Star Wars Episode 3 - Revenge of the Sith Edit Notes

In this edit, everything comes together. We understand why Anakin turns to the Dark Side, Sidious' plan for Empire, the slaughter of the Jedi, etc. - and guess what? It's not because of a woman.

• The opening action sequence is largely retained, except from some little additions - Obi-Wan's alias of "Ben" is explained (to be used in Episode 4), Anakin and Obi-Wan's friendship and banter is enhanced, and Anakin reveals more darkness when beheading Dooku. Anakin also keeps Dooku's lightsaber as a trophy.
• Immediately upon crash landing on Coruscant, trouble brews as Mace Windu finds out that Anakin and Padme are lovers.
• Anakin's dream sequence is of Obi-Wan on Mustafar - of Obi-Wan killing him - instead of dreams of Padme dying. Anakin fears that Obi-Wan knows about his marriage, and he decides to come clean to his Master.
• Anakin - feeling relieved to have finally decided to come clean - is trapped into a surprise "intervention" with the Jedi Council, where he is kicked out of the Jedi Order. We see Anakin's dark side emerge once again, we feel the pain of Obi-Wan having to basically disown his adopted son, and we see that Anakin and Mace Windu really don't like each other very much.
• Anakin plans to just be a normal, working-class husband and father, "fixing things" that he has always excelled at. He makes Padme dinner to break the news, and we see how Padme is worried about the scandal - she is a Senator, he was a Jedi - but Anakin does not care. He just wants to be a family. We really see how close Anakin comes to just having a normal life here, before he gets swept up in epic events once again.
• Chancellor Palpatine calls on Anakin to be his head of security - Anakin converts Dooku's lightsaber (his having been confiscated by Obi-Wan when kicked out of the Jedi Order), the symbolism of using the weapon of a Sith for good obvious. Anakin is a believer in the Republic, and we see how Palpatine is seducing him to the Dark Side.
• Anakin is always at Palpatine's side, lurking in the shadows, while events unfold. Insurrection is about, both in the Senate and in the Jedi Order.
• Anakin's turn to the Dark Side happens off-screen, and the dramatic reveal occurs as Palpatine is being arrested by the Jedi. Anakin and Palpatine both fight the Jedi.
• Palpatine reveals his plan - set into motion long ago, when he used the Dark Side of the force to "create life." Anakin - the Divergence in the Force - the Chosen One, who will unite Dark and Light and bring balance to the Force - is central to his plan, and is in fact his "son," conceived by the midi-chlorians - the same midi-chlorians that were cloned to create the clone army. The clones are his many brothers, and will bend to his will even across the emptiness of space. Anakin - not some strange Order 66 - is the commanding force behind the slaughter of the Jedi, and this sequence is quite emotional because it is our hero who is killing all of the Jedi. Not because of revenge, or anger - but because he believes in the Republic, and feels it is under threat of the Jedi.
• The rest of the film is mostly intact, now that Anakin's motives for turning to the Dark Side are due to him being a "believer" rather than for selfish and stupid reasons. Padme gives up Anakin's location on Mustafar to Obi-Wan - she is a believer as well, and does what she must - and does not go there. Anakin begins to second-guess his decision, discovering that Palpatine has been behind everything, but every time he comes close to doing the right thing, events slam him in the face once again (like a Naboo cruiser arriving, assuming it's Padme, and it ends up being Obi-Wan there to kill him) and he can only conclude that staying loyal to Palpatine and the Republic is the right thing to do. The fight on Mustafar is between Jedi and Sith - blue lightsaber and red - and ends with Obi-Wan stabbing Anakin through the heart and killing him (instead of letting him burn to death in horrible pain). Anakin's last words to Obi-Wan are to protect his child from Palpatine - he knows he's been manipulated, and the Sith will want his child - which sets up interesting underlying motives for Darth Vader through Episodes 4-6.
• The loose ends are tied up much better. Padme does not die, but retreats to Alderaan with her Senator friend (and potential lover) and Leia. Yoda knows that there are twins, but Obi-Wan does not, arriving to find Luke waiting for his care. This is much more consistent with the original trilogy, where it seemed that Obi-Wan did not know "there is another" even when he was a ghost and united with the Force. Vader is much more concerned with the Republic being safe than anything else. And, a nice little extra is the computer breast-plate is explained as his electronic heart, than just a little costume enhancement.

This was the most extensive edit, but I think it works much better and provides alot of depth and meat for the entire series. Hope you enjoy it.

My Star Wars Episode 3 - Revenge of the Sith Edit Screenplay

STAR WARS: EPISODE 3: REM.E.ENGE OF THE SITH 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 rollup, which crawls into infinity.


PAN DOWN to reveal a REPUBLIC ATTACK CRUISER. Continue to PAN with the Cruiser as TWO JEDI STARFIGHTERS enter and head toward an enemy Battle Cruiser. TRACK with the Jedi Fighters as they manoeuver in unison, dodging flack and enemy laser fire. R2-D2 is on ANAKIN’S STARFIGHTER. R4-P17 is on OBI-WAN’S STARFIGHTER. A giant space battle is revealed as the tiny Jedi ships continue their assault in a synchronous ballet.

INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE

OBI-WAN bounces through the flack with a frown. His ship rocks violently.

INT. ANAKINS STARFIGHTER COCKPIT-SPACE

ANAKIN smiles as he blasts a TRADE FEDERATION DROID DROP FIGHTER.

OBI-WAN
Good shot, Anakin! Who taught you everything you know again?

ANAKIN
He was this crusty old man. Graying in the hair and beard. A real fossil...

Anakin blasts another fighter.

ANAKIN
(finishing)
I believe his name was Ben...

OBI-WAN
How many times have I told you not to call me that?

ANAKIN
What? Ben? That was your cover on Cato Nemoidia, remember?

OBI-WAN blasts a fighter, and another, as the two starfighters make their way through the battle zone.

OBI-WAN
Every day, I thank the Force you haven’t turned my head completely white.

ANAKIN
We’ll see how much you resemble the Chancellor when we get to him, Master.

OBI-WAN
All right, laugh it up while you can, my young Jedi....

Obi-Wan checks his control panel.

OBI-WAN
Look out, four droids inbound...

EXT. CORUSCANT-SPACE BATTLE

The two Jedi fighters swerve in unison as four Trade Federation droid drop fighters attack. After several clever moves by the Jedi, two of the Federation droid drop fighters collide with each other in a ball of flame. The remaining two stay on the Jedi’s tail.

INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE

Obi-Wan struggles to maintain control of his ship.

OBI-WAN
We've got to split them up.

ANAKIN
Break left, fly through the guns on that tower.

Obi-Wan flies to the left of a huge tower on a Republic Cruiser. The two droid drop fighters follow.

OBI-WAN
Why am I the bait?

ANAKIN
Because you’re just so sweet, Master.

Obi-Wan deftly manoeuvers around a large starship's superstructure, but the two droid fighter stay on his tail, BLASTING him with intense laser fire.

OBI-WAN
Anakin, where are you?!

ANAKIN
Don't worry. I'm coming around behind you.... lock onto him, Artoo...

ARTOO BEEPS his reply as Anakin swoops in for the kill. Anakin BLASTS one of the droid drop fighters. It EXPLODES. Anakin BLASTS away at the second droid drop fighter as Artoo BEEPS an angry warning.

ANAKIN
I copy, Artoo.

OBI-WAN
I'm going to skim the deck.

ANAKIN
Good idea... I need some room to manoeuver.

Obi-Wan dives toward the surface of one of the larger TRADE FEDERATION BATTLESHIPS and is forced to fly through a maelstrom of laser flack. He skims the surface, followed by the droid drop fighter, which is followed by Anakin.

ANAKIN
Come on, Artoo, lock on! Lock on!

Artoo BEEPS. The crosshairs merge on the droid drop fighter as it swerves away.

OBI-WAN
I feel my hairs turning white, Anakin!

Obi-Wan flies through a narrow gap between two towers on a battleship. The droid drop fighter hits one of Obi-Wan's wings with a laser blast, and parts of the ship go flying around Obi-Wan's Astro Droid, ARFOUR.

