Tuesday, July 28, 2009

My Star Wars Episode 1 - The Phantom Menace Edit Screenplay

STAR WARS: EPISODE 1: THE PHANTOM M.E.NACE EDIT
Screenplay by George Lucas
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, followed by a ROLL UP, which crawls up into infinity.


PAN DOWN to reveal a small SPACE CRUISER heading TOWARD CAMERA at great speed. PAN with the cruiser as it heads toward the beautiful green planet of Naboo, which is surrounded by hundreds of TRADE FEDERATION BATTLESHIPS.

EXT. FEDERATION BATTLESHIP - DOCKING BAY - SPACE (FX)

The small space cruiser docks in the enormous main bay of the Federation battleship.

INT. FEDERATION BATTLESHIP - DOCKING BAY - SPACE

A PROTOCOL DROID, TC-14, waits at the door to the docking bay. Two WORKER DROIDS, PK-4 and EG-9 watch.

The door opens, and the Republic cruiser can be seen in the docking bay. Two darkly robed figures are greeted by TC-14.

TC-14
I'm TC-14 at your service. This way, please.

They move off down the hallway.

EG-9
A Republic cruiser! That's trouble...don't you think?

PK-4
I'm not programmed to think.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

A door slides open, and the two cloaked shapes are led PAST CAMERA into the formal conference room by TC-14.

TC-14
I trust you will be most comfortable here. The Viceroy will be with you shortly.

The droid bows before OBI-WAN KENOBI and QUI-GON JINN. He backs out the door and it closes. The Jedi lower their hoods and look out a large window at the lush green planet of Naboo. Qui-Gon sixty years old, has long white hair in a ponytail. He is tall and striking, with blue eyes. Obi-Wan is twenty five, with very short brown hair, pale skin, and blue eyes. Several exotic, BIRD-LIKE CREATURES SING in a cage near the door.

OBI-WAN
I have a bad feeling about this.

QUI-GON
The negotiations will be short, my Padawan.

OBI-WAN
That’s not what I’m worried about, Master. I sense the presence of something else...something dark and elusive.

QUI-GON
Clear your mind of worry and doubt, Obi-Wan. Allow the living Force to guide your thoughts and feelings. It is here with you, even so far from home...

INT. FEDERATION BATTLESHIP - BRIDGE

NUTE GUNRAY and DAULTRAY DOFINE stand, stunned, before TC-14.

NUTE
(shaken)
What?!? What did you say?

TC-14
The Ambassadors are Jedi Knights, I believe.

DOFINE
Sent to ‘force’ a settlement, I presume?

NUTE
I'll wager the Senate isn't aware of the Supreme Chancellor's moves here. Go distract them. I’ll contact Lord Sidious.

DOFINE
I'm not going in there with two Jedi! Send the droid.

Dofine turns to TC-14, who lets out a SQUEAKY SIGH.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

Qui-Gon and Obi-Wan sit at the conference room table.

OBI-WAN
Is it in their nature to make us wait this long?

The door to the conference room slides open, and TC-14 enters with a tray of drinks and food.

QUI-GON
I sense an unusual amount of fear for something as trivial as this trade dispute.

Obi-Wan takes a drink.

INT. FEDERATION BATTLESHIP - BRIDGE

Nute, Dofine, and RUNE HAAKO stand before the hologram of DARTH SIDIOUS, a robed figure whose face is obscured by a hood.

DOFINE
The blockade has failed, Lord Sidious. We cannot negotiate with Jedi. They will sense our true motives...

DARTH SIDIOUS
Yes. You are right to fear the Jedi, Dofine, but have you known terror? Have you felt it close about your throat-

Lord Sidious raises his hand and squeezes his fingers closed. Dofine clutches at his throat, unable to breathe.

DARTH SIDIOUS
(continuing)
-so tight, you cannot even scream?

Sidious releases Dofine.

DARTH SIDIOUS
(continuing)
Viceroy!

Nute, looking very nervous, steps forward.

NUTE
Yes, My lord.

DARTH SIDIOUS
I don't want that stunted slime in my sight again.

NUTE
Yes, My Lord.

Nute gives Dofine a fierce look, and Dofine, terrified, rushes off the bridge.

DARTH SIDIOUS
The presence of the Jedi is unfortunate. We must accelerate our plans. Begin landing your troops.

NUTE
My Lord, is that... Legal?

DARTH SIDIOUS
I will make it legal.

NUTE
And the Jedi??

DARTH SIDIOUS
The Chancellor should never have sent them. Kill them.

NUTE
As you wish.

INT. REPUBLIC CRUISER - COCKPIT - DOCKING BAY

In the cockpit of the cruiser, the CAPTAIN and PILOT look up and see a GUN TURRET swing around and point directly at them.

PILOT
Captain!? Look!

CAPTAIN
No! Warn...

EXT. FEDERATION BATTLESHIP - HANGER BAY

The battle gun fires. The Republic cruiser explodes.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

Qui-Gon and Obi-Wan stand and draw their lightsabers. TC-14 jumps back, startled, spilling the drinks tray.

TC-14
I’m sorry, sir. The Viceroy...

QUI-GON
Be quiet!

Qui-Gon and Obi-Wan turn off their swords and listen. A faint HISSING SOUND can be heard.

QUI-GON
(continuing)
Gas!

Qui-Gon and Obi-Wan each take a sudden deep breath and hold it. The exotic bird-like creatures in the cage drop dead.

INT. FEDERATION BATTLESHIP - HALLWAY

BATTLE DROIDS surround a hologram of Nute in the conference room hallway.

NUTE
They must be dead by now. Leave no trace.

The hologram fades off. A battle droid, OWO-1, cautiously opens the door. A deadly green cloud billows from the room. Battle droids cock their weapons as a figure stumbles out of the smoke. It is TC-14, carrying the tray of empty drinks.

TC-14
Oh, excuse me, so sorry.

The protocol droid passes the armed camp just as two flashing laser swords fly out of the deadly fog, cutting down several battle droids before they can fire.

INT. FEDERATION BATTLESHIP - BRIDGE

The bridge is a cacophony of ALARMS. Nute and Rune watch OWO-1 on the view screen.

OWO-1
Not sure exactly what...

OWO-1 is suddenly cut in half. Rune gives Nute a worried look.

NUTE
Seal off the bridge.

RUNE
That won't be enough, sir.

The doors to the bridge SLAM shut.

RUNE
(continuing)
We will not survive this.

INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE

Qui-Gon cuts several battle droids in half, creating a shower of sparks and metal parts. Obi-Wan raises his hand, sending several battle droids into the wall.

Qui-Gon makes his way to the bridge door and begins to cut through it with his sword.

INT. FEDERATION BATTLESHIP - BRIDGE

The CREW is very nervous as sparks fly around the bridge door.

Qui-Gon and Obi-Wan are on the view screen.

NUTE
Close the blast doors!

Three massive blast doors slam shut, one after the other, a HISSING SOUND rising as the huge doors seal shut.

Qui-Gon stabs the door with his sword. The screen goes black as a red spot appears in the center of the blast door.

RUNE
They're still coming through!

On the door, chunks of molten metal drop away.

RUNE
(continuing)
Where are those destroyer droids?!

INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE

Ten DESTROYER WHEEL DROIDS roll down the hallway at full speed. Just before they get to the bridge area, they stop and transform into their battle configuration. Qui-Gon can't see them but senses their presence.

QUI-GON
Destroyer droids!

OBI-WAN
I'd say this mission is past the negotiation stage.

The wheel droids, led by P-59, rush the entry area from three hallways, blasting away with their laser guns. They stop firing and stand in a semi-circle as the smoke clears. Obi-Wan and Qui-Gon are nowhere to be seen.

P-59
Switch to bio... There they are!

The Jedi materialize at the far end of the hallway. The wheel droids blast away at the two Jedi, who block the bolts with their laser swords.

OBI-WAN
They have shield generators!

QUI-GON
It's a standoff! Let's go!

INT. FEDERATION BATTLESHIP - BRIDGE

Nute and Rune stand on the bridge, watching the view screen as the wheel droids' POV speeds to the doorway.

RUNE
We have them on the run, sir.

TEY HOW
They've gone up the ventilation shaft.

INT. FEDERATION BATTLESHIP - MAIN BAY

Qui-Gon and Obi-Wan appear at a large vent in a giant hangar bay. They are careful not to be seen. Thousands of battle droids are loading onto LANDING CRAFT.

QUI-GON
Battle droids.

OBI-WAN
It's an army.

QUI-GON
You were right to trust your feelings, my Padawan. This is no trade dispute. This is something else. We must warn the people of Naboo. Let's split up. Stow aboard separate ships and meet down on the planet.

OBI-WAN
You were right as well, Master. The negotiations were short.

INT. NABOO PALACE - THRONE ROOM

QUEEN AMIDALA, EIRTAE, SACHE and her Governor, SIO BIBBLE, stand before a hologram of SENATOR PALPATINE, a thin, kindly man.

PALPATINE
...How could that be true? I have assurances from the Chancellor... his Ambassadors did arrive. It must be the... get... negotiate...

The hologram of Palpatine sputters and fades away.

AMIDALA
Senator Palpatine?!?
(turns to Capt. Panaka)
What's happening?

Capt. Panaka turns to his SERGEANT.

CAPT. PANAKA
Check the transmission generators.

BIBBLE
A malfunction?

CAPT. PANAKA
The Federation could be jamming us, your Highness.

BIBBLE
A communications disruption can only mean one thing. Invasion.

AMIDALA
The Federation would not dare go that far.

CAPT. PANAKA
The Senate would revoke their trade franchise, and they'd be finished.

BIBBLE
If they cannot trade profitably, perhaps they intend to take.

AMIDALA
We must continue to rely on negotiation.

BIBBLE
Negotiation? We've lost all communications! And where are the Chancellor’s Ambassadors? We must prepare to defend ourselves.

AMIDALA
I will not condone a course of action that will lead us to war.

EXT. SPACE LANDING CRAFT - TWILIGHT (FX)

Six landing craft fly in formation toward the surface of the planet Naboo.

EXT. NABOO SWAMP - SHALLOW LAKE - TWILIGHT

Three landing craft slowly descend through the cloud cover of the twilight side of the planet. One by one, the Federation warships land in the eerie swamp.

Obi-Wan's head emerges from the mud of a shallow lake. In the background, the activities of the invasion force can be seen in the mist. Obi-Wan takes several deep breaths, and disappears again under the muddy swamp. Troop Transports (MTT's) emerge from the landing craft.

EXT. NABOO EDGE OF SWAMP / GRASS PLAINS - TWILIGHT (FX)

The droid invasion force moves out of the swamp and onto a grassy plain.

OOM-9, in his tank, looks out over the vast army marching across the rolling hills. A small hologram of Rune and Nute stands on the tank.

RUNE
...and there is no trace of the Jedi. They may have hidden inside one of your landing craft.

OOM-9
If they are down here, sir, we'll find them.

NUTE
And what of the invasion?

OOM-9
We are moving out of the swamp and marching on the cities. We are meeting little resistance.

NUTE
Excellent.

EXT. NABOO SWAMP - TWILIGHT

Qui-Gon runs through the strange landscape, glancing back to see the monstrous troop transports, emerging from the mist. ANIMALS run past him in a panic.

An odd, frog-like Gungan, JAR JAR BINKS, squats near a large rock at the edge of the swamp. He feels the ground as it begins to shake.

Jar Jar looks up and sees Qui-Gon and the other creatures running toward him. One of the huge MTT's bears down on the Jedi. Jar Jar’s eyes widen.

Jar Jar grabs onto Qui-Gon as he passes. The Jedi is caught by surprise.

JAR JAR
(with fishy accent)
Over here! Hide!

Qui-Gon follows Jar Jar behind the rock. They watch the war machine fly past and disappear into the mist.

QUI-GON
What is your name, friend?

JAR JAR
Jar Jar Binks.

QUI-GON
Thank you, Jar Jar.

Jar Jar shrugs his shoulders and smiles through a fearful expression.

Qui-Gon starts to move off, and Jar Jar follows.

JAR JAR
You’re not Naboo, and you’re no machine. If you’re not with them, why are you out here?

QUI-GON
(peering into the swamp)
I’m sight-seeing.

Obi-Wan jogs out of the mist, smiles at Qui-Gon and waves. Jar Jar notices.

JAR JAR
You’re tourists? Bad time to visit!

In the distance, two STAPS burst out of the mist at high speed behind Obi-Wan. They fire laser-bolts wildly.

Qui-Gon ignites his lightsaber and sweeps his free hand towards Jar Jar.

QUI-GON
Get down!

Jar Jar is pushed down into the mud by the Force as the laser-bolts pass just overhead.

In one motion, Qui-Gon deflects the bolts back which blows up one of the STAPS, and destroys the second by throwing his sword in a spinning arc, all before Obi-Wan has a chance to react. The lightsaber returns to Qui-Gon’s hand and it retracts. Obi-Wan is exhausted and tries to catch his breath.

OBI-WAN
Sorry, Master, I should’ve sensed them.

Qui-Gon steps closer to his Padawan as Jar Jar pulls himself out of the mud.

QUI-GON
Joy is a strong feeling, and can cloud all others.

Obi-Wan nods and lowers his head.

QUI-GON
(continuing)
That being said, I am glad to see you.

Qui-Gon clasps each of Obi-Wan’s shoulders and smiles.

OBI-WAN
And I you, Master.

JAR JAR
Me glad too, Master.

OBI-WAN
What's this?

QUI-GON
A local. Let's go, before more of those droids show up.

Obi-Wan and Qui-Gon start to run. Jar Jar stops them.

JAR JAR
Don’t go that way. That’s a long way to the city. No holes to hide in. Very dangerous.

They all stop.

QUI-GON
You are more than you seem, aren’t you Jar Jar?

JAR JAR
Me a spy. Me watch the cities above to protect my city below. Me know all the secret hiding places and shortcuts.

QUI-GON
Your city below?
(Jar Jar nods his head)
Can you take us there?

A PULSATING SOUND is heard in the distance.

JAR JAR
Follow me! Hurry!

Jar Jar turns and runs into the swamp.

EXT. NABOO SWAMP LAKE - TWILIGHT

Qui-Gon, Obi-Wan and Jar Jar run to the edge of a murky lake and stop as Jar Jar tries to catch his breath. The transports are heard in the distance.

QUI-GON
Much farther?

JAR JAR
Can you breathe underwater?

Jar Jar points at his neck and fleshy slits flex and open. Gills. Qui-Gon and Obi-Wan pull out small capsules from their utility belts that turn into breathing masks. They look like metallic gills.

JAR JAR
(continuing)
Right. Stay close to me. Naboo no like Gungans. Gungans no like Naboo.

OBI-WAN
Don't worry, this has not been our day for warm welcomes.

Jar Jar jumps, does a double somersault with a twist, and dives into the water.

Breathing masks on, Qui-Gon and Obi-Wan wade in after him.

EXT. NABOO LAKE - UNDERWATER

Qui-Gon and Obi-Wan swim behind Jar Jar, who is very much at home in the water. Down they swim into the depths. In the distance the glow of Otoh Gunga, an underwater city made up of large bubbles, becomes more distinct.

They approach the strange, art nouveau habitat. Jar Jar swims magically through one of the bubble membranes, which seals behind him. Obi-Wan and Qui-Gon follow.

INT. OTOH GUNGA - CITY SQUARE

GUNGANS in the square scatter when they see the strange Jedi. Four GUARDS armed with long electro-poles ride two-legged KAADUS into the square. The guards, led by CAPTAIN TARPALS, point their lethal poles at the dripping trio.

JAR JAR
Heyo-dalee, Cap'n Tarpals!

CAPT. TARPALS
You bring prisoners?

JAR JAR
No. Friends. Saved my life. War is on above.

CAPT. TARPALS
War? With the Naboo?

JAR JAR
Something else. Machines.

Qui-Gon steps forward.

QUI-GON
We must see your leader. Time is of the essence.

INT. OTOH GUNGA - HIGH TOWER BOARD ROOM

The Bosses' Board Room has bubble walls, with small lighted fish swimming around outside like moving stars. A long circular judge's bench filled with GUNGAN OFFICIALS dominates the room. Obi-Wan and Qui-Gon stand facing BOSS NASS, who sits on a bench higher than the others.

BOSS NASS
You cannot be here. This army of machines above is no reason to allow you below!

QUI-GON
That droid army is about to attack the Naboo. We must warn them.

BOSS NASS
We do not like the Naboo, and they do not like us. The machines can have them.

OBI-WAN
After those droids take control of the surface, they will come here to take control of you.

BOSS NASS
Me don’t believe the machines will. We are hidden here below, and will remain hidden. They won’t find us.

OBI-WAN
You and the Naboo form a symbiotic circle. The Naboo mine the veins of precious metals and fuels, and you live in the spent mine shafts that remain. This relationship has existed for centuries. What happens to one of you will affect the other. You must understand this.

BOSS NASS
We know nothing of symbiotic circles, Outlander, and we don’t care what happens to the Naboo. They’ve mined our homeland for far too long.

QUI-GON
(waves his hand)
Then send us on our way with your scout Jar Jar on a reconnaissance mission.

BOSS NASS
We send you with Jar Jar to spy on the machines.

QUI-GON
We need transport.

BOSS NASS
Prepare a bongo. The fastest path to Naboo is through the Stygian Caves. Now go.

QUI-GON
Thank you for your help. We go in peace.

Qui-Gon and Obi-Wan turn to leave.

OBI-WAN
Master, what’s a bongo?

QUI-GON
A transport, I hope. Come, Jar Jar.

JAR JAR
The Caves? I know the way, but are you sure about this?

EXT. NABOO CITY - UNDERWATER - SUB (FX)

A strange little submarine propels itself away from the Otoh Gunga, leaving the glow of the settlement in the distance.

INT. SUB COCKPIT - UNDERWATER

Obi-Wan sits in the co-pilots seat, while Jar Jar guides the craft.

