rolls toward Senator Amidala, BEEPING and making a ruckus.

PADME
What is it, Artoo?

EXTERIOR: CORUSCANT, ROOFTOP OVERLOOKING LANDING PLATFORM - SAME TIME

The assassin adjusts and takes aim. His finger squeezes the trigger. There is a FLASH of blue light, and the CAMERA PULLS BACK to reveal the smoking, sliced end of the sniper rifle. The assassin looks up.

Standing over him is a young man, ANAKIN SKYWALKER, a Jedi Padawan.

ANAKIN
When are you Trade Federation slime ever going to learn-

The assassin points a fist towards Anakin and pushes a button on his gauntlet. Triangular knives fly out from his wrist. Anakin blocks the knives with his LIGHTSABER and cuts the assassin down.

ANAKIN
(continuing)
-you’ll never harm her.

A SCRATCHING VOICE comes from the assassin. Anakin reaches down, pulls off the helmet and looks at the assassin’s FACE.

VOICE (OS)
(from radio in helmet)
...Silver Two in position. Target in sight...

SECOND VOICE (OS)
(from radio)
Silver Three ready.

ANAKIN
Padme...

EXTERIOR: CORUSCANT, LANDING PLATFORM - NIGHT

The dignitaries, including a ROBED FIGURE, start to move forward. Artoo is in a panic. From a SECOND and THIRD ROOFTOP above, closer to the landing platform, two more armored assassins rise. One carries a BLASTER RIFLE while the other hefts a ROCKET LAUNCHER. The two Naboo Guards drop dead on either side of the platform.

PALPATINE
Get down my Queen!

Chancellor Palpatine steps in front of Senator Amidala. Another SHOT from the rifle slices through his shoulder. Palpatine grabs his shoulder in pain, and looks up to see the ROCKET launching towards them. From the panicked dignitaries, the robed figure jumps forward, flips in the air, and ignites his LIGHTSABER. He blocks the second shot and deflects the laser bolt to strike the rocket. It EXPLODES, the fireball sending the third assassin over the roof edge. The robed figure is OBI-WAN KENOBI.

OBI-WAN
Stay behind me!

Senator Amidala looks after Palpatine. Palpatine manages to smile.

The second assassin fires a few more rounds, all of which are deflected by Obi-Wan. Captain Typho joins Obi-Wan and fires back. The assassin retreats across the rooftop. Captain Typho takes careful aim. Obi-Wan stops him.

OBI-WAN
No. We need him alive.

Obi-Wan looks to the ROOFTOP, where a figure drops from the higher rooftop and gives chase.

EXTERIOR: CORUSCANT, ROOFTOP - SAME TIME

Anakin races after the last assassin.

ANAKIN
Stop!

The assassin jumps into a waiting SPEEDER.

ANAKIN
(continuing)
Halt!

The helmeted assassin looks Anakin’s way as he reaches the edge of the rooftop. The speeder streaks off into the city. Anakin watches it speed away, breathless and defeated.

ANAKIN
(continuing)
Stop? Halt? Nice one, Anakin.

Another speeder pulls alongside Anakin. Obi-Wan sits at the wheel.

OBI-WAN
Get in, my Padawan.

Anakin smiles.

ANAKIN
I’m driving, Master.

Obi-Wan hesitates.

ANAKIN
(continuing)
Podracing, remember?

Obi-Wan smiles and moves over. Anakin hops in and the speeder darts away into the city after the assassin.

EXTERIOR: CITYSCAPE, CORUSCANT – MOMENTS LATER

Anakin’s eyes thin and he points at a line of traffic.

ANAKIN
There he is!

Anakin accelerates the speeder and the two Jedi rock back in their seats.

OBI-WAN
I have a bad feeling about this.

ANAKIN
Really, Master? I’m quite comfortable.

They zoom upward in hot pursuit as the assassin fires out the open window at them with his laser pistol.

ANAKIN
(continuing)
You see, me and the Force, we’re pretty close.

OBI-WAN
Close? Too close!

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. The assassin continues firing at them.

ANAKIN
I had plenty of room, Master.

They barely miss a commuter train. Obi-Wan is pale.

ANAKIN
(continuing)
Now that was close.

OBI-WAN
Just slow down! There! There he goes!

The assassin 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.

The assassin turns into oncoming traffic, deliberately trying to throw the Jedi off. Oncoming speeders swerve, trying to avoid the assassin and the Jedi. The assassin does a quick, tight loop-over and ends up behind the Jedi. He is now in a much better position to fire at them with his laser pistol. To avoid being hit by the laser bolts, Anakin slams on the brakes and moves alongside the assassin. The assassin now fires point-blank at Obi-Wan.

Laser strikes spark around Obi-Wan.

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

ANAKIN
Sorry.

Anakin slides underneath the assassin’s speeder. They race along in traffic, one speeder right on top of the other. The assassin 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.

OBI-WAN
(pointing)
Banners!

They round a corner and clip a flag, which gets caught on one of the front air scoops.

ANAKIN
Clear that, Master!

OBI-WAN
What?

ANAKIN
The flag! It’s clogged the intake! Hurry!

Obi-Wan leans out of the speeder and crawls out onto the front engine. He pulls the flag free of the scoop. The speeder lurches forward with a surge of power.

OBI-WAN
Easy easy easy!

They chase the assassin through a power refinery. The assassin shoots a power coupler, causing voltage - like lightning - to jump across a gap from one coupler to another. Anakin stays on course, piloting the speeder directly through the arc. Anakin and Obi-Wan's bodies ripple with blue power.

OBI-WAN
(jittery)
Anakin! Those were power couplings!

ANAKIN
(shaking)
We’re through them!

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

The assassin slides around a corner sideways, blocking an alley, firing point-blank as Anakin approaches. Laser bolts are everywhere. EXPLOSIONS surround them. Out of a cloud of smoke and ball of flames the Jedi tear after the assassin. They are smoking. Obi-Wan slaps out the small fire on the dashboard. The assassin goes up and down, through cross traffic. There is a near miss as a speeder almost hits them. The assassin 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
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 he is and who he's working for. This is a shortcut... I think.

OBI-WAN
(sarcastic)
What do you mean, you "think?"

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

OBI-WAN
Well, you lost him.

ANAKIN
No I didn’t, Master.

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

OBI-WAN
He went completely the other way! Once again, Anakin...

ANAKIN
Excuse me for a moment.

Anakin jumps out of the speeder. Obi-Wan looks down and sees the assassin’s speeder cruising past about five stories below.

OBI-WAN
I hate it when he does that.

Anakin miraculously lands on top of the assassin's speeder. The speeder wobbles under the impact. The assassin looks up and realizes what has happened.

The speeder accelerates. Anakin slides to the back strut and almost slips off, but manages to hang on. He works his way back. The assassin stops suddenly, and Anakin flies forward to the left front fork. The assassin 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 the assassin can't reach him. He scrambles to the top, holding onto an air scoop.

Obi-Wan sits in 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. The assassin takes out his laser pistol and fires 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 the assassin's hand. The assassin 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. The assassin struggles to pull the speeder out of its nosedive. Obi-Wan is forced to slow down by traffic and loses sight of the assassin’s speeder.

Just as the speeder is about to nosedive into the ground, the assassin pulls up, and it slides hard on the pavement in a shower of sparks. Anakin goes flying into the street.

EXTERIOR: ENTERTAINMENT STREET - NIGHT

The assassin exits the crashed speeder and runs. Anakin picks himself up off the pavement and runs after him down the very crowded street.

The street is the seedy underbelly of the city. Broken sidewalks, garish lights reflected in 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 assassin. He loses the assassin in the crowd, but soon sees him again. The young Jedi is having a very difficult time getting through the crowd. Ahead, the assassin turns in through a door and disappears. A NIGHTCLUB SIGN is flashing over the door.

Obi-Wan lands the speeder in the nearby street. He gets out and runs through the crowd toward Anakin. Anakin is just about to follow the assassin into the nightclub when Obi-Wan catches up to him.

OBI-WAN
Anakin!

ANAKIN
He went into that club, Master.

OBI-WAN
Patience. Use the Force, Anakin. Think.

ANAKIN
Sorry, Master.

OBI-WAN
He went in there to hide, not run.

ANAKIN
Yes, Master.

Obi-Wan hands Anakin the lightsaber.

OBI-WAN
Here. You dropped this.

Anakin reaches for the lightsaber.

OBI-WAN
(continuing)
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 it, Anakin.

Obi-Wan releases hold of the lightsaber.

ANAKIN
I’m trying, Master.

Obi-Wan walks ahead through the club entrance. Anakin follows him.

OBI-WAN
Yes, you are trying, my Padawan. One day you’ll be the death of me?!

INTERIOR: NIGHTCLUB – MOMENTS LATER

Obi-Wan and Anakin enter the nightclub bar, and everyone stares at them

OBI-WAN
Can you see him?

ANAKIN
No, but he’s here. I can feel it.

OBI-WAN
Good...
(nods to the room)
Go and find him.

Obi-Wan goes away.

ANAKIN
Where are you going, Master?

OBI-WAN
For a drink.

Obi-Wan heads for the bar. Anakin blinks in surprise and 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.

Anakin does not notice the door to the MALE BATHROOM closing shut.

INT. – NIGHTCLUB BATHROOM - SAME TIME

GRAFFITTI mark the tiled walls. A DRUNK ALIEN with four arms stands before a rusty trough, SINGING a song. Three of his arms sway. The sound of the DOOR LOCKING interrupts him. The assassin approaches, his arm suddenly around the drunk alien’s neck. There is a CRACK.

INT. - NIGHTCLUB - MOMENTS LATER

At the bar, a glass is placed in front of Obi-Wan. A drink is poured. He lifts the glass. A sleazy bar patron named ELAN SLEAZEBAGGANO steps up to Obi-Wan.

ELAN SLEAZEBAGGANO
You 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.

INT. – NIGHTCLUB BATHROOM - SAME TIME

CLOSE ON – WASTE CHUTE

The assassin’s clothing is shoved into the waste chute. He shoves his helmet in last.

INT. – NIGHTCLUB - MOMENTS LATER

Anakin mills through the crowd, determined to find the assassin. The bathroom door opens and a MAN exits, wearing the clothes of the drunk alien. He passes right by Anakin, and Anakin turns to watch him leave, suspicious. Just as the man is about to leave the bar he turns, and Anakin see his face. It is the same face as the assassin he cut down on the rooftop earlier!

ANAKIN
Master!

The man runs out the door. Anakin follows.

Obi-Wan downs another drink, and leaves a few Republic Credits on the bar.

OBI-WAN
Keep the change.

He runs out the nightclub door.

EXTERIOR: ALLEY OUTSIDE NIGHTCLUB – NIGHT

Obi-Wan steps up next to Anakin, whose lightsaber is drawn and glowing. The man stands facing the wall at the end of the alley, trapped in a dead end. CURIOUS ALIENS start to gather behind the two Jedi. Obi-Wan faces them.

OBI-WAN
Stay back everyone. Jedi business.

Anakin is focused on the man.

ANAKIN
It’s over! You’re coming with us! Put your weapon down!

The man turns. He raises his laser pistol to his head.

MAN
It’s not over. There are more of us. Many more.

ANAKIN
No!

The man kills himself, his body dropping to the alley floor. The alien crowd SCREAMS and shrieks. Some CHEER, entertained. The two Jedi approach the man’s body.

OBI-WAN
Why would he kill himself?

ANAKIN
I’ve seen his face before, Master. Up on the rooftop...

The Jedi stop above the man’s body, looking down at his FACE.

ANAKIN
(continuing)
The other assassin looked the same. Identical.

OBI-WAN
Twins?

ANAKIN
I don’t think so.

OBI-WAN
I sense it too, my Padawan. An absence.

ANAKIN
You’re right, Master. They’re not human...

EXTERIOR: SENATE BUILDING - DAWN

The massive Senate Building glistens in the morning sun. Small patches of fog have still to burn off.

INTERIOR: SENATE CHAMBER - CONTINUING

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. His arm is in a sling, his wounded shoulder bandaged in a healing accelerator.

The Senate erupts with applause, aware of the Chancellor’s heroic act.

PALPATINE
...My esteemed colleagues, excuse me... You are all well aware of the most recent attempt on Senator Padme Amidala’s life. My wound attests to the harsh reality of the foe we face. The Separatists are becoming more bold and confident as we speak. Negotiations do continue with the leaders of the secession movement, but Senator Amidala and I have always feared that the Separatists are preparing for war.

The Senate chambers are silent.

PALPATINE
Ten years ago Senator Amidala and the peoples of Naboo fought against the forces of this gathering threat to the Republic. She has paid the price ever since, and after yesterday’s assassination attempt is now forced into hiding. I’m sure I speak for all of you in saying that our thoughts are with her...

INT. – SENATOR AMIDALA’S QUARTERS

Four SECURITY OFFICERS guard the door, rifles in hand. Inside, Senator Amidala speaks with her trusted counsel, REPRESENTATIVR JAR JAR BINKS. Jar Jar stands upright and regal in flowing robes – obviously much has happened in the last ten years. The conversation is animated, but unheard. Padme does not like being forced into hiding.

INT. – SENATE CHAMBERS

Palpatine stands before the Senate. His face reflects the pressures of the vote at hand. The Senators surrounding him are enraptured.

PALPATINE
Senator Amidala has been at the forefront in endorsing the creation of an Army of the Republic. Is this recent assassination attempt an act of revenge for her past actions? Or, is it an attempt to silence her now? Dearest Senators, I feel our gravest fears are now being realized. We must fund the formation of an Army of the Republic before it is too late.

The Senate stirs to life.

PALPATINE
This is only one man’s humble opinion. We must make this important decision together. But I must ask one thing of each and every one of you - remember the faces of our enemies. They look like you and me. They once were seated in this very chamber. They were once our friends. They can be again. Our negotiations with the Separatists may succeed. But holding onto hope does not excuse inaction to ensure the defense of our democracy. I open the floor to debate.

EXTERIOR: JEDI TEMPLE - DAY

The tall spires of the Jedi Temple stand out against the blue sky.

INT. JEDI TEMPLE – POST-MORTEM ANALYISIS ROOM

The room is vast, white and clean, with overhead steel rails in the ceiling in a complicated pattern. OPERATING TABLES line the floor, and an overhead CRANE DROID darts from a steel hole in one wall, fetching three BODY CYLINDERS and setting them on the operating tables.