OBI-WAN
Ouch!

R-4 BEEPS a blue streak.

OBI-WAN
(continuing)
Don't even try to fix it, Arfour. I've shut it down.

Anakin drops in behind the droid drop fighter and blows him apart. Artoo SQUEALS with delight.

ANAKIN
(continuing)
Yeah! We got him... good going, Artoo.

OBI-WAN
I don’t care how bitter you are, next time you're the bait... Now let's find the Command Ship and get the Chancellor...

ANAKIN
Master, General Grievous's ship is directly ahead.

Artoo BEEPS a reply, and it reads out in Anakin's cockpit.

ANAKIN
(continuing)
The one crawling with vulture droids.

INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE

OBI-WAN
I see them.

Ahead is a TRADE FEDERATION CRUISER with bat-like DROID VULTURE FIGHTERS stalking around on the hull. The vulture fighters transform into flight configuration, lift off the cruiser, and attack the Jedi starfighters.

ANAKIN
Let’s do it, Ben.

OBI-WAN
Not this time. There's too much at stake. We need help. Odd Ball, do you copy?

ODD BALL (OS)
Copy, Red Leader.

OBI-WAN
Mark my position and form up your squad behind me...

INT. ODD BALL'S FIGHTER COCKPIT-SPACE

ODD BALL
We're with you, General Kenobi. Set S-foils in attack position.

The protective ray shield lowers on the main hangar of the Trade Federation cruiser, and six new DROID TRI-FIGHTERS emerge and join the droid vulture fighters heading toward the Jedi. The Jedi starfighters extend the stability foils on the ends of their wings.

INT. ANAKIN'S FIGHTER COCKPIT-SPACE

ANAKIN
This is where the fun begins.

Artoo BEEPS a worried message.

OBI-WAN
Take it easy, Anakin.

Four CLONE FIGHTERS move into formation behind the Jedi.

ODD BALL
I'm on your right, Red Leader.

ANAKIN
Incoming!!

Artoo SQUEALS as five droid tri-fighters pass by at high speed on the right.

OBI-WAN
More on the left!

Four more vulture droid fighters pass at high speed from the left. All hell breaks loose. Obi-Wan and Anakin continue to fly in unison, backing up each other. Artoo SQUEALS.

ANAKIN
Here we go.

The Jedi ships split up and make a quick loop around the droid tri-fighters, ending up behind them, BLASTING away. The droid tri-fighters EXPLODE.

OBI-WAN
I'm going high and right.

ANAKIN
Hang on. There are four more of them.

OBI-WAN
Stay with me... swing back and right...

ANAKIN
I'm coming around. I'm coming around on your tail.

In one incredible move, Anakin swings in behind the droid tri-fighters, blowing them away one by one until there is only one left.

Artoo lets out a HOWL as Anakin accelerates past the last droid tri-fighter, slams on his brakes, flips the fighter around, and BLASTS the tri-fighter from the front. Artoo BEEPS frantically as they fly through the debris of the destroyed ships. Anakin looks behind him.

ANAKIN
How many back there. Artoo?
(Artoo beeps)
Three... Four...

OBI-WAN
Anakin, you have four on your tail.

ANAKIN
I know.

OBI-WAN
Four more closing from your left.

ANAKIN
I know!

Anakin swoops low and skims across a Trade Federation Battleship, dodging flack as Artoo bounces along, trying to get out a sentence.

ANAKIN
Hang on, Artoo. Obi-Wan, do you copy? I'm going to thread the needle...

OBI-WAN
Too dangerous.

ANAKIN
Sorry, no choice. Come down here and thin them out a little.

Obi-Wan drops in behind the droid vulture fighters chasing Anakin. Arfour BEEPS to Obi-Wan.

OBI-WAN
Just keep me steady... hold on... not yet... now break left.

Obi-Wan fires as he swings across the back of the vulture droids, BLASTING four of them away. Anakin heads for a trench along the surface of one of the Trade Federation Battleships. He flies into the trench, which ends in a conning tower with a small slit between two main struts.

Artoo BEEPS nervously.

ANAKIN
Easy, Artoo... we've done this before.

OBI-WAN
Use the Force, let your thoughts guide you, the ship will follow.

Artoo SQUEALS in a panic. On the view screen Artoo's squeal reads out, "WE'RE NOT GOING TO MAKE IT."

ANAKIN
Wrong thought, Artoo.

Anakin slips through the narrow gap. The trailing vulture droid fighters CRASH.

ANAKIN
(continuing)
I'm through.

Obi-Wan continues to fire on the vulture droid fighters, driving them into the EXPLOSION. Finally, Obi-Wan peels off and swings around, pulling up alongside Anakin.

In the distance, CLONE FIGHT SQUAD SEVEN battles the droids. A clone fighter is hit and explodes, spewing debris. The CLONE PILOT spins off into space.

ODD BALL
There are too many of them.

CLONE PILOT 2
They're all over me. Get them off my...

Anakin watches the battle begin.

ANAKIN
They need our help!

OBI-WAN
No, Anakin!

ANAKIN
But they don’t stand a chance!

OBI-WAN
They are doing their job so we can do ours.

Anakin watches the clone fighters explode.

OBI-WAN
(continuing)
Head for the Command Ship!

Another clone fighter is hit, bursts into flames, and spins off into space. A vulture droid fighter raises its head to locate its targets and fires missiles at them.

ANAKIN
Missiles! Pull up!

Anakin and Obi-Wan break right and left, and the missiles follow them. Anakin does a barrel roll spin, causing the missiles following him to collide and EXPLODE. Two missiles continue to chase Obi-Wan. He banks sharply to the right, then to the left, causing one of the missiles to overshoot.

OBI-WAN
One down...

The second missile streaks next to Obi-Wan’s fighter and EXPLODES. Obi-Wan's ship rocks, and R-4 SCREAMS as the starfighter rips through the explosion. Debris flies all around them.

ANAKIN
They're coming around!

OBI-WAN
All right, Arfour. No, no. Nothing too fancy.

ANAKIN
Surge all power units. Artoo! Stand by the reverse thrusters.

Anakin spins his starfighter. The missiles spin and collide.

ANAKIN
Good work, Artoo!

Two missiles continue to track Obi-Wan.

OBI-WAN
Flying is for the droids.

Suddenly, Obi-Wan’s starfighter shudders, and his ship starts to plummet toward the surface of the Trade Federation Cruiser. The trailing missiles fly into what looks like debris, and detonate. Five silver balls fly out of the debris and attach themselves to the ship. The balls pop open, revealing SMALL BUZZDROIDS that begin to crawl across the surface like spiders.

OBI-WAN
I'm hit! Anakin?

ANAKIN
I see them... Buzz Droids.

The buzz droids crawl across Obi-Wan's ship and start to tear it apart. SPARKS ERUPT where the buzz droids break into the wiring. One of the buzz droids goes after Arfour.

OBI-WAN
Arfour, be careful. They...

Arfour's head is ripped off and flies away.

OBI-WAN
Oh dear. They're shutting down all the controls.

ANAKIN
Move to the right so I can get a clear shot at them.

OBI-WAN
Remember the mission. Get to the Command Ship. Get the Chancellor! I'm running out of tricks here.

Anakin moves into position just off Obi-Wan's left side and angles his ship so his guns are pointing at the droids crawling over Obi-Wan’s starfighter. Anakin fires and vaporizes the two buzz droids, along with the left wing of Obi-Wan's ship.

OBI-WAN
(continuing)
In the name of...

ANAKIN
Steady... steady...

OBI-WAN
Anakin, hold your fire... hold your fire.

ANAKIN
I agree, bad idea. Swing right... ease over... steady...

Anakin moves his ship next to Obi-Wan's and tries to physically knock the buzz droids off. There are five left. He manages to get one off, but badly dents Obi-Wan's ship in the process. One of the buzz droids tears a piece off of the front of Obi-Wan's ship. Flames burst out, and more smoke billows out, obscuring the Jedi's view.