JAR JAR
(smiling)
Everyone comfortable? I hope you enjoy the ride. Out the starboard window you will see the white reef, home to...

OBI-WAN
(whispering)
Master, are you sure you know what you’re doing? This creature, however friendly, is a liability.

QUI-GON
Just relax, Obi-Wan. The Force has brought us this far. Enjoy the ride.

JAR JAR
Yes, sit back and soak in the scenery!

Jar Jar veers the craft to the left and turns the exterior lights on. The coral vistas are grand, fantastic, and wondrous.

JAR JAR
(continuing)
The coral is called Gungan Weed. You see how it reacts to the light? The coral hides, like us.

As the little sub glides into the canyon, a large dark shape behind follows.

JAR JAR
(continuing)
Yes, the Gungan Weed line the edge of the Abyss Rift. Some say its depth reaches the planet’s core... See the network of Naboo mines?

Beyond the edge of the Rift, the shadowy shape of an enormous, metallic trunk line plunges the depths of the abyss, with access branches diverting off the main and attaching to the rift edge. The craft follows the edge of the rift. The network of mines disappear into the black beneath them.

OBI-WAN
Amazing. No wonder why the Trade...

Suddenly there is a loud CRASH, and the little craft lurches to one side.

Qui-Gon looks around and sees a huge, luminous OPEE SEA KILLER has hooked them with its long gooey tongue.

QUI-GON
Full throttle, Jar Jar.

Instead of full ahead, Jar Jar jams the controls into reverse. The sub flies into the mouth of the creature.

OBI-WAN
Give me the controls.

JAR JAR
Just relax. I’ve got it under control...

Jar Jar hits a button and the engines flare. The OPEE SEA KILLER instantly releases the sub from its mouth. It begins to give chase, but as the sub zooms away they see a larger set of jaws, munching on the hapless killer. The jaws belong to the incredible SANDO AQUA MONSTER. The lights on the tiny sub flicker as they cruise deeper into the gloom.

QUI-GON
There's always a bigger fish.

INT. FEDERATION BATTLESHIP - BRIDGE

Nute and Rune stand before a hologram of Darth Sidious.

NUTE
The invasion is on schedule, My Lord.

DARTH SIDIOUS
Good. The Senate is bogged down in procedures. By the time this troublesome incident comes up for a vote, they will accept your control of the system, and endorse any settlement that allows Naboo’s fuel and raw materials to begin flowing again.

NUTE
The Queen has great faith the Senate will side with her.

DARTH SIDIOUS
Queen Amidala is young and naive. The Senators care nothing for the Republic. They care only for themselves. Her faith will break, Viceroy, and she will sign your treaty. You have done well.

NUTE
Thank you, My Lord.

Darth Sidious fades away.

RUNE
You didn't tell him about the missing Jedi?

NUTE
No need to report that to him, until we have something to report.

INT. SUB COCKPIT - UNDERWATER

Sparks fly as water leaks into the cabin. The sound of the POWER DRIVE drops.

OBI-WAN
...we're losing power.

Obi-Wan works with the sparking wires. Jar Jar panics at the controls.

QUI-GON
Stay calm. We're not in trouble yet.

JAR JAR
Yet?

OBI-WAN
Power's back.

The lights flicker on, revealing an ugly COLO CLAW FISH right in front of them.

JAR JAR
Now we’re in trouble!

The large colo claw fish is surprised and rears back. Jar Jar turns the sub around and speeds away.

OBI-WAN
We’re not going to make it...

JAR JAR
Yes we are.

The colo claw fish leaps after the fleeing sub as it shoots out of the tunnel and towards waiting jaws of the sando aqua monster.

The sub narrowly avoids the deadly teeth of the aqua monster. The colo claw fish chasing them isn't so lucky. It is munched in half by the larger predator. The little sub slips away.

QUI-GON
Well done, Jar Jar. Head for that outcropping.

EXT. THEED - MAIN ROAD INTO THEED - DAY (FX)

The long columns of the DROID ARMY move down the main road leading to Theed, the Naboo capital. Droids prod and herd NABOO CITIZENS, hands above their heads in submission, down the thoroughfare in the opposite direction. The fearful Naboo watch the marching droids in shock.

EXT. THEED PLAZA - DAY (FX)

As the Queen watches helplessly from a window in the palace, a transport carrying Nute and Rune lands in Theed Plaza. They exit the transport and survey with approval the purging of the city’s citizens. He looks up at the palace.

NUTE
Are the prisoner camps visible from the palace windows?

RUNE
Yes. They are being constructed just outside the city walls. The Queen will witness the suffering of her people.

NUTE
Good.

INT. NABOO LAKE - UNDERWATER - SUB (FX)

The little sub continues to propel itself toward the surface, which is brightly lit.

JAR JAR
We made it!

EXT. OUTSIDE THEED WALLS - ESTUARY - DAY

Paradise. Clouds of white mist frame a pool at the base of a waterfall. The waterfall masks the LOUD RUSH OF BUBBLES as the small sub bobs to the surface.

Obi-Wan switches off the two remaining bubble canopies. Qui-Gon stands up to look around and raises a pair of electro-binoculars to his eyes. Jar-Jar lets out a sigh of relief.

Qui-Gon finds the citizens of Naboo being herded behind electrified fence like animals. The droids push them along. Tents are raised to house the prisoners.

QUI-GON
The occupation has begun. We must be quick.

Qui-Gon lowers the binoculars. The three look up to the top of the waterfall.

EXT. THEED - PALACE - DAY

The waterfalls of Theed sparkle in the noonday sun.

INT. THEED - PALACE THRONE ROOM - DAY

Queen Amidala, Sio Bibble, and five of her handmaidens (Eirtae, YANE, Padme, RABE, Sache) are surrounded by TWENTY DROIDS. Capt. Panaka and FOUR NABOO GUARDS are also held at gunpoint. Nute and Rune stand in the middle of the room.

BIBBLE
How will you explain this invasion to the Senate?

NUTE
The Naboo and the Trade Federation will forge an alliance that will legitimize our presence here, and include exclusive rights to mine your planets abundant resources. The Naboo will be duly compensated, of course. I've been assured it will be ratified by the Senate.

AMIDALA
I will not co-operate.

NUTE
Now, now, Your Highness. You will cooperate for the lives of your people. In time, their suffering will persuade you to see our point of view. Commander.
(OOM-9 steps forward)
The Queen is to be our guest in the palace. Process the rest.

OOM-9
Yes, sir!
(turns to his sergeant)
Take them to Camp Four.

The sergeant marches the group out of the throne room. The Queen watches them leave, fear in her eyes. Nute and Rune smile.

EXT. PALACE - PLAZA - DAY

Padme, Eirtae, Yane, Rabe, Sache, Capt. Panaka, Sio Bibble, and four guards are led out of the palace by ten battle droids. The plaza is filled with tanks and battle droids, which they pass on their way to the detention camp. Unbeknownst to them, Qui-Gon, Obi-Wan, and Jar Jar sneak across on a walkway above the plaza and jump down from a balcony to attack.

Four battle droids are instantly cut down. More droids move forward and are also cut down by the Jedi’s flashing lightsabers until there is only the droid sergeant left. The sergeant starts to run but is pulled back to Qui-Gon by the Force and dispatched.

JAR JAR
No trouble here!

The group is amazed. Jar Jar is getting used to this. They move between two buildings.

QUI-GON
We are the Ambassadors for the Supreme Chancellor. Where is the Queen?

BIBBLE
The Viceroy is holding her captive in the palace. Your negotiations seem to have failed, Ambassador.

QUI-GON
The negotiations never took place. We must make contact with the Republic.

Capt. Panaka steps forward.

CAPT. PANAKA
They've knocked out all our communications.

QUI-GON
Do you have transports?

CAPT. PANAKA
In the main hangar. This way.

OBI-WAN
What about the Queen?

Capt. Panaka glances at Padme and the young girl nods as if in affirmation.

CAPT. PANAKA
The Queen is strong, Ambassador. She will not fail her people. We must not fail her now.

Qui-Gon observes Padme, stroking his beard. She looks at him and holds his gaze. He smiles.

OBI-WAN
But they’ll kill her!

BIBBLE
They wouldn't dare.

CAPT. PANAKA
They need her to sign a treaty to make this invasion of theirs legal. They can't afford to kill her.

QUI-GON
The situation here is not what it seems...

Padme breaks eye contact with Qui-Gon

QUI-GON
(continuing)
There is something else behind all this. But my feelings tell me the Queen is safe.

BIBBLE
Our only hope is for the Senate to side with us... Senator Palpatine will need my help. I will plead our case before the Senate.

CAPT. PANAKA
Getting past their blockade is next to impossible, Ambassador.

QUI-GON
The Force is with us, Captain. We must flee for Coruscant.

They disappear down an alleyway as ALARMS are sounded

INT. CENTRAL HANGER - HALLWAY - DAY

Capt. Panaka cracks open a side door to the central hangar. Qui-Gon looks in over his shoulder. Obi-Wan, Jar Jar, and the rest of the group are behind him. They see several Naboo spacecraft guarded by about fifty battle droids. ALARMS can be heard in the distance.

CAPT. PANAKA
There are too many of them.

QUI-GON
They won't be a problem.

INT. CENTRAL HANGER - DAY

The door opens to the main hangar. Qui-Gon, Obi-Wan, Jar Jar, Capt. Panaka, two guards, and three handmaidens (Padme, Eirtae, Rabe), followed by Sio Bibble, head for a sleek chrome spacecraft. Yane and Sache stay behind. The handmaidens begin to cry.

CAPT. PANAKA
We need those pilots.

Capt. Panaka points to TWENTY GUARDS, GROUND CREW, and PILOTS held in a corner by six battle droids.

OBI-WAN
I'll take care of them, Master.

Obi-Wan heads toward the group of captured pilots.

Qui-Gon and Bibble, Capt. Panaka, Jar Jar, and the rest of the group approach the guards at the ramp of the Naboo craft.

GUARD DROID
Where do you think you’re going?

QUI-GON
I'm Ambassador for the Supreme Chancellor-

DROID GUARD
You're under arrest!

The droid guard draws his weapon, but before any of the droids can fire, they are cut down. Other guards run to their aid. Obi-Wan attacks the guards around the pilots. Qui-Gon stands, fighting off droids as the others rush on board the spacecraft. Obi-Wan, the freed pilots (including RIC OLIE), guards and ground crew members rush on board the ship. Once everyone has made it onto the ship, Qui-Gon jumps on board. ALARMS sound. More droids rush into the hangar and fire as the ship takes off.

EXT. THEED - HANGER ENTRY - DAY (FX)

The ship exits the hangar as battle droids standing in the hangar shoot at it.

EXT. SPACE (FX)

The sleek spacecraft speeds away from the planet of Naboo and heads for the deadly Federation blockade.

INT. NABOO SPACECRAFT - COCKPIT

The pilot, Ric Olie, navigates toward the massive battleship. Qui-Gon and Capt. Panaka watch.

RIC OLIE
Our communications are still jammed.

EXT. SPACE BATTLE

The Naboo spacecraft, surrounded by explosions, heads even closer to the massive Federation battle ships.

INT.NABOO SPACECRAFT - COCKPIT

RIC OLIE
There's the blockade. Hang on.

ALARM sounds fill the cockpit.

RIC OLIE
(continuing)
The shield generator's been hit. Powering down... Send out the repair droids.

INT. NABOO SPACECRAFT - DROID HOLD

The lights go on, and all the droids are activated. Droids rush to an exterior air lock, except for the red one, who runs into a wall.

One little blue Astro Droid, ARTOO DETOO, who is especially dedicated, lets out a loud screech as he enters an air lock and is ejected onto the exterior of the ship.

CAPT. PANAKA
Stay on course!

QUI-GON
Do you have a cloaking device?

CAPT. PANAKA
No. This is not a warship. We have no weapons.

RIC OLIE
The shields are gone. Evasive manoeuvres.

EXT. NABOO SPACECRAFT - FEDERATION BATTLESHIP

The droids pop onto the exterior of the Naboo Spacecraft; the ship races across the surface of the massive Federation battleship, as its guns blast two Astro Droids to pieces.

OBI-WAN
We're losing droids fast.

CAPT. PANAKA
If they can't get those shield generators fixed...

EXT. NABOO SPACECRAFT - ENGINES

The Federation battleship blows away one more Astro Droid. The blue droid connects some wires, causing sparks to fly.

RIC OLIE
Power’s back! That little droid did it. He bypassed the main power drive.
Deflector shield up, at maximum.

The lone blue droid finishes his repairs and rolls back into the ship. The Naboo spacecraft races away from the Federation battleship. DROID FIGHTERS give chase.

RIC OLIE
(continuing)
There's not enough power to reach Coruscant...the hyperdrive is leaking.

QUI-GON
Chart a course in the opposite direction. Hurry!

CAPT. PANAKA
Opposite direction?

QUI-GON
They’ll never expect it. It will buy us time.

Obi-Wan studies a star chart on a monitor.

OBI-WAN
Here, Master. Tatooine... It's small, out of the way, poor... The Trade Federation has no presence there.

CAPT. PANAKA
How can you be sure?

QUI-GON
It’s an outer rim planet. Controlled by the Hutts... Gangsters...

JAR-JAR
Sounds like a good place to hide.

QUI-GON
(smiles)
Yes, Jar Jar. A good place to hide. Repair the ship.

Droid fighters begin firing on the ship.

RIC OLIE
Course is plotted. Whatever we do, we better do it fast!

CAPT. PANAKA
Do it!

EXT. SPACE - NABOO SPACECRAFT (FX)

The Naboo spacecraft races away into hyperspace, a thin trail of fuel swirling in its wake.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

Nute and Rune sit around a conference table with a hologram of Darth Sidious.

NUTE
We control all the cities in the north and are searching the surrounding swamps for any other settlements...

DARTH SIDIOUS
Destroy all high-ranking officials, Viceroy... slowly... quietly. And Queen Amidala, has she signed the treaty?

NUTE
She remains steadfast, My Lord.

DARTH SIDIOUS
Why does she still cling to hope? If what you say is true, Naboo is finished. Her kingdom is in ruin. Unless...

Nute swallows.

DARTH SIDIOUS
Is there something you wish to tell me, Viceroy?

NUTE
One Naboo cruiser escaped the blockade. We believe they are headed for Coruscant. The Jedi Ambassadors are on board, as well as the Governor of Theed.

DARTH SIDIOUS
Viceroy, find them! Kill them before Queen Amidala’s very eyes. I want that treaty signed.

NUTE
My Lord, it's impossible to locate the ship. It's out of our range.

DARTH SIDIOUS
Not for a Sith...

A second SITH LORD appears behind Darth Sidious.

DARTH SIDIOUS
(continuing)
...Viceroy, this is my apprentice. Lord Maul. He will find your lost ship.

NUTE
Yes, My Lord.

The hologram fades off.

INT. NABOO SPACECRAFT - COCKPIT

Obi-Wan, Qui-Gon, and Capt. Panaka watch over Ric Olie’s shoulder. A large yellow planet appears directly ahead. Ric Olie searches his scopes.

OBI-WAN
That's it. Tatooine.

RIC OLIE
There's a settlement...a spaceport, looks like.

QUI-GON
Land near the outskirts. We don't want to attract any attention.

As the ship begins its descent, Obi-Wan and Qui-Gon step aside, their faces lined with worry.

OBI-WAN
Do you feel it too, Master?

QUI-GON
Yes. A Convergence in the Force.

OBI-WAN
A Convergence? It’s overwhelming, but it feels...

QUI-GON
Blank.

OBI-WAN
Yes, Master.

QUI-GON
A clean slate. Neither Light nor Dark. A rare thing, my Padawan. And it’s here...

EXT. TATOOINE - SPACE (FX)

The ship heads toward the planet of Tatooine.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY (FX)

The Naboo spacecraft lands in the desert in a swirl of dust. The spaceport of Mos Espa is seen in the distance.

EXT. NABOO SPACECRAFT - MAIN AREA

Obi-Wan hoists the hyperdrive out of a floor panel.

Jar Jar stands next to Artoo in the hallway as Qui-Gon (dressed as a farmer) enters the main area.

OBI-WAN
The Hyperdrive generator is ruptured. We need a new one.

Qui-Gon moves closer to Obi-Wan and speaks quietly to him.

QUI-GON
Don't let them send any transmissions. Even to Coruscant. Disable it if you have to. The Federation will try to trace any signal.

OBI-WAN
And what about the Convergence? It, whatever it is, clouds my senses.

QUI-GON
The Convergence is why we are here. All serves the will of the Force. We will not leave this planet until we discover what the Convergence is.

Qui-Gon goes into the hallway to meet up with Artoo and Jar Jar. They head to the exit ramp.

EXT. TATOOINE – DESERT – SPACESHIP – DAY

They start their trek across the desert toward the city of Mos Espa. In the distance, a strange looking caravan makes its way toward the spaceport.

JAR JAR
This sun is murder to the skin.

From the spaceship, Padme runs toward them.

PADME
Wait!

Qui-Gon stops as she catches up. Padme is dressed in rough peasant's garb.

PADME
(continuing)
It is my duty to accompany you. The Queen would insist on it.

QUI-GON
Well, she is not here, is she?

Padme is silent but unwavering.

QUI-GON
(continuing)
This spaceport is not going to be pleasant...

PADME
The very reason your search party is in need a woman’s touch.

QUI-GON
Stay close to me.

He gives Padme a stern look.

EXT. MOS ESPA - STREET - DAY

The little group walks down the main street of Mos Espa. They pass dangerous looking citizens of all types.

QUI-GON
...moisture farms for the most part, but also a few indigenous tribes and scavengers. The few spaceports like this one are havens for those who do not wish to be found...

PADME
Like us.

Jar Jar nods in agreement.

Artoo whistles along, with perfect confidence.