Obi-Wan, Anakin, MACE WINDU, and YODA stand near the three operating tables. An ANALYSIS DROID rolls close and opens the three cylinders. CRYOGENIC FOG clears over the THREE BODIES. They all look alike.

MACE WINDU
These are the three assassins?

ANAKIN
Yes. I saw two of them clearly.

ANALYSIS DROID
The third assassin was recovered on the street below. Some re-integration was necessary to conclude a positive identification match.

Mace Windu and Yoda look at Obi-Wan questioningly, raising their eyebrows.

OBI-WAN
He fell off the roof. It was a long way down.

MACE WINDU
What were the results of your analysis?

ANALYSIS DROID
The genetics are a perfect match, which suggests that they are identical triplets. But their cellular structure throughout contains evidence of division stimulation and accelerated growth hormones.

YODA
Clones they are.

OBI-WAN
Clones? They’ve been outlawed for centuries!

MACE WINDU
We live in troubling times, Obi-Wan. The rule of law means nothing.

ANAKIN
To some...

OBI-WAN
Where did the clones come from? Do we have any idea?

ANAKIN
I think we all know, Master.

YODA
Where they came from we must find. And for what purpose? Of utmost importance these questions are.

MACE WINDU
Your Padawan has all but said it, Obi-Wan. The presence of the clones and the strengthening of the Separatist Movement is no coincidence.

ANAKIN
The last one said there were many more of them.

OBI-WAN
It’s true.

MACE WINDU
I feel Senator Amidala’s life is still in danger.

ANAKIN
I’ll protect her!

Obi-Wan gives Anakin a stern look. Anakin bows his head.

ANAKIN
If the Council wills it.

YODA
Confer with the Council we must.

INTERIOR: JEDI TEMPLE, COUNCIL CHAMBER - DAY

Obi-Wan and Anakin stand in the center of the Council Chamber. The members of the Jedi Council are seated in a circle surrounding the two Jedi.

YODA
Track down these clone assassins, you must, Obi-Wan.

MACE WINDU
Most importantly, find out who’s creating them and why.

OBI-WAN
What about Senator Amidala?

YODA
Handle that, your Padawan will.

MACE WINDU
Anakin, escort the Senator back to her home planet of Naboo. She'll be safer there. And don't use registered transport. Travel as refugees.

ANAKIN
It will be very difficult to convince Senator Amidala to leave the Capital, given the current debate in the Senate.

YODA
Until caught these killers are, our judgement she must respect.

MACE WINDU
Anakin, go to the Senate and ask Chancellor Palpatine to speak with her.

Anakin exits the Council Chamber. Obi-Wan waits to make sure he is gone.

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

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

MACE WINDU
The boy has exceptional skills. It is time to trust him to them.

OBI-WAN
But he still has much to learn. His abilities have made him... well, arrogant.

YODA
Yes, yes. It's a flaw more and more common among Jedi. Too sure of themselves they are. Even the older, more experienced ones.

MACE WINDU
Remember, Obi-Wan. If the prophecy is true, your apprentice is the one who will unite Dark and Light and bring the Force back into balance. Anakin may be the Chosen One.

OBI-WAN
If he chooses the right path.

INTERIOR: SENATE BUILDING, PALPATINE'S OFFICE - DAY

TWO RED-CLAD ROYAL GUARDS stand guard on either side of the door. Anakin and Palpatine stand at the window of Palpatine's office and look out over the vast city.

PALPATINE
I will talk to her immediately. The Senate is dutifully locked in debate for the next few days. An extended recess for something so important as this will not grind the government to a halt, will it?

ANAKIN
I fear she will refuse to go.

PALPATINE
Senator Amidala will not refuse an executive order, if it comes to that. I am so relieved the Council chose you for this assignment, my young Padawan.

ANAKIN
Thank you, your Excellency.

PALPATINE
And this is your first assignment, is it not? Your patience has finally paid off.

ANAKIN
Your guidance more that my patience.

PALPATINE
These little talks of ours? You give me far too much credit. This success is yours and yours alone, Anakin.

Anakin only looks out on the city.

PALPATINE
And the Republic will be in your debt. The thought of losing Senator Amidala is unbearable.

ANAKIN
I feel the same.

PALPATINE
Yes. In time you will learn to embrace your feelings. They will make you strong. Powerful. Anakin, you are the most gifted Jedi I have ever met. I see you becoming the greatest of all the Jedi.

EXTERIOR: APARTMENT BUILDING - DAY

A graceful skyscraper shines in the daylight of Coruscant.

INTERIOR: APARTMENT BUILDING ELEVATOR - DAY

Anakin and Obi-Wan ride in a windowed elevator attached to the outside of the Senate Building. They are on their way to Senator Amidala's apartments. Anakin nervously rearranges his robes. Obi-Wan reaches out and swipes sweat off Anakin’s brow.

OBI-WAN
You're sweating. Relax. Take a deep breath.

ANAKIN
Besides the brief glimpse last night, I haven't seen her in ten years, Master.

OBI-WAN
She's not the Queen anymore, Anakin.

ANAKIN
That's not why I'm nervous.

INTERIOR: APARTMENT BUILDING, APARTMENT CORRIDOR - TWILIGHT

Outside the door to the apartment stands Captain Typho. His eyes brighten as he sees the Jedi exit the elevator, and he turns to open the door.

CAPTAIN TYPHO
Senator Amidala is expecting you, Master Kenobi.

OBI-WAN
Thank you.

CAPTAIN TYPHO
No, thank you. If it weren’t for you two, we’d be dead.

The door to the apartment slides open. Obi-Wan and Anakin enter as Padme and Jar Jar talk, standing near the door of the anteroom to Padme's bedroom. Beyond, DORMÉ moves about packing luggage.

PADMÉ
I'm taking an extended leave of absence. It will be your responsibility to take my place in the Senate. Representative Binks.

JAR JAR
I’m honored...

OBI-WAN
Senator Amidala...

Padme and Jar Jar turn. Padme smiles and rushes over to greet Obi-Wan.

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

Padme takes his hand in hers.

PADMÉ
The pleasure is all mine, Master Kenobi. Thank you. Thank you both. I owe you my...

She moves in front of Anakin.

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

They look at each other for a long moment. Anakin takes her hand in his.

ANAKIN
It’s been ten years, and you are just as beautiful, Padme.

He kisses her hand. Obi-Wan’s eyes widen a fraction.

PADME
Thanks to you...

Anakin lets go of her hand and Padme pulls the JAPOR SNIPPET carving, the gift Anakin gave her, out from around her neck.

PADME
...luck has been with me.

ANAKIN
You kept that?

PADME
I’ve worn it every day since. I’m surprised you remember it.

ANAKIN
Of course I do.
(laughing)
I was so scared when I gave that to you. A lousy wooden gift for a handmaiden to the Queen, who turned out to be the Queen! I was so embarrassed.

PADME
It was cute. And it worked. I guess I’m superstitious.

ANAKIN
I guess I am too. I kept the shavings with me. To remember you by. For a while...

Obi-Wan clears his throat. The two finally realize that Obi-Wan and Jar Jar are still in the room.

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

Anakin’s smile fades.

PADMÉ
Jar Jar. I don't wish to hold you up any longer. The Senate is in session, and I'm sure you have a great deal to do. I’m counting on you.

JAR JAR
Of course, M'Lady. I won’t let you down.

Jar Jar bows and goes out.

ANAKIN
(whispering)
We’ll catch up later, Jar Jar.

Anakin punches Jar Jar playfully on the shoulder. Jar Jar winks with a smile and exits the apartment.

PADMÉ
Chancellor Palpatine informed me of the Jedi Council’s decision. I don’t like this idea of hiding, Master Kenobi.

OBI-WAN
If there are more of them out there, your life is still in danger. Anakin will see to it that you are safe...

Obi-Wan looks his way. His look is confident, but communicates much to his Padawan.

OBI-WAN
...while I search out these assassins.

PADMÉ
I want to know who is responsible for this. Not just for my own safety, but for the security of the Republic. We must know if the Separatists are attempting...

OBI-WAN
And we will, M’lady. You have done your duty. Now allow us to do ours.

EXTERIOR: CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - EVENING

A small bus speeds toward the massive freighter docks of Coruscant's industrial area. The spaceport is bustling with activity. Transports of various sizes move supplies and passengers as giant floating cranes lift cargo out of the starships. The bus stops before a huge, intergalactic freighter starship. It parks in the shadows of an overhang.

INTERIOR: CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - EVENING

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.

CAPTAIN TYPHO
Be safe, M'Lady.

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

DORMÉ
He'll be safe with me.

They laugh, and Padme embraces her faithful handmaiden. Dorme starts to weep.

PADMÉ
You'll be fine.

DORMÉ
It's not me, M'Lady. I worry about you. What if they realize you've left the Capital?

PADMÉ
(looks to Anakin)
Then my Jedi protector will have to prove himself.

Dorme and Padme smile. Anakin straigthens as Obi-Wan pulls him aside.

OBI-WAN
Anakin.

ANAKIN
Yes, Master?

OBI-WAN
The Force is strong with you, my Padawan. Seek its will. Listen for its quiet voice.

ANAKIN
I will.

Obi-Wan looks him in the eyes.

OBI-WAN
Most importantly, clear your mind and heart of all... distractions.

ANAKIN
You can trust me, Master.

OBI-WAN
I know.
(he smiles)
I do, my Padawan.

The two Jedi walk towards Padme and the others.

OBI-WAN
(to Padmé)
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.

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
Anakin, 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 am too. You’re my first assignment on my own.
(looking at Artoo)
But don't worry. We've got Artoo with us.

They 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 do anything foolish.

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

EXTERIOR: FREIGHTER DOCKS - CORUSCANT - EVENING

The freighter slowly takes off from the huge docks area of Coruscant. It soon moves into the crowded, sunset skies. The sun sets, the lights of the city brightening.

EXTERIOR: JEDI TEMPLE - NIGHT

The main entrance at the base of the huge Temple is bustling with activity. Jedi leave for the night, while Obi-Wan walks past them on his way inside.

INTERIOR: JEDI TEMPLE, MAIN HALLWAY - NIGHT

From high above, moonlight streams down from the lofty ceilings. Obi-Wan crosses the floor of the great hallway, heading for the Research Rooms.

INTERIOR: JEDI TEMPLE, RESEARCH CUBICLES - NIGHT

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 SP-4 RESEARCH DROID comes to life. A VIEWING SCREEN rises out of the console.

SP-4
What is your inquiry?

OBI-WAN
I need a detailed list of all planetary systems with humanoid cloning capabilities. sorted by species of life cloned.

SP-4
One moment, please.

Diagrams and data appear on the screen, scrolling past at great speed. Obi-Wan watches as the screen goes blank.

SP-4
There are no planetary systems capable of humanoid cloning. Human cloning was outlawed three-hundred fifty-three years ago during the Ethics Renaissance. Full human clones have never successfully been grown.

OBI-WAN
Time’s have changed, apparently.

SP-4
Next inquiry?

OBI-WAN
Can you sort planetary systems with cloning capabilities by species of life cloned?

SP-4
One moment, please.

Data fills the screen. The list is long.

OBI-WAN
Beasts of burden... Food supplies... Terraforming species... This is not what I’m looking for. I need the list ranked from most complex genetic structure to least.

SP-4
One moment, please.

OBI-WAN
One moment. Yeah right. I’ve ordered drinks from service droids faster than...

The top of the list flashes on the screen. A microscopic photo accompanies the text.

OBI-WAN
A virus? More information of the first entry, please.

Obi-Wan reads the text as the research droid speaks the same words.

SP-4
The Subatto Virus was cloned successfully by the Kaminoans, contracted by the Republic during the Second Mandalorian War to produce a programmable bio-weapon. Bio-weaponry was outlawed during the Ethics Renaissance...

OBI-WAN
Programmable clones... Bio-weaponry. Coordinates of the Kamino system, please.

SP-4
Coordinates unknown.

OBI-WAN
Coordinates unknown?

SP-4
Can you please reword the question?

OBI-WAN
That’s strange. Thank you for your assistance.

SP-4
My pleasure.

Obi-Wan rises from the research cubicle.

INTERIOR: JEDI TEMPLE, ARCHIVE LIBRARY - NIGHT

A bronze bust of Count Dooku stands among a line of other busts of Jedi in the Archive Room. Obi-Wan stands in front of it, studying the striking features of the chiselled face, deep in thought.

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 archive 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
Master Obi-Wan. I should’ve foreseen that you would still be here at this hour.

OBI-WAN
(distracted in thought)
Old habits from my years as a Padawan learner...

JOCASTA NU
Did you call for assistance?

OBI-WAN
(finally pulling his eyes away)
Yes... yes, I did...

JOCASTA NU
Count Dooku. He has powerful features, 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 left the Order.

JOCASTA NU
Count Dooku 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 gazes at the bust.

JOCASTA NU
He strove to increase his power as a Jedi. As Master Yoda would often say, “The best he wants to be.” With a lightsaber he had no match. His knowledge of the Force was... unique. In the end, I think he left the Order because he lost faith in the Republic. He believed that its politics were corrupt, and he felt the Jedi betrayed themselves by serving the politicians. He found like minds in the Separatist Movement, it appears.

OBI-WAN
I’ll never 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 up on any of the archive charts.

JOCASTA NU
Kamino? I believe that is near the Blythus System... Let me see...

Jocasta Nu leans over Obi-Wan'S shoulder, looking at the screen.

JOCASTA NU
Do you have coordinates?

OBI-WAN
(shaking his head)
According to my research, its coordinates are unknown.

Jocasta Nu taps the keyboard and frowns.

JOCASTA NU
No coordinates? Are you sure it exists?

OBI-WAN
Absolutely.

JOCASTA NU
Let me do a gravitational scan in the area.

Obi-Wan and Jocasta Nu study the star map hologram.

JOCASTA NU
There are some inconsistencies here. Maybe the planet you're seeking 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’m sorry, but it looks like the system you're searching for doesn't exist.

EXTERIOR: SPACE, STARSHIP FREIGHTER

The massive, slow-moving Freighter moves through space.

INTERIOR: STARFREIGHTER, STEERAGE 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 holding two bowls. With one of his little claw arms, he grabs a chunk of something that looks like bread.