OBI-WAN
Wait... wait... I can't see a thing!

ANAKIN
Move to the right.

OBI-WAN
Get out of here, Anakin. There's nothing more you can do.

ANAKIN
I'm not leaving without you, Master.

Anakin knocks off three of the buzz droids and the fourth crawls out onto Anakin's ship and starts attacking Artoo. Artoo fights the buzz droid.

ANAKIN
Get 'em, Artoo. Watch out!

Artoo extends an arm and aims a stream of electricity at the swerving buzz droid. The buzz droid is hit squarely in the eye and falls off the ship. Artoo WHISTLES in triumph.

ANAKIN
Stay on my wing... the General's Command Ship is dead ahead. Easy... pull up... We’re heading for the hangar.

OBI-WAN
Have you noticed the shields are still up?

ANAKIN
Oh?!? Yes. Yes, they are. Sorry, Master.

Anakin streaks ahead of Obi-Wan's disintegrating fighter and blasts the shield generator. It SPARKS and EXPLODES.

OBI-WAN
I’m getting too old for this sort of thing...

INT. MAIN HANGAR-TRADE FEDERATION CRUISER

The shield door drops away, and Obi-Wan’s starfighter crashes on the deck of the hangar bay, engulfed in a FANTAIL OF SPARKS. A set of blast doors starts SLAMMING shut across the hangar opening, as material is sucked into space.

Anakin manoeuvers around the oncoming junk and flies into the hangar just as the blast doors SLAM shut.

Obi-Wan ignites his lightsaber and cuts his way out of the cockpit. He jumps clear just as his ship EXPLODES. BATTLE DROIDS rush at him from all directions.

Anakin jumps out of his ship and cuts his way through the battle droids to where Obi-Wan is fighting. Artoo pops out of the ship and follows Anakin.

OBI-WAN
Artoo, locate the Chancellor.

ANAKIN
Tap into the ship's computers.

They cut down the last of the droids and follow Artoo over to a computer wall socket. The two Jedi fight off four more droids as Artoo tries to find the Chancellor. Finally, a HOLOGRAM of the Trade Federation ship appears.

OBI-WAN
The Chancellor's signal is coming from right there. The observation platform at the top of that spire.

ANAKIN
I sense Count Dooku...

OBI-WAN
I sense a trap.

ANAKIN
Next move?

OBI-WAN
Spring the trap.

The Jedi start to leave; Artoo follows. The Jedi stop and turn to Artoo.

ANAKIN
Artoo, go back. I need you to stay with the ship.

OBI-WAN
Here, take this, and wait for orders.

Obi-Wan tosses the comlink to Artoo.

INT. BRIDGE-TRADE FEDERATION CRUISER

GENERAL GRIEVOUS enters the bridge of the Trade Federation Cruiser followed by his TWO BODYGUARDS. He walks to the front of the bridge and stands in front of the NEIMOIDIAN CAPTAIN.

GENERAL GRIEVOUS
What's the situation, Captain?

CAPTAIN
Two Jedi have landed in the main hangar bay.

GENERAL GRIEVOUS
Just as Count Dooku predicted.

INT. HANGAR-TRADE FEDERATION CRUISER

Anakin and Obi-Wan head for the elevator. A door opens in the hallway and two of General Grievous's bodyguards confront the Jedi.

BODYGUARD I
General Kenobi, Anakin Skywalker. We've been waiting for you.

OBI-WAN
We are here to retrieve Chancellor Palpatine, not join him.

As a dozen more droids join the group, the Jedi ignite their lightsabers and stand back-to-back.

OBI-WAN
Anakin?

ANAKIN
Ready.

Anakin and Obi-Wan use their lightsabers and cut a large circle in the floor.

INT. HALLWAY-TRADE FEDERATION CRUISER

The two Jedi cut their way down several floors, laser fire following them down. After deflecting the bolts back up and picking off a few of their attackers, they move on down the hallway.

ANAKIN
Isn’t this the wrong way, Master?

OBI-WAN
There’s no such thing as up and down in space, Anakin.

ANAKIN
That’s true. But I don’t know if you’ve noticed, we’re in a ship...

OBI-WAN
(pointing)
Elevators!

The two Jedi run to the elevators and hit the up button.

INT. HANGAR-TRADE FEDERATION CRUISER

THREE DESTROYER DROIDS roll into the hole in the floor and drop several stories in pursuit of the Jedi.

INT. WIDE HALLWAY-TRADE FEDERATION CRUISER

The two Jedi wait for an elevator to arrive. They look up at the READOUT, watching the elevator’s progress. The SCRAPING sound of the droids grows louder. They turn around and see they are face to face with the three destroyer droids. The droids start blasting away. Anakin deflects the bolts. Obi-Wan frantically pushes the elevator button several more times.

ANAKIN
How much longer?

OBI-WAN
It’s almost here!

Finally the door opens, and they rush inside under a hail of laser bolts. The elevator door slides shut.

INT. ELEVATOR-TRADE FEDERATION CRUISER

The Jedi sigh with relief, pause, and turn to see battle droids standing behind them.

BATTLE DROID
Drop your weapons!

The Jedi activate their lightsabers and destroy all the battle droids in a few simple moves. When the last battle droid CLANKS to the elevator floor, they extinguish their lightsabers without a word and turn to watch the elevator’s progress.

INT. HANGAR-TRADE FEDERATION CRUISER

R2-D2 notices two super battle droids entering the hangar. He moves and hides behind a Jedi starfighter.

INT. ELEVATOR-TRADE FEDERATION CRUISER

The elevator begins to move and screeches to a stop.

OBI-WAN
Did you press the stop button?

ANAKIN
No, did you?

OBI-WAN
No!

ANAKIN
Well, there's more than one way out of here.

Anakin ignites his laser sword.

OBI-WAN
We don't want to get out, we want to get moving. Artoo... Artoo. Do you copy? Activate elevator...
(looks at control panel)
...31174...

Anakin cuts a hole in the elevator ceiling.

INT. MAIN HANGAR-TRADE FEDERATION CRUISER

Two super battle droids are inspecting the Jedi starfighters. They overhear Obi-Wan's voice over the comlink and are distracted.

SUPER BATTLE DROID 1
What's that?

SUPER BATTLE DROID 2
Get back to work. It's nothing.

INT. ELEVATOR-TRADE FEDERATION CRUISER

OBI-WAN
Artoo?

Anakin climbs through the hole in the ceiling of the elevator.

OBI-WAN
(continuing)
Always on the move.

Obi-Wan continues to talk on the comlink. Artoo quietly beeps a reply.

INT. MAIN HANGAR-TRADE FEDERATION CRUISER

Artoo tries to muffle the comlink as the two super battle droids try to figure out where the voices are coming from. Artoo extends an arm and plugs into a computer interface.

OBI-WAN (OS)
Artoo, do you hear me? Artoo.!

INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

Suddenly, the elevator plummets down the shaft. Anakin quickly jumps and grabs onto the hallway entry door. He watches as the elevator recedes down the shaft and disappears. Anakin struggles to keep his grip on the closed door as SPARKING wires rain down on him.

INT. ELEVATOR-TRADE FEDERATION CRUISER

The elevator starts to descend rapidly.

OBI-WAN
Stop, stop! Artoo, we need to go up.

INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

Anakin struggles to hang on to the narrow edge of the elevator shaft. The door to the elevator shaft is pried open, and two battle droids appear in the doorway and look down at Anakin. They point their guns at him.

DROID 1
Hands up, Jedi! Don't move.

DROID 2
Roger, roger.

INT. MAIN HANGAR-TRADE FEDERATION CRUISER

The two super battle droids overhear Obi-Wan's comlink messages to Artoo.

SUPER BATTLE DROID 1
There it is again.

OBI-WAN (OS)
Artoo, do you copy?

INT. ELEVATOR-TRADE FEDERATION CRUISER

The elevator races down as Obi-Wan holds on.

OBI-WAN
Stop. Artoo! We need to go up! Stop, stop!

The elevator stops with a jolt. Obi-Wan falls to the floor.