JAR JAR
Good place to hide.
(steps in ooze)
Ooooh...icky...icky...goo.

EXT. MOS ESPA - JUNK DEALER PLAZA - DAY

The group comes to a little plaza surrounded by several junk spaceship dealers. They pass by each one, Qui-Gon in the lead.

QUI-GON
This looks like the one.

They head for a little junk shop that has a huge pile of broken spaceships stacked up behind it.

INT. WATTO'S JUNK SHOP - DAY

Qui-Gon, Jar Jar, Padme, and Artoo enter the dingy junk shop and are greeted by WATTO, a pudgy blue alien who flies on short little wings like a hummingbird.

WATTO (SUBTITLED)
(What do you want?)

QUI-GON
I need parts for a J-type 327 Nubian.

WATTO
Ah yes, ah yes. Nubian. We have lots of that. What kinda junk?
(subtitled)
(Boy, get in here! Now!)

QUI-GON
My droid here has the specifications of the parts I need.

A dishevelled boy, ANAKIN SKYWALKER, runs in from the junk yard. He is about nine years old, very dirty, and dressed in rags. Watto raises a hand, and Anakin flinches.

WATTO (SUBTITLED)
(What took you so long?)

ANAKIN (SUBTITLED)
(I was cleaning the bin like you...)

WATTO (SUBTITLED)
(Never mind! Watch the counter. I've got some selling to do here.)
(to Qui-Gon)
Soooo, let me take- a thee out back. Ni you'll find what you need.

Jar Jar picks up a gizmo, trying to figure out its purpose. Qui-Gon takes the part out of his hand and puts it back.

QUI-GON
Keep an eye on things for me.

Jar Jar nods. Artoo and Qui-Gon follow Watto toward the junk yard, leaving Jar Jar with Padme and the young boy Anakin.

Anakin sits on the counter, pretending to clean a part, staring at Padme. Padme is a little embarrassed by his stare, but she musters up an amused smile.

Finally, he musters the courage to speak.

ANAKIN
You’re not from around here, are you?

PADME
Why do you say that?

Anakin grabs Padme’s hand with surprising speed.

ANAKIN
No sand under your fingernails...

He brushes her hair. Padme does not shrink away.

ANAKIN
(continuing)
No tangles in your hair... And your skin is soft...

He smiles and lets go of her hand.

PADME
You're a clever little boy.

ANAKIN
I need to be, or I’ll be sold. Or traded.

PADME
You're... a slave?

Anakin looks at Padme defiantly.

ANAKIN
My name is Anakin.

PADME
Mine is Padme. I am glad to meet you, Anakin.

Jar Jar pushes the nose on what appears to be a LITTLE DROID, and it instantly comes to life, grows legs and arms, and starts marching around, knocking over everything. Jar Jar holds on but can't stop it.

ANAKIN
Hit the nose!

Jar Jar hits the nose, and the droid collapses back into its original state. Anakin and Padme laugh. Anakin watches Padme straighten her hair.

EXT. WATTO'S JUNK YARD - BEHIND SHOP - DAY

Watto reads a small portable monitor he holds in one hand, hovering before a hyperdrive.

WATTO
Here it is... a T-14 hyperdrive generator!! Thee in luck, I'm the only one hereabouts who has one... but thee might as well buy a new ship. Sying of which, how's thee going to pay for all this?

QUI-GON
I have 20,000 Republic dataries.

WATTO
Republic credits?!? Republic credits are no good out here. I need something I can use...

QUI-GON
I don't have anything else.
(raising his hand)
But credits will do fine.

WATTO
No they won'ta.

Qui-Gon, using his mind power, waves his hand again.

QUI-GON
Credits will do fine.

WATTO
No, they won'ta. What you think you're some kinda Jedi, waving your hand around like that? I'm a Toydarian. Mind tricks don'ta work on me. Only money. No money, no parts! No deal! And no one else has a T-14 hyperdrive, I promise you that.

INT. WATTO'S JUNK SHOP - DAY

Jar Jar pulls a part out of a stack of parts to inspect it, and they all come tumbling down. He struggles to catch them, only to knock more down.

Anakin and Padme are oblivious.

ANAKIN
...wouldn't have lasted long if I weren't so good at fixing things. I'm making my own droid...

Qui-Gon hurries into the shop, followed by Artoo.

QUI-GON
We're leaving.

Jar Jar follows Qui-Gon. Padme gives Anakin a loving look.

PADME
Perhaps we will see each other again someday?

ANAKIN
We will...

Padme turns, and Anakin watches her leave.

ANAKIN
(continuing)
...Padme.

Watto enters the junk yard, shaking his head.

WATTO (SUBTITLED)
(Outlanders! They think because we live so far from the center, we don't know nothing.)

ANAKIN (SUBTITLED)
(They seemed nice to me.)

WATTO (SUBTITLED)
(Clean the racks, then you can go home.)

Anakin lets out a “woo-hoo” and runs out the back.

EXT. MOS ESPA - STREET - ALCOVE - DAY

Qui-Gon, Artoo, Jar Jar, and Padme have found a quiet spot between two buildings. The busy street beyond is filled with dangerous looking creatures. Qui-Gon talks on his com-link, while Jar Jar watches the street.

QUI-GON
Obi-Wan, you're sure there isn't anything of value on board?

OBI-WAN (V.O.)
A few containers of supplies, the Queen's travelling wardrobe, maybe. Not enough for you to barter with. Not in the amounts you're talking about.

QUI-GON
All right. Another solution will present itself. I'll check back.

Qui-Gon puts his com-link away and starts out into the main street. Jar Jar grabs his arm.

JAR JAR
We should stay hidden. Bad men are about. Thieves.

QUI-GON
We have nothing of value, that's our problem.

EXT. MOS ESPA - STREET - MARKET - DAY

Qui-Gon, Padme, Jar Jar, and Artoo move out into the street. Jar Jar walks behind the others past an outdoor cafe filled with a rough gang of aliens. One of which is especially ugly, SEBULBA, a spider-like creature. Jar Jar stops for a moment in front of a stall selling dead frogs hanging on a wire. He looks around to see if anyone is looking, then sticks out his tongue, gets hold of one, and pulls it into his mouth.

Unfortunately, the frog is tied tightly to the wire. The VENDOR suddenly appears.

VENDOR
Hey, that will be seven truguts!!

Jar Jar opens his mouth in surprise, and the frog snaps away, ricochets around the market, and lands in Sebulba's soup. As Jar Jar moves away from the vendor, Sebulba jumps up on the table and grabs the hapless Gungan.

SEBULBA (SUBTITLED)
(You!!)

JAR JAR
I’m sorry... sorry!

SEBULBA (SUBTITLED)
(This is yours??)

Sebulba holds the frog up to the Gungan. SEVERAL OTHER CREATURES start to gather. Sebulba shoves Jar Jar to the ground. The Gungan desperately tries to scramble to safety.

SEBULBA (SUBTITLED)
(continuing)
(A frog eating a frog?)

Jar Jar turns to see Anakin pushing his way next to him. The boy stands up to Sebulba in a very self-assured way.

ANAKIN (SUBTITLED)
(Careful, Sebulba... This one's connected.)

Sebulba stops his assault on Jar Jar and turns to Anakin.

SEBULBA (SUBTITLED)
(Connected?? Whaddya mean, slave?)

ANAKIN (SUBTITLED)
(As in Hutt... big time outlander, this one... I'd hate to see you diced before we race again.)

SEBULBA (SUBTITLED)
(Next time we race, it will be your last! If you weren't a slave, I'd squash you right now.)

Sebulba turns away.

ANAKIN (SUBTITLED)
(Yeah, it'd be a pity if you had to pay for me.)

Qui-Gon, Padme and Artoo arrive.

ANAKIN
(continuing)
Hello again! Your friend here was about to be squashed into orange goo.

JAR JAR
Hey! I’m green-blooded!

QUI-GON
The boy is right, Jar Jar... you were heading for trouble. Thank you, my young friend.

Padme looks at Anakin and smiles. He smiles back. They start walking down the crowded street.

JAR JAR
But it was an accident!

ANAKIN
Fear attracts the fearful. Dugs understand only fear and pain. He was trying to overcome his fear by squashing you... be less afraid.

PADME
And that works for you.

ANAKIN
(he smiles)
To a point.

The desert wind suddenly roars through the dusty street.

ANAKIN
(continuing)
A storm is coming. They are sudden and deadly.
(to Qui-Gon)
Do you have shelter?

QUI-GON
We'll head back to our ship.

ANAKIN
Is it far?

PADME
On the outskirts.

ANAKIN
You won’t make it. Come with me. Hurry!

The group follows Anakin as he rushes down the windy street.

EXT. SPACE – TRADE FEDERATION BLOCKADE

A SITH SPACECRAFT exits hyperspace, slowing as it orbits Naboo below.

INT. SITH SPACECRAFT – COCKPIT

DARTH MAUL sits at the controls. A hologram image of Nute appears above a control panel.

NUTE
Lord Maul, We are sending you the last known coordinates of the escaped Nubian transport. Is there anything else you require?

DARTH MAUL
Silence.

NUTE
Yes, of course. If there’s-

Darth Maul switches off the hologram and pilots the craft towards the coordinates. He pushes a few switches on the control panel.

EXT. SPACE – SITH SPACECRAFT

A laser scan sweeps out from the nose of the Sith Spacecraft, first horizontal, then vertical, and finally at all axes between.

INT. SITH SPACECRAFT – COCKPIT

The monitor lists the results of the scan, including traces of HYPERDRIVE COOLANT and FUEL. Points race across a three-dimensional coordinate map, the computer interpolating a course away from the central planets and towards the outer rim.

Darth Maul smiles and types into the control panel. Another hologram appears of Darth Sidious.

DARTH MAUL
The Nubian spacecraft was damaged during its escape, Master. I’ve detected trace amounts of hyperdrive coolant and fuel.

DARTH SIDIOUS
The Jedi always leave tracks, my apprentice. Even in space.

DARTH MAUL
They did not flee towards Coruscant. They tried to avoid detection by heading towards the outer rim. It will take time to find them.

DARTH SIDIOUS
Patience is one of our many virtues.

DARTH MAUL
At last we will reveal ourselves to the Jedi. At last we will have revenge.

DARTH SIDIOUS
I wait eagerly for news of their death.

The hologram of Darth Sidious disappears.

EXT. SPACE – SITH SPACECRAFT

The Sith Spacecraft’s engines ignite and the ship races out into space.

EXT. MOS ESPA - SLAVE QUARTERS - STREET - SANDSTORM - DAY

The wind blows hard as Qui-Gon, Jar Jar, and Padme follow Anakin down the street and into a slave hovel.

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

Qui-Gon, Jar Jar, Artoo, and Padme enter a small living space.

ANAKIN
Mom! Mom! I'm home.

JAR JAR
This is cozy.

Anakin's mother, SHMI SKYWALKER, a warm, friendly woman of forty, enters from her work area and is startled to see the room full of people.

SHMI
Oh, my! Annie, what's this?

ANAKIN
These are my friends, Mom. This is Padme, and... gee, I don't know any of your names.

QUI-GON
I'm Qui-Gon Jinn, and this is Jar Jar Binks.

Artoo lets out a little beep.

PADME
...and our droid.

ANAKIN
I'm building a droid. You wanna see?

SHMI
Anakin! Why are they here?

ANAKIN
A sandstorm, Mom. Listen.

The wind HOWLS outside.

QUI-GON
Your son was kind enough to offer us shelter.

ANAKIN
Come on! Let me show you Threepio!

Anakin leads Padme into the other room. Artoo follows, BEEPING all the way.

Qui-Gon takes five small capsules from his utility belt and hands them to Shmi.

QUI-GON
I have enough food for a meal.

SHMI
Oh, thank you. I apologize for my lack of hospitality. Fortunately my son does not take after me in that regard.

QUI-GON
He's a very special boy.

Shmi looks at him as if he's discovered a secret.

SHMI
Yes, I know.

INT. ANAKIN'S HOVEL - BEDROOM - DAY

Anakin shows off his ANDROID, which is lying on his workbench. There is one eye in the head; the body, arms, and legs have no outer coverings.

ANAKIN
He's not finished yet. But most of his functions are active.

PADME
He's wonderful!

ANAKIN
He's a protocol droid... to help Mom. Watch!

Anakin pushes a switch, and the droid sits up. Anakin rushes around, grabs an eye and puts it in one of the sockets.

THREEPIO
How do you do? I am See-Threepio, Human Cyborg Relations. How might I serve you?

PADME
I’m impressed.

THREEPIO
(unaware)
Thank you.

ANAKIN
When the storm blows over, I’ll show you my Podracer.

Padme smiles at his enthusiasm. Artoo rolls toward the android and WHISTLES.

THREEPIO
Why hello R2-D2. The pleasure is all mine.

Artoo lets out a flurry of beeps and whistles.

THREEPIO
I beg your pardon... what do you mean I'm naked?

Artoo BEEPS

THREEPIO
My parts are showing? Oh, my goodness. How embarrassing!

EXT. TATOOINE - DESERT - SPACESHIP - DAY

Obi-Wan stands in front of the Naboo spacecraft as the wind whips at his robe. Capt. Panaka exits the ship and joins him, shielding his eyes from the blowing sand.

OBI-WAN
(shouting)
This storm's slowing them down.

CAPT. PANAKA
Any communications?

OBI-WAN
Too much interference.

CAPT. PANAKA
We'd better seal the ship.

Obi-Wan considers for a moment and nods in agreement. Capt. Panaka runs back to the ship. Obi-Wan looks into the sandstorm eclipsing the city and now racing above him.

OBI-WAN
(whispering)
We’re running out of time.

EXT. MOS ESPA - SANDSTORM - DAY

The giant sandstorm engulfs the town and the slave quarters, where drifts of sand build up against Anakin's house.

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

Qui-Gon, Anakin, Shmi, Jar Jar, and Padme are seated around a makeshift table, having dinner as the wind howls outside.

Jar Jar SLURPS his soup rather loudly. Everyone looks at him. He turns a little brighter red.

SHMI
All slaves have transmitters placed inside their bodies somewhere.

ANAKIN
I've been working on a scanner to locate them, but no luck.

SHMI
Any attempt to escape...

ANAKIN
...and you blow up...poof!

Padme and Jar Jar are horrified.

PADME
I can't believe there is still slavery in the galaxy. The Republic's anti-slavery laws...

SHMI
The Republic doesn't exist out here... I am thankful for what I have. My home. My son...

An awkward silence. Anakin attempts to end the embarrassment.

ANAKIN
Have you ever seen a Podrace?

Padme shakes her head no. She notices the concern of Shmi. Jar Jar snatches some food from a bowl at the other end of the table with his tongue.

Qui-Gon gives him a dirty look.

QUI-GON
They have Podracing on Malastare. Very fast, very dangerous.

ANAKIN
I'm the only human who can do it.

Shmi looks at her son.

ANAKIN
Mom, what? I'm not bragging. It's true. Watto says he's never heard of a human doing it.

QUI-GON
You must have Jedi reflexes if you race Pods.

Anakin smiles. Jar Jar attempts to snare another bit of food from the bowl with his tongue, but Qui-Gon, in a flash, grabs it between his thumb and forefinger. Jar Jar is startled.

QUI-GON
(continuing)
Don't do that again.

Jar Jar tries to acknowledge with some silly mumbling. Qui-Gon lets go of the tongue, and it snaps back into Jar Jar's mouth.

ANAKIN
You're a Jedi Knight, aren't you?

SHMI
Anakin!

QUI-GON
What makes you think that?

ANAKIN
I saw your laser sword. Only Jedi carry that kind of weapon.

Qui-Gon leans back and smiles.

QUI-GON
Perhaps I killed a Jedi and stole it from him.

ANAKIN
I don't think so...

Qui-Gon thinks for a moment.

QUI-GON
I can see there's no fooling you...
(leans forward)
You mustn't let anyone know about us.

ANAKIN
How did you end up here in the outer rim?

PADME
Our ship was damaged, and we're stranded here until we can repair it.

ANAKIN
I can help! I can fix anything!

QUI-GON
I believe you can, but we must first acquire the parts we need...

JAR JAR
With nothing to trade.

PADME
These junk dealers must have a weakness of some kind.

SHMI
Gambling. Everything here revolves around betting on those awful races.

QUI-GON
Podracing... Greed can be a powerful ally… if it's used properly.

ANAKIN
I've built a racer! There's a big race tomorrow, on Boonta Eve. You could enter my pod. It's all but finished.

SHMI
Anakin, settle down. Watto won't let you.

ANAKIN
Watto doesn't know I've built it.
(to Qui-Gon))
He’ll think it's yours. Make him the right offer, and he’ll let me pilot it for you.

Qui-Gon looks to Shmi. She is upset.

SHMI
I don't want you to race again, Annie... I die every time Watto makes you do it.

ANAKIN
But Mom, I love it... and they need our help... The prize money would more than pay for the parts they need.

QUI-GON
Your mother's right, Anakin. Is there anyone friendly to the Republic who could help us?

Shmi shakes her head no.

ANAKIN
We’re friendly to the Republic-

SHMI
Anakin, don't.

ANAKIN
-and we can help you!

QUI-GON
I admire your courage, but we will find another way.

SHMI
No, Annie's right, there is no other way... I may not like it, but he can help you... he was meant to help you.

ANAKIN
Is that a yes? That is a yes!

The storm continues to rage outside the slave hovel.

EXT. MOS ESPA - JUNK DEALER PLAZA - DAY

The storm has passed. Vendors and street people clean up the mess and rebuild their food stalls. Jar Jar sits on a box in front of Watto's parts shop, watching all the activity. Artoo stands next to him. Padme stops Qui-Gon as he is about to enter the shop.

PADME
Are you sure about this? Trusting our fate to a boy we hardly know. The Queen would not approve.

QUI-GON
(smirking)
The Queen does not need to know.

PADME
Well, I don't approve.