Artoo slips a tube into a tub of mush and sucks up a large quantity. A SERVER sees him.

SERVER
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 Anakin and Padme's table 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 and rests her hand on his arm. He wakes up with a start, then realizes where he is. Padme simply looks at him. He stares back, somewhat confused.

ANAKIN
Wh-What?

PADMÉ
You were having a nightmare.

Anakin nods, blinking his eyes, still waking up.

PADMÉ
(continuing)
It sounded like it was about your mother?

ANAKIN
Yes... Lately I’ve been seeing her again in my dreams... nightmares. She’s screams my name.
(he rubs his arms)
I left Tatooine so long ago. I worry about her...

Padme gives Anakin a sympathetic look. She hands him a bowl of mush and bread.

PADMÉ
Are you hungry?

ANAKIN
Yeah.

Padme takes the food from Artoo and sets it on a make-shift table. Anakin rises and takes a seat as she places a bowl in front of him.

ANAKIN
Thanks.

PADMÉ
We exited lightspeed a while ago.

ANAKIN
Exited? We can’t be there already.

PADME
We’re waiting for the next vacancy along our charted course. Starfreighters are forced to take what they can get.

Anakin looks into Padme's eyes.

ANAKIN
I’ll take what I can get. I long to see Naboo again. I remember vivid blues and greens. The scents of life. I felt so alive there, surrounded by beauty.

PADMÉ
It may not be as you remember it. Time changes perception.

ANAKIN
Sometimes it does... Sometimes for the better.
(beat)
Are we still talking about Naboo?

PADME
Are you?

ANAKIN
Mostly.

Padme looks away.

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?

PADMÉ
(smiling, seizing on the change in subject)
I can’t imagine what being a Jedi is like. It must be difficult... not being able to visit the places you like... or do the things you want to do...

ANAKIN
Or be with the people I love.

PADMÉ
Are you allowed to love? I thought it 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, Annie... Anakin.

Anakin smiles.

ANAKIN
You haven't, Padme. You're exactly as I remember you. I doubt if Naboo has changed much either.

PADMÉ
It hasn't...

They smile at each other.

INTERIOR: JEDI TEMPLE, MAIN HALLWAY - DAWN

Obi-Wan walks through the main hallway to the training area. He is groggy and tired. The rising sun shines through the windows.

INTERIOR: JEDI TEMPLE, TRAINING VERANDA - DAWN

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 turn off their lightsabers.

YODA
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, but the system doesn't show up on the archive maps.

YODA
Lost a planet, Master Obi-Wan has. How embarrassing... how embarrassing. Liam, the shades. An interesting puzzle. Gather, younglings, around the map reader. Clear your minds and find Obi-Wan's wayward planet, we will.

The reader is a small shaft with a hollow opening at the top. The children gather around it. Obi-Wan takes out a little glass ball and places it into the bowl. The window shades close, the reader lights up and projects 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...

YODA
Most interesting. Gravity's silhouette remains, but the star and all its planets have disappeared. How can this be? Now, younglings, in your mind, what is the first thing you see? An answer? A thought? Anyone?

There is a brief pause. Then a child puts his hand up. Yoda nods.

JEDI CHILD JACK
Master? 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. The Padawan is right. Go to the center of the gravity's pull, and find your planet you will.

Yoda and Obi-Wan move away from the children. With a hand movement, Obi-Wan causes the star map to disappear. Obi-Wan uses the Force to call the glass ball back to his hand as the two walk into an adjoining room.

OBI-WAN
But Master Yoda who could have erased information from the archives? Is it even possible?

YODA
(frowning)
Dangerous and disturbing this puzzle is. Only a Jedi could have erased those files...

OBI-WAN
Or a former Jedi.

YODA
Meditate on this, I will. May the Force be with you.

Obi-Wan leaves the room as Yoda walks back toward the children.

EXTERIOR: 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.

EXTERIOR: NABOO PALACE, GRAND COURTYARD - AFTERNOON

The speeder bus pulls up and stops. Padme, Anakin, and Artoo get out. The great courtyard stretches before them, and they see the rose-colored domes of the palace on the far side. Artoo WHISTLES. Anakin pauses, closes his eyes, allows the sun the warm his face, and breathes deep the air.

PADME
Are you ready?

ANAKIN
Just a minute. I’m listening for the waterfall.
(opens his eyes)
It’s just as I remember it.

PADME
(smiling)
That sound has always been with me.

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

PADMÉ
(laughing)
I doubt that.

ANAKIN
Why do you say that?

PADME
It’s in your name, Anakin Skywalker. You were born to tread the skies. Not grow roots underfoot.

ANAKIN
Anakin Rootgrower... I kind of like the sound of that.

They smile and laugh, eyes gleaming. They pick up their gear and start to cross the courtyard toward the palace. Artoo trundles behind them.

INTERIOR: NABOO PALACE, THRONE ROOM - AFTERNOON

NO ONE is seated on the throne, flanked by GOVERNOR SIO BIBBLE and a COUPLE OF ADVISORS, both Nubian and Gungan. GUARDS are at the doors.

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

PADMÉ
Thank you, Governor. I only wish I could have served you better by staying on Coruscant for the vote.

SIO BIBBLE
Given the circumstances, Senator, you had no choice.

PADME
Which is precisely what they wanted.

SIO BIBBLE
How many systems have joined Count Dooku and the Separatists?

PADMÉ
Thousands. And more are seceding from the Republic every day.

SIO BIBBLE
Civil War is coming. The Senate must see that!

PADME
I trust that they will. We must have faith in the Republic.

SIO BIBBLE
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, Governor. 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?! The Jedi Council has charged me with providing your security, M'Lady.

Sio Bibble and Padme exchange a look. Something is going on here.

PADMÉ
Anakin, 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)
As you wish, M'Lady.

SIO BIBBLE
Perfect. It's settled then. I’ll arrange transport for you to the Lake Country.

ANAKIN
I’d prefer if I pilot the transport, Governor. No one must know where we are.

SIO BIBBLE
Of course.

Anakin glares at Padme. Padme nods in affirmation. Anakin cannot help but allow a small smile.

PADME
Before we leave, I’d like to say hello to my parents first.

ANAKIN
(disagreeing)
M’lady...

PADME
Seeing my parents will not endanger our anonymity. Trust me.

EXTERIOR: THEED, ROYAL CEMETERY - DAY

Anakin, Padme and Artoo stand before an ornate MASOLEUM. Bas relief statues of a King and Queen of Naboo in the prime of life are carved into the façade. Padme sets a bouquet of FLOWERS on the steps rising to the locked gate. Inside, two stone caskets lay side by side.

ANAKIN
I’m sorry, Padme. I didn’t know. I don’t know why... I just never thought...

PADME
It’s okay, Anakin. My parents died a long time ago, when I was very young.

ANAKIN
What happened?

PADME
They were murdered. Assassinated...

The CARVED FACES look down on them as if sad.

PADME
Bitten while sleeping in each other’s arms. By a creature not native to our planet. The venom killed them almost instantly... almost...

ANAKIN
Who did it?

PADME
I don’t know. The assassin was never found. It remains a mystery to this day.

Anakin looks around the cemetery. It suddenly feels too close; too quiet.

ANAKIN
Come. We best leave.

EXTERIOR: THEED, TRANSPORT PLATFORM – DAY

Sio Bibble sees Anakin, Padme and Artoo off. Anakin loads the luggage into the NUBIAN TRANSPORT. Artoo pulls a small bag along, trying to help.

SIO BIBBLE
Please do be careful, M’lady.

PADME
We will, Governor.

SIO BIBBLE
The Republic cannot afford to lose you, and neither can I.

ANAKIN
Do not worry, Governor. I will protect her.

Sio Bibble nods. The three climb into the transport and it rises to fly out over the city. Sio Bibble watches it leave, a grim look on his face.

EXTERIOR: SPACE

The view is just like the star map hologram, plus, the storm-shrouded planet of Kamino is exactly where it ought to be. Obi-Wan's Starship disengages from the hyperspace transport ring and flies OVER CAMERA and heads down toward the planet.

OBI-WAN
There it is, Arfour. Our missing planet, Kamino. Someone deleted it from the archive.

Arfour bleeps.

OBI-WAN
That’s right. And we’re going to find out why.

EXTERIOR: TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY

Heavy rains 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 howling 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.

INTERIOR: TIPOCA CITY, CORRIDOR ENTRANCE - DAY

A Brilliant white light. Obi-Wan pushes the soaking hood from his face.

TAUN WE
Master Jedi, so good to see you.

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
The Prime Minister expects you.

OBI-WAN
(warily)
I'm expected?

TAUN WE
Of course! He is anxious to meet 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.

INTERIOR: 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 his chair, 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 indicates a chair. Obi-Wan remains standing. 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’ve chosen to visit us at the best part of the season.

OBI-WAN
You make me feel most welcome.

LAMA SU
Please...
(gestures to chair)
And now to why you are here. 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 Tyranus 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 Tyranus. He's still a leading member of the Jedi Council, is he not?

OBI-WAN
Of course. He sent me here to inspect the... units.

LAMA SU
It’s a shame he did not come himself. I'm sure he would be proud of the army we've built for him.

OBI-WAN
The army?

LAMA SU
Yes, a clone army. Human, no less. And, I must say, one of the finest we've ever created.

OBI-WAN
Tell me, Prime Minister, when my Master first contacted you about the army, did he say who it was for?

LAMA SU
This army is for you. For the Jedi Council. For the Republic! Master Tyranus had such plans for this army. He said it would be used to free the Republic.
(he stands)
Come. Let me show you.

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

Obi-Wan and Lama Su walk toward the door.

EXTERIOR: 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 CLONE TROOPERS, faces covered by helmets, are marching and drilling in formations of several hundred. They look identical to the CLONE ASSASSINS.

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

Obi-Wan nods slowly.

LAMA SU
And battle-tested.

OBI-WAN
I know.

LAMA SU
I trust they performed to specifications?

OBI-WAN
They were well trained.

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 named Jango Fett. Master Tyranus 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 need 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 filled 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...

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 units you saw on the parade ground were started ten years ago, when Tyranus 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.

Obi-Wan gazes at the nearest embryos.

LAMA SU
I'd hoped you would be pleased. And last...

Lama Su presses buttons on a console, and from a hole rises a vial of fluid.

LAMA SU
The key to your command of the clone army.

He hands Obi-Wan the vial of fluid. Obi-Wan inspects it with interest.

OBI-WAN
What is it?

LAMA SU
Cloned Midi-chlorians.

Obi-Wan is shocked and disgusted. It is a sacrilege. But he maintains his calm.

OBI-WAN
How is this possible?

LAMA SU
It is our crowning achievement, and will allow the Jedi to command the clones in battle with but a thought. The cloned midi-chlorians are only susceptible to the Force, not able to influence it.

Obi-Wan looks up.

LAMA SU
They will be completely under your control. Do you wish the clones to receive the midi-chlorian injections?

OBI-WAN
They haven’t yet?

LAMA SU
No. Midi-chlorian infusion is the final stage, to be executed when we received word from the Jedi Council to do so.

Obi-Wan pauses in thought.

OBI-WAN
I must confirm with my Master.

Lama Su blinks, taken aback.

OBI-WAN
(recovering)
But I am most pleased with what I see. May I meet this Jango Fett?

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

EXTERIOR: NABOO LAKE RETREAT, NUBIAN TRANSPORT, LANDING
PLATFORM - LATE AFTERNOON

Artoo attempts to unload the Nubian Transport, dragging luggage up the ramp to the lake retreat, a beautiful home of wood and stone.

EXTERIOR: NABOO, MOUNTAIN MEADOW - 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.

PADME
Was that a compliment?

ANAKIN
Maybe... Go on.

PADMÉ
All right... I was twelve. His name was Palo. 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 became the Queen. He went on to become an artist.

ANAKIN
Maybe he was the smart one.

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

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

PADMÉ
How would you have it work?

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

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

ANAKIN
Then you should be made to.

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

ANAKIN
I don't know. Someone.

PADMÉ
You?

ANAKIN
Of course not me.

PADMÉ
But someone.

ANAKIN
Someone wise.

PADMÉ
That sounds like a dictatorship to me.

A mischievous little grin creeps across his face.

ANAKIN
Well, if it works...

Padme stares at Anakin. He looks back at her, straight faced, but can't hold back a smile.

PADMÉ
You're making fun of me!

ANAKIN
(sarcastic)
Oh no, I'd never tease a Senator.

PADMÉ
You're terrible!

ANAKIN
And you’re too serious!

PADME
I’m too serious?

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.

EXTERIOR: NABOO, MOUNTAIN MEADOW - AFTEROON

The Shaak crosses in front of Padme, with Anakin riding it, facing the Shaak’s tail. Anakin attempts to stand on the galloping Shaak’s back, but the Shaak bucks, and Anakin loses his balance and falls off. Padme laughs even harder. Anakin lies still. Concerned, Padme jumps up and runs to where Anakin is face down in the grass.

PADMÉ
Anakin! Are you all right?

She turns him over. He is pulling a stupid face at her and laughing. She yelps in mock fury and takes a swing at him. He catches her arm. She struggles. They roll over in the grass, embracing, and looking into each other's eyes. 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 takes 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. Anakin digs his heels in. The Shaak starts forward, and they ride away.

EXTERIOR: TIPOCA CITY (RAINSTORM) - DAY

Rain lashes the city. Below, mighty waves pound the stilts, breaking almost to the height of the platforms. A large AVIAN carrying a RAIN-SOAKED RIDER flies above the water toward a floating city.

INTERIOR: TIPOCA CITY, CORRIDOR - DAY

Taun We and Obi-Wan stand in front of 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.

BOBA FETT
Yep.

TAUN WE
May we come in?

BOBA FETT
Sure.

Another brief pause, then Boba Fett steps aside, and Taun We and Obi-Wan go through.

INTERIOR: 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
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 armor can be seen on the floor.

OBI-WAN
Ever make your way as far into the interior as Coruscant?

JANGO FETT
Once or twice.

OBI-WAN
Then you must know Master Tyranus?

JANGO FETT
(in Huttese)
Boba, close the door.

Boba Fett moves to close the bedroom door. Jango Fett smiles thinly at Obi-Wan.

JANGO FETT
Master who?

OBI-WAN
Tyranus. Is he not the Jedi who hired you for this job?

JANGO FETT
Never heard of him.