INT. MAIN HANGAR-TRADE FEDERATION CRUISER

The two super battle droids see Artoo and walk toward the little droid.

SUPER BATTLE DROID 1
Hey you!

Artoo plugs into the interface again and the elevator shoots up.

INT. ELEVATOR-TRADE FEDERATION CRUISER

Obi-Wan stands up, nodding his head.

OBI-WAN
Now, that's better...

INT. MAIN HANGAR-TRADE FEDERATION CRUISER

Artoo is held up by two super battle droids, who chuckle as the little astro droid curses and swings at them.

SUPER BATTLE DROID 1
You stupid little astro droid!

INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

Anakin looks down and sees the elevator heading toward him at a high rate of speed. He looks at the battle droids leaning over him with their guns pointed at him. He calculates for a moment, then gives himself a push and flips himself up into the elevator shaft.

Before Anakin can arc into a descent down the shaft, the elevator races up through the shaft, cutting the droids in two. Anakin lands on the elevator and quickly drops back through the hole in the ceiling. Obi-Wan is startled and ignites his lightsaber.

ANAKIN
Hi.

OBI-WAN
Oh, it's you...

INT. MAIN HANGAR-TRADE FEDERATION CRUISER

Artoo activates his oil hose and sprays the super battle droids. The super battle droids slip on the oil.

INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

ANAKIN
What was that all about?

OBI-WAN
Well, Artoo has been...

ANAKIN
No loose wire jokes... He's doing the best he can.

OBI-WAN
Did I say anything?

ANAKIN
He's trying!

OBI-WAN
I said nothing.

INT. MAIN HANGAR-TRADE FEDERATION CRUISER

Artoo ignites his arm rockets and shoots out of their grip, spraying them both with oil and setting them on fire. The super battle droids slip and slide until they fall, smoldering. Artoo rolls away.

INT. GENERAL'S QUARTER'S-TRADE FEDERATION CRUISER

The elevator door opens and the two Jedi carefully make their way into the main room of the General's Quarters.

At the far end sits SUPREME CHANCELLOR PALPATINE. Anakin and Obi-Wan move toward the Chancellor.

As they get closer to Palpatine, they see a very distressed look on the Chancellor's face.

OBI-WAN
(bows)
Chancellor.

ANAKIN
Are you all right?

PALPATINE
(quietly)
Count Dooku.

Palpatine makes a small gesture with his hand. Obi-Wan and Anakin turn around. The elevator doors can be heard OPENING AND CLOSING as COUNT DOOKU strides into the room. He is above the Jedi, standing on a balcony, with two super battle droids. The Jedi turn to see him. He looks down on the Jedi.

OBI-WAN
(quietly to Anakin)
This time we stay together.

ANAKIN
I was about to say that, Master.

Count Dooku jumps down to the main level.

PALPATINE
Get help! You're no match for him. He's a Sith Lord.

OBI-WAN
Chancellor Palpatine, Sith Lords are our specialty.

Obi-Wan and Anakin throw off their cloaks and ignite their lightsabers.

COUNT DOOKU
Give me your swords, please, Master Jedi. We don't want to make a mess in front of the Chancellor.

Obi-Wan and Anakin move toward Dooku.

OBI-WAN
You won't escape this time, Dooku.

Obi-Wan and Anakin charge Count Dooku. A great sword fight ensues.

COUNT DOOKU
I've been looking forward to this, my young Padawan.

ANAKIN
Jedi. My powers have doubled since the last time we met, Count.

COUNT DOOKU
Good. Twice the pride, double the fall.

Dooku lunges at the Jedi and they fall back...

COUNT DOOKU
(continuing)
Your moves are clumsy, Kenobi... too predictable. You'll have to do better.

As the battle proceeds, Obi-Wan and Count Dooku are tired. Anakin is stronger as he becomes angry. Anakin continues to drive the attack on Dooku. Count Dooku throws Obi-Wan back using the Force.

Anakin and Count Dooku move up the stairs. As they reach the upper landing of the General's Quarters, Anakin leaps over Count Dooku. Obi-Wan reaches the top of the stairs, destroying two super battle droids. Count Dooku holds Obi-Wan in the air using the Force as he turns and kicks Anakin out of frame. Obi-Wan is choking.

Anakin hits the archway.

Dooku sends Obi-Wan flying. The Jedi tumbles to the lower level unconscious. Count Dooku spins around again and, using the Force, causes a section of the balcony to drop onto Obi-Wan. Anakin spins and kicks Count Dooku, sending him over the balcony. Anakin jumps, following him down to the main floor. Count Dooku and Anakin continue the fight.

COUNT DOOKU
I sense great fear in you, Skywalker. You have hate, you have anger, but you fail to use them.

Anakin regains his composure and attacks Count Dooku as the Dark Lord spins to meet him head on. Their fighting becomes even more intense.

Anakin attacks Count Dooku with a new ferociousness.

INT. GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

Anakin and Dooku continue their fight. It is intense! Finally, in one last energized charge, Anakin cuts off Count Dooku's hands. The Jedi catches the lightsaber as it drops from the Sith Lord’s severed hand. Count Dooku stumbles to the floor as Anakin puts the two lightsabers to his neck. Palpatine is grinning as he watches Count Dooku's defeat.

PALPATINE
Good, Anakin, good. I knew you’d win in the end. Now finish it. Kill him. Kill him now!

ANAKIN
But he’s unarmed...

Anakin looks to the Count’s stumps, and almost laughs.

PALPATINE
This is no laughing matter.

Anakin grows serious. He looks into Dooku’s frightened eyes.

PALPATINE
He is a traitor to the Republic. Do it!!

Anakin cuts off Count Dooku's head. A huge EXPLOSION somewhere deep in the ship rattles everything.

ANAKIN
... I shouldn’t have done that.

PALPATINE
You did what was necessary, Anakin. He was too dangerous to be kept prisoner.

Anakin looks at Count Dooku's lightsaber and secures it in his belt like he would a trophy, moving to Palpatine.

ANAKIN
I took his hands. What was he going to do?.

Anakin raises his hands toward Palpatine, who is strapped in the Admiral's Chair. The Chancellor's restraints pop loose.

ANAKIN
(continuing)
He was helpless, Chancellor. To kill him... It's not the Jedi way.

Palpatine stands up, rubbing his wrists.

PALPATINE
No, not the Jedi way, perhaps... But it is the way of the galaxy. He cut off your arm. You cut off both of his, and took his head. You took your revenge on him. It wasn't the first time, Anakin. Remember the Sand People?

Anakin darkens.

PALPATINE
(continuing)
Now, we must leave before more security droids arrive.

The ship begins to list to one side. Anakin rushes over to Obi-Wan, lifts the control console from on top of him, and pulls him free. He kneels down and checks out his unconscious friend. Palpatine heads for the elevators.

PALPATINE
Anakin, there is no time. We must get off the ship.

ANAKIN
He’s not dead...

PALPATINE
Leave him, or we'll never make it.

ANAKIN
His fate will be the same as ours.

Anakin picks up Obi-Wan, slings him over his shoulder, and heads for the elevators.

INT. BRIDGE-TRADE FEDERATION CRUISER

GENERAL GRIEVOUS
Prepare for attack.

PILOT
All batteries fire! Fire!

INT. BATTLESTATIONS-REPUBLIC CRUISER

Clone gunners fire on the Trade Federation Cruiser and take fire in return. Gun emplacements are destroyed. Clone troopers go flying.

INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

Anakin carries Obi-Wan to the elevator doors and hits the button. Palpatine joins him.

ANAKIN
The elevator's not working again,
(into his comlink)
Artoo...

Artoo BEEPS a response to Anakin.

ANAKIN
(continuing)
Activate Elevator 3224.

Suddenly the ship shifts to its side as the elevator doors open. Palpatine is thrown to the ground. Anakin jumps to the door frame of the elevator. Anakin looks into the elevator shaft.

ANAKIN
(continuing)
Artoo... do you copy? Artoo, come in!