Qui-Gon turns and starts into the shop.

INT. WATTO'S JUNK SHOP - DAY

Watto and Anakin are in the middle of an animated discussion in Huttese.

Qui-Gon walks in, and Watto and Anakin join him.

WATTO
The boy tells me you wanta sponser hi insa race. You can't afford parts. How can you do this? Not on Republic credits, I think.
(he laughs)

QUI-GON
My ship will be the entry fee.

Qui-Gon pulls a small object that looks like a watch out of his pocket, and a small hologram of the Naboo spacecraft appears in front of Watto. He studies it.

WATTO
Not bad... not bad... a Nubian.

QUI-GON
It's in good order, except for the parts we need.

WATTO
But what would the boy ride? He smashed up my Pod in the last race. It will take too long to fix it.

Anakin is embarrassed and steps forward.

ANAKIN
Sebulba flashed me with his vent ports. I actually saved the Pod... mostly.

WATTO
(laughing))
That you did. The boy is good, no doubts there.

QUI-GON
I have... acquired a Pod in a game of chance.

WATTO
I hope you didn't kill anyone I know for it.
(laughs))
So, you supply the Pod and the entry fee, I supply the boy. We split the winnings fifty-fifty, I think.

QUI-GON
Fifty-fifty!?! If it's going to be fifty-fifty, I suggest you front the cash for the entry. If we win, you keep all the winnings, minus the cost of the parts I need... If we lose, you keep my ship.

Watto thinks about this. Anakin tries not to be nervous.

QUI-GON
(continuing)
Either way, you win.

WATTO (SUBTITLED)
Deal! (Your friend is a foolish one, methinks.)

EXT. NABOO SPACECRAFT - TATOOINE DESERT - DAY

Obi-Wan stands outside the Naboo spacecraft, speaking into his com-link.

OBI-WAN
What if this plan fails, Master? We could be stuck here for a long time.

QUI-GON (V.O.)
A ship without a hyperdrive will not get us anywhere, and the boy will not fail.

OBI-WAN
How can you be so sure?

QUI-GON (V.O)
I’m not. But we will soon find out.

EXT. MOS ESPA - SLAVE QUARTERS - PORCH - DAY

Qui-Gon puts the com-link away as Shmi comes onto the porch. Padme, Anakin, Jar Jar, and Artoo work on the engines of the Podracer in the courtyard below.

QUI-GON
You should be proud of your son. He gives without any thought of reward.

SHMI
He knows nothing of greed. He has...

QUI-GON
He has special powers.

SHMI
Yes.

QUI-GON
He can see things before they happen. That's why he appears to have such quick reflexes. It is a Jedi trait.

SHMI
He deserves better than a slave's life.

QUI-GON
The Force is unusually strong with him, that much is clear. Who was his father?

SHMI
There was no father, that I know of... I carried him, I gave him birth... I can't explain what happened.

Qui-Gon and Shmi watch Anakin jump into the little capsule behind the two giant engines of the pod racer. He puts the power pack back into the dashboard. The engines ignite with a ROAR. Everyone cheers.

Shmi, watching from the porch, smiles sadly.

EXT. SLAVE QUARTERS - BALCONY - NIGHT

Anakin sits on the balcony rail of his hovel as Qui-Gon tends to a cut. The boy leans back to look at the vast blanket of stars in the sky.

QUI-GON
Sit still, Anakin. Let me clean this cut.

ANAKIN
I’ve tried counting them, but there are too many! Do they all have a system of planets?

QUI-GON
Most of them. There are billions of mapped star systems. But of those, only the tiniest fraction can support life.

Anakin is silent.

QUI-GON
(continuing)
Life is a rare thing, Anakin. But it is also abundant. We are to be thankful for it, and strive to protect it.

ANAKIN
Ouch!

Qui-Gon wipes a patch of blood off Anakin's arm.

QUI-GON
There, good as new...

Shmi yells from inside the hovel.

SHMI (O.S.)
Annie, bedtime!

Qui-Gon scrapes Anakin's blood onto a com-link chip.

ANAKIN
What are you doing?

QUI-GON
Checking your blood for infections.

SHMI (O.S.)
Annie! I'm not going to tell you again!

QUI-GON
Go on, you have a big day tomorrow.
(beat)
Goodnight.

Anakin rolls his eyes and runs into the hovel. Qui-Gon takes the blood stained chip and inserts it into the com-link. He calls Obi-Wan.

QUI-GON
Obi-Wan...

OBI-WAN (V.O.)
Yes, Master.

QUI-GON
I need an analysis of this blood sample I'm sending you.

OBI-WAN (V.O.)
Blood sample? What for?

QUI-GON
I need a midi-chlorian count.

OBI-WAN (V.O.)
Something must be wrong with the transmission.

QUI-GON
Skies are clear. There should be no interference.

OBI-WAN (V.O.)
But the reading's off the chart... over twenty thousand.

QUI-GON
(almost to himself)
That's it then.

OBI-WAN (V.O.)
What did it come from? Even Master Yoda doesn't have a midi-chlorian count that high!

QUI-GON
No Jedi has.

OBI-WAN (V.O.)
Did you find the Convergence, Master?

QUI-GON
I'm not sure.

The Jedi Knight looks up and sees Shmi in the doorway watching him. Embarrassed, she goes back into the kitchen while Qui-Gon ponders the situation.

EXT. TATOOINE - DESERT MESA - NIGHT

The sinister looking Sith spacecraft lands on top of a desert mesa at dusk, scattering a herd of BANTHAS. Darth Maul walks to the edge of the mesa and studies the landscape with a pair of electrobinoculars. He picks out the lights of three different cities in the distance, and pushes buttons on his electronic armband.

Six football-sized PROBE DROIDS float out of the ship and head off in three different directions toward the cities.

Darth Maul pushes another set of buttons on his other armband. A hologram projector lens snaps into place from his wrist into the palm of his hand. The image of Darth Sidious flickers into view.

DARTH MAUL
I lost the hyperdrive trail just outside the planet Tatooine’s orbit, Master.

DARTH SIDIOUS
It will not take long for you to locate the Jedi. Make it quick. The time for indulgences will come.

Darth Maul is silent; unsure.

DARTH SIDIOUS
(continuing)
What troubles you, my apprentice?

DARTH MAUL
Our plans may have changed, my Master. I feel we’ve found what we’ve been searching for.

DARTH SIDIOUS
The Divergence in the Force? It is there?

DARTH MAUL
Yes, Master. It is so powerful...

DARTH SIDIOUS
Find it and bring it back to me. We must not allow it to fall into the hands of the Jedi.

EXT. MOS ESPA - ARENA - MAIN HANGER - DAY

RACE CREWS mill about outside the Main Hanger.

INT. MOS ESPA - ARENA - MAIN HANGER - DAY

The hangar is a large building with a dozen or so Podracers being readied for the race. ALIEN CREWS and PILOTS rush about, making last minute fixes to their vehicles. Watto, Qui-Gon, and Jar Jar walk through the activity.

WATTO
...and I want to see your spaceship the moment the race is over.

QUI-GON
You don't think Anakin will win?

Watto stops before an orange racer. Sitting to one side, having his shoulders and neck massaged by TWIN YOBANAS, is Sebulba.

WATTO
Don't get me wrongo. I have great faith in the boy. He's a credit to your race, but Sebulba there is going to win.

QUI-GON
Why?

WATTO
He always wins.
(laughs)
I'm betting heavily on Sebulba.

QUI-GON
I'll take that bet.

WATTO
(suddenly stops laughing)
What?! What do you mean?

QUI-GON
I'll wager my new racing pod against... say... the boy and his mother.

WATTO
A Pod for slaves? I don't think so... Just one... the mother, maybe... the boy isn't for sale.

QUI-GON
You’d separate the boy from his mother?

Watto remains firm.

QUI-GON
(continuing)
Both, or no bet.

Watto shakes his head.

WATTO
No Pod's worth two slaves... not by a long shot... one slave or nothing.

QUI-GON
The boy, then...

WATTO
You’d separate the boy from his mother?

Watto smiles and pulls out a small cube from his pocket.

WATTO
(continuing)
We'll let fate decide. Blue it's the boy, red his mother...

Watto tosses the cube down. Qui-Gon lifts his hand slightly; it turns blue.

Qui-Gon smiles. Watto is angry.

WATTO
You won the small toss, outlander, but you won't win the race, so... it makes little difference.

Anakin and Padme enter the hangar on one of the EOPIES, pulling an engine. KITSTER, a friend of Anakin, sits on the other Eopie pulling another engine. With Threepio walking alongside, Artoo trundles behind, pulling the Pod with Shmi sitting on it. Watto passes Anakin as he leaves.

WATTO (SUBTITLED)
(Better stop your friends betting, or I'll end up owning him, too.)

Watto walks off, laughing.

ANAKIN
What did he mean by that?

QUI-GON
I'll tell you later.

EXT. MOS ESPA - STREET - DAY

One of Darth Maul's probe droids slowly floats down the main street of Tatooine. It looks in shops and studies PEOPLE as it searches for Obi-Wan and Qui-Gon.

EXT. MOS ESPA - DESERT RACE ARENA - DAY

An EXTREME HIGH WIDE ANGLE reveals a vast arena in the Tatooine desert. A large semi-circular amphitheatre that holds at least a hundred thousand people dominates the landscape. Large viewing platforms loom over the racetrack.

INT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)

A two-headed ANNOUNCER describes the scene.

FODE/BEED
A: (Greetings! We have perfect weather today for the Boonta classic. The most hazardous of all Podraces.)

B : That's absolutely right. And a big turnout here, from all corners of the Outer Rim territories. I see the contestants are making their way out onto the starting grid.

EXT. MOS ESPA - DESERT RACE ARENA - DAY

On the left side of the tracks across from the grandstands, a line of Podracers emerges from the large hangar, surrounded by several CREW MEMBERS. Pods are pulled by a wide variety of CREATURES and are led by aliens carrying flags. The PILOTS stand facing the royal box.

FODE/BEED (O.S.)
A : (Yes, there they are!)
B : I see Ben Quadinaros from the Tund system.
A : (And Gasgano in the new Ord Pedrovia.)
B : Two time winner, Boles Roor...
A : (On the front line the reigning champion, Sebulba from Pixelito. By far the favorite today.)
B : And a late entry, Anakin Skywalker, a local boy.
A : ( I hope he has better luck this time.)
B : I see the flaggers are moving onto the track.

EXT. MOS ESPA - ARENA - GRANDSTAND - DAY

Colorful canopies shade some of the SPECTATORS. VENDORS sell barbecued creature parts and colorful drinks.

EXT. MOS ESPA - ARENA - ROYAL BOX - DAY (FX)

The pilots bow from the waist as JABBA THE HUTT enters the box and waves to the crowd.

FODE/BEED
A : (His honor, our glorious host, Jabba the Hutt has entered the arena.)


The crowd ROARS. Several other SLUG-LIKE HUTTS follow, along with humans and aliens. Several SLAVE GIRLS on a chain are led alongside Jabba.

JABBA (SUBTITLED)
Chowbaso! Tam ka chee Boonta rulee ya, kee madda hodrudda du wundee.
(Welcome!)
Sebulba tuta Pixelito...

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

Sebulba, who is right next to Anakin, stands and waves to his fans. A small pep band plays as his fans wave and cheer.

Kitster attaches the giant engines to Anakin's Pod with a long cable. Shmi gives Anakin a big hug and kiss. She looks him right in the eyes.

SHMI
Be safe.

ANAKIN
I will, Mom. I promise.

She leaves as Anakin checks the cable hitches.

JABBA
...Mawhonic tuta Hok, Teemto Pagalies tuta Moonus Mandel, Anakin Skywalker tuta Tatoonine....

The crowd YELLS. Anakin waves to the crowd, as Jabba continues with his introductions. Sebulba moves over to one of Anakin's engines. Kitster and Jar Jar unhitch the Eopies, and Kitster leads them away. Artoo BEEPS that everything is OK. Jar Jar pats Anakin on the back.

JAR JAR
Don’t be afraid, my friend.

Anakin nods. Padme comes up and gives Anakin a little kiss on the cheek. Sebulba bangs on a part protruding from Anakin's engine. He looks around to see if anyone has noticed.

PADME
You are a brave boy.

ANAKIN
I won't let you down.

Padme moves away as Sebulba edges his way next to Anakin and gives him a sinister grin.

SEBULBA (SUBTITLED)
(You won't walk away from this one, slave scum! You're Bantha poodoo.)


ANAKIN (SUBTITLED)
(Don't bet on it, slime-ball.)

Anakin looks the evil Sebulba in the eye with a cold stare. Qui-Gon approaches, and Sebulba backs off toward his racer.

JABBA (SUBTITLED)
...Ka bazza kundee hodrudda!
(...Let the challenge begin!)

The crowd lets out a LOUD CHEER. Qui-Gon helps Anakin into his Pod. The boy straps himself into the tiny racer.

QUI-GON
Are you all set, Anakin?
(Anakin nods)
Remember, concentrate on the moment. Feel. Don't think. Trust your instincts.
(he leans close)
And Anakin... You’re racing for your freedom.

Anakin’s eyes widen.

QUI-GON
(continuing)
You know I speak the truth. May the Force be with you.

Qui-Gon steps away as Anakin puts on his goggles. The pilots flip switches, and powerful energy binders shoot between the engines. Anakin flips a switch, and his engine starts. The incredible ROAR of high-powered engines igniting echoes throughout the arena. One driver, ODY MANDRELL, yells at a droid (DUM-4) to get away from the front of his engine. The crowd is tense.

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

The giant power-house engines torque as the pilots gun them. The pilots flip switches, and powerful energy binders shoot between the engines. Aliens carrying large flags move off the track.

FODE/BEED
A : (The power couplings are being activated)
B : Hey, it looks like they're clearing the grid.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

Shmi looks nervously to Qui-Gon as he enters a viewing platform. Padme and Jar Jar are already on board. The platform rises like an elevator.

SHMI
Is he nervous?

QUI-GON
He's fine.

PADME
You Jedi are far too reckless. The Queen...

QUI-GON
The Queen would trust my judgment, young handmaiden. You should too.

PADME
You assume too much.

EXT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)

FODE/BEED
B : Start your engines.

The earth-pounding ROAR of the engines revving is deafening.

EXT. MOS ESPA - ARENA - ROYAL BOX - DAY (FX)

Jabba bites off the head of a frog and spits it at a gong, signalling the start of the race.

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

On a bridge over the track, a great green light at the center flashes. The Podracers shoot forward with a high-pitched scream. Anakin's engine floods and coughs - then dies. All the other Podracers except one swerve around him and disappear down the track. The slave boy struggles to get his racer started. The two-headed announcer reports.

FODE/BEED (O.S.)
A : (And they're off!)

B : Oh...wait. Little Skywalker has stalled.

Padme and Jar Jar are disappointed with Anakin. Qui-Gon puts his arm around a worried Shmi to comfort her. Finally, Anakin's engines ignite. He zooms away after the receding pack of competitors, leaving one Quadra-Pod racer still trying to get started. The two-headed announcer describes the race as it progresses.

FODE/BEED (O.S.)
B : And there goes Skywalker... He'll be hard pressed to catch up with the leaders today.

EXT. MOS ESPA - RACETRACK - DAY (FX)

The Podracers fly across the desert. Sebulba is running neck and neck with MAWHONIC. They round the first turn in the track, side by side. Sebulba drives his Pod into his rival, forcing him into the wall of a large rock formation. Mawhonic crashes in a spectacular display of fire and smoke. Anakin is much faster than the back-end stragglers and passes them easily.

One of the drivers, GASGANO, won't let Anakin by. Anakin tries to pass him on one side and is cut off. He then tries to pass him on the other side and is cut off. As they come up on a cliff drop-off, Anakin backs off, and guns it as Gasgano goes over the cliff. Anakin accelerates so fast that he sails right over the top of Gasgano and speeds away.

Four TUSKEN RAIDERS perched above the race course fire their rifles at the Pods racing in the canyon below them. One shot ricochets off the back of Anakin's Pod.

FODE/BEED
B : Looks like a few Tusken Riaders have camped out on the canyon dune turn.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

Jabba the Hutt and the crowd watch the progress of the race on small, hand-held view screens. Jar Jar is looking over the shoulder of a strange alien named FANTA.

JAR JAR
Where's Annie?

FANTA moves the view screen out of Jar Jar's view. Padme, Shmi, and Qui-Gon watch another screen. All look worried but Qui-Gon.

Artoo, down in the pits with Kitster, lets out a WORRIED SIGH.

EXT. MOS ESPA - RACETRACK - DAY (FX)

Anakin is powering around corners and over hills and cliffs, passing other racers right and left. Sebulba is in the lead. He is being challenged by another racer, XELBREE.

Sebulba slows a little, and as Xelbree pulls alongside, he opens a side vent on the racer's engine and the exhaust starts to cut through the alien's engine.

The blast cuts along the engine until finally it EXPLODES. Sebulba deftly veers away.

Anakin works his way through a dense mass of racers as they zoom over a dune sea, kicking up dust. His Pod shakes violently as he goes over a jump.

One of the Podracers, ODY, catches one of his engines in the sand, and the whole thing EXPLODES.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

Qui-Gon sits quietly, meditating. Padme and Shmi search the landscape for any sign of the racers. Jar Jar is still annoying Fanta for information. The crowd SCREAMS. Watto is laughing with his friends, confident in Anakin's defeat.

The Quadra-Pod engines start just as the racers come around the corner. The driver, BEN QUADINAROS, puts it in gear, and the four engines go off in all directions, EXPLODING in a spectacular display. The Pod drops to the ground as Sebulba enters the arena, closely followed by all the OTHER RACERS.

Kitster strains to see as Artoo BEEPS excitedly. The announcer continues.

FODE/BEED (O.S.)
B ; There goes Quadinaros' power couplings.
A : (Here comes Sebulba in record time.)