OBI-WAN
Really.

JANGO FETT
Do you approve of your army, Master... Kenobi, was it?

OBI-WAN
Yes. I look forward to seeing them in action.

JANGO FETT
(grinning)
They'll do the job. I can guarantee that.

OBI-WAN
Thanks for your time, Jango.

JANGO FETT
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 FETT
What is it, Dad?

JANGO FETT
Pack your things. We're leaving.

EXTERIOR: NABOO LAKE RETREAT, LOUNGE - LATE AFTERNOON

The setting sun touches the mountain peaks. The lake glows in the rose-tinted light. Floating lamps gleam softly like jewels at the lodge.

INTERIOR: NABOO LAKE RETREAT, DINING ROOM - LATE AFTERNOON

Artoo places dessert in front of Padme and Anakin. The dessert is some kind of fruit.

ANAKIN
And when I got to them, we went into... aggressive negotiations.
(to Artoo)
Thank you.

PADMÉ
"Aggressive negotiations," what's that?

ANAKIN
Uh, well, negotiations with a lightsaber.

PADMÉ
(laughing)
Oh.

Padme picks up her fork and goes to spear a piece, but it moves! She frowns and tries again - the fruit moves. She looks up at Anakin. His eyes are on his plate.

PADMÉ
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.

PADMÉ
That! Now stop it!

Padme laughs. Anakin laughs. She reaches out for the fruit - it loops.

PADMÉ
Anakin!!

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

ANAKIN
If Master Obi-Wan caught me doing this, he'd look at me like this.

Anakin mimics a stern look. Anakin is pleased. He cuts the fruit into several pieces and sends one back to Padme. She bites it out of the air and laughs.

INTERIOR: TIPOCA CITY, CORRIDOR - DAY

Obi-Wan stands with 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 will. And thank you.

TAUN WE
Thank you.

EXTERIOR: TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - LATE DAY

Obi-Wan comes out from the tower into the driving rain. The door closes behind him. He pulls his robe around him and stands braced against the gale. Obi-Wan glances back toward the closed door, confirming that Lama Su has left.

Below, a huge wave crashes against the stilts. Spray flies high and whips across the platform to where Obi-Wan is standing. He walks over to his Starfighter, looks to see if anyone is watching, then addresses Arfour.

OBI-WAN
Arfour.

EXTERIOR: TIPOCA CITY LANDING PLATFORM, JEDI FIGHTER (RAINSTORM) - LATE DAY

The R4-P17, Obi-Wan'S Astro-Droid, who is still sitting on top of Obi-Wan's Starfighter, switches on and BEEPS.

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

Arfour BEEPS and WHISTLES. The panels light up inside the cockpit. A transmitter disc emerges from the top of the Starfighter and the message is transmitted.

INTERIOR: JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON

Yoda sits with Mace Windu. Between the two Jedi, a hologram of Obi-Wan speaks.

OBI-WAN (V.O.)
I have successfully made contact with the Prime Minister of Kamino. They are using the genetic structure of a bounty hunter named Jango Fett to create a clone army. The same clones who tried to assassinate Senator Amidala.

MACE WINDU
Do you think these cloners are involved in the assassination plot?

OBI-WAN (V.O.)
No, Master. There appears to be no motive.

YODA
Do not assume anything, Obi-Wan. Clear, your mind must be if you are to discover the real villains behind the plot.

OBI-WAN (V.O.)
Yes, Master. They say a Master Tyranus placed the order for a clone army at the request of the Jedi Council almost ten years ago.

MACE WINDU
Whoever placed that order did not have the authorization of the Jedi Council.

OBI-WAN (V.O.)
There’s more. The Kaminoans have succeeded in cloning midi-chlorians.

MACE WINDU
That’s impossible!

OBI-WAN
I saw it with my own eyes, Master. And felt it too.

MACE WINDU
Why would they do such a thing?

OBI-WAN
To allow the clone armies to be commanded by their Jedi Masters. Commands at the speed of thought!
(smiling)
I must admit, it is quite ingenious...

Mace Windu and Yoda exchange a look.

YODA
Into custody, take this Jango Fett. Bring him here. Question him, we will.

OBI-WAN (V.O.)
Yes, Master. I will report back when I have him.

The hologram of Obi-Wan fades.

YODA
Blind we are, if creation of this clone army we could not see.

MACE WINDU
This clone army could be our only defense against the Separatists. If it comes to war, our numbers are too few. We are peacekeepers, not soldiers.

YODA
Bad feeling about this I have.

EXTERIOR: NABOO SITH TEMPLE – NIGHT

The moons of Naboo shine down on the black pyramid amongst the trees and vines. A NUBIAN SPEEDER rests on the walkway between the black obelisks. Constructed in front of the opening to the pyramid is a monument in honor of the Nubian/Gungan alliance forged ten years ago in this very location, dedicated to those who sacrificed their lives for freedom in the battle against the Trade Federation Armies. Standing in front of the monument is a HOODED FIGURE.

The hooded figure holds a transparent tube about a foot long containing centipede-like KOUHUNS. He loads the cylinder carrying the deadly Kouhuns into a PROBE DROID. He enters in coordinates and sends the Probe Droid out into the Nubian night.

The Probe Droid flies above the lush forests. It leaves a tiny wake across a glass pond, on its way to its target.

INTERIOR: NABOO LAKE RETREAT, OUTSIDE PADME’S BEDROOM - NIGHT

Anakin kneels in the dark. His eyes are closed. He is in a meditative state. It is quiet.

INTERIOR: NABOO LAKE RETREAT, PADME’S BEDROOM - NIGHT

Padme is asleep in her bed, lit only by the light of the moons outside her window coming through the blinds. Artoo stands in the corner of the bedroom. His power is off, but a slow laser scan sweeps the room.

INTERIOR: NABOO LAKE RETREAT, OUTSIDE PADME’S BEDROOM - NIGHT

Anakin’s eyelids flutter. He’s dreaming. He mutters to himself. Sweat forms on his forehead. His mutters slowly become words.

ANAKIN
No... No... No... Not my Mother!... Leave her alone!

INTERIOR: NABOO LAKE RETREAT, PADME’S BEDROOM - NIGHT

As Padme sleeps, the Probe Droid approaches outside her window. It sends out several small arms that attach to the window. 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.

INTERIOR: NABOO LAKE RETREAT, OUTSIDE PADME’S BEDROOM - NIGHT

Anakin is in pain. His vision is intense. The sound of TUSCAN RAIDERS is heard, as well as the screaming voice of ANAKIN’S MOTHER.

SHMI (V.O.)
Anakin! Help me!

ANAKIN
Not my Mother!... Leave her alone!

Anakin’s eyes flip open.

INTERIOR: NABOO LAKE RETREAT, PADME’S 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.

Anakin bursts 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. He stands above Padme, out of breath. Their gazes lock in the glow of the lightsaber.

Artoo sees the droid outside the window and alerts Anakin with a screech. Anakin retracts his lightsaber and races straight at it, crashing through the blinds as he goes through the window.

EXTERIOR: NABOO LAKE RETREAT, OUTSIDE PADME’S BEDROOM WINDOW – NIGHT

Anakin wrestles with the probe droid, using the FORCE to rip a plate free, exposing wires and circuits. He shuts it down, and turns it in his hands, inspecting it. Padme comes to the window.

PADME
Anakin! Where are you?!

ANAKIN
I’m here.

PADME
What is that?

ANAKIN
A Probe Droid. A model I haven’t seen since Tatooine, ten years ago...

INTERIOR: TIPOCA CITY, CORRIDOR - NIGHT

Obi-Wan enters cautiously from outside. Ahead, the corridor is deserted. He moves down it.

INTERIOR: TIPOCA CITY, CORRIDOR OUTSIDE FETT APARTMENT - NIGHT

Obi-Wan arrives at the door to Jango Fett's apartment. He reaches up and runs his fingers along the door, locating the locks. The door slides open.

INTERIOR: TIPOCA CITY, FETT APARTMENT - NIGHT

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 Fett’s 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 on the landing platform. Jango Fett is wearing his armor and rocket pack.

EXTERIOR: TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - NIGHT

Jango Fett's ship, SLAVE I, rests on the landing platform. Jango and Boba Fett are preparing to board. Obi-Wan rushes through the tower door and runs toward the ship.

BOBA FETT
Dad!! Look!

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.

JANGO FETT
Boba, get on board.

The bounty hunter rockets up and over Obi-Wan, landing on the top of a nearby tower. Jango Fett fires down at Obi-Wan. The Jedi deflects the shots back, but Jango Fett evades them. Then he fires an explosive sending Obi-Wan diving out of the way.

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, and fires.

The explosion of the ship's laser blasts throws Obi-Wan to the ground. His lightsaber skids across the wet surface of the landing platform. Jango Fett drops from the tower landing in front of Obi-Wan. Obi-Wan rises and charges toward Jango.

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. Obi-Wan reaches out for his lightsaber, using the Force to bring it to him, but Jango fires a thin wire from his wristpack. It wraps around Obi-Wan's wrists before he can retrieve the lightsaber.

Jango rockets into the air, dragging Obi-Wan behind him along the platform surface. As Obi-Wan slides toward some columns he manages to manoeuvre himself into a roll avoiding a collision by leveraging the wire against the structure and pulling himself to his feet. Obi-Wan pulls with all his weight against the momentum of the wire, causing Jango to drop and crash into the ground. Jango'S rocketpack breaks free from his back and explodes.

Still connected by the wire, Obi-Wan charges at Jango kicking him over the platform edge. Jango slides pulling Obi-Wan with him. Locked together, Obi-Wan and Jango Fett plummet down toward the raging ocean. At the last moment, Jango Fett sees the edge and digs his forearm claws into the surface. Obi-Wan slides past him as Jango finally ejects the wire free from his wrist. Obi-Wan cannot stop the speed of his slide and shoots off the edge, falling...

Obi-Wan uses the Force and causes the wire to wrap around a pole, stopping his descent. He swings and drops onto a SMALL SERVICE PLATFORM just above the waves. He hauls himself to his feet. When Jango looks down, the Jedi has disappeared. Jango uses his forearm claws to climb back to the landing platform and runs toward his ship.

IN THE COCKPIT, Boba Fett settles into the pilot's seat. He punches buttons. The engines ROAR.

Obi-Wan comes running out onto the landing platform and spots his lightsaber laying on the ground. This time, he retrieves it successfully and turns it on just as Jango's ship engines roar. Realizing the ship is about to take off, Obi-Wan takes a small tracking device from his belt and throws in onto the hull of the ship.

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 where Obi-Wan stands, watching.

INTERIOR: NABOO LAKE RETREAT, KITCHEN – NIGHT

Anakin tinkers with the Probe Droid’s CIRCUITS with a kitchen knife, removing wires and plugging them in again. Padme watches. Artoo is near Anakin.

ANAKIN
Artoo, can you solder that wire right there...

One of Artoo’s many attachments releases a spark.

ANAKIN
(inspecting)
Good... Thanks...

PADME
What are you doing?

ANAKIN
Reprogramming this little guy. Making it think it succeeded in its task.

PADME
You were always good at fixing things.

Anakin smiles at her and turns on the probe droid. It floats to life above the kitchen table. Padme is impressed.

ANAKIN
Now the fun part.

PADME
What’s that?

He grabs the probe droid on both sides.

ANAKIN
Letting it take me back to whoever sent it.

The probe droid accelerates out of the kitchen, lifting Anakin with it.

PADME
No wait!

EXTERIOR: NABOO LAKE RETREAT, SURROUNDING WOODS – NIGHT

Anakin hangs on as the probe droid flies out of the LODGE and back the way it came. Padme rushes outside and watches Anakin fly away into the surrounding woods.

Padme looks towards the waiting NUBIAN TRANSPORT.

EXTERIOR: NABOO COUNTRYSIDE – NIGHT

Anakin hangs beneath the probe droid as it darts through forests, over lakes, skimming the canopies of trees. It approaches the black shape of the SITH TEMPLE and drops into the trees.

EXTERIOR: SITH TEMPLE – NIGHT

Anakin lets go away from the temple. The probe droid continues on, up the walkway between the black obelisks and disappears into the entrance. Anakin notes the NUBIAN SPEEDER as he creeps closer to the entrance.

INTERIOR: SITH TEMPLE, INNER CHAMBER – NIGHT

A shaft of moonlight lights the inner chamber. The hooded figure presses switches on the probe droid, and it shines a grainy photograph image on the temple wall. Padme is laying in bed, the Kouhuns inches from Padme's face.

HOODED FIGURE
So it is done.

He sets a hologram projector in the middle of the strange symbol on the floor. It lights up, the full-size hologram of DARTH SIDIOUS standing before him.

EXTERIOR: SITH TEMPLE, ENTRANCE – NIGHT

Anakin sneaks inside the temple, staying close to the wall, in the shadows.

INTERIOR: SITH TEMPLE, INNER CHAMBER – NIGHT

The hooded figure stands before the hologram Darth Sidious.

HOODED FIGURE
I am pleased to report, My Lord, that the Senator is dead.

DARTH SIDIOUS
Excellent news. Viceroy Gunray will be most pleased. Perhaps now his thirst for revenge will be quenched, and they will be able to move on to more important matters.

HOODED FIGURE
My Lord, will the war now begin?

DARTH SIDIOUS
Patience. Patience, my old friend. The Republic will fall. And you will have your throne.

The hooded figure drops to one knee, and lifts back his hood. It is Governor Sio Bibble.

SIO BIBBLE
Thank you, my Lord.

From the shadows near the wall, a BLUE LIGHTSABER ignites.

ANAKIN
Traitor!

Anakin rushes out and kicks Sio Bibble to the floor, stepping on his chest and pointing the lightsaber at his exposed neck. Sio Bibble’s eyes are wide.

ANAKIN
You killed them. You killed her parents! And now Padme...

Sio Bibble doesn’t answer. Darth Sidious begins to laugh.

DARTH SIDIOUS
And who is this? A Jedi?

Anakin glares at the hologram.

DARTH SIDIOUS
No. Only a Padawan.

ANAKIN
And who are you?

DARTH SIDIOUS
(ignoring his question)
The Council should have trusted the Senator’s protection to someone more... experienced.

Anakin grows angry. He faces Sio Bibble again, cowering beneath his boot.

ANAKIN
I have my man. Senator Amidala’s death will not be in vain.