INT. BRIDGE-TRADE FEDERATION CRUISER

Windows are blown out; droids and equipment are sucked into space.

PILOT
Reverse stabilizers.

INT. MAIN HANGAR-TRADE FEDERATION CRUISER

As the ship rolls, spacecraft and equipment CRASH from one side of the ship to the other.

Several objects break through the metal blast doors, causing objects to be sucked into space. Artoo starts to slide toward one of the small holes.

INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

As the elevator shaft rotates, it becomes a long hallway.

Anakin clings to the doorframe with Obi-Wan on his shoulder, as the Chancellor struggles to join him.

INT. MAIN HANGAR-TRADE FEDERATION CRUISER

Artoo continues to skid and slide toward open space. He swerves around boxes and wrecked fighters. One of the battle droids stumbles and is consumed by the electronic shield in a zap. Artoo BEEPS a reply as he dodges the laser blasts of the battle droids. One bolt hits very near him, and he SCREAMS in terror.

INT. BRIDGE-TRADE FEDERATION CRUISER

PILOT
Magnetize! Magnetize!

INT. MAIN HANGAR-TRADE FEDERATION CRUISER

Artoo is about to be overtaken by a starfighter sliding behind him. He falls into a heap of broken battle droid parts and the fighter bounces over him.

EXT. SPACE-CORUSCANT

The Trade Federation Cruiser heads straight down toward the planet.

INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

Anakin jumps into the horizontal elevator shaft with Obi-Wan still on his shoulder.

ANAKIN
We can't wait. Come on, we have to be fast.

Palpatine climbs into the elevator shaft also. They start running. The ship begins to roll again, and the Jedi and the Chancellor are forced to jump from one side of the elevator to the other.

INT. BRIDGE-TRADE FEDERATION CRUISER

GENERAL GRIEVOUS
Fire the emergency booster engines.

PILOT
Levelling out, sir.

INT. ELEVATOR SHAFT ON SIDE-TRADE FEDERATION CRUISER

Anakin, still carrying Obi-Wan on his back, and Palpatine run down the elevator shaft as it starts to move upright. Anakin cuts a control box on one of the doors, but before the doors can open, the ship moves to an angle, causing Anakin and Palpatine to start sliding down the shaft. Anakin grabs some wires in the control box with one hand. Palpatine grabs onto the Jedi's leg. As the ship rights itself, they are left hanging in the bottomless elevator shaft.

INT. ELEVATOR SHAFT, VERTICAL-TRADE FEDERATION CRUISER

Anakin, Obi-Wan, and Palpatine hang precariously on the side of the bottomless elevator shaft. Obi-Wan regains consciousness and tries to look around.

ANAKIN
Easy, Master... We're in a bit of a situation.

OBI-WAN
Did I miss something?

Obi-Wan looks down and sees Palpatine and the bottomless pit. They hear Artoo BEEPING on Obi-Wan's comlink. The ship begins to roll, causing the vertical shaft to move into a forty-five-degree angle. They hear the elevator brakes release and look up to see the elevator heading toward them.

ANAKIN
Hold on.

OBI-WAN
What is that?

Obi-Wan and Anakin look up to watch the elevator approach them at high speed, then Obi-Wan turns to Anakin.

OBI-WAN
(continuing)
Not again.

ANAKIN
Artoo, Artoo, shut down the elevator!

OBI-WAN
Too late! Jump!

They fall about three hundred feet before the tilt of the ship catches up with them, and they hit the side of the shaft and slide at great speed just ahead of the elevator. The shaft continues to rotate until it is completely horizontal.

Anakin and Obi-Wan take out and throw grappling hooks. The hooks catch and they continue to fall. All the doors in the elevator shaft open up, and the group swings through the open door into a hallway. The elevator roars by.

INT. ELEVATOR LOBBY-TRADE FEDERATION CRUISER

Anakin, Obi-Wan, and Palpatine fly through the elevator door and land.

OBI-WAN
Let's see if we can find something in the hangar bay that's still flyable. Come on.

ANAKIN
Artoo, get down here. Artoo, do you copy?

INT. MAIN HANGAR-TRADE FEDERATION CRUISER

As the Federation Cruiser continues to rotate, Artoo SQUEALS and pokes a periscope out of a pile of broken battle droid parts. He looks around and then rockets up out of the debris.

INT. HALLWAY TO HANGAR BAY-TRADE FEDERATION CRUISER

Obi-Wan and Anakin lead Palpatine down a hallway toward the hangar bay. Artoo lands next to them.

INT. DOORWAY TO HANGAR BAY-TRADE FEDERATION CRUISER

It is extremely windy as bits and pieces are continually sucked into space. The hangar bay doors are closed, but great stresses are being exerted as the ship twists, re-entering the atmosphere of Coruscant. Obi-Wan, Anakin and Palpatine stop in a doorway leading into the hangar bay. The available ships are piled in a heap.

ANAKIN
Hi, Artoo.

Artoo beeps and squawks.

OBI-WAN
None of those ships will get us anywhere.

ANAKIN
I agree.

PALPATINE
What are we going to do?

ANAKIN
I don't know.

OBI-WAN
Don't look at me. I don’t even know what day it is...

Anakin and Palpatine both look to Obi-Wan. He shrugs his shoulders. The ship keeps listing.

OBI-WAN
We'll head toward the bridge. See if we can find an escape pod.

The two Jedi and the Chancellor head towards the bridge.

INT. BRIDGE-TRADE FEDERATION CRUISER

BODYGUARD
General, we found the Jedi. They're in hallway 328.

GENERAL GRIEVOUS
They’re headed this way.

INT. HALLWAY-TRADE FEDERATION CRUISER

They run down the hallway.

ANAKIN
So, what’s the plan?

OBI-WAN
The usual...

INT. BRIDGE-TRADE FEDERATION CRUISER

The muffled sound of LASER FIRE and LIGHTSABERS CUTTING THROUGH METAL comes through the door to the bridge. General Grevious turns as the door to the bridge opens. Obi-Wan, Anakin, Palpatine, and Artoo come through. They stand before the alien droid General.

GENERAL GRIEVOUS
Destroy them! Make them suffer!

The droids that surround them begin to FIRE. Obi-Wan and Anakin jump into the line of fire. The bridge degenerates into chaos. Obi-Wan and Anakin are locked in a pitched battle between electro staffs and laser swords with General Grievous's two bodyguards.

Chancellor Palpatine tries to stay out of the way. General Grievous walks around the bridge directing the battle droids.

GENERAL GRIEVOUS
Stay and watch your stations.

Obi-Wan fights one of General Grievous's bodyguards. The bodyguard carries an electrified staff about five feet long. When the laser sword hits it, electrical bolts fly everywhere and surround the laser sword. Obi-Wan is unable to cut the staff. The Jedi gets whacked a couple of times and is knocked halfway across the bridge.

Obi-Wan pulls himself together and attacks again, cutting off the droid bodyguard's head. The droid bodyguard keeps attacking. Anakin struggles to defend himself against the other manic droid bodyguard. He cuts the droid bodyguard in half.

Two battle droids try to take the Chancellor away. Anakin follows them down the hallway and cuts them down, rescuing the Chancellor.

Obi-Wan finishes off the headless bodyguard. It crumbles to the floor in pieces.

ALARMS SOUND as the giant spacecraft begins to list and fall out of orbit. A PILOT yells at General Grievous.

PILOT
Sir, we are falling out of orbit. All aft control cells are dead.

GENERAL GRIEVOUS
Stay on course... Pay them no attention. Keep the ship in orbit.

Obi-Wan and Anakin destroy the remaining droids. General Grievous retrieves one of the bodyguard's staffs and faces Obi-Wan. Anakin leaps over a console and lands behind General Grievous.

PILOT
The ship is breaking up!

GENERAL GRIEVOUS
We've run out of time.

Obi-Wan tries to get at General Grievous. Anakin runs at the General from the opposing side. General Grievous turns and throws his electrified staff at the window. It breaks, causing chaos as everything that is not bolted down is sucked into space. General Grievous is the first one sucked out into space. He fires a cable from his arm that attaches to the ship. He swings in and lands firmly on the side of the ship.