Qui-Gon, Padme, Shmi, and Jar Jar yell for joy as Anakin passes.

Lap two. Sebulba and the pack race past the main arena. The crowd stands and YELLS as the Podracers scream off into the distance. Qui-Gon and Padme look worried.

PADME
Here he comes!

EXT. MOS ESPA - RACETRACK - DAY (FX)

Sure enough, coming around the bend is Anakin, quickly gaining on the pack.

The two-headed announcer describes the action. The crowd goes wild.

FODE/BEED (O.S.)
B : It looks like Skywalker is moving up through the field. He's in...
A : (Sixth place, not bad.)

Anakin continues to gain on the pack. Tension for Shmi and Padme is unbearable.

Ody stops in the pits. Droids work on his engines. DUM-4 stands in front of the engine and is sucked in, causing the engine to die. DUM-4 is spit out the back of the engine, bent up. The engine lets out one final wheeze, and EXPLODES in a puff of smoke.

FODE/BEED (O.S.)
A : (Ody Mandrell into the pits for some attention.)

ODY
Droids!

TERTER is getting close to Sebulba, who purposely breaks a small part off his Pod, sending it into Terter's engine, causing him to veer into Anakin. Terter’s Pod unhooks one of the main straps on Anakin's engines that links the Pod to his engines. Anakin struggles to keep control of the little Pod. It whips about wildly.

As the Pod swings near the broken engine strap, Anakin grabs for it.

Finally, he catches the strap and manages to hook it to the Pod.

Sebulba cuts the engine of OBITOKI with his side exhaust, and the racer crashes with a cloud of dust. A third racer, HABBA, flies into the cloud of dust and crashes into Obitoki. Anakin rounds a corner and heads into the cloud of smoke. He hits a part of one of the engines but regains control.

FODE/BEED (O.S.)
B :At the start of the third and final lap, Sebulba is in the lead, closely followed by Skywalker...

Anakin finally catches up with Sebulba, and runs neck and neck over the rough terrain. Jar Jar, Qui-Gon, Shmi, and Padme all SCREAM as Anakin comes through the arena. The lights in the tower indicate that this is the third and last lap. Watto begins to worry.

Sebulba uses his side exhaust port to try to cut through Anakin's engines.

Anakin manages to avoid having his engine disabled but is forced off course.

FODE/BEED (O.S.)
B : Skywalker is forced onto the service ramp!
A : Oh noah!

On a tight corner, Anakin dives to the inside and takes the lead.

FODE/BEED (O.S.)
B : Amazing... a controlled thrust and he's back on course! What a move!

Sebulba is furious. He stay's right on Anakin's tail, crowding him and pushing him through the turns.

Sebulba pushes Anakin harder, and the young boy has a difficult time keeping control. One of the parts on Anakin's engines begins to shake loose. Anakin sees it and switches over to an auxiliary system. While he is trying to accomplish this manoeuvre, Sebulba races past him.

Anakin tries to get around Sebulba, to no avail. Every move Anakin makes, Sebulba is able to block.

Finally, Anakin fakes a move into the inside and tries to go around Sebulba on the outside. They race side by side down the final stretch of the track.

FODE/BEED (O.S.)
B : He's catching Sebulba.
A : (Incredible!)

Sebulba veers toward Anakin and bangs into his Pod. He crashes into Anakin over and over. The young boy struggles to maintain control as the steering rods on the two Pods hook together. Sebulba laughs at Anakin.

FODE/BEED (O.S.)
B : That little human being is out of his mind.
A : (They're neck and neck!)

As they head for the final stretch, Anakin fights to unlock the steering rods by trying to pull away from Sebulba. The strain on the steering rod is tremendous. Suddenly, Anakin's steering arm breaks, and his Pod starts spinning.

The release of tension sends Sebulba into an ancient statue. One engine EXPLODES, then the other. Sebulba skids through the fire-balls, blackened, but unhurt. He slides to a smoking stop, gets out of his racer, and throws what's left of a shifter arm on the ground. Suddenly he realizes his pants are on fire, and he struggles to put them out.

Anakin flies through the EXPLOSION as the crowd stands, CHEERING. Padme and Jar Jar jump up and down with excitement, Padme screaming for joy. Artoo and Kitster whistle hysterically. Qui-Gon and Shmi smile. Anakin races over the finish line, the winner.

INT. MOS ESPA - ARENA ANNOUNCERS BOX - DAY (FX)

The two-headed announcer excitedly calls the finish.

FODE/BEED
B : It's Skywalker! The crowd are going nuts! Oh Ah Oh Ah (rock head
in tandem with partner)

EXT. MOS ESPA - ARENA - DAY

As Anakin stops the Podracer, Kitster runs up and they embrace. Hundreds of SPECTATORS join them and put Anakin on their shoulders, marching off, CHEERING AND CHANTING. Darth Maul's probe droids move through the crowd.

Jar Jar sees the probe as it floats away. His eyes thin with suspicion.

INT. MOS ESPA - ARENA - PRIVATE BOX - DAY

Several ALIENS leave Watto's box, laughing and counting their money. Watto sees Qui-Gon standing in the doorway.

WATTO
You! You swindled me! You knew the boy was going to win! Somehow you knew it! I lost everything.

Watto flies up to Qui-Gon and puts his face right up against Qui-Gon's. Qui-Gon simply smiles.

QUI-GON
Whenever you gamble, my friend, eventually you'll lose. Bring the parts to the main hangar. I'll come by your shop later so you can release the boy.

WATTO
You can't have him! It wasn't a fair bet!

QUI-GON
Would you like to discuss it with the Hutts... I'm sure they can settle this.

WATTO
No, no! I want no more of your tricks! Take him!

The Sith probe droid watches with great interest as Watto flutters away. From a dark hiding place behind the probe, Jar Jar creeps forward, grabs the probe and slams it against the wall. Sparks fly and the lens shatters. Qui-Gon reels around.

QUI-GON
Jar Jar! What is this?

JAR JAR
I can spot a spy anywhere, Master Qui-Gon.
(he points down at the smoking probe)
That’s a spy!

QUI-GON
I feel you are right. We must be going.

EXT. MOS ESPA – ARENA – MAIN HANGER – DAY

The Main Hanger is almost deserted as RACERS depart.

INT. MOS ESPA – ARENA – MAIN HANGER – DAY

Jar Jar gives Anakin a great hug, and Padme gives him a hug, and Shmi.

ANAKIN
Okay... okay...

SHMI
I’m so proud of you, Annie. You’ve done a great thing for these people.

PADME
We owe you everything.

Anakin can only look at his mother.

SHMI
Annie, what is it?

In the background, Qui-Gon has harnessed the Eopies to containers full of parts.

QUI-GON
Padme. Jar Jar, let's go, we've got to get these parts back to the ship.

The group walks over to Qui-Gon and the Eopies.

Padme climbs on behind Qui-Gon. Jar Jar swings up onto the second Eopie. Artoo whistles. Anakin and Shmi wave as they ride off.

QUI-GON
I'll return the eopies by midday.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

Artoo cruises ahead of Qui-Gon and Padme, who are riding one of the Eopies; Jar Jar rides the other. They stop in front of the sleek Naboo spacecraft.

Obi-Wan walks out of the ship and joins them.

QUI-GON
Start installing this hyperdrive generator, Obi-Wan. I'm got to go back... some unfinished business. I won't be long.

OBI-WAN
The Convergence?

QUI-GON
It's the boy. The one who's responsible for getting those parts.

OBI-WAN
Are you sure?

QUI-GON
Yes. And we are being watched. Be mindful of sudden disturbances in the Force. I feel our time is short.

On a hill far overlooking the Naboo spacecraft, another Sith probe droid turns and speeds away.

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

Shmi cleans up as Anakin bursts through the door, followed by Qui-Gon.

ANAKIN
Mom, he sold the Pod. Look at all the money!

Anakin pulls a bag of coins out of his pocket and gives them to his mother.

SHMI
Oh, my goodness, that's wonderful.

QUI-GON
And Anakin has been freed.

ANAKIN
It’s true, Mom. Watto deactivated the transmitter!

SHMI
You're no longer a slave.

Shmi is stunned. Anakin smiles; bittersweet.

SHMI
(continuing)
Now you can follow your dreams, Annie. You can shoot for the stars...
(crying happy tears)
My son is free!
(turns to Qui-Gon)
Will you take him with you? Is he to become a Jedi?

QUI-GON
Our meeting was not an accident. The Force has led me here, and if the Force wills it, Anakin will be a Jedi.

ANAKIN
You mean I get to go with you in your starship? I’m going to be a Jedi?

Qui-Gon kneels down to the boy.

QUI-GON
Anakin, training to be a Jedi is not easy. And if you succeed, it will be a hard life.

ANAKIN
I understand.
(to Shmi)
Can I go, Mom?!

SHMI
This path has been placed before you, Annie; the choice is yours alone.

Anakin thinks, looks to his mother, then to Qui-Gon.

ANAKIN
I want to go.

QUI-GON
Then, pack your things. We haven't much time.

Anakin hugs his mom.

ANAKIN
What about you, Mom?

QUI-GON
I tried to free your mother, Anakin, but Watto wouldn't have it.

ANAKIN
But the money from selling...

QUI-GON
It's not nearly enough.

Shmi takes both of his hands in hers; she keeps him close.

SHMI
Son, my place is here. My future is here. It is time for you to let go... to let go of me.

ANAKIN
I don’t want to leave you.

SHMI
Listen to your feelings, Annie, you know what's right.

Anakin takes a deep breath and his head drops. Qui-Gon and Shmi exchange a look of concern. When Anakin raises his head, there are tears in his eyes.

ANAKIN
I'm going to miss you, Mom...

SHMI
I love you, Annie... now hurry.

Anakin and Shmi hug. Anakin runs into the other room.

SHMI
(to Qui-Gon)
Thank you.

QUI-GON
I will watch after him. You have my word.

INT. ANAKIN'S HOVEL - SECOND ROOM - DAY

Anakin has thrown the last of his things in a small backpack. As he leaves, he stops and pushes a button on his droid. Threepio wakes up and stares at him blankly.

ANAKIN
Well, Threepio, I'm free... and I'm going away in a starship.

THREEPIO
Master, Anakin, you are my maker, and I wish you well. Although I'd like it better if I were a little less... naked.

ANAKIN
I'm sorry I wasn't able to finish you, Threepio... give you coverings and all. I'll make sure Mom doesn't sell you or anything. Bye.

Threepio stares at Anakin as he rushes out of the room.

THREEPIO
Sell me?!?

EXT. MOS ESPA - STREET - SLAVE QUARTERS - DAY

Anakin and Qui-Gon exit Anakin's hovel. Shmi stands in the doorway.

Anakin stops to look back at his mother standing in the doorway. He turns back to Qui-Gon, then turns and runs back to his mother.

ANAKIN
(starting to cry)
I can't do it, Mom. I just can't.

Shmi hugs Anakin. Qui-Gon watches from the distance. She kneels down and looks him in the eyes.

SHMI
This is one of those times when you have to do something you don't think you can do. I know how strong you are, Annie. I know you can do this...

ANAKIN
Will I ever see you again?

SHMI
What does your heart tell you?

ANAKIN
I hope so... yes... I guess.

SHMI
Then we will see each other again.

ANAKIN
I will become a Jedi and I will come back, Mom... I promise.

SHMI
No matter where you are, my love will be with you. Now be brave, and don't look back... don't look back.

ANAKIN
I love you.

Shmi hugs Anakin, then turns him around so he faces Qui-Gon, and off he goes. He marches right past Qui-Gon, staring right ahead, tears in his eyes, determined not to look back.

EXT. TATOOINE - DESERT MESA - DAY

The probe droid BEEPS and WHISTLES to Darth Maul. The Sith Lord climbs on a speeder bike and follows the probe droid into Mos Espa.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

Qui-Gon and Anakin run toward the Naboo spacecraft. Anakin is having a hard time keeping up.

ANAKIN
Master Qui-Gon, sir, wait!

Qui-Gon turns to answer and sees a dark-cloaked figure on a speeder bike bearing down on them.

QUI-GON
Anakin, drop!

Anakin drops to the ground just as Darth Maul sweeps over him with his arm outstretched. Darth Maul jumps off his speeder bike, and before he has hit the ground, the Sith Lord has swung a death blow with his laser sword that is barely blocked by Qui-Gon.

Anakin picks himself up. The two galactic warriors, Sith and Jedi, are bashing each other with incredible blows. They move in a continual cloud of dust. This is a fierce fight. Anakin gets up, bewildered by the confrontation.

QUI-GON
Anakin, get to the ship! Take off! Go! Go!

Qui-Gon struggles to fend off the relentless onslaught as Anakin races to the ship.

INT. NABOO SPACECRAFT - HALLWAY

Anakin runs into the main hallway of the spaceship, where Padme and Capt. Panaka are working.

ANAKIN
Qui-Gon's in trouble. He says to take off... now!!

CAPT. PANAKA
Who are you?

PADME
He's a friend.

INT. NABOO SPACECRAFT - COCKPIT

Capt. Panaka, Anakin, and Padme rush into the cockpit where Obi-Wan and Ric Olie are checking the hyperdrive.

CAPT. PANAKA
Qui-Gon is in trouble, he says to take off!

PILOT
I don't see anything.

OBI-WAN
Over there! Fly low!

In the distance is a small cloud of dust.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

Qui-Gon and Darth Maul continue their sword battle, leaping over one another in an incredible display of acrobatics. The ship flies over them a few feet off the ground. Before Darth Maul knows what's happening, Qui-Gon is on the spacecraft's ramp.

EXT. TATOOINE - NABOO SPACECRAFT RAMP - DAY

The ramp closes, and the Naboo craft rockets away, leaving the Sith Lord standing alone.

EXT. SPACE - NABOO SPACECRAFT (FX)

The sleek spacecraft rockets away from the planet Tatooine.

INT. NABOO SPACECRAFT - HALLWAY

Anakin and Obi-Wan rush into the hallway to find Qui-Gon collapsed on the floor opposite the entry. Artoo looks over him. The Jedi is breathing hard, wet with sweat and covered in dust.

ANAKIN
Are you all right?

QUI-GON
I think so...

OBI-WAN
What was it?

QUI-GON
I don't know... but he was well trained in the Jedi arts. My guess is he was after the boy...

ANAKIN
Me? Why me?

Qui-Gon and Obi-Wan ignore Anakin.

QUI-GON
We'll be safe enough once we're in hyperspace, but I have no doubt he knows where we’re going.

ANAKIN
Where are we going?

OBI-WAN
To Coruscant, my young friend.

QUI-GON
Anakin Skywalker, meet Obi-Wan Kenobi.

ANAKIN
Pleased to meet you. You're a Jedi too?

INT. COCKPIT - SPACE

Ric Olie pulls back on the hyperdrive. Obi-Wan, Qui-Gon, and Anakin watch.

QUI-GON
Let's hope this hyperdrive works.

The stars streak outside the cockpit window.

EXT. SPACE - NABOO SPACECRAFT (FX)

The ship streaks into hyperspace.

EXT. THEED - STREET - NIGHT (FX)

Several Federation droids patrol a deserted city street. The Palace can be seen in the distance.

INT. NABOO PALACE - THRONE ROOM - THEED - NIGHT

Nute sits in a strange, mechanical walking chair, which approaches the Queen and SEVERAL OTHER NABOO OFFICIALS. Rune follows a few paces behind.

Droid guards surround the Queen and the others as four council members watch.

NUTE
When are you going to sign the treaty, Queen Amidala? Your people’s suffering will end, I assure you.

QUEEN AMIDALA
This occupation will gain you nothing. We're a democracy. The people have decided... They will not live under tyranny.

NUTE
If you continue to defy me, they will not live at all. Take them away!

The group is taken away as OOM-9 approaches Nute.

OOM-9
My troops are in position to begin searching the abandoned mines for these rumoured underwater villages... they will not stay hidden for long.

INT. NABOO SPACECRAFT - MAIN AREA

The ship is asleep. The lights are dim as Padme walks into the main room.

Jar Jar is stretched out on the floor, snoring. Artoo is to one side, COOING as he rests.

Padme appears tired. She senses someone watching her and turns around with a start. She sees Anakin sitting in the corner, shivering and looking very dejected. She goes over to him. He looks up at her with tears in his eyes. He is holding his arms to keep himself warm.

PADME
Are you all right?

ANAKIN
I’m cold.

Padme gives him her over-jacket.

PADME
You're from a warm planet, Annie. Space is cold.

ANAKIN
You seem sad.

PADME
The Governor is... worried. He must convince the Senate to intervene, or... I'm not sure what will happen.

ANAKIN
(he pulls something from his pocket)
I made this for you. So you'd remember me. I carved it out of a japor snippet... It will bring you good luck.

Anakin hands a wooden pendant to Padme. She inspects it, and hangs it around her neck.

PADME
It's beautiful, but I don't need this to remember you. Many things will change when we reach the capital, Annie. But my caring for you will always remain.

ANAKIN
I care for you too. Only I... miss...

PADME
You miss your mother.

Anakin looks at her, unable to speak. She hugs him.

EXT. SPACE - PLANET CORUSCANT (FX)

MOVE with the ship as it heads toward Coruscant.

INT. CORUSCANT - CITYSCAPE - NABOO SPACECRAFT - DAY (FX)

The spacecraft flies over the endless cityscape of Coruscant, the capital of the galaxy.

INT. NABOO SPACECRAFT - COCKPIT

Anakin looks out the cockpit window in awe.

RIC OLIE
Coruscant... the capital of the Republic. The entire planet is one big city.

ANAKIN
Everything’s so huge!

INT. NABOO SPACECRAFT - DAY (FX)

The ship flies through the cityscape of Coruscant.

EXT. CORUSCANT - SENATE LANDING PLATFORM - DAY

SUPREME CHANCELLOR VALORUM, several guards, and Senator Palpatine stand on a landing platform.