DARTH SIDIOUS
(laughing)
Such passion, my son! I can feel it coming off you like a sun’s heat...

Anakin returns his attention to Sidious. He is enraged.

DARTH SIDIOUS
You loved her, didn’t you?

Anakin turns away. Darth Sidious laughs.

DARTH SIDIOUS
My son! You must know that romantic love is against the Jedi Code? They will never allow you to feel such things. Oh, but that’s right, you are not a Jedi... You do not have to abide by the Code...

Anakin looks down on Sio Bibble. He presses harder with his boot. Closer with his lightsaber.

DARTH SIDIOUS
You should kill him. He killed the woman you love. He deserves to die.

SIO BIBBLE
No, my Lord!

Anakin grows progressively angry as he listens to the hologram.

DARTH SIDIOUS
You see? Snivelling, wretch of a man. He is slime beneath your boot. A traitor. He does not deserve to live. Kill him.

ANAKIN
No!

Anakin swings his lightsaber and destroys the hologram projector. The image of Darth Sidious is gone. Anakin returns to Sio Bibble.

ANAKIN
Who is he?

SIO BIBBLE
I can’t! He’ll kill me!

ANAKIN
I’ll kill you!

Anakin blinks. Rubs his eyes. He hears screaming. It becomes more distinct.

SHMI (O.S.)
(faint)
Help me... Anakin...

ANAKIN
Now tell me! Tell me who he is!

SIO BIBBLE
It’s too late. Things have been set in motion...

Anakin doesn’t hear him. He looks up, disoriented, and sees his mother, hanging on a wooden frame. She is bloody and bruised.

SHMI
Anakin... Help me...

ANAKIN
Mom!

He leaves Sio Bibble, who first crawls, then runs away. Anakin is lost in the vision. His visions slows, stutters, and as he runs to free his mother, dark shapes emerge from the shadows. Lightsabers ignite all around him, and he cuts through the shadowed figures, slicing, stabbing, fighting. They scream and disappear, howls of pain all too human, and some familiar. Anakin is almost there, when one last shape steps before him, lightsaber raised.

OBI-WAN
You must not go home, my Padawan.

The shadows lift. It is Obi-Wan.

OBI-WAN
You are not ready.

ANAKIN
I will not let you keep her from me. Not this time!

Anakin rears back to strike. Obi-Wan raises his lightsaber to his forehead.

OBI-WAN
If you strike me down, I shall become more powerful than you can possible imagine...

Anakin does not strike. He lets his arms drop. Retracts his lightsaber. The vision of Obi-Wan disappears. So does his mother. A hand touches his arm.

PADME
Anakin? Are you all right?

Anakin turns, breathless and frightened.

ANAKIN
How did you get here?

PADME
I followed you. Artoo planted a tracer in the circuits...

Artoo rolls into the temple. Anakin notices.

ANAKIN
Sneaking little droid.

PADME
Are you all right?

ANAKIN
I’m fine.

PADME
What was all that? You were talking to the wall?

ANAKIN
(looking around)
It’s this place. I saw things here once long ago. Like a dream. And now...

PADME
It was your mother.

Anakin nods.

Padme notices the probe droid, still projecting the image on the wall, and the shattered hologram projector on the floor.

PADME
And the assassin?

ANAKIN
(recovering)
Governor Bibble.

Padme’s eyes widen. She is speechless.

ANAKIN
I made sure he believes he succeeded. As long as he thinks you’re dead, we have the advantage. But you are no longer safe here. We must leave.

PADME
Where will we go?

Anakin looks to where the vision of his mother was.

ANAKIN
Tatooine... Home...

EXTERIOR: SITH TEMPLE – NIGHT

The NUBIAN TRANSPORT lifts off and streaks up into the night sky.

EXTERIOR: SPACE, GEONOSIS

The red planet of Geonosis is circled by a large asteroid field that forms rings. Jango Fett's ship appears, heading toward it. Obi-Wan's Starfighter, attached to the hyperspace transport ring, appears in space. The Starfighter disengages from the ring and follows Jango Fett's ship.

INTERIOR: COCKPIT, FETT SHIP, SPACE, GEONOSIS

Jango Fett grins at Boba Fett.

JANGO FETT
Nearly there, son.

INSIDE THE COCKPIT, a small blip shows up on the ship's scan screen.

BOBA FETT
Dad! I think we're being tracked... Isn't that a cloaking shadow?

Boba Fett checks the scan screen and reveals a small tracking device on the outer hull.

JANGO FETT
He must have put a homing device on our hull during the fight... Hang on, son!

He pushes some buttons and the spot where the device was disappears. Jango Fett guides his ship into the asteroid field. Obi-Wan stops his ship.

OBI-WAN
How unfortunate, Arfour. They seem to have discovered the homing device. Shut down... Shape scan their last coordinates.

Jango Fett pilots his ship through the asteroids.

BOBA FETT
I think we lost him.

JANGO FETT
He must have gone on toward the surface.

Boba sees Obi-Wan’s ship on the screen.

BOBA FETT
He's back!

JANGO FETT
He’ll wish he stayed away...

He releases a sonic charge which drifts toward Obi-Wan. As the charge approaches Obi-Wan's Starfighter, Arfour beeps.

OBI-WAN
What’s that? Sonic charges!

Obi-Wan pulls hard on the stick and avoids the sonic charge as it explodes, the shockwave tearing through the asteroids surrounding him.

Jango's ship goes into a power-climb to avoid an asteroid.

BOBA FETT
Dad! Watch out!

JANGO FETT
Stay calm, son. We'll be fine. We’ll lose him in here.

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

BOBA FETT
(frustrated and bored)
He’s still back there.

JANGO FETT
Let’s end this...

Jango flies down a narrow tunnel in one of the larger asteroids. Obi-Wan passes over the asteroid and Jango emerges, chasing after him.

BOBA FETT
You’ve got him, Dad! Fire!

Jango Fett fires lasers at the Jedi Starfighter.

EXTERIOR: SPACE, GEONOSIS

The ships flip, roll, and turn at incredible speed, dodging, weaving and firing. They tumble from near misses.

OBI-WAN
That was too close! Where’s Anakin when I need him...

Bits fly off Obi-Wan's fighter as one of Jango's missiles gets through.

IN JANGO FETT'S COCKPIT, Jango continues to bombard the Jedi Starfighter with laser fire. One bolt strikes Obi-Wan's ship causing a small explosion.

BOBA FETT
You got him!

JANGO FETT
Now to finish him off...

Jango Fett pushes buttons to open an outer hull door and releases a guided aerial torpedo. The torpedo closely follows Obi-Wan's Starfighter.

IN OBI-WAN'S COCKPIT, his skill is pushed to the limit as he throws the ship from side to side, avoiding great rocks and the torpedo. Then a huge asteroid tumbles across his path. There seems no way he can avoid it.

OBI-WAN
Arfour, prepare to jettison the spare parts canisters. Release them now!

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

BOBA FETT
Nice one, Dad!

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.

EXTERIOR: SPACE

The Naboo Starship heads toward the desert planet of Tatooine.

EXTERIOR: TATOOINE, MOS ESPA STREETS AND WATTO'S SHOP - 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 Watto’s 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!
[No chuba da wanga, da wanga.]

ANAKIN
(arriving)
Excuse me, Watto.
[Chut, chut, Watto.]

WATTO
(in Huttese)
What?
[Ke Booda?]

ANAKIN
(in Huttese)
I said excuse me.
[Di nova, 'Chut, chut.']

Watto turns to the chattering pit droids.

WATTO
(in Huttese)
Shut down.
[Go ana bopa!]

The pit droids snap into their storage position.

ANAKIN
Let me help you with that.
[Ding mi chasa hopa.]

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

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.
[Ke booda? Yo baan pee hota. No wega mi condorta. Kin chasa du Jedi. No bata tu tu.]

Watto drops the screwdriver and curses loudly in Huttese

ANAKIN
I'm looking for Shmi.
[Mi boska di Shmi Skywalker.]

Watto looks at him suspiciously. He stares at Padme, then back to Anakin.

ANAKIN
I’m looking for my mother, Watto.

WATTO
Annie?? Little Annie?? Naaah!!

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

WATTO
(continuing; in English)
It is you! Ya sure sprouted! A Jedi! Waddya know? Hey, maybe you couldda help wit some deadbeats who owe me a lot of money...

ANAKIN
My mother...

WATTO
Shmi? She's not mine no more. I sold her.

ANAKIN
Sold her...

WATTO
Years ago. Sorry, Annie, but you know, business is business. Sold her to a moisture farmer named Lars. Least I think it was Lars. First, I heard he freed her. Then he married her. Can ya beat that?

Anakin is silent.

WATTO
That means you have a stepfather, eh?

ANAKIN
Do you know where this moisture farmer lives?

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

ANAKIN
You think? Or know?

Anakin's grim look means business; Watto gets the hint quickly.

WATTO
I think. Let's go look in my records to make sure.

Anakin and Watto go into the shop.

EXTERIOR: SPACE, GEONOSIS RINGS

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

INTERIOR: COCKPIT, JEDI FIGHTER, SPACE, GEONOSIS RINGS

Obi-Wan's ship is sitting on an asteroid.

OBI-WAN
Well, Arfour, I think we've waited long enough... Follow his last known trajectory.

Obi-Wan's fighter moves out from the back side of the asteroid and heads away from the asteroid field, descending toward Geonosis. Obi-Wan looks out toward Geonosis and sees in the distance a large fleet of Trade Federation ships hidden among the asteroids.

OBI-WAN
There's an unusual concentration of Federation ships over there, Arfour. We'd better stay clear.

EXTERIOR: GEONOSIS, LANDING AREA - NIGHT

Obi-Wan's ship skims across the top of a small mesa along the edge of a rocky ridge. He manouevers 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.

EXTERIOR: 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.

PADMÉ
Stay with the ship, Artoo.

Artoo WHISTLES as Anakin and Padme start down the trail toward the homestead.

EXTERIOR: TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - LATE DAY

C-3PO is working outside the homestead. He looks up as Anakin and Padme arrive.

C-3PO
Oh, hello. How might I be of service? I am See...

ANAKIN
Threepio?

C-3PO
Oh, my... Oh, my maker! Master Anakin! I knew you would return, I knew you would!

PADMÉ
Hello, Threepio.

C-3PO
Oh, my circuits! This must be Miss Padme. I'm so pleased to see you both!

ANAKIN
I've come for my mother.

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

EXTERIOR: TATOOINE, HOMESTEAD, COURTYARD - LATE DAY

Anakin, Padme and Threepio arrive in the courtyard. Threepio shuffles ahead.

C-3PO
Master Cliegg, Master Lars! Might I present two important visitors?

OWEN LARS and BERU WHITESUN come out into the courtyard.

ANAKIN
I'm Anakin Skywalker.

OWEN
Owen Lars. This is my girlfriend, Beru.

BERU
Hello.

PADMÉ
I'm Padmé.

OWEN
I guess I'm your stepbrother. I had a feeling you might show up some day.

ANAKIN
Where is my mother?

CLIEGG
She’s not here, son.

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

INTERIOR: 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 set an ambush. A hunting party of Tusken Raiders.

INTERIOR: TATOOINE, HOMESTEAD, DINING AREA - LATE DAY

Cliegg, Owen, Padme and Anakin sit around the table, Beru brings the drinks in from the kitchen.

CLIEGG
Your mother had gone out early, like she always did, to pick mushrooms that grow on the vaporators. When she didn’t come back I went out looking for her. Found nothing but her tracks about halfway home. Signs of a struggle. Blood in the sand...

Anakin darkens. Padme sets her hand on his shoulder and comforts him.

CLIEGG
Another set tracks walked away in single file. Those Tuskens walk like men, but they’re not men. They’re mindless. Vicious. Animals... Thirty of us went out after her. Four of us came back. I tried going out again. I just couldn't ride any more... until I heal.

Cliegg grimaces, easing his throbbing leg.

CLIEGG
This isn't the way I wanted to meet you, son. This isn't how your mother... how your mother wanted...

ANAKIN
Stop it! You talk as if she’s...

Silence. Then Anakin stands up.

OWEN
Where are you going?

ANAKIN
To find her.

CLIEGG
Your mother's dead, son. Accept it.

ANAKIN
I can feel her. She’s still alive.

OWEN
Take my speeder bike. I’d go with you... but...

ANAKIN
(to Cliegg, cruel)
Don’t worry. I’ll find her. You just sit there... and heal.

Anakin turns abruptly. Cliegg begins to weep.

EXTERIOR: TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY

Anakin stands looking across the desert. Padme comes running out of the homestead after him.

PADME
Was that necessary?

ANAKIN
He’s not my father. He bought her. He didn’t protect her.

PADME
He loves her. Surely you see that?

Anakin turns to Padme.

ANAKIN
I know. Did I upset him?

PADME
Yes, you did.

ANAKIN
Tell him I’m sorry. I don’t know what came over me.

PADME
Tell him yourself when you come back... with your mother.

ANAKIN
They are good people, Padmé. You'll be safe here.

PADMÉ
Anakin...

Padme hugs him. Anakin walks over to Owen’s speeder bike, which is standing close by.

ANAKIN
I won't be long.

Anakin swings onto the bike. The engine fires. He takes off across the desert. Padme watches him go.

EXTERIOR: TATOOINE, LANDSCAPE - SUNSET

THREE DIFFERENT SHOTS. Anakin rides through three exotic landscapes.

EXTERIOR: TATOOINE, DESERT, JAWA CAMP - TWILIGHT

Anakin stands in the middle of a crowd of JAWAS. He asks them for directions. The Jawas confer excitedly, then the CHIEF JAWA points in a particular direction. Anakin gets on the bike and speeds off to where the Jawa pointed.

EXTERIOR: 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 tethered nearby, along with a burned and smoking speeder.

EXTERIOR: GEONOSIS, ROCK FACE TRAIL - NIGHT

Obi-Wan arrives at the head of the trail. Far below, a flat plain stretches into the distance. He stops, 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 are in neat rows. Some are on platforms that are carrying the Starships down to an underground facility. Other platforms are rising to the surface. They carry THOUSANDS of BATTLE DROIDS that step off and file into waiting ships. A fully loaded Starship takes off. Obi-Wan swings the binoculars upward, to see more Trade Federation Starships.