Obi-Wan, Anakin, and Palpatine hold on for dear life. A blast shield closes around where the window used to be.

INT. BRIDGE-TRADE FEDERATION CRUISER

Anakin and Obi-Wan cut through the rest of the droids as if they were made of butter. Palpatine stands in shock as he watches the carnage. Droid parts are flying everywhere. Obi-Wan and Anakin stand back to back and cut down the last of the droids just as there is a huge shudder, followed by more alarms. SPARKS begin to fly outside the windows.

PALPATINE
The hull is burning!

EXT. HULL-TRADE FEDERATION CRUISER-SPACE

General Grievous detaches his cable and crawls along the exterior hull of the Federation Cruiser, using his magnetized hands and feet. He reaches a row of escape pods and enters an airlock.

INT. POD BAY-TRADE FEDERATION CRUISER-SPACE

General Grievous enters the escape pod bay through the hatch. The Droid General goes to a control panel and opens an escape pod.

GENERAL GRIEVOUS
Time to abandon ship.

General Grievous pulls a row of switches, and one by one the empty escape pods are jettisoned.

INT. ESCAPE POD-SPACE

Grievous gets in one, the hatch closes, and the escape pod blasts away from the damaged cruiser.

INT. BRIDGE-TRADE FEDERATION CRUISER

Obi-Wan and Anakin go over to the navigator's chair.

ANAKIN
All the escape pods have been launched.

OBI-WAN
Grievous. Can you fly a cruiser like this?

ANAKIN
You mean, do I know how to land what's left of this thing?

Anakin sits in the pilot's chair and watches as the back half of the ship breaks away. There is a great jolt, and the ship tilts forward.

OBI-WAN
Well?

ANAKIN
Under the circumstances, I'd say the ability to pilot this thing is irrelevant. Strap yourselves in.

Obi-Wan and Palpatine strap themselves into chairs. Anakin struggles with the controls of the ship. The ship starts to glow, and pieces break off. Artoo moves in on Palpatine's controls and assists in flying the cruiser.

OBI-WAN
Steady... Attitude... eighteen degrees.

Artoo BEEPS.

ANAKIN
Pressure rising. We've got to slow this wreck down. Open all hatches, extend all flaps, and drag fins.

OBI-WAN
Temp steady. Hatches open, flaps extended, drag fins...

A large part of the ship breaks away.

ANAKIN
We lost something.

OBI-WAN
Not to worry, we're still flying half the ship.

ANAKIN
Now we're really picking up speed... I'm going to shift a few degrees and see if I can slow us down.

OBI-WAN
Careful... we're heating up-twelve thousand... thirteen thousand...

ANAKIN
What's our speed?

OBI-WAN
Eight plus sixty-forty. Eight plus sixty-twenty. Eight plus sixty. Temp ten thousand, nine thousand... we're in the atmosphere...

Artoo BEEPS madly.

ANAKIN
Easy, Artoo. Hang on, this may get a little rough. We lost our heat shields.

OBI-WAN
Five thousand. Three thousand... two thousand. Fireships on the left and the right.

FlRESHIP PILOT (O.S.)
We'll take you in.

OBI-WAN
Copy that. Landing strip's straight ahead.

ANAKIN
We're coming in too hot.

OBI-WAN
Easy-easy.

The ship leaves a contrail as it streaks across the Coruscant skyline. Palpatine and Obi-Wan hold on for dear life as the ship shakes and rattles toward an industrial landing platform.

EXT. CORUSCANT-INDUSTRIAL LANDING PLATFORM-AFTERNOON

A large landing platform in the industrial part of the city is surrounded by EMERGENCY FIRE SPEEDERS. The smoking ship approaches as FIVE FIRESHIPS spray it with foam. The ship finally makes a rather hard landing.

OBI-WAN
(smiling)
That was one for the archives, Anakin....

EXT. CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-LATE AFTERNOON

The small Jedi Shuttle carrying Palpatine and the Jedi arrives at the landing platform. There are a DOZEN SENATORS, including BAIL ORGANA, JAR JAR BINKS, and C-3PO, waiting for them. Palpatine, R2-D2, and Anakin get out. Obi-Wan and MACE WINDU stay in the doorway of the Jedi Shuttle.

ANAKIN
(to Obi-Wan)
Are you coming, Master?

OBI-WAN
Oh no. I'm not brave enough for politics. I have to report to the Council. Enjoy your hero’s welcome.

ANAKIN
Hold on, this whole operation was your idea. You planned it. You led the rescue operation. You have to be the one to take the bows this time.

OBI-WAN
Sorry, old friend. Let us not forget that you rescued me from the Buzz Droids. And you killed Count Dooku. And you rescued the Chancellor, carrying me unconscious on your back, and you managed to land that bucket of bolts safely...

ANAKIN
...And it was all because of your training, Master.

OBI-WAN
No, you deserve to spend a day with the politicians. Soak it up.

ANAKIN
All right. But you owe me... and not for saving your skin for the tenth time...

OBI-WAN
Ninth time... that business on Cato Nemoidia doesn't count. I'll see you at the briefing.

Anakin smiles and walks away from Obi-Wan.

The Chancellor and his entourage approach Mace.

MACE WlNDU
Chancellor Palpatine, what a welcome sight! Are you all right?

PALPATINE
Yes, thanks to your two Jedi Knights...

Bail, Anakin, and the crowd walk away from the platform toward the Senate Building Grand Hallway.

BAIL ORGANA
Skywalker, the Republic cannot thank you enough.

Anakin and Bail Organa walk in the hallway.

ANAKIN
I just did my duty, Senator Organa.

Artoo and Threepio follow behind the crowd.

C-3PO
You did what?

Artoo BEEPS.

C-3PO
(continuing)
You took on two battle droids? I’m impressed my little friend.

Artoo SINGS HAPPILY.

INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-LATE AFTERNOON

Anakin is at the back of the crowd of senators, talking with Bail Organa. R2-D2 and C-3PO scoot along ahead of them.

BAIL ORGANA
The end of Count Dooku will surely bring an end to this war and all that has come with it.

ANAKIN
I wish that were so. But General Grievious is the leader of the Droid Army now, and I’m afraid the fighting will continue until he is nothing but spare parts... The Chancellor is very clear about that.

Behind a row of large columns, a SHADOWY FIGURE follows the Jedi and the senator. Anakin senses the figure.

BAIL ORGANA
Is that so?

ANAKIN
I agree with him. The enemy must be utterly destroyed. Now, if you’ll excuse me.

BAIL ORGANA
Certainly.

Anakin stops, and Bail goes off after Palpatine and the others. Anakin steps behind one of the giant columns to meet up with the shadowy figure, who is revealed to be SENATOR PADME AMIDALA. They embrace and kiss.

PADME
Oh, Anakin! Thank goodness, you're back.

ANAKIN
I missed you, Padme. Every day..

PADME
There were whispers... that you'd been killed. The last eight months have been so...

ANAKIN
Padme! I'm all right. And I’m back! If the Chancellor hadn't been kidnapped, I don't think they would have ever brought us back from the Outer Rim sieges.

Anakin starts to give her another kiss. She steps back.

PADME
Wait, not here...

He grabs her again.

ANAKIN
Yes, here! All this deception tires me. I don't care if they know we're married.

PADME
Anakin, don't say things like that. You're too important to the Republic... to ending this war. I love you more than anything, but I won't let you give up your life as a Jedi for me...

ANAKIN
I've given my life to the Jedi order, but I'd only give up my life for you.

PADME
(playfully)
Heroic speeches don’t work on me. Remember, I’m a Senator? Patience, my handsome Jedi... Come to me later.

Anakin embraces her, and looks at her.

ANAKIN
Are you all right? You're trembling.

PADME
I'm just excited to see you.

Anakin looks her up and down, noticing her loose, baggy clothing and dress.

ANAKIN
I sense something else... And your clothes?

PADME
Something wonderful has happened.

They look at each other for a long moment.