The sleek Naboo spacecraft lands on the platform high above the street level of the galactic capital. The ramp lowers. Obi-Wan, Qui-Gon, Jar Jar and Anakin descend the ramp first and bow before Palpatine and Valorum.

Capt. Panaka, two guards, Bibble, then Padme, Rabe, Eirtae, and more guards descend the ramp. Bibble stops before the group.

Anakin and Jar Jar stand to one side, looking at the huge city. Padme smiles at Anakin. Palpatine shakes hands with the Governor.

PALPATINE
It is a great gift to see you alive, Governor. May I present Supreme Chancellor Valorum.

VALORUM
Welcome, Governor. I must relay to you how distressed we all are over the current situation. I’ve called for a special session of the Senate to hear your position.

SIO BIBBLE
I am grateful for your concern, Chancellor.

Qui-Gon places his hand on Jar Jar’s shoulder and whispers in his ear.

QUI-GON
Stay with the Governor and Padme, Jar Jar. Look after them for me.

JAR JAR
Yes, Master.

Palpatine starts to lead Sio Bibble and his retinue off the platform toward a waiting air taxi.

PALPATINE
There is a question of procedure, but I feel confident it is something we can overcome...

Anakin starts to follow Jar Jar, but is stopped by the gentle hand of Qui-Gon. Obi-Wan and Qui-Gon stay with the Supreme Chancellor.

Jar Jar joins Sio Bibble, Palpatine, Padme, Rabe and Eirtae in the taxi. Palpatine gives the Gungan in the back of the taxi a skeptical look.

Valorum, the Jedi and Anakin watch the taxi move off into the city.

QUI-GON
I must speak with the Jedi Council immediately, Your Honor. The situation has become more complicated.

INT. PALPATINE'S QUARTERS - LIVING AREA - DAY

Palpatine paces as Capt. Panaka enters. Jar Jar, Padme, Eirtae and Rabe stand to one side.

PALPATINE
...the Republic is not what it once was. The Senate is full of greedy, squabbling delegates who are only looking out for themselves and their home systems. There is no interest in the common good... it disgusts me. There is little chance the Senate will act on this invasion.

SIO BIBBLE
Chancellor Valorum seems to think there is hope.

PALPATINE
If I may say so, Governor, the Chancellor has little real power. He is mired down by baseless accusations of corruption. The bureaucrats are in charge now.

SIO BIBBLE
What options do we have?

PALPATINE
Our best choice would be to push for the election of a stronger Supreme Chancellor. One who will reign in the bureaucrats. Which would require a call for a vote of no confidence in Chancellor Valorum.

SIO BIBBLE
He has been our strongest supporter. He sent the Jedi who saved us! Is there any other way?

PALPATINE
Our only other choice would to be to submit a plea to the courts...

SIO BIBBLE
There's no time for that. Our people are dying, Senator... We must do something quickly to stop the Federation.

PALPATINE
To be realistic, Governor, I'd say we're going to have to accept Federation control for the time being.

Sio Bibble looks to Padme. She shakes her head a fraction.

SIO BIBBLE
That is something I cannot do.

EXT. TEMPLE OF THE JEDI - DAY (FX)

A unique building with tall spires stands out against the Coruscant skyline. A small transport passes by the vast temple.

INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - DAY

Qui-Gon stands in a tall stately room. Twelve Jedi sit in a semi-circle. Obi-Wan stands behind Qui-Gon, who stands in the center of the room.

The Senior Jedi is MACE WINDU. To his left is an alien Jedi named KI-ADI-MUNDI, and to his right, the Jedi Master, YODA.

QUI-GON
...my only conclusion can be that it was a Sith Lord.

MACE WINDU
A Sith Lord?!

KI-ADI
The Sith have been extinct for a millennium.

YODA
No Religion ever dies. Waits, it does. The very Republic is threatened, if involved the Sith are.

MACE WINDU
How could the Sith return without us knowing?

YODA
Hard to see, the Dark Side is. Discover who this assassin is, we must.

MACE WINDU
We will devote all our resources here to unravel this mystery and discover the identity of your attacker...

YODA
May the Force be with you.

Obi-Wan turns to leave, but Qui-Gon continues to face the Council.

YODA
(continuing)
Master Qui-Gon more to say have you?

QUI-GON
With your permission, my Master. I have encountered a Convergence in the
Force.

YODA
A Convergence, you say?

MACE WINDU
Located in a person?

QUI-GON
A boy... his blood cells have the highest concentration of midi-chlorians I have ever seen. It is possible he was conceived by the midi-chlorians.

MACE WINDU
You're referring to the prophesy of the Jedi who will unite Dark and Light and bring balance to the Force. You believe it's this boy?

QUI-GON
I don't presume...

YODA
But you do! Revealed your opinion is.

QUI-GON
I request the boy be tested. He is waiting, just outside.

The Jedi all look to one another. They nod and turn back to Obi-Wan and Qui-Gon.

YODA
Trained as a Jedi, you request for him?

QUI-GON
Finding him was the will of the Force... I have no doubt of that.

MACE WINDU
Bring him before us, then.

YODA
Tested he will be.

EXT. CORUSCANT - GALACTIC SENATE BUILDING - DAY (FX)

A large, distinctive looking domed building stands out amid the cityscape of Coruscant.

INT. MAIN ROTUNDA - GALACTIC SENATE - DAY

The Senate chambers are huge. Thousands of SENATORS and their AIDES sit in the circular assembly area. Chancellor Valorum sits in an elevated area in the center. Hundreds of aides and droids hurry about. Senator Palpatine, Sio Bibble, Jar Jar, Padme, Eirtae, Rabe, and Capt. Panaka sit in the Naboo congressional box, which is in fact a floating platform. Palpatine leans to Sio Bibble. Padme listens in.

PALPATINE
If the Federation moves to defer the motion, I beg of you to ask for a resolution to end this congressional session.

SIO BIBBLE
I wish I had your confidence in this, Senator.

PALPATINE
You must force a new election for Supreme Chancellor... I promise you there are many who will support us... it is our best chance... our only, chance.

SIO BIBBLE
You truly believe Chancellor Valorum will not bring our motion to a vote?

PALPATINE
He is distracted... afraid. He will not help.

VALORUM
The Chair recognizes the Senator from the sovereign system of Naboo.

The Naboo congressional box floats into the center.

PALPATINE
Supreme Chancellor, delegates of the Senate. A tragedy has occurred on our peaceful system of Naboo. A tragedy that began right here with the taxation of trade routes, that has now engulfed our entire planet in the oppression of the Trade Federation.

A second box rushes into the center of the Senate. It is filled with Federation trade barons led by LOTT DOD, the Senator for the Federation.

LOTT DOD
This is outrageous! I object!

VALORUM
The Chair does not recognize the Senator from the Trade Federation at this time. Please return to your station.

Lott Dod reluctantly moves back to his place.

PALPATINE
To state our allegations, I present Sio Bibble, the recently elected governor of Naboo, to speak on the imprisoned Queen’s behalf.

Sio Bibble stands and addresses the assembly. There is some APPLAUSE.

SIO BIBBLE
Thank you, Senator. It has been a long and dangerous journey. I stand before you today because of the two brave Jedi Ambassadors Chancellor Valorum dispatched. We are in your debt.

Chancellor Valorum nods, accepting his thanks.

SIO BIBBLE
(continuing)
In secret, the Jedi brought us safely here, including Queen Amidala, ruler of Naboo. At the risk of her life, she will state our case.

Padme stands, her shoulders straighten, her features firm, and she instantly projects the majesty of the Queen even in her handmaiden’s clothes. The Senate chamber erupts with APPLAUSE. Senator Palpatine is shocked.

AMIDALA
Honorable representatives of the Republic, distinguished delegates, Supreme Chancellor Valorum, I come to you under the gravest of circumstances. The Naboo system has been invaded. Invaded... against all the laws of the Republic, by the Droid Armies of the Trade...

LOTT DOD
I object! There is no proof. This is incredible. We recommend a commission be sent to Naboo to ascertain the truth.

VALORUM
Overruled.

LOTT DOD
Your Honor, this is against all the rules of procedure.

A third box representing Malastare moves into the center of the room. AKS MOE, the Ambassador, addresses the convention.

AKS MOE
The Congress of Malastare concurs. A commission must be appointed... that is the law.

VALORUM
The point...

Valorum confers with several of his aides and VICE CHAIRMAN MAS AMEDDA.

Palpatine whispers to the Queen.

PALPATINE
A masterful move, my Queen, but it may be for nought.
(he motions to the Chancellor)
Enter the bureaucrats, the true rulers of the Republic, and on the payroll of the Trade Federation, I might add. This is where Chancellor Valorum's strength will disappear.

VALORUM
The point is conceded... Section 523A takes precedence here. Queen Amidala of Naboo, will you defer your motion to allow a commission to explore the validity of your accusations?

Queen Amidala is angry but remains composed.

AMIDALA
I will not defer... I have come before you to resolve this attack on our sovereignty now. I will not watch my people suffer and die while you discuss this invasion in a committee. If this body is not capable of action, I suggest new leadership is needed. I move for a "vote of no confidence" in Chancellor Valorum's leadership.

VALORUM
What? No!

This causes a great stir in the assembly. A LOUD MURMUR crescendos into a ROAR of approval and jeers. Chancellor Valorum is stunned and stands speechless. His Vice Chair, Mas Amedda, takes over.

MAS AMEDDA
Order! We shall have order...

EXT. PALACE OF THE JEDI - BALCONY - SUNSET

Obi-Wan and Qui-Gon stand outside the palace on a balcony.

OBI-WAN
The boy will pass the Council's tests, Master. But he is far too old.

QUI-GON
Anakin will become A Jedi... I promise you.

OBI-WAN
Don't defy the Council, Master. Not again.

QUI-GON
I will do what I must.

OBI-WAN
Master, you would be sitting on the Council by now if you followed the code.

QUI-GON
You still have much to learn, my young apprentice.

INT. PALACE OF THE JEDI - COUNCIL CHAMBERS - SUNSET

Anakin stands before the Twelve Jedi. Mace Windu holds a small hand-held viewing screen. In rapid succession, images flash across the screen.

ANAKIN
A ship... a cup... a speeder.

Mace Windu turns the viewing screen off and nods toward Yoda.

YODA
Good, good, young one. How feel you?

ANAKIN
Cold, sir.

YODA
Afraid are you?

ANAKIN
No, sir.

YODA
See through you, we can.

MACE WINDU
Be mindful of your feelings...

KI-ADI
Your thoughts dwell on your mother.

ANAKIN
I miss her.

YODA
Afraid to lose her... I think.

ANAKIN
(a little angry)
What's that got to do with anything?

YODA
Everything. Fear is the path to the Dark Side... fear leads to anger... anger leads to hate... hate leads to suffering.

Anakin remains silent.

INT. PALPATINES QUARTERS - SUNSET

Queen Amidala stands, staring out the window, with Jar Jar. The lights of the city shimmer before them. Eirtae and Sabe stand near the door. Capt. Panaka is watchful. Jar Jar turns to face the Queen and sees her sadness.

JAR JAR
So, it’s just us, isn’t it?

AMIDALA
It appears so...

JAR JAR
No help is coming?

AMIDALA
We can only hope...

JAR JAR
Your only friends now may be your enemies. And your enemies friends.

Queen Amidala turns to face Jar Jar.

AMIDALA
We were never enemies, Jar Jar. We were just afraid. Because we didn’t know...

Jar Jar brightens.

Palpatine and Sio Bibble rush into the room and bow before the Queen.

SIO BIBBLE
Your Highness, Senator Palpatine has been nominated to succeed Valorum as Supreme Chancellor.

PALPATINE
A surprise, to be sure, but a welcome one. I promise, Your Majesty, if I am elected, I will bring democracy back to the Republic. I will put an end to corruption. The Trade Federation will lose its influence over the bureaucrats, and our people will be freed.

AMIDALA
Who else was nominated?

SIO BIBBLE
Bail Antilles of Alderaan and Ainlee Teem of Malastare.

PALPATINE
I feel confident our "situation" will create a strong sympathy vote for us... I will be Chancellor, I promise you.

AMIDALA
I fear by the time you have control of the bureaucrats, Senator, there will be nothing left of our cities, our people, our way of life...

Queen Amidala glances at Jar Jar.

AMIDALA
(continuing)
With the Senate in transition, there is nothing more I can do here... Senator, this is your arena. I feel I must return to mine. I have decided to go back to Naboo. My place is with my people.

SIO BIBBLE
Go back?! But, Your Majesty, be realistic! They will force you to sign the treaty.

AMIDALA
I will sign no treaty, Governor. My fate will be no different from that of our people. Captain!

CAPT. PANAKA
Yes, Your Highness?

AMIDALA
Ready my ship!

SIO BIBBLE
Please, Your Majesty, stay here... where it's safe.

AMIDALA
No place is safe, if the Senate doesn't condemn this invasion. It is clear to me now that the Republic no longer functions as a democracy. If you win the election, Senator, I pray you will bring sanity and compassion back to the Senate.

PALPATINE
I will. I promise.

SIO BIBBLE
I will stay and help where I can, my Queen. Do be careful.

Amidala and her retinue exit the room. Palpatine does not hide a self-satisfied smile on his face.

INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - TWILIGHT

Anakin, Obi-Wan, and Qui-Gon stand before the twelve members of the Jedi Council.

YODA
...Correct you were, Qui-Gon.

MACE WINDU
His cells contain a high concentration of midi-chlorians.

KI-ADI
The Force is strong with him.

QUI-GON
He's to be trained, then.

The council members look to one another.

MACE WINDU
No. He will not be trained.

Anakin is crestfallen; angry.

QUI-GON
No?!

Obi-Wan smiles.

MACE WINDU
He is too old.

QUI-GON
He is the chosen one... you must see it.

YODA
Clouded, this boy's future is.

QUI-GON
I will train him, then. I take Anakin as my Padawan learner.

Obi-Wan reacts with surprise. Anakin watches with interest.

YODA
An apprentice, you have, Qui-Gon. Forbidden, to take on a second.

QUI-GON
Obi-Wan is ready...

OBI-WAN
I am ready to face the trials.

YODA
Ready so early, are you? What know you of ready?

Anakin watches as Qui-Gon and Obi-Wan exchange knowing looks.

QUI-GON
Headstrong... and he has much to learn about the living Force, but he is capable. There is little more he will learn from me.

YODA
Our own council we will keep on who is ready. More to learn, he has...

MACE WINDU
Now is not the time for this. The Senate is voting for a new Supreme Chancellor. Queen Amidala is returning home...

OBI-WAN
The Queen is here? You mean she... was with us...

The Jedi Council is not shocked. Anakin’s eyes widen. He touches his cheek where Padme kissed him.

OBI-WAN
(continuing)
...the whole time?

QUI-GON
(bemused smile)
Like I said, you have much to learn, Obi-Wan...

MACE WINDU
The Queen’s return will put pressure on the Federation, and could widen the conflict.

YODA
And draw out the Dark Side.

KI-ADI
Events are moving fast... too fast.

MACE WINDU
Go with the Queen to Naboo and discover the identity of the attacker. That is the clue we need to unravel this mystery of the Sith.

YODA
Young Skywalker's fate will be decided later.

QUI-GON
I brought Anakin here. He must stay in my charge. He has nowhere else to go.

MACE WINDU
He is your ward, Qui-Gon... we do not dispute that.

YODA
Take him with you, but train him not!

MACE WINDU
Protect the Queen, but do not interfere if it comes to war. We must wait for the Senate's approval.

YODA
May the Force be with you.

Obi-Wan, Qui-Gon, and Anakin leave.

EXT. CORUSCANT - SENATE LANDING PLATFORM - NIGHT

Qui-Gon, Obi-Wan, and Anakin stand on the landing platform outside the ship. Artoo WHISTLES a happy tune as he leans over the edge of the platform, watching the traffic. Suddenly, he leans over too far and falls overboard. After a moment, he reappears, using his on-board jets to propel himself back onto the landing platform. The wind whips at Anakin as he listens to the Jedi.

OBI-WAN
It is not disrespect, Master, it is the truth.

QUI-GON
From your point of view....

OBI-WAN
The boy is dangerous... they all sense it. Why can't you?

QUI-GON
His fate is uncertain, not dangerous. The Council will decide. That should be enough for you. Now get on board!

Obi-Wan reluctantly boards the Naboo spacecraft followed by Artoo. Qui-Gon walks close to Anakin.

ANAKIN
Master Qui-Gon, sir, I don’t want to be a problem.

QUI-GON
You’re not a problem, Anakin... Always remember, your perception determines your reality. Stay close to me and you will be safe.

ANAKIN
Master, sir... what are midi-chlorians?

QUI-GON
Midi-chlorians are a microscopic life form that reside within all living cells. They are conduits of the Force.

ANAKIN
They live inside of me?

QUI-GON
In your cells. We co-exist symbiotically with the midi-chlorians.

ANAKIN
Sym-ba-what?

QUI-GON
Symbiotic. Life forms living together for mutual advantage. Without the midi-chlorians, life would not exist, and we would have no knowledge of the Force. They continually speak to you, telling you the will of the Force.

ANAKIN
They do?

QUI-GON
When you learn to quiet your mind, you will hear them.

ANAKIN
I don't understand.

QUI-GON
With time and training, Anakin... you will.

Two taxis pull up, and Capt. Panaka, Senator Palpatine, twenty or so troops, guards, and officers walk briskly toward the ship, followed by Queen Amidala, Eirtae, and finally, Jar Jar. Amidala and her handmaidens stop before the Jedi.

QUI-GON
Your Highness, it is our pleasure to continue to serve and protect you.

AMIDALA
I welcome your help. Senator Palpatine fears the Federation means to kill me.

QUI-GON
I promise you, I will not let that happen.

AMIDALA
It won’t...