EXTERIOR: GEONOSIS, TOWER ENTRANCE - DAWN

Light grows on the clustering tower of fantastic stalagmites. Obi-Wan sneaks up to the main one. He climbs up the side of the tower to a small window-like opening. Obi-Wan looks around quickly, then sneaks inside.

INTERIOR: GEONOSIS, CORRIDORS - MORNING

Obi-Wan makes his way along a narrow, pillared corridor. He comes to what looks like a large open well or vent shaft. He looks down and sees a huge underground facility below. In one area, machines are constructing BATTLE DROIDS. In another area, completed droids are moving along a conveyor belt. GEONOSIS WORKERS, with no wings, drone away at the assembly line.

INTERIOR: GEONOSIS, CENTRAL SQUARE - MORNING

Obi-Wan arrives at a vast expanse in the stalagmite interior. Immense pillars, soaring Gaudi-Gothic arches, vaulted roofs. The huge space is deserted - completely silent.

Obi-Wan starts to cross the square. Suddenly he hears voices.

He darts behind a pillar as POGGLE THE LESSER (Archduke of Geonosis), his aide, SUN FAC, COUNT DOOKU and NUTE GUNRAY approach, closely followed by PASSEL ARGENTE and WAT TAMBOR. Count Dooku is tall, elderly, and saturnine, with beautiful manners. Obi-Wan flattens himself against the pillar as they pass by.

COUNT DOOKU
Now, we must persuade the Commerce Guild and the Corporate Alliance to sign the treaty.

NUTE GUNRAY
What about the Senator from Naboo? Is she dead yet? I'm not signing your treaty until I have her head on my desk.

COUNT DOOKU
I have just received word of her demise. You will not have her head as assurance, but you have my word, Viceroy.

NUTE GUNRAY
Excellent.

POGGLE
With these new Battle Droids we've built for you, Viceroy, you'll have the finest army in the galaxy.

They move out of earshot. Obi-Wan peers around the pillar to see them going through an archway on the far side of the courtyard. There is a flight of stairs beside it.

Obi-Wan arrives at the stairs. He sneaks up them, to arrive at a narrow gothic archway. He looks down through it.

INTERIOR: GEONOSIS, CONFERENCE ROOM - DAY

Poggle the Lesser and his TWO AIDES are at one end of a large round conference table.

COUNT DOOKU
Now is the time, my brave friends. This is the moment when you must decide between the Republic or the Confederacy of Independent Systems.

Count Dooku is at the head of the table. Jango Fett stands behind his chair.

In addition to the original group, there are also THREE OPPOSITION SENATORS PO NUDO, TESSEK and TOONBUCK TOORA, and a COMMERCE GUILD DIGNITARY; SHU MAI and a MEMBER of the INTERGALACTIC BANK CLAN, SAN HILL. Sio Bibble sits off to one side, out of place and frightened.

COUNT DOOKU
Gentlemen, I'm quite convinced that ten thousand more systems will rally to our cause with your show of support.
(looks at Nute)
Our friends in the Trade Federation have pledged theirs. With their Battle Droids, and yours, combined with the might of my clone army, ready and waiting, we shall have an army greater than any other in the galaxy. The Jedi will be overwhelmed. The Republic will fall.

The Representatives begin to enthusiastically sign the treaty.

INTERIOR: GEONOSIS, STAIRS - DAY

Obi-Wan pulls back from the archway. He has heard enough.

EXTERIOR: 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. Anakin drops off the edge of the cliff to the camp below.

EXTERIOR: TATOOINE, TUSKEN RAIDER CAMP, OASIS (FULL MOON) - NIGHT

Anakin creeps through the camp, working his way from hut to hut, flattening himself against the walls overhearing snatches of Tusken conversation from inside, using the shadows to hide him until he arrives at the hut with the two guards. They are sitting a short distance from the door. Anakin wriggles around the back. He takes out his lightsaber and cuts into the base of the wall.

INTERIOR: TUSKEN RAIDER HUT - 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. I'm going to get you out of here...

SHMI
Annie? Annie? I knew you’d come back. I knew I’d see your face again. So handsome...

ANAKIN
Shhh, Mom, save your strength.

SHMI
My son... my little boy, now a man. I'm so proud of you, Annie... so proud... I missed you...

ANAKIN
Just stay with me, Mom. Stay with me. You’re... going to be fine.

SHMI
I missed you... so much...

Shmi dies. Anakin draws her to his breast. There is silence for a moment. Anakin lifts his head, his eyes on fire.

EXTERIOR: TATOOINE, TUSKEN RAIDER CAMP, OASIS - DAWN

The pale light grows. Thin tendrils of smoke rise slowly in the cold, clear air. Somewhere a dog BARKS. An OLD FEMALE 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 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. He immediately kills the two Tuskens guarding the door of the hut, and makes his way toward the others.

INTERIOR: JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON

Yoda meditates and suddenly hears a familiar voice, as if from a great distance. It is the voice of QUI-GON JINN, filled with alarm.

QUI-GON (V.O.)
No, Anakin! No! Don't! No!

Mace Windu enters the room and sits down. Yoda opens his eyes and looks to Mace.

MACE WINDU
What is it?

YODA
Pain. Suffering. Death, I feel. Something terrible has happened. Young Skywalker is in pain. Terrible pain.

EXTERIOR: GEONOSIS, LANDING AREA - DAY

Obi-Wan examines the transmitter dish and speaks with Arfour.

OBI-WAN
The long range transmitter is out. The short range transmitter is working, but we're too far from Coruscant. Arfour, can you boost the power?

Arfour beeps a reply.

OBI-WAN
We'll have to try something else.

Obi-Wan jumps into the cockpit.

OBI-WAN
Perhaps we can contact Anakin on Naboo. It's much closer. Prepare to receive the coordinates of his tracking signal, Arfour.

Obi-Wan sits in the Starfighter cockpit looking at a display.

OBI-WAN
That’s strange. He's not on Naboo. I’ll widen the scan.

A GEONOSIAN spies Obi-Wan and his Starfighter from an overlooking cliff.

OBI-WAN
That's Anakin's tracking signal all right, but it's coming from Tatooine. I hope nothing's happened to him.

INTERIOR: COCKPIT, NABOO STARFIGHTER - DAY

In the ship, Artoo BEEPS as he receives the message.

OBI-WAN (V.O.)
Record this message and take it to your mistress, Padmé... and the Jedi Skywalker... "Anakin, my long range transmitter has been knocked out. Retransmit this message to Coruscant."

Artoo dutifully listens to the desperate message. Obi-Wan's voice cuts out. Artoo WHISTLES in dismay.

EXTERIOR: TATOOINE, DESERT, HOMESTEAD, MOISTURE FARM - MORNING

Anakin rides the speeder bike toward the homestead. Shmi’s body is tied to it. Owen, followed by Beru and Padme, comes out of the homestead to meet Anakin. Threepio follows. Cliegg hobbles out of the homestead on his hovering chair.

Anakin arrives. They run to him as he steps away from the bike, carrying Shmi. He stops, face-to-face with Cliegg. There is a brief pause. Then he carries Shmi into the homestead.

INTERIOR: TATOOINE, HOMESTEAD, GARAGE - DAY

Padme comes in with a tray of food. Anakin is standing at a workbench, repairing a part of the speeder bike.

PADMÉ
I brought you something to eat. I thought you’d be hungry...

Padme puts the tray down.

ANAKIN
The shifter broke. I had to use a wooden stick on the way back. Life seems so much simpler when you're fixing things.
(stops working, tears in his eyes)
But I couldn’t fix this, Padme. I was too late.

PADMÉ
I’m so sorry, Anakin. You tried.

Anakin turns and walks away from the bench.

ANAKIN
Was I even supposed to? Why the dreams? Why the visions, if I couldn’t do anything about it? Was it Fate?

Padme is silent.

Anakin looks at the part in his hand.

ANAKIN
Am I just a gear in some great machine, driven by the will of the Force?
(getting angry, looking up)
Was my mother’s torture, and death, the will of the Force? Was it!?

Anakin hurls the part across the garage. It CLATTERS to the floor. He looks at his trembling hands. Padme stares at him, shocked.

PADMÉ
Anakin...

ANAKIN
Was what I did to them? I... I killed them, Padme. I killed them all. They're dead, every single one of them...

Anakin focuses on her like someone returning from far away.

ANAKIN
But it didn’t help. I’m still angry.

PADMÉ
To be angry is to be human.

ANAKIN
To control your anger is to be a Jedi.

There is silence for a moment, then Anakin breaks down, sobbing. Padme takes him into her arms.

ANAKIN
I'm sorry, I'm so sorry!

Padme rocks him, and Anakin weeps.

EXTERIOR: TATOOINE, HOMESTEAD, GRAVESITE - DAY

Anakin, Padme, Cliegg, Owen, Beru, and Threepio are standing around Shmi's grave. Two other headstones, one smaller than the other, stand in the blazing suns.

CLIEGG
I know wherever you are it's become a better place. You were the most loving partner a man could ever have. Goodbye, my dearest wife. And thank you.

Brief pause. Anakin steps forward and kneels at his mother's grave. He picks up a handful of sand.

ANAKIN
I wasn't strong enough to save you, Mom. I wasn't strong enough.
(he stands up)
I miss you so much.

Silence. Then BEEPS and WHISTLES are heard. They turn as Artoo rolls up.

PADMÉ
Artoo, what are you doing here?

Artoo BEEPS and WHISTLES.

C-3PO
It seems that he is carrying a message from an Obi-Wan Kenobi. Master Anakin, does that name mean anything to you?

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

A rough hologram of Obi-Wan is projected in front of Anakin and Padme. They watch the flickering image.

OBI-WAN (V.O.)
Anakin, my long range transmitter has been knocked out. Retransmit this message to Coruscant.

Padme turns and reaches over to a control board and pushes a button to transmit the message.

OBI-WAN (V.O.)
I have tracked the bounty hunter Jango Fett to the droid foundries on Geonosis.

INTERIOR: JEDI COUNCIL ROOM - DAY

The members of the Jedi Council stand around a hologram of Obi-Wan.

OBI-WAN (V.O.)
The Trade Federation is to take delivery of a droid army here and it is clear that Viceroy Gunray...

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

Anakin and Padme continue to listen.

OBI-WAN (V.O.)
...is behind the assassination attempts on Senator Amidala.

INTERIOR: JEDI COUNCIL ROOM - DAY

The Council members continue to listen to Obi-Wan.

OBI-WAN (V.O.)
The Commerce Guilds and Corporate Alliance have both pledged their armies to Count Dooku and are forming an... Wait!... Wait!!

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

Anakin and Padme watch as Obi-Wan is attacked by Droidekas. The hologram cuts off. Anakin jumps up, agitated.

INTERIOR: JEDI COUNCIL ROOM - DAY

The Council members also see the attack on Obi-Wan. Yoda looks to Mace Windu.

YODA
More happening on Geonosis, I feel, than has been revealed.

MACE WINDU
I agree.

INTERIOR: COCKPIT, NABOO STARSHIP - SUNSET

Anakin and Padme watch a hologram of Mace Windu.

MACE WINDU (V.O.)
Anakin, We will deal with Count Dooku. The most important thing for you is to stay where you are. Protect the Senator. That is your first priority.

ANAKIN
Understood, Master.

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

PADMÉ
They'll never get there in time. They have to fly halfway across the galaxy. Look, Geonosis is less than a parsec away. If we leave now...

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

ANAKIN
Please, allow me. I’m not going to be too late again.

Anakin takes the controls. Threepio and Artoo come forward from the back of the starship. Threepio straps himself into a seat behind Padme.

ANAKIN
Last chance to stay here, Threepio.

C-3PO
You are my maker, Master Anakin. My place is with you.

ANAKIN
Hang on, then.

EXTERIOR: TATOOINE, BLUFF OVERLOOKING HOMESTEAD - SUNSET

The Naboo Starship rises from the bluff and zooms away.

EXTERIOR: 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.

INTERIOR: CORUSCANT, CHANCELLOR'S OFFICE - DAY

BAIL ORGANA
The Separatists are preparing for war... there can be no doubt of that. We must stop them before they're ready.

PALPATINE
Master Yoda, how many Jedi are available to be sent to Geonosis?

YODA
Throughout the galaxy, thousands of Jedi there are. At the ready, only two hundred.

BAIL ORGANA
With all due respect to the Jedi Order, that doesn't sound like enough.

YODA
Through negotiation the Jedi maintains peace. To start a war, we do not intend.

ASK AAK
We need to acquire that clone army...

YODA
Abomination, Count Dooku’s clone army is!

ASK AAK
You discovered the army. The Kaminoans created it for the Republic...

YODA
Dooku created it to overthrow the Republic!

ASK AAK
Yes, and to be commanded by the Jedi. It is rightfully yours. And the Jedi Council is charged with maintaining peace and order in the galaxy, even if that means war.

Yoda looks at the others and remains silent. It seems that the decision has been made.

BAIL ORGANA
The Senate will never approve the use of the clones before the separatists attack.

MAS AMEDDA
This is a crisis! The Senate must vote the Chancellor emergency powers! He could then approve the use of the clones.

PALPATINE
But what Senator would have the courage to propose such a radical amendment?

MAS AMEDDA
If only Senator Amidala were here.

Jar Jar steps forward from the back of the group.

JAR JAR
I’ll do it.

INTERIOR: GEONOSIS, PRISON CELL - DAY

Count Dooku walks into the cell holding Obi-Wan. Obi-Wan is suspended in a force field, turning slowly as blue electric bolts restrain him. Count Dooku circles Obi-Wan as they talk.

OBI-WAN
Traitor!

COUNT DOOKU
Hello, my friend. This is a mistake. A terrible mistake. They've gone too far. This is madness.

OBI-WAN
I thought you were the leader here, Dooku.

COUNT DOOKU
I have nothing to do with this, I assure you. I promise you I will petition immediately for your release.

OBI-WAN
I’m sure you will.

COUNT DOOKU
May I ask why a Jedi Knight is all the way out here on Geonosis?

OBI-WAN
I've been tracking a bounty hunter named Jango Fett. Do you know him?

COUNT DOOKU
There are no bounty hunters here that I'm aware of. Geonosians don't trust them.

OBI-WAN
Liar.

COUNT DOOKU
It's a great pity that our paths have never crossed before, Obi-Wan. Qui-Gon always spoke very highly of you. I wish he were still alive. He would be a trusted ally.