PADME
(continuing)
Anakin... I'm pregnant.

Anakin is stunned. He thinks through all of the ramifications of this revelation. He takes her in his arms.

ANAKIN
That's... that's wonderful.

PADME
What are we going to do?

ANAKIN
This is not a time to worry. This is a happy moment. The happiest moment my life.

In the distance, a FIGURE steps out from behind a column. It is Mace Windu. He has seen and heard everything. His face is grim.

EXT. UTAPAU-LANDING PLATFORM-DAY

A small NEIMOIDIAN SHUTTLE lands. Battle droids surround the ramp as General Grievous descends onto the platform. SUPER BATTLE DROID G21 approaches.

SUPER BATTLE DROID G21
The planet is secure, sir. The population is under control.

GENERAL GRIEVOUS
Good. Where is the Separatist Council?

SUPER BATTLE DROID G21
This way, sir...

General Grievous takes the elevator to an upper level. He enters a conference room and presses a series of buttons on the table, and bows.

INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY

A hologram of DARTH SIDIOUS appears.

GENERAL GRIEVOUS
Yes, Lord Sidious.

DARTH SlDIOUS
General Grievous, I suggest you move the Separatist leaders to Mustafar.

GENERAL GRIEVOUS
It will be done, My Lord.

DARTH SlDIOUS
The end of the war is near, General, and I promise you, victory is assured.

GENERAL GRIEVOUS
How can you be so sure? With the loss of Count Dooku?

DARTH SlDIOUS
His death was regrettable but necessary, a sacrifice which will ensure our victory. Soon I will take on a new apprentice... one far younger and more powerful than Lord Tyranus. And the Republic will fall.

EXT. MUSTAFAR – VOLCANO EDGE – DREAM

A MOLTEN RIVER rushes in the background. FIRE blazes. The air is shimmering with heat. It is a vision of hell. Obi-Wan stands watching the flowing lava. Anakin steps close.

ANAKIN
Master?

OBI-WAN
(whispering)
I failed you, my Padawan.

ANAKIN
Master? What’s wrong?

Anakin reaches to touch his shoulder. Obi-Wan spins around in a flash, knocking Anakin to the ground. Obi-Wan ignites his lightsaber.

OBI-WAN
You were never a Jedi! Never!

Anakin reaches up.

ANAKIN
No, Master!

Obi-Wan spins his lightsaber in his grip and slams it down through Anakin’s chest.

INT. CORUSCANT-PADME'S APARTMENT-BEDROOM-NIGHT

Anakin awakens in a panic, clutching his chest. He is covered in sweat. He looks over in the bed and sees Padme sound asleep next to him. Anakin gets out from under the sheets and sits on the side of the bed. He is breathing heavily. He puts his head in his hands and weeps. He regains his composure and leaves the room down a set of stairs. Padme awakens, realizes Anakin is gone.

PADME
Anakin?

She gets out of bed and goes downstairs to look for him.

EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-NIGHT

Anakin walks down a flight of stairs onto a large veranda. The vast city planet of Coruscant, smoldering from the battle, is spread out before him. He is distraught.

Padme descends the stairs and joins Anakin on the veranda. She takes his hand. He doesn't look at her.

PADME
Is something wrong?

ANAKIN
It’s nothing...

Anakin touches the JAPOR SNIPPET around Padme's neck, that Anakin gave her when he was a small boy.

ANAKIN
(continuing)
Do you think this has any good luck left in it? I think we need it right now.

PADME
Anakin, what is it?

ANAKIN
It was a dream.

PADME
Bad?

ANAKIN
Like the ones I used to have about my mother just before she died.

PADME
And?

ANAKIN
They know. They know about us.

They look at each other. A moment of concern passes between them.

PADME
The Jedi Council?

ANAKIN
It was just a dream.

Padme gives him a long, worried look. Anakin takes a deep breath.

ANAKIN
(continuing)
Maybe I should tell them the truth...

PADME
You’ll be expelled!

ANAKIN
I don’t care.

PADME
The Republic needs you! You’re a Jedi!

ANAKIN
I’m a father, Padme!
(he reaches forward and strokes Padme’s belly)
I’m going to be someone’s father...

PADME
It was only a dream.

ANAKIN
(continuing to stroke her belly)
But this isn’t. This is real.

Anakin takes Padme in his arms.

ANAKIN
(continuing)
Nothing else matters to me, Padme. I will tell them. They will know what to do...

INT. CORUSCANT-JEDI TEMPLE-HALLWAY-MORNING

Anakin hurries down a temple hallway, a spring in his step, heading toward the Jedi Council Chambers. He is happy to be rid of his guilt and shame. Obi-Wan is standing outside the door.

ANAKIN
Master? You wanted to see me?

OBI-WAN
(smiling)
Yes, Anakin. There is something we must discuss...

Obi-Wan opens the door and leads him into the Jedi Council Chambers.

INT. CORUSCANT-JEDI TEMPLE-COUNCIL CHAMBERS -MORNING

Anakin walks into the room, looking back at Obi-Wan.

ANAKIN
It is good that you called on me, Master. I need to talk to you about...

He turns to face the room. It is filled with JEDI, all in their seats circling the room, their faces grim.

ANAKIN
(continuing, his face falling)
...something.

Obi-Wan closes the door behind them and stands next to Anakin.

OBI-WAN
I’m sorry, Anakin.

ANAKIN
What is this about, Master?

OBI-WAN
Just answer their questions, my Padawan.

ANAKIN
(turning, angry)
Padawan?!

OBI-WAN
Please, Anakin. Step forward.

Anakin steps forward into the center of the circle. He takes a deep breath, and looks at the Jedi that surround him: Mace Windu, EETH KOTH, YODA, the HOLOGRAMS of PLO KOON and KI-ADI-MUNDI. There is an empty seat. Obi-Wan walks to it and takes his place in the Council.

YODA
For coming, we thank you.

ANAKIN
I am at your service, Master.

YODA
Questions we have for you. Against you, troubling accusations have been made.

ANAKIN
And so you tricked me into coming here? To surprise me?

MACE WINDU
This is no trick, Anakin.

OBI-WAN
There’s no need to be defensive. I told them you have nothing to hide.

Anakin looks at Obi-Wan. Anakin cannot hide his guilt and shame from his Master. Obi-Wan sees this and his face falls. Anakin turns his attention back to the Council.

ANAKIN
So this is what the wise Jedi Council does? Whisper to each other behind closed doors, plotting in secrecy, instead of coming to me directly?

MACE
You dare to lecture us on keeping secrets? I saw you, Anakin. I saw what – who – you have been hiding from us.

ANAKIN
(opens his arms)
I have nothing to hide. Ask me what you will.

MACE WINDU
Have you given your heart to another?

ANAKIN
That’s your question?

MACE
Have you entered into covenant with another?

ANAKIN
(growing angry)
This is what troubles you? Consumes your thoughts? While war is raging, while the very Republic is threatened, you concern yourself with my feelings?

KI-ADI-MUNDI
(hologram shuddering)
Please, Anakin, I can feel your anger from here.

MACE
Have you broken the Jedi Code?

ANAKIN
(angry, walking towards Mace)
Jedi Code?! Rules?! Why do they matter, when I have given you everything! Sacrificed, everything! Followed your every order! I have bled for you! Killed for you!

OBI-WAN
Anakin!

MACE WINDU
Have you broken the Code?

ANAKIN
This is how you treat me?! Like an enemy?!

MACE WINDU
Answer the question, boy!

ANAKIN
I love her!

Anakin’s face contorts with fury. He reaches inside his robe and pulls free his lightsaber in a flash. Mace Windu’s eyes widen.

ANAKIN
(continuing)
And you won’t keep me from her any longer!

As Anakin ignites his lightsaber, the Jedi Council reach forward as one, shackling his arms and legs with the Force. Anakin struggles against their grip, rising off the floor, floating in the middle of the circle. Obi-Wan does not contribute. He’s in incredible pain.

OBI-WAN
Anakin...

YODA
Lost the boy, we have.

EETH KOTH
Passion clouds his thoughts and feelings.