She reaches inside her shirt to show Anakin she’s wearing his carved charm around her neck. Anakin beams.

AMIDALA
(continuing)
Luck is on our side.

Amidala enters the ship, followed by her handmaidens. Jar Jar hugs Qui-Gon and Anakin.

JAR JAR
We’re going home!

They all move onto the ship. The ship takes off.

INT. NABOO PALACE - THRONE ROOM - THEED - NIGHT

Nute and Rune stand before a hologram of Darth Sidious.

DARTH SIDIOUS
The true Queen Amidala is on her way to you, escorted by her Jedi saviors. I’m afraid she fooled us all.

NUTE
Her decoy is in the camps with the others.

DARTH SIDIOUS
You let her live?! No matter...
(regaining his composure)
Viceroy, is the planet secure?

NUTE
Yes, my Lord. We have crushed the last pockets of resistance and are in complete control of the planet.

DARTH SIDIOUS
Good. The Senate will be slow to act. We still have time to finish this. If the Queen will not sign the treaty, see to it the Republic has no city to save...

NUTE
What about her Jedi escorts?

DARTH SIDIOUS
I am sending Darth Maul to join you. He will deal with the Jedi.

INT. SPACE - NABOO SPACECRAFT COCKPIT

Anakin stands next to the pilot and Ric Olie, pointing to various buttons and gauges. Jar Jar watches.

ANAKIN
...and that one?

RIC OLIE
The forward stabilizer.

ANAKIN
And those control the pitch?

RIC OLIE
You catch on pretty quick.

INT. NABOO SPACECRAFT - QUEEN'S CHAMBERS

Sabe and Eirtae stand behind Queen Amidala as she talks with Qui-Gon and Capt. Panaka. Obi-Wan and Jar Jar watch.

CAPT. PANAKA
The moment we land, the Federation will arrest you and force you to sign the treaty.

QUI-GON
I agree... I'm not sure what you hope to accomplish by this.

CAPT. PANAKA
There are only twelve of us, Your Highness... we have no army.

QUI-GON
I cannot fight a war for you. I can only protect you.

AMIDALA
Jar Jar Binks!

Jar Jar turns around, puzzled.

JAR JAR
Yes, Your Highness?

AMIDALA
I need your help, my friend.

INT. NABOO CRUISER COCKPIT - DAY

The Naboo Cruiser heads toward the lush green planet. There is only one Federation battle cruiser in orbit. Obi-Wan and Capt. Panaka spot it on the view screen.

PANAKA
The blockade's gone.

OBI-WAN
The war's over... No need for it now.

RIC OLIE
I have one battleship on my scope.

OBI-WAN
A droid control ship.

PANAKA
They've probably spotted us.

OBI-WAN
We haven't much time.

EXT. NABOO SWAMP - DAY

The Naboo spacecraft has landed in the Gungan swamp. Troops unload the ships in the background as Obi-Wan approaches Qui-Gon.

OBI-WAN
Jar Jar is on his way to the Gungan city, Master.

Qui-Gon's thoughts are elsewhere.

QUI-GON
Good.

Obi-Wan and Qui-Gon stand silent for a moment.

OBI-WAN
Do you think the Queen's plan will work?

QUI-GON
The Gungans will not be easily swayed, and we cannot use our powers to help her.

OBI-WAN
I'm... I'm sorry for my behavior, Master. It is not my place to disagree with you about the boy. I am grateful you think I am ready for the trials.

Qui-Gon looks at him for a long moment.

QUI-GON
You have been a good apprentice. You are much wiser than I, Obi-Wan. I foresee you will become a great Jedi Knight.

EXT. NABOO SWAMP - UNDERWATER - DAY (FX)

Jar Jar swims down into Bubble City.

INT. OTOH GUNGA - CITY SQUARE

Jar Jar enters the main square of the bubble city. He stands, stunned, in amazement and fear.

JAR JAR
Where is everybody?

The plaza is empty. He notices that many of the buildings are shot up as if there had been a battle of some kind.

EXT. NABOO SWAMP LAKE - DAY

Jar Jar exits the swamp lake and walks over to Queen Amidala, Capt. Panaka, Obi-Wan, and Qui-Gon. Eirtae, Rabe, Anakin, and Artoo, four pilots, and eight guards stand in the background near the starship.

JAR JAR
The city’s empty. It looks like there was a fight...

CAPT. PANAKA
Do you think they have been taken to the camps?

OBI-WAN
More likely they were wiped out.

JAR JAR
No, me don’t think so. Gungans hide. When in trouble, we go to sacred place. Machines won’t find them there.

QUI-GON
Take us to this sacred place.

EXT. NABOO SWAMP - DAY

The group follows Jar Jar as he moves through the swamp. Jar Jar stops and sniffs the air. The group stops behind him. Qui-Gon looks troubled; almost in pain.

OBI-WAN
You feel it too, Master?

QUI-GON
The Dark Side is strong here.

JAR JAR
This is it.

Jar Jar makes a strange chattering noise. Suddenly, out of nowhere, Captain Tarpals and SIX OTHER GUNGAN TROOPS riding on KAADUS emerge from the brush.

JAR JAR
Heyo-dalee, Captain Tarpals.

CAPT. TARPALS
Binks?! You’re back!

JAR JAR
We’re here to see the boss.

Captain Tarpals nods.

The group heads off into the swamp following Captain Tarpals. Anakin rubs his arms as if cold.

EXT. SITH TEMPLE RUINS - DAY

Jar Jar, Queen Amidala, Anakin, Artoo, Qui-Gon, Obi-Wan, Rabe, Eirtae, and the rest of her group are led through a clearing full of GUNGAN REFUGEES. Black obelisks line the pathway, leading towards the ruins of a black pyramid, overgrown with dead vines.

QUI-GON
Jar Jar. Can you tell me more about this sacred place?

JAR JAR
It’s a dark place. Creatures avoid it. It scares them, I think. Makes a good hiding place.

Anakin looks at the ruins with eyes wide. A smile touches his face.

OBI-WAN
What do you think, Anakin?

ANAKIN
It’s neat...

The group approach the end of the path. Boss Nass and several other COUNCIL MEMBERS walk above the entrance to the pyramid. It is black inside.

BOSS NASS
You! You brought this upon us!

Queen Amidala steps forward. Capt. Panaka and the Jedi stand behind her.

AMIDALA
I am Queen Amidala of the Naboo... I come before you in peace.

BOSS NASS
Peace? Hah! There is no peace!

He jumps down from the pyramid and walks towards them.

BOSS NASS
(continuing)
Only war. Look at my people.

Anakin watches everything with great interest, but soon looks back towards the entrance to the pyramid.

AMIDALA
My people suffer as well, Your Honor.

BOSS NASS
This I know.

AMIDALA
We wish to form an alliance.

BOSS NASS
An alliance?

AMIDALA
You are in hiding, my people are in camps. If we do not act quickly, our planet, your people and mine, will be lost forever...

Boss Nass looks at his hands.

BOSS NASS
Gungan blood is green and cool.
(he looks up)
Yours is red and warm. The Naboo and Gungan are different. But we both bleed. These machines, they do not...

Amidala and the group wait for his decision.

BOSS NASS
It is our honor to bleed on the field of battle with you.

The Gungan soldiers CHEER and raise their spears. The Jedi smile. Qui-Gon looks around. His smile vanishes.

QUI-GON
Where’s Anakin?

INT. SITH TEMPLE – INNER CHAMBER – DAY

Anakin walks from the entrance tunnel into the vast inner chamber of the pyramid. A single shaft of light descends from above and illuminates the smooth temple floor. A giant circular symbol is inset in the floor, with smaller circles and arcs inside. Black scorches mark the walls. Anakin looks up high.

ANAKIN
(echoing)
It’s so neat...

The sound of BABIES CRYING suddenly fills the chamber, and Anakin looks down. TWO INFANTS lie on the floor, crying. Events seem to slow down, as if Anakin is in a dream.

The sound of METALLIC BREATHING rises from the shadows, and Anakin peers across the chamber. A SHADOWED FIGURE moves towards him, towards the infants lying on the floor. A red lightsaber ignites.

ANAKIN
Don’t hurt them!

Anakin rushes to the infants and covers them, protecting them from the shadowed figure. The BREATHING grows louder.

QUI-GON
Anakin!

Qui-Gon pulls Anakin up off the floor. Anakin looks towards the shadows. The shadowed figure is gone, and the chamber is silent.

ANAKIN
He was going to kill the babies! I had to...

Anakin looks down and the two infants are gone. Obi-Wan looks from Anakin to the walls. Qui-Gon places both hands on Anakin’s shoulders.

ANAKIN
What happened?

QUI-GON
It’s this place. The Dark Side of the Force is strong here. You saw a vision – a dream – of the future, or the past, of your fears or hopes...
(he smiles)
The Dark Side confuses, Anakin. It’s best to not get lost in its shadows. Come...

The three leave the chamber. Obi-Wan confers with Qui-Gon.

OBI-WAN
The walls, Master.

QUI-GON
I see them, Obi-Wan. Lightsaber scorch marks. The Sith have trained here.

INT. NABOO PALACE - THRONE ROOM - DAY

Nute, Rune, and Darth Maul walk with a hologram of Darth Sidious.

NUTE
We've located their starship in the swamp... It won't be long, My Lord.

DARTH SIDIOUS
This is an unexpected move for her. It's too aggressive. Lord Maul, be mindful.

DARTH MAUL
Yes, my Master.

DARTH SIDIOUS
Be patient. Let them make the first move.

EXT. NABOO EDGE OF SWAMP/ GRASS PLAINS - DAY

A Gungan sentry sits on top of the pyramid, searching the landscape with a pair of electrobinoculars. He sees something and yells down to Anakin at the foot of the pyramid.

GUNGAN LOOKOUT
They’re coming!

ANAKIN
Okay.

Anakin yells and runs over to Amidala and the Jedi, who are discussing a battle plan with five Gungan generals. SABE and Eirtae stand nearby. BOSS NASS puts his arm around Jar Jar.

Four speeders pull up to the group. Capt. Panaka and a dozen or so guards and pilot pile out and join the group.

CAPT. PANAKA
The prison camps are full to bursting. A few hundred police and guards have formed an underground movement. They’re ready. The Federation Army's also much larger than we thought, and much stronger. Your Highness, this is a battle I do not think we can win.

AMIDALA
The battle is a diversion, Captain. The Gungans will lure the Droid Army away from the cities and prison camps. Only then can Jar Jar lead us to the camps.

JAR JAR
They will not see us, Your Highness.

AMIDALA
We will free our pilots and soldiers, and enter the city using the secret passages on the waterfall side to capture the Viceroy and launch an attack on the droid control ship.

Qui-Gon and Obi-Wan look on with interest.

AMIDALA
What do you think, Master Jedi?

QUI-GON
The Viceroy will be well guarded. And the diversion will not come without sacrifice. Many Gungans will be killed.

BOSS NASS
We’re ready to do our part.

Jar Jar’s lips tremble in a very worried and sheepish grin. Anakin watches with interest, as does Artoo.

INT. THEED - PALACE - THRONE ROOM - DAY

Nute, Rune, Darth Maul, OOM-9, and a hologram of Darth Sidious walk through the throne room.

DARTH SIDIOUS
...she is more foolish than I thought.

NUTE
We are sending all available troops to meet this army of hers. It appears to be made up of primitives. We do not expect much resistance.

OOM-9
I am increasing security at all Naboo detention camps.

DARTH MAUL
I feel there is more to this, My Master. The two Jedi may be using the Queen for their own purposes.

DARTH SIDIOUS
The Jedi cannot become involved. Even Qui-Gon Jinn will not break that covenant. This will work to our advantage...

NUTE
I have your approval to proceed then, My Lord?

DARTH SIDIOUS
Wipe them out. All of them.

INT. NABOO SWAMP LAKE - DAY (FX)

All is peaceful. SMALL CRITTERS drink out of a large swamp lake. Suddenly there is a disturbance in the middle of the lake. A rush of bubbles, then a Gungan soldier riding a kaadu emerges from the water, followed by several others. Frongs and other little animals flee in all directions as the GUNGAN ARMY marches through the swamp. The kaadu shake themselves off as they exit the lake.

Soldiers on huge, lizard-like FAMBAAS with large shield generators mounted on their backs follow the marching warriors. The Gungan Army heads out of the swamp and onto the grassy hills.

Hundreds of Gungan warriors march in long lines toward the horizon.

Federation tanks move up to a ridge and stop. In the distance they see the Gungan Army marching toward them. The GUNGAN GENERAL CEEL sees the tanks on the ridge and orders a halt. The Gungans are spread out in a large line.

Genreal Ceel signals to the SHIELD OPERATORS.

GENERAL CEEL
Energize the shields.

A red ray shoots out of the generator and blasts into a large dish on the back of a second faamba and spreads like an umbrella over the assembled warriors.

EXT. THEED - CENTRAL PLAZA - DAY

Jar Jar, followed by Amidala, Eirtae, Obi-Wan, Qui-Gon, Anakin, and Artoo, stealthily make their way toward the entrance to the main hangar. They are followed by about twenty Naboo guards, pilots, and troops. They stop, and Amidala uses a small red laser light to signal across the plaza to Capt. Panaka, Rabe and twenty other assorted Naboo troops. They signal back. Qui-Gon leans over to Anakin. Jar Jar listens.

QUI-GON
Once we get inside, Anakin, you find a safe place to hide and stay there.

ANAKIN
Sure.

QUI-GON
And stay there!

Droid troops mill about the tank-filled plaza. At the far end of the plaza, several droids begin to run and fire. Naboo soldiers begin to fire back at the battle droids.

As the ruckus erupts at one end of the plaza, Amidala and her troops rush into the main hangar. Capt. Panaka and his soldiers continue to engage the droids outside.

INT. THEED - CENTRAL HANGER - DAY

ALARMS ARE SOUNDING as Amidala, the Jedi, Anakin, Eirtae, and Amidala’s troops rush into the hangar. battle droids begin firing at them as they run for cover. Anakin runs under a Naboo fighter, followed by Jar Jar. The Jedi deflect bolts aimed at Amidala back onto the battle droids, causing them to EXPLODE.

EXT. NABOO GRASS PLAINS - DAY (FX)

The Federation tanks begin to fire on the Gungans, but they are protected by their energy shield. The tanks stop firing, and the Gungans CHEER, until they see the doors to the massive transports open. Racks of battle droids are pulled out and lined up by a squad of STAPS.

The battle droids reconfigure into their standing position. The Gungans get ready for an attack. OOM-9 gives the command to move forward, and thousands of droids march toward the Gungans.

The Gungans power up their weapons. The droids slowly march through the protective shield and start firing. The Gungans throw their power poles and fling small balls of energy with slingshots. The warriors dump large balls of energy into mortars that heat up and fire the energy goo onto the battle droids, causing them to short out.

The battle rages and the Gungans defend their shield generators against the army of droids. OOM-9 watches from a tank on a hill overlooking the battle.

INT. THEED - CENTRAL HANGER - DAY

Anakin and Jar Jar hides behind one of the Naboo fighters, ducking as large bolts whiz past and EXPLODE near them. Amidala and the two Jedi destroy battle droids right and left. The Queen’s troops and Eirtae also blast away at the droids. Amidala signals to her pilots.

AMIDALA
Get to your ships!

The pilots and Artoo units run for the Naboo fighter craft stacked in the hangar bay. One of the pilots jumps into a fighter right above where Anakin is hiding.

FIGHTER PILOT
Better find a new hiding place, kid. I need this ship.

The ship begins to levitate out of the hangar. battle droids fire at it as it falls in behind five other fighters. Artoo WHISTLES to Anakin from a second fighter not far away. Jar Jar is in the pilot’s seat.

JAR JAR
Come hide here, Annie!

Anakin runs towards the second fighter to hide.

EXT. THEED - CENTRAL PLAZA - DAY (FX)

Two Naboo starfighters exit the main hangar. A tank fires at them, hitting one of them, which causes it to pinwheel into the ground and EXPLODE.

INT. THEED - CENTRAL HANGER - DAY

Capt. Panaka, Sabe and the Naboo troops rush into the hangar and overwhelm the few remaining battle droids. Amidala, Obi-Wan, and Qui-Gon join forces with Capt. Panaka.

AMIDALA
My guess is the Viceroy is in the throne room.

She looks to Qui-Gon.

QUI-GON
I agree.

They start to head for the exit, on the way passing the fighter where Anakin and Jar Jar are hiding. Artoo WHISTLES a greeting as Anakin, sitting on Jar Jar’s lap, peeps out of the cockpit.

ANAKIN
Hey! Wait for me.

QUI-GON
No, Anakin, you stay there. Stay right where you are.

ANAKIN
But, I...

QUI-GON
Stay in that cockpit.

They head for the exit. As they are about to walk through the door, everyone scatters, revealing Darth Maul standing in the doorway. Capt. Panaka, Amidala, and her troops back away. Qui-Gon and Obi-Wan step forward.

QUI-GON
We'll handle this...

The two Jedi take off their cloaks and ignite their laser swords. Darth Maul takes off his cape, and ignites his laser sword. Both ends of the sword light up.

At the far end of the hangar, six wheel droids roll in and transform into their battle position. Artoo calls Anakin's attention to the droids. The Jedi begin to fight the Sith Lord.

ANAKIN
Oh, no...

The droids begin to advance and start firing on Amidala and her troops. Anakin begins to scramble out of the cockpit.

JAR JAR
Where are you going, Annie? Master Qui-Gon said...

ANAKIN
I need to stay close to Qui-Gon. He said that too. Now do something about those droids!

Artoo WHISTLES a reply. Suddenly, the ship's systems turn on, and the ship begins to levitate. Anakin hits the floor running.

JAR JAR
(with sarcasm)
All right, thanks Annie! Great idea! I'll take over. Let's see...

Jar Jar steers the ship toward the droids. He pushes a button, and the ship begins to shake.