OBI-WAN
Qui-Gon Jinn would never join you.

COUNT DOOKU
Don't be so sure, my young Jedi. You forget that he was once my apprentice just as you were once his. He knew all about the corruption in the Senate, but he never knew the full, terrible truth.

OBI-WAN
The truth?

COUNT DOOKU
What if you were to discover that the Republic is now under the control of the Dark Lords of the Sith?

OBI-WAN
Again, you lie. The Jedi would be aware of it.

COUNT DOOKU
The dark side of the Force has clouded their vision, my friend. Hundreds of Senators are now under the influence of a Sith Lord called Darth Sidious.

OBI-WAN
I don't believe you.

COUNT DOOKU
The Viceroy of the Trade Federation was once in league with this Darth Sidious. But he was betrayed ten years ago by the Dark Lord. He came to me for help. He told me everything. The Jedi Council are blind to the danger. I left the Order because of it, but not before I myself took necessary steps.

OBI-WAN
You commissioned the creation of the clone army. You intended to stage a coup...
(glaring)
Master Tyranus...

COUNT DOOKU
All I have done has been for the security of the Republic! You must join me, Obi-Wan, and together we will destroy the Sith.

OBI-WAN
I will never join you, Dooku. You are not to be trusted.

Count Dooku turns to leave.

COUNT DOOKU
It may be difficult to secure your release.

EXTERIOR: SPACE

The Naboo Starship heads toward the rings of Geonosis.

EXTERIOR: GEONOSIS - DAY

Anakin pilots the starship close to the ground, weaving around towering rock formations.

PADMÉ
See those columns of steam straight ahead? They're exhaust vents of some type.

ANAKIN
That'll do for some cover.

Anakin pilots the craft straight down into a column, flying through the steam, and landing at the bottom.

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

Padme and Anakin prepare to leave the starship.

PADMÉ
Look, whatever happens, follow my lead.

Anakin checks his lightsaber.

ANAKIN
Follow your lead?

PADME
I don’t want to start a war here. As a member of the Senate, maybe I can find a diplomatic solution to this mess.

ANAKIN
Don't worry. I’ll control myself.

Anakin and Padme leave the starship.

INTERIOR: GEONOSIS, CORRIDORS - DAY

Anakin and Padme enter the stalagmite city. They stop, looking around in wonder at the emptiness.

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

Artoo stands in front of Threepio, who is fussing about.

C-3PO
For a mechanic, you do an excessive amount of thinking. I'm the one programmed to understand humans.

Artoo beeps a question.

C-3PO
What does that mean? That means I'm in charge here!

Artoo trundles out of the starship and down the landing ramp. Threepio follows him out of the ship.

C-3PO
Wait! Where are you going?

Artoo makes a rude noise.

C-3PO
How rude! Please wait for me!

Artoo bleeps at Threepio.

INTERIOR: GEONOSIS, CORRIDORS - DAY

Anakin and Padme 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.

ANAKIN
Wait. Look up there.

Padme and Anakin look up. Padme steps forward slightly.

PADME
I am Senator Padme Amidala! I am here to negotiate the Jedi’s release...

Anakin turns as one of the winged creatures attacks him. Lightsaber blazing, Anakin cuts down three creatures as Padme exits through a far doorway. He reaches Padme and they both stand on the edge of a short walkway extending over a deep crevasse.

PADME
So much for a diplomatic solution.

ANAKIN
I tried!

The door behind them closes, stranding the two. The walkway retracts and Padme slips and then jumps down onto a conveyor belt leading into the droid factory.

ANAKIN
Padmé!

Anakin jumps down and slashes more winged creatures while attempting to reach Padme. Padme makes her way across stamping machines and welders as Anakin follows, beating back winged creatures.

INTERIOR: GEONOSIS, DROID FACTORY - DAY

Threepio and Artoo stop at the small walkway.

C-3PO
Oh my goodness! Machines creating machines. How perverse!
(Artoo bleeps)
Calm down. What are you talking about? I'm not in your way!

Artoo pushes Threepio off the small ledge and onto a flying CONVEYOR DROID. Flailing, Threepio falls from the droid and onto the conveyor belt below. Artoo uses his rocket jets to fly up and into the factory.

C-3PO
Help!

Anakin continues to work his way toward Padme, lightsaber flashing, winged creatures attacking from all directions. Padme wrestles with one creature and is thrown into a large empty vat moving down the assembly line. Mechanized arms carry the vat to a position where molten metal will be poured into it. Padme struggles to find handholds for escape, but is unsuccessful. Artoo flies toward Padme.

See-Threepio is carried down the assembly line. He stands, only to find his head sliced from his body. His head lands in a line of Battle Droid heads and is welded to a Battle Droid body.

C-3PO
Where am I?

Threepio's headless body continues down the assembly line, sandwiched between Battle Droids. A Battle Droid head is welded on Threepio's body.

C-3PO
I'm so confused.

Meanwhile, Anakin continues to battle creatures. He trips on the assembly line and his right arm becomes locked into a molding device. Anakin comes close to the cutting machine.

As Padme continues her struggle to escape the vat, Artoo finds the computer port controlling the vats and programs Padme's to dump her onto a walkway. Anakin ignites his lightsaber in an attempt to free his arm. The cutter approaches. He manouevers his body away from the cutter, but it slams down and cuts his lightsaber in half.

Padme is surrounded by winged creatures and taken prisoner. Anakin is surrounded by DROIDEKAS and from above. Jango Fett drops down, blaster in hand.

JANGO FETT
Don't move, Jedi!

INTERIOR: GEONOSIS, CONFERENCE ROOM - 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.

COUNT DOOKU
He has been convicted of espionage, Senator, and will be executed.

Count Dooku smiles.

PADMÉ
He is an officer of the Republic. You can't do that.

COUNT DOOKU
We don't recognize the Republic here, Senator. But if Naboo were to join our Alliance, I could easily hear your plea for clemency.

PADMÉ
And if I don't join your rebellion?

COUNT DOOKU
I don't wish to make you 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 they 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.

COUNT 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 help Chancellor Palpatine put things right.

COUNT DOOKU
The Chancellor means well, M'Lady. He has promised to cut the bureaucracy, but the bureaucrats are stronger than ever, no? The Republic cannot be fixed, M'Lady. It is time to start over, for a time is coming when that cult of greed, called the Republic, will forsake even the pretext of democracy and freedom.

PADMÉ
I will not forsake all I have honored and worked for and betray the Republic.

COUNT DOOKU
Then you will betray your Jedi friends? Without your cooperation I can do nothing to stop their execution.

PADMÉ
And what about me? Am I to be executed as well?

DOOKU
I wouldn't think of such an offense. 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 cooperate, I must turn you over to the Geonosians for justice. Without your cooperation, I've done all I can for you.

JANGO FETT
Take them away.

INTERIOR: CORUSCANT, MAIN SENATE CHAMBER, UPPER CORRIDOR - EVENING

Mace Windu walks down an upper corridor and meets Yoda, who is sitting on a ledge overlooking the Senate chamber.

Inside the great rotunda, the UPROAR is even louder. Opposing SENATORS yell furiously at one another.

MAS AMEDDA
Order! Order!!

Finally, the uproar dies.

PALPATINE
In the regrettable absence of Senator Amidala, the chair recognizes 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.

INTERIOR: CORUSCANT, MAIN SENATE CHAMBER - EVENING

Jar Jar stands in his pod as it floats in the middle of the vast space.

JAR JAR
In response to the direct threat to the Republic me propose that the Senate grant emergency powers to the Supreme Chancellor.

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 power you grant me I will lay down when this crisis has abated, I promise you. And as my first act with this new authority, I will create a grand army of the Republic to counter the increasing threats of the separatists.

INTERIOR: CORUSCANT, MAIN SENATE CHAMBER, UPPER CORRIDOR - EVENING

MACE WINDU
It is done then. I will take what Jedi we have left and go to Geonosis and help Obi-Wan.

YODA
Visit I will the cloners on Kamino and see this army they have created for the Republic.

MACE WINDU
And what of the cloned midi-chlorians? Do we approve of their infusion into the clones?

YODA
For me to decide, that is. Complete control over the clones we must have. Far too dangerous, they are.

INTERIOR: GEONOSIS, HIGH AUDIENCE CHAMBER - DAY

Anakin and Padme are standing in the center 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 Fac. 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 FAC
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.

ANAKIN
I’m following your lead, Padme.

PADME
I noticed.

ANAKIN
Is it working?

PADME
I don’t think so.

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.

INTERIOR: 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 off-screen. 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
Whatever is waiting for us in there, follow my lead.

PADME
Don’t worry, we’re way past diplomacy here.

Anakin looks at the JAPOR SNIPPET hanging around her neck.

ANAKIN
I’m glad to see you’re still wearing my stupid gift. Hopefully it has enough luck left to get us out of this mess.

Anakin smiles. Padme does not.

PADME
It’s not stupid, Anakin. I never took it off.

ANAKIN
Never?

PADME
I’ve worn the finest gifts of jewels, given to me by the most civilised of men, but never have I worn something so pure, and real, and from the heart.

ANAKIN
We’re not going to die, Padme.

PADME
I know. But if we do, I want to die with no regrets.

Padme leans toward Anakin. By straining hard, it is just possible for their lips to meet. They kiss.

PADME
I love you, Anakin.

ANAKIN
I’ve loved you from the first moment I saw you.

Anakin leans forward, eager for another kiss.

PADME
And what of the Code?

ANAKIN
To hell with the Code...

They kiss passionately.

The driver cracks his whip over the ORRAY harnessed between the shafts. The cart jerks forward. Suddenly, there is a HUGE ROAR and blinding sunlight as they emerge into the arena.

INTERIOR: 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 that are three feet in diameter. The cart stops. Padme and Anakin are taken down, dragged to posts, and chained to them. Anakin is in the center. Padme pulls a wire from her clothing and places it in her mouth.

OBI-WAN
Is this your idea of a rescue?

ANAKIN
I’m working on it, Master. Believe me.

OBI-WAN
Please tell me you retransmitted my message to Coruscant.

ANAKIN
When have I ever defied you?

They smile at each other.

Their arms are pulled high above their heads, and the cart drives away. There is another ROAR as Poggle the Lesser, Count Dooku, Sio Bibble, Nute Gunray, the Fetts and Dignitaries arrive in the archducal box and take their places.

SUN FAC
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.

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.

OBI-WAN
Whatever happens, it has been an honor to train you, my Padawan.

ANAKIN
Thank you, Master. For everything.

Sio Bibble moves forward to the archducal box to look down on the creatures. He smiles and looks back at Dooku.

SIO BIBBLE
They will finish the job I began?

COUNT DOOKU
Yes, Governor.

He presses his hand forward, using the force to send Sio Bibble tumbling over the railing.

COUNT DOOKU
They will finish the job...

Sio Bibble lands with a bone crunching thud, and the creatures devour him.

OBI-WAN
(grimacing)
That was not encouraging.

ANAKIN
He deserved it.

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 right. I'll take the one on the left.

ANAKIN
What about Padmé?

Padme has used the wire she concealed to pick the lock on one of the hand restraints. She turns around and pulls 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
She seems to be 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 takes off after him.

The Nexu arrives at Padme's post and rears on its hind legs. On 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. Padme climbs back up the pole, scrambling to the top.

In the archducal box, Nute Gunray fumes.

NUTE GUNRAY
Just 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?

PADMÉ
(nods, gasping)
Never better!

ANAKIN
Jump!!!

The Nexu springs. Padme leaps from the top of the post to land on the Reek behind Anakin. The Reek charges away, around the arena. The Nexu bounds after it. The Reek passes the wounded Acklay and Obi-Wan. Obi-Wan runs and jumps on the back of the Reek behind Anakin and Padme.

In the archducal box, Nute Gunray turns angrily to Count Dooku.

NUTE GUNRAY
This is an embarassment! Jango, finish her off!

Count Dooku motions for the bounty hunter to stay put. Boba Fett is enjoying the spectacle.

COUNT DOOKU
(smiling enigmatically)
Patience, Viceroy... she will die.

DROIDEKAS roll to the center of the arena where they transform and surround the Reek and contain the Jedi.

EXTERIOR: GEONOSIS, EXECUTION ARENA - DAY

In the archducal box, amid the uproar, Mace Windu ignites his lightsaber and holds it to Jango Fett's neck. Count Dooku turns to see Mace Windu standing behind him. Count Dooku masks his surprise elegantly.

COUNT DOOKU
Master Windu, how pleasant of you to join us.

MACE WINDU
Sorry to disappoint you, Dooku. This party's over.

Mace Windu signals, and at strategic 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 foolish, my old Jedi friend. You're outnumbered...

MACE WINDU
I don't think so. Fighting them will be like swatting flies.

Count Dooku looks around the great theater. His smile grows.

COUNT DOOKU
If you’d please let me finish, I was going to say you’re outnumbered...

Count Dooku signals. THOUSANDS OF DROIDS start to pour into all parts of the arena.

COUNT DOOKU
...and outgunned.

Jango Fett fires his flamethrower at Mace Windu, igniting Mace's robe. Mace Windu jumps into the arena. The battle begins. Geonosians fly away everywhere. Droids fire at Jedi, who deflect the bolts and cut down the droids. The GEONOSIAN TROOPS fire ray guns that are more difficult for the Jedi to deflect. Several Jedi run to the center of the arena and throw lightsabers to Obi-Wan and Anakin.

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.

Among the crowd, Jedi cut down swaths of Geonosians and droids. On the sand, Jedi fight, attacking droids. Obi-Wan and Anakin swing their lightsabers, cutting DROIDS in half. Padme blasts away at droids and Geonosians.

EXTERIOR: GEONOSIS, EXECUTION ARENA - DAY

Mace Windu runs to the center of the arena and fights back to-back with Obi-Wan, as they swipe and mangle droids.

Among the tiers, Jedi are slowly being driven back. They have killed heaps of Geonosians and have knocked 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.

PADMÉ
Is this what you call aggressive negotiations?

Threepio's body with the Battle Droid head enters the arena. The droid is fired upon and knocked back. The Battle Droid head goes flying off Threepio's body.

Padme jumps on top of the Orray pulling the execution wagon. Anakin runs, jumps, and lands in the cart, deflecting laser blasts with his lightsaber. Padme blasts Battle Droids as the two ride through the arena.