Anakin thrashes in the air, gritting his teeth.

KI-ADI-MUNDI
Love for his wife...

Obi-Wan looks up, his eyes widening.

OBI-WAN
(finishing)
...and unborn child.

Anakin’s struggles cease. He looks at Obi-Wan, his features smoothing. He retracts the lightsaber. His breaths are strained.

ANAKIN
Master... I’m... I’m sorry.

MACE WINDU
(rising, his voice firm)
Anakin Skywalker, you are hereby expelled from the Jedi Order.

ANAKIN
(to Obi-Wan)
I was going to tell you.

Obi-Wan rises, walking to Anakin. The Jedi allow Anakin to drop to the floor. Obi-Wan steps up to him. Looks into his eyes.

ANAKIN
Master...

MACE WINDU
The protection of the Jedi, the shield of the Living Force, is lifted from you.

ANAKIN
No...

Obi-Wan circles around Anakin and lifts the Jedi cloak off his shoulders. Anakin begins to cry, raising his arms, watching the cloak slide free. He looks to the lightsaber.

MACE WINDU
The strength of the Jedi, the sword of the Living Force, is no longer yours to wield.

Obi-Wan steps in front of Anakin, the cloak folded over one arm. Tears are in his eyes. Anakin gives Obi-Wan his lightsaber.

MACE WINDU
(continuing)
The wisdom of the Jedi, the will of the Living Force, does not see you.

Obi-Wan turns his back on Anakin. Obi-Wan remains still.

ANAKIN
Master? Please. Please, no...

MACE WINDU
Does not hear you.

ANAKIN
No. Master Obi-Wan...

Anakin looks about the chamber. It is very still and quiet. Anakin’s shoulders drop.

ANAKIN
I’m sorry. I’m sorry for everything. I failed you.

OBI-WAN
(whispering)
I failed you, my Padawan...

Anakin’s eyes widen, remembering his dream. He looks about the chamber, backing away in shuffling stumbles. He cannot believe what has happened. He rushes out of the room.

Obi-Wan looks down at the cloak, and the lightsaber. He looks up at Yoda and Mace Windu.

OBI-WAN
He was the Chosen One.

MACE WINDU
We were wrong.

OBI-WAN
And now, are we right?

MACE WINDU
He broke the Jedi Code. Without the Code, we have nothing.

YODA
Made his choice, young Skywalker has. May the Force be with him. And his family.

Obi-Wan is silent. His eyes reflect the guilt he feels. Mace Windu and Yoda continue to speak, but Obi-Wan does not hear them. CLOSE on his face, and the shock and pain he feels.

MACE WINDU (O.S.)
Now, with that unpleasant business is behind us, we have more important matters to discuss. The Senate is voting further executive powers to the Supreme Chancellor. We will no longer report to the Senate. We will report directly to him.

YODA
Too much power, the Chancellor has...

EXT. CORUSCANT – STREETS, WALKING BRIDGES, CORRIDORS – DAY

Anakin runs home, through streets, over bridges, through crowded corridors.

YODA (V.O.)
(continuing)
The Dark Side grows stronger. Its shadow falling over this city, I feel...

INT. CORUSCANT – PADME’S APARTMENT – DAY

Anakin rushes in, desperate to find Padme.

ANAKIN
Padme?

He searches the kitchen, the living quarters, the bedroom.

ANAKIN
(continuing)
Padme? Are you here?

He walks out onto the veranda, looking at the city. He braces his hands on the railing, clasping his hands together.

ANAKIN
(continuing)
Padme, where are you? I need you.

INT. CORUSCANT-BAIL ORGANA'S OFFICE-DAY

Padme, Bail Organa, and senators MON MOTHMA, FANG ZAR, TERR TANEEL, and GIDDEAN DANU sit in Senator Organa's office.

BAIL ORGANA
With the Jedi Council now under his oversight, the Chancellor has appointed Governors for all star systems in the Republic.

FANG ZAR
When did this happen?

BAIL ORGANA
The decree was posted this morning.

PADME
What’s next? Dismantling the Senate?

MON MOTHMA
Why bother? As a practical matter, the Senate no longer exists.

GIDDEAN DANU
The Constitution is in shreds. Amendment after amendment... executive directives, sometimes a dozen in one day.

BAIL ORGANA
We can't let a thousand years of democracy die without a fight.

Everyone looks at each other, a little worried at the implications of what was just said.

TERR TANEEL
What are you suggesting?

BAIL ORGANA
I apologize. I sound like a Separatist.

MON MOTHMA
Separatists wish to secede from the Republic. We are loyalists, trying to preserve democracy.

BAIL ORGANA
But I fear we share the same enemy.

PADME
I can't believe it has come to this! Chancellor Palpatine is one of my oldest advisors. He served as my Ambassador when I was Queen of Naboo.

GlDDEAN DANU
He has changed, Senator Amidala. They have all changed. You cannot underestimate the amount of corruption that has taken hold in the Senate.

MON MOTHMA
They know where the true power lies, and they will do whatever it takes to retain their share of it. Chancellor Palpatine has become a dictator and we are to blame. All of us.

BAIL ORGANA
Which is why we must now do something to stop it. Senator Mon Mothma and I are forming an organization-

PADME
Say no more. Senator Organa. I understand. At this point, it's better to leave some things unsaid.

BAIL ORGANA
You are right. We must not discuss this with anyone.

MON MOTHMA
That means even those closest to you... friends, family... no one can know.

They all nod their heads. Padme considers this for a moment.

PADME
Agreed.

INT. CORUSCANT-JEDI TEMPLE-COUNCIL CHAMBERS-DAY

Mace Windu, Eeth Koth, Obi-Wan, Yoda, the holograms of Plo Koon and Ki-Adi-Mundi are in deep discussion. Ki-Adi-Mundi speaks.

Kl-ADI-MUNDI
(holo)
Chancellor Palpatine believes General Grievous is hiding on Utapau. We have had no intelligence reports of this from our agents.

MACE
How could the Chancellor have come by this information? Baron Papanoida said no one was there.

YODA
Act on this, we must. The capture of General Grievous will end this war. Quickly and decisively we should proceed.

EETH KOTH
Do we all agree?

All the Jedi concur, except Obi-Wan, who sits silent. The Jedi look at him for an answer.

OBI-WAN
(quietly)
It would be fatal for us to allow the droid armies to regroup.

MACE
Given our resources and the reliability of the intelligence, I recommend we send only one Jedi. We should send you, Master Kenobi.

Kl-ADI-MUNDI
I concur. Master Kenobi should go.

YODA
I agree.

All the Jedi concur. Obi-Wan nods, still distant.

Kl-ADI-MUNDI
And what about the droid attack on the Wookiees?

MACE
It is critical we send an attack group there, immediately!

OBI-WAN
(recovering)
He's right. That is a system we cannot afford to lose. It's the main navigation route for the southwestern quadrant.

YODA
Go, I will. Good relations with the Wookiees, I have.

MACE
It is settled then. May the Force be with us all. Council is adjourned.

EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY

Yoda and Obi-Wan overlook a docking bay where THOUSANDS OF CLONE TROOPS and armored weapons, tanks, etc., are being loaded onto two massive REPUBLIC ASSAULT SHIPS.

YODA
I sense much guilt in you, Obi-Wan.

OBI-WAN
I failed him, Master.

YODA
Made choices for him, you did not! Ensnared by love, young Anakin is. There are worse ways to leave the Jedi. Much worse.

OBI-WAN
You speak of Count Dooku.

YODA
My Padawan, he was. Your pain, I know.

Obi-Wan nods.

YODA
(continuing)
But wary of your feelings you must be. Let not your father’s love for Anakin ensnare your mind. Too important, your mission is.

OBI-WAN
May the Force be with you, Master.

YODA
May the Force be with you.

Obi-Wan heads down a ramp toward his waiting Republic Cruiser. Yoda watches him go, concerned.

EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY

Obi-Wan’s Republic Cruiser lifts off and heads for space.

EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-SUNSET

Padme's speeder pulls