JAR JAR
Where's the trigger? Oops, wrong one. Maybe this one...

Jar Jar pushes a second button, and the lasers begin to fire, wiping out several destroyer droids. Artoo WHISTLES a cheer.

The Jedi are engaged in a fierce sword fight with Darth Maul. They have moved into the center of the hangar. Anakin stays close, but out of the way. While the wheel droids are momentarily distracted by Jar Jar, Capt. Panaka, Amidala, and her troops exit into a palace hallway.

The wheel droids start firing at Jar Jar. There are EXPLOSIONS all around him.

JAR JAR
Oops... shield up! Always on the right... shields always on the right.

Jar Jar flips several switches, and the after-burner ignites.

JAR JAR
I know we're moving. I'll shut the energy drive down.

The fighter rockets out of the hangar. Artoo and Jar Jar hold on for dear life.

The Sith Lord's moves are incredible. He fights the two Jedi at once, flipping into the air, outmanoeuvring them at every turn. Anakin watches.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

The Naboo fleet leaves the planet and heads toward the space station.

RIC OLIE
Bravo Flight A, take on the fighters. Flight B, make the run on the transmitter.

BRAVO TWO
Roger, Bravo Leader.

The fleet approaches the space station. Many Federation fighters exit the hangars and attack.

RIC OLIE
Enemy fighters straight ahead!

EXT. NABOO GRASS PLAINS - DAY

OOM-9 decides to send in the wheel droids and gives the signal. Hundreds of wheel droids roll out of the transports and head down toward the battle.

They slowly roll through the deflector shields and transform once they get on the other side. The Gungans blast the wheel droids with energy balls. The destroyer droids blast many Gungans.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

A giant dogfight ensues. Jar Jar’s fighter flies into space above Naboo.

Artoo BEEPS a worried concern.

JAR JAR
The Autopilot is not trying to hide...

Artoo beeps and whistles.

JAR JAR
There is no manual override, Artoo. You'll have to rewire it or something.

Artoo chirps that he's trying.

JAR JAR
Look! There they are! That's where the autopilot is taking us.

Jar Jar's fighter flies toward the Federation Battleship.

INT. THEED - CENTRAL HANGER - DAY

The Sith Lord drives the Jedi out of the hangar and into the power generator area next door. Anakin follows, out of sight.

INT. THEED - POWER GENERATOR PIT - DAY

Three swords are crossed in an intense display of swordsmanship. The Jedi and the Sith Lord fight their way across the narrow bridge of the Theed power generator. Darth Maul jumps onto the bridge above them. The Jedi follow, one in front of the Sith Lord and one behind. They continue their sword fight.

INT. THEED - PALACE - HALLWAY - DAY

Amidala, Capt. Panaka, Eirtae, Sabe and their troops are trapped in a hallway by battle droids.

AMIDALA
We don't have time for this, Captain.

CAPT. PANAKA
Let's try the elevator.

Capt. Panaka blasts a hole in the window, and they make their way outside the building onto a ledge about six stories above a raging waterfall. Sabe, Eirtae and about twenty Naboo soldiers stay in the hallway to hold off the battle droids.

EXT. THEED - PALACE - OVER WATERFALL - DAY

Amidala, Capt. Panaka, and about ten other Naboo soldiers are lined up along the ledge. They have pulled small attachments out of their pistols and fire at another ledge about four stories above them. Thin cables shoot out of the pistols and embed into the stone. Amidala, Capt. Panaka, and the others climb up the wall.

EXT. NABOO GRASS PLAINS DAY

The Gungan Army is no match for the destroyer droids.

GENERAL CEEL
Retreat! Retreat!

The Gungans turn and run, on foot, on their kaadu, and in wagons.

At the top of a hill, the Gungans unhitch the back gates of the wagons, causing all of the energy balls to roll out of the wagon and down the hill. Four destroyer droids get blasted by the energy balls.

The Gungans renew their attack on the Droid Army.

INT. NABOO STARFIGHTER - COCKPIT -SPACE

Jar Jar finds himself in the middle of the space battle. A ship explodes behind him (over his left shoulder).

JAR JAR
We’re in trouble!

He looks forward to see enemy ships approaching head on.

JAR JAR
Artoo, get us off Autopilot!

Artoo SCREAMS a reply.

JAR JAR
I've got control?

Jar Jar flips switches.

An enemy fighter comes into his sights. Jar Jar pushes the controls and instead of firing, his fighter accelerates past the enemy ship.

JAR JAR
Naboo ships are so different...

Now the enemy ship is on his tail. He tries evasive manoeuvres.

Jar Jar yanks on the reverse thrusters and the ship slows instantly. The enemy fighter shoots past and explodes against the space station.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

The squadron attacks the space station.

RIC OLIE
Bravo flight... go for the central bridge.

BRAVO TWO
Roger, Bravo Leader.

The attack is fruitless.

RIC OLIE
Their deflector shield is too strong. We'll never get through it.

Meanwhile, Jar Jar is being chased by another fighter. Artoo SHRIEKS.

JAR JAR
I know, Artoo! I’m trying to find a place to hide!

The enemy ship fires and hits Jar Jar's fighter, sending it into a spin.

Artoo SCREAMS.

JAR JAR
We're hit!

Jar Jar regains control.

JAR JAR
This looks like a good place.

His ship enters the space station hangar.

JAR JAR
Just like the Stygian Caves back home!

Jar Jar 's ship dodges parked transport ships and other obstacles. A huge bulkhead blocks his way. Artoo BEEPS.

JAR JAR
I'm trying to stop! I'm trying to stop!

Jar Jar hits the reverse thrusters and the ship skids to a stop on the hangar deck. Artoo gives out a WORRIED WHISTLE.

JAR JAR
Okay. We’re okay.

Jar Jar ducks down to adjust a control panel.

JAR JAR
Everything's overheated. All the lights are red.

Artoo sees droids approaching, and BEEPS frantically.

INT. THEED - POWER GENERATOR PIT - DAY

The laser sword battle continues on the small catwalk around the vast power pit. Darth Maul kicks Obi-Wan off one of the ramps and he falls several levels. Qui-Gon knocks the dark Lord off another ramp, and he lands hard on a ramp two levels below. Qui-Gon jumps down after him.

Obi-Wan hangs off the ramp. A small hand reaches out to help him. It is Anakin.

OBI-WAN
Anakin? What are you doing here?

ANAKIN
Take my hand. I can help!

Obi-Wan pulls up on his own and flips over Anakin’s head. The boy’s eyes widen.

ANAKIN
Here’s your sword.

Anakin hands Obi-Wan his sword.

The dark Lord backs away along the catwalk into a small door. Qui-Gon follows as Obi-Wan runs to catch up. Anakin is at Obi-Wan’s heels.

INT. THEED - POWER GENERATOR ELECRIC BEAM - HALLWAY

The Sith Lord, followed by Qui-Gon, enters a long hallway filled with a series of deadly rays that turn on and off in a pulsing pattern. It shoots down the corridor every minute or so. Darth Maul makes it down several walls of deadly rays before they close around him. Qui-Gon is one wall away from the dark Lord. Obi-Wan and Anakin have only started and are five walls away from Darth Maul.

The Jedi must wait until the next pulse to advance down the corridor.

Obi-Wan is impatient and paces, waiting for the wall of rays to open. He pays no attention to Anakin.

Qui-Gon sits and meditates. The Sith Lord patches up his wounds.

INT. THEED - PALACE - HALLWAY TO THRONE ROOM

A window in the hallway blasts apart. Amidala, Capt. Panaka, and her soldiers climb into the hallway. They head for the door to the throne room.

Suddenly, two destroyer droids skitter in front of the door. Amidala turns around and sees two more appear at the far end of the hallway, trapping them in the middle.

Amidala throws down her pistol and turns to Capt. Panaka.

AMIDALA
Throw down your weapons.

CAPT. PANAKA
But we can't...

AMIDALA
Captain, I said throw down your weapons.

Capt. Panaka and his men throw down their weapons.

EXT. NABOO GRASS PLAINS - DAY

A destroyer droid blasts one of the shield generators, causing it to EXPLODE. The protective shield begins to weaken and fall apart. OOM-9 sees the shield weaken and orders his tanks forward. The Gungan general signals a retreat as the tanks enter the battle.

The Gungans flee as fast as they can. It is chaos.

INT. THEED - POWER GENERATOR ELECTRIC BEAM - HALLWAY

The electric rays finish their cycle as Qui-Gon sits meditating. The wall of the deadly rays turn away, and Obi-Wan and Anakin starts running toward Qui-Gon and the dark Lord. When the wall between Qui-Gon and Darth Maul opens, Qui-Gon is in a split second fighting the dark Lord with a ferocity not seen before. They move into the area at the end of the corridor called the melting pit, a small area that is mostly made up of a deep hole.

The electron ray gates begin to close. Obi-Wan tries to make it to the melting pit but is caught one gate short. He slides to a stop just before he hits the deadly electron field. Anakin stands by his side.

Qui-Gon and Darth Maul battle around the melting pit as a frustrated Obi-Wan can only watch.

Darth Maul catches Qui-Gon off guard. The Sith makes a quick move, bashes his lightsaber handle into Qui-Gon's chin, and runs him through. Qui-Gon slumps to the floor in a heap.

OBI-WAN
Master! No!

Darth Maul smiles and looks first at Obi-Wan, then to Anakin. Anakin’s tear-filled eyes burn with sadness and rage.

EXT. NABOO GRASS PLAINS - DAY

The Gungans have been overrun. Some flee into the hills, chased by battle droids on STAPS. Many others are herded into groups by battle droids and destroyer droids.

INT. THEED - PALACE THRONE ROOM - DAY

Amidala, Capt. Panaka, and six other officers are brought by ten battle droids before Nute and Rune and four Neimodian Council members.

NUTE
Your little insurrection is at an end, Your Highness. Time for you to sign the treaty... and end this pointless debate in the Senate.

Sabe, dressed like the Queen, appears in the doorway with several troops.

SABE
I will not be signing any treaty, Viceroy!

Nute and the others are stunned to see a second Queen. Nute yells at the ten guards in the room.

NUTE
After her! This one is the decoy!

Six of the droids rush out of the throne room after Sabe. Nute turns to Amidala.

NUTE
Your Queen will not get away with this.

Amidala slumps down on her throne and immediately hits a security button that opens a panel in her desk opposite Capt. Panaka. Amidala grabs two pistols, tosses one of them to Capt. Panaka and one to an officer. She takes a third pistol and blasts the last of the battle droids.

The officers rush to the door control panel as Amidala hits the switch to close the door. The officer at the door jams the controls. Capt. Panaka throws more pistols to the other guards. The Neimodians are confused and afraid.

AMIDALA
Your little occupation is at an end, Viceroy.

INT. NABOO STARFIGHTER - COCKPIT - FEDERATION HANGER

Jar Jar peeks over the edge of the cockpit to see battle droids surrounding the ship. He ducks back down.

JAR JAR
They’ve found us.

He looks at the dashboard to see red lights.

JAR JAR
The systems are still overheated, Artoo.

The BATTLE DROID CAPTAIN walks up to the ship and sees Artoo.

BATTLE DROID CAPTAIN
Where's your pilot?

Artoo BEEPS a reply.

BATTLE DROID CAPTAIN
You're the pilot?

Artoo WHISTLES.

BATTLE DROID CAPTAIN
Let me see your identification!

Jar Jar sees the dashboard lights go from red to green.

JAR JAR
Yes... we have ignition.

Jar Jar flips a switch and the ship levitates, knocking over the battle droid captain. The other droids shoot, but the lasers are deflected by Jar Jar 's shields. Artoo beeps.

JAR JAR
This should stop them.

Jar Jar fires lasers as the ship begins to rotate.

JAR JAR
...and this!

He presses a button and launches two torpedoes which miss the droids.

The two torpedos fly down a hallway and explode inside the reactor room.

JAR JAR
Let's get out of here!

Jar Jar's ship roars through the hangar deck, bouncing over the droids.

INT. FEDERATION BATTLESHIP - BRIDGE

Tey How turns to Captain Dofine.

TEY HOW
Sir, we're losing power... There is a problem with the main reactor...

DOFINE
Impossible!! I don't...

The bridge explodes.

INT. NABOO FIGHTER - COCKPIT - SPACE

Ric Olie watches in amazement as the Federation battleship starts to explode from the inside out.

BRAVO TWO
What's that? It's blowing up from the inside.

RIC OLIE
We didn't hit it.

BRAVO THREE
Look! One of ours! Outta the main hold... It’s piloted by a Gungan?

EXT. NABOO GRASS PLAINS - DAY

Suddenly, all of the droids begin to shake upside down, run around in circles, and finally stop. The Gungans carefully move out to inspect the frozen droids.

INT. THEED - POWER GENERATOR - MELTING PIT

Obi-Wan screams as the pulsing electron gate opens, and the Sith Lord attacks him. The dark Lord is relentless in his assault on the young Jedi.

Obi-Wan and Darth Maul use the Force to fling objects at each other as they fight. Darth Maul seems to have the upper hand as Obi-Wan grows weary.

Darth Maul catches Obi-Wan off guard, and the Jedi slips into the melting pit. He is barely able to hold onto a nozzle on the side of the pit. Darth Maul grins at Obi-Wan as he kicks Obi-Wan's lightsaber down the endless shaft.

Anakin stands near the wall with nowhere to hide. He looks to Qui-Gon, lying still, and his lightsaber. His angry eyes brighten. Darth Maul looks his way.

DARTH MAUL
Now do you see, little one? The Jedi are weak. We are strong. We are Sith. We are your destiny.

The Sith Lord smiles as he goes in for the kill.

ANAKIN
Never!

Obi-Wan jumps up out of the pit. Anakin reaches out his hand and calls Qui-Gon's lightsaber to Obi-Wan. Obi-Wan catches it and swings with a vengeance, cutting the Sith down. Darth Maul falls into the melting pit to his death.

Obi-Wan looks with shock and surprise to Anakin. The two rush over to Qui-Gon, who is dying.

OBI-WAN
Master! Master!

QUI-GON
It is too late... It's...

OBI-WAN
No!

QUI-GON
Obi-Wan promise... promise me you'll train the boy...

OBI-WAN
Yes, Master...

QUI-GON
He is the Chosen One... he will... bring balance... train him!

Qui-Gon dies. Obi-Wan cradles his Master, quietly weeping.

Anakin looks down into the melting pit, deep in thought.

INT. MAIN HANGER - COURTYARD - DAY

The large, grand cruiser of the Supreme Chancellor lands in the courtyard of the main hangar. Capt. Panaka and twenty troops guard Nute Gunray and Rune Haako. Obi-Wan, the Queen, and her handmaidens stand before the Neimodians.

AMIDALA
Try explaining all this to the Senate, Viceroy. If you can.

CAPT. PANAKA
I think you can kiss your Trade franchise goodbye.

The main ramp of the cruiser is lowered as Obi-Wan and Capt. Panaka lead the Viceroy and his assistant toward the ship. The Grand Chancellor Palpatine and SEVERAL REPUBLIC GUARDS descend the walkway, followed by Yoda and several other Jedi Masters.

The Chancellor Palpatine is greeted by the Queen.

AMIDALA
Congratulations on your election, Chancellor. It is so good to see you
again.

PALPATINE
It's good to be home. But it is you who should be congratulated. Your boldness has saved our people, Your Majesty. Together we shall bring peace and prosperity to the Republic.

Obi-Wan greets Yoda and the other Jedi as Capt. Panaka takes the Neimodians onto the cruiser.

INT. TURRET ROOM - NABOO PALACE - LATE DAY

The sun streams into the multi-windowed room at a low angle. Yoda paces before Obi-Wan, who kneels in the center of the room.

YODA
Confer on you, the level of Jedi Knight the Council does. But agree on you taking this boy as your Padawan learner, I do not.

OBI-WAN
Qui-Gon believed in him. I believe in Qui-Gon.

YODA
The Chosen One the boy may be. Nevertheless, grave danger I fear in his training.

OBI-WAN
Master Yoda, I gave Qui-Gon my word. I will train Anakin. Without the approval of the Council if I must.

YODA
Qui-Gon's defiance I sense in you. Need that, you do not. Agree, the council does. Your apprentice, young Skywalker will be.

EXT. THEED - CENTRAL PLAZA - FUNERAL TEMPLE STEPS - SUNSET

Qui-Gon's body goes up in flames as the Jedi Council, the Queen, Sio Bibble, Capt. Panaka, the handmaidens, and about one hundred Naboo troops, twenty other Jedi, Palpatine, Obi-Wan (standing with Anakin), Jar Jar, Boss Nass, and twenty other Gungan warriors watch. The DRUM ROLL silences. Doves are released, and the body is gone. Anakin looks to Obi-Wan.

OBI-WAN
He is one with the Force, Anakin... You must let him go.

ANAKIN
What will happen to me now?

OBI-WAN
I am your Master now. You will become a Jedi, I promise.

To one side, Mace Windu turns to Yoda.

MACE WINDU
There is no doubt. The mysterious warrior was a Sith.

YODA
Always two there are... A master and an apprentice.

MACE WINDU
But which one was destroyed, the master or the apprentice?

They give each other a concerned look.

EXT. THEED - CENTRAL PLAZA - DAY

CHILDERN SING and throw flowers on the passing Gungan soldiers. The crowds CHEER. It is a grand parade.

Queen Amidala stands next to the Supreme Chancellor Palpatine, Anakin, Obi-Wan, Sio Bibble, and the Jedi Council. Artoo stands in front of the Queen'S handmaidens and WHISTLES at the parade. Queen Amidala and Palpatine smile at one another. In the parade are Boss Nass and his guards, Jar Jar and General Ceel. The Gungans ride kaadu. They stop before the Queen and walk up the steps to stand by her side. Boss Nass holds up the Globe of Peace. Everyone CHEERS.

The parade marches on.

IRIS OUT:

END TITLES

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