The Battle Droid body with Threepio's head enters the arena, carrying a blaster rifle.

C-3PO
Where are we? A battle! Oh, no! I'm just a protocol droid. I'm not made for this!

Jedi KIT FISTO uses the Force to knock the Threepio Battle Droid backward onto the arena floor. A downed Super Battle Droid falls on top of Threepio's Battle Droid body, pinning him to the ground.

Obi-Wan and Mace Windu fight back-to-back, lightsabers flashing. The Reek charges and separates the two. The Reek chases Mace Windu across the arena. Mace Windu slashes at the Reek but loses his lightsaber. Jango Fett, watching from above, rockets down into the arena to battle with Mace Windu.

Mace Windu retrieves his lightsaber, and the Reek tosses Jango Fett away. Jango Fett ends up under the Reek, avoiding the creature's massive hoofs. Finally, Fett is free and kills the Reek. Mace Windu fights fiercely with Jango Fett. Finally, the bounty hunter‘s helmet goes flying, and his body falls to the ground.

Obi-Wan is attacked by the Acklay and finally slays the beast with his lightsaber.

Artoo finds the Battle Droid with Threepio's head attached. He shoots a projectile from his body that attaches a suction device to Threepio's head, and pulls the head away from the Battle Droid. Artoo drags Threepio's head across the arena and reattaches it to Threepio's body, using an extendable welding arm.

C-3PO
Artoo, what are you doing here? Wait! No! How dare you! You're pulling too hard. Stop dragging me, you lead head.

EXTERIOR: 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.

KI-ADI-MUNDI and the survivors from the raiding party are herded into the arena by Super Battle Droids. 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! You have fought gallantly. Worthy of recognition in the historical 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 look to each other. Count Dooku raises his hand to give the order to fire. Padme looks up suddenly.

PADMÉ
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
Circle the Jedi. A perimeter, create, around the survivors.

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.

On the arena grounds, Artoo beeps as Threepio tries to sit up.

C-3PO
What happened? I had the most peculiar dream.

In another part of the deserted arena, Boba Fett finds his father's battered helmet. Kneeling down, he picks it up and lowers his head in sorrow.

EXTERIOR: GEONOSIS, TERRAIN OUTSIDE EXECUTION ARENA - DAY

The massed lines of parked Trade 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.

The Republic Gunships circle towering stalagmites as they head toward the assembly point. Winged Geonosians fire laser cannons up at the Gunships.

INTERIOR: GEONOSIS, COMMAND CENTER - DAY

Dooku, Poggle, Nute, and Rune enter a huge command center. In the center of the room there is a large circular viewscreen and, around the perimeter of the room, GEONOSIAN SOLDIERS monitor the Clone Army's advances on large semitransparent maps. In one corner of the room there is a large monitor flashing a variety of images, like schematics to a familiar planet-sized mechanized weapon.

POGGLE
All our communications have been jammed, We are under attack.

NUTE GUNRAY
The Jedi have amassed a huge army in a short time.

COUNT DOOKU
They have stolen the clones. My clones!

NUTE GUNRAY
We must send all available droids into battle.

COUNT DOOKU
There are too many. They will soon have us surrounded.

INTERIOR: GUNSHIP NUMBER TWO - DAY

Ground fire and explosions rock the Gunship. Padme, Anakin, and Obi-Wan steady themselves.

OBI-WAN
Hold on!

INTERIOR: GEONOSIS, COMMAND CENTER - DAY

Count Dooku, Poggle the Lesser, Nute Gunray, and Rune Haako stand around the viewscreen.

NUTE GUNRAY
The clones are overwhelming us.

POGGLE
Order a retreat. I am sending all my warriors deep into the catacombs to hide.

RUNE HAAKO
We must get our ships back into space.

COUNT DOOKU
I'm going to Coruscant. The Republic has made their intentions known, my friends. Diplomatic negotiations may still be possible, but I would advise you to prepare for war.

Poggle crosses to the holographic schematic and downloads it into a cartridge. He gives it to Count Dooku.

POGGLE
The Jedi must not steal our designs for the ultimate weapon.

COUNT DOOKU
They will be safe with me.

INTERIOR: GUNSHIP NUMBER ONE - DAY

Mace Windu stares at the incredible sight.

MACE WINDU
Captain, land at that assembly point ahead.

CLONE CAPTAIN
Yes, sir.

The Gunship lands. Mace Windu, Ki-Adi-Mundi, and Clone Troopers spill from the Gunship and join the ground battle. The Gunship lifts off with Yoda on board.

YODA
Capture Dooku, we must. If escapes he does, he will rally more systems to his cause.

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.

YODA
More battalions to the left. Encircle them, we must, then divide.

EXTERIOR: BATTLEFIELD, GEONOSIS LANDSCAPE - DAY

Gunship #2 skims the battlefield, firing down, deflecting answering fire from the droids.

INTERIOR: GUNSHIP NUMBER TWO - DAY

Obi-Wan, Anakin and Padme watch from the open Gunship.

On the battleground below, Clone Troopers riding speeder bikes advance toward the battlefield. TRADE FEDERATION SPIDER DROIDS fire at the Clone Troopers and Republic Gunships. Lightsaber-wielding Jedi slash through Battle droids. The battle rages on.

Gunship #1 flies low toward TECHNO UNION STARSHIPS.

ANAKIN
Aim right above...

Laser fire pelts the base of the Techno Union ship. Rocked with explosions, it begins to tilt over and the Gunships split up, flying past.

ANAKIN
(surprised)
...the fuel cells.

OBI-WAN
The Clone Troopers obey your thoughts, Anakin.

ANAKIN
How is that possible?!

OBI-WAN
Long story. I’ll explain later. We need to target those Federation starhips.

One TRADE FEDERATION STARSHIP begins to rise from its docking port. Gunship #2 fires on the starship, with no apparent damage.

ANAKIN
They're too big, Master. The ground troops will have to take them out.

INTERIOR: GUNSHIP NUMBER ONE - DAY

The Gunship lands at the Command Center. Yoda disembarks.

CLONE COMMANDER
Master Yoda, all forward positions are advancing.

YODA
Very good. Very good.

INTERIOR: GUNSHIP NUMBER TWO - DAY

The Gunship continues to fire on the Trade Federation starships. The starships continue to lift into the sky.

INTERIOR: COMMAND CENTER - DAY

YODA
Concentrate all your fire on the nearest starship.

CLONE COMMANDER
Yes, sir.

The Trade Federation starship finally begins to weaken under the constant fire. The starship begins to fall and then explodes in a fireball.

INTERIOR: 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
Look over there...

ANAKIN
It's Dooku! Shoot him down!

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.

The gunship fires, plumes of sand and dust exploding all around the speeding Count Dooku. Count Dooku does not even need to dodge the laser bolts. The gunship is firing terribly.

OBI-WAN
What’s wrong?

CLONE CAPTAIN
I don’t know, sir. I’m having trouble aiming.

The lasers and missiles cease.

OBI-WAN
What now?

CLONE CAPTAIN
We're out of ordinance, sir.

ANAKIN
Follow him!

Dooku signals the two fighters flanking his ship. They veer off left and right, loop around, and come up behind our heroes' Gunship. To avoid the BEAK-WING fire, the Gunship banks up a steep dune but is still hit. The ship lurches on its side, and Padme and a CLONE OFFICER tumble out.

ANAKIN
Padmé!!!

Anakin stares down in horror as Padme hits the ground below.

ANAKIN
(continuing; to pilot)
Put the ship down! Down!

The Gunship begins to descend.

OBI-WAN
Anakin, don't let your personal feelings get in the way.
(to the pilot)
Follow that speeder.

The Gunship rises again and continues its pursuit of Dooku's speeder, followed by the two Beak-Wing fighters.

ANAKIN
(to pilot)
Lower the ship!

The Gunship hesitates, slowing, speeding up.

OBI-WAN
Anakin, I can't take Dooku alone. I need you. If we catch him we can end this war right now.

ANAKIN
I don't care.
(to the pilot)
Put the ship down.

OBI-WAN
You'll be expelled from the Jedi Order.

ANAKIN
I’m responsible for her safety.

OBI-WAN
Come to your senses. What do you think Padmé would do if she were in your position?

ANAKIN
(resigned)
She would do her duty.

The Gunship speeds off, fully giving chase.

EXTERIOR: COMMAND CENTER - DAY

Yoda stands next to the CLONE COMMANDER. He senses something is wrong.

YODA
Hmmmm...

CLONE COMMANDER
The droid army is in full retreat.

YODA
Well done, Commander. Bring me my ship.

EXTERIOR: GEONOSIS, DUNES - DAY

On the ground, a CLONE TROOPER approaches Padme.

CLONE TROOPER
Are you all right?

PADMÉ
No. Anakin is in trouble.

CLONE TROOPER
We better get you back to the Forward Command Center.

PADMÉ
No, no. Gather up what troops you can. We've got to get to that hanger. Get a transport. Hurry!

INTERIOR: GUNSHIP NUMBER TWO - DAY

Anakin and Obi-Wan watch as 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.

INTERIOR: GEONOSIS, SECRET HANGER TOWER - LATE DAY

Count Dooku throws switches on a control panel. His Interstellar Sail Ship is parked nearby.

ANAKIN
You're going to pay for all the Jedi you killed today, Dooku.

OBI-WAN
(to Anakin)
We'll take him together - you go in slowly on the...

ANAKIN
No, I'm taking him now!

OBI-WAN
Anakin, no!

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 unleashes a blast of Force lightning. Anakin is 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
As you can see, my Jedi powers have... evolved.

OBI-WAN
Do you mean devolved?

Obi-Wan lifts his lightsaber. Count Dooku smiles and ignites his lightsaber.

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
Master Kenobi, you disappoint me. Yoda holds you in such high esteem.

Count Dooku parries another cut and then thrusts. Obi-Wan steps back quickly, panting for breath.

COUNT DOOKU
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 at him helplessly. Dooku's lightsaber flashes down and CLASHES against - Anakin's lightsaber! Count Dooku and Anakin stare eyeball to eyeball.

COUNT DOOKU
Very brave of you, boy - but foolish. I would have thought you learned 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.

COUNT DOOKU
The Force is strong with you, young Padawan. But not strong enough.

ANAKIN
We’ll soon see!

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's 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 off 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, through the thick smoke, emerges the heroic figure of Yoda. He stops on the smoke-filled threshold.

COUNT DOOKU
Master Yoda.

YODA
Count Dooku.

COUNT DOOKU
You have interfered with my plans for the last time.

Count Dooku levitates machinery, hurling it at the tiny figure of the Jedi Master. Yoda recovers and deflects the machinery. Count Dooku then causes great boulders in the ceiling above Yoda to fall, and again, Yoda deflects the boulders which fall around him. Yoda deflects Force lightning thrown at him by the enraged Count Dooku.

YODA
Powerful you have become, Dooku. The dark side I sense in you.

COUNT DOOKU
I have become more powerful than any Jedi. Even you, my old Master.

Count Dooku continues to hurl Force lightning at Yoda, who deflects every blast.

YODA
Much to learn you still have.

COUNT DOOKU
It is obvious this contest will not be decided by our knowledge of the Force, but by our skills with a lightsaber.

Count Dooku whirls his lightsaber in a formal salute. Yoda draws his lightsaber. Suddenly, 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 Count Dooku aims. Nothing the great swordsman tries gets through. His energy drains. His strokes become feeble, slower.

Yoda attacks! He flies forward. Count Dooku is forced to retreat. Words are insufficient to describe the range and skill of Yoda's speed and swordplay. His lightsaber is a humming blur of light. Finally, their blades cross and the fighting slows.

YODA
Fought well you have, my Padawan.

COUNT DOOKU
The war is far from over. This is just the first battle of many.

Then, with all his might, Count Dooku uses the Force to pull on one of the cranes in the hanger. It comes crashing down toward Obi-Wan and Anakin. Anakin wakes. But in the blink of and eye, Anakin and Obi-Wan attempt to hold up the crane, using the Force. Yoda closes his eyes and concentrates, adding his strength to the two fallen Jedi and moves the crane aside. Count Dooku runs up the ship's ramp, throwing a look back before going inside.

The sound of the Sail Ship's engines are heard starting up.

Count 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.

EXTERIOR: GEONOSIS, SPACE

Count Dooku pilots his ship through the asteroid field circling Geonosis and into deep space.

INTERIOR: GEONOSIS, SECRET HANGER TOWER - LATE DAY

Padme runs to Anakin and throws her arms around him. Anakin is barely able to stand up. Obi-Wan watches them embrace, concerned.

EXTERIOR: CORUSCANT, OLD TOWN - DAWN

Count Dooku's Interstellar Sail Ship glides through a deserted, burned-out part of Coruscant. Count Dooku manouevers the ship into one of the empty buildings and lands.

INTERIOR: 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, Master Sidious.

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.

EXTERIOR: CORUSCANT, JEDI TEMPLE - SUNSET

The beautiful temple basks in the red glow of the setting sun.

INTERIOR: JEDI TEMPLE, COUNCIL CHAMBER - SUNSET

OBI-WAN
Do you believe what Count Dooku said about this Sidious controlling the Senate?

YODA
Joined the dark side, Dooku has. Darth Tyranus, he has become. Lies, deceit, creating mistrust are his ways now.

MACE WINDU
Never the less, I feel we should keep a closer eye on the Senate.

YODA
I agree.

MACE WINDU
Where is your apprentice?

OBI-WAN
On his way to Naboo. He is escorting Senator Amidala home. I have to 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.

YODA
Master Obi-Wan, not victory. The shroud of the dark side has fallen. Begun, this Clone War has!

EXTERIOR: CORUSCANT, MILITARY STAGING AREA, BALCONY - SUNSET

Palpatine, BAIL ORGANA and Mas Amedda, stand looking down at the square below.

TENS OF THOUSANDS OF CLONE TROOPS are drawn up in strict formation or move forward in neat files to climb the ramps of the Military Assault Ships.

On the balcony, Palpatine's expression is deeply sad. Everyone watches somberly as, in the square, loaded Assault Ships take off. Others 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...

EXTERIOR: NABOO LAKE RETREAT, LODGE, GARDEN - LATE DAY

In a rose-covered arbor overlooking a sparkling lake, 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.

DISOLVE TO:

EXTERIOR: GALAXY - SPACE

END CREDITS OVER STARS

THE END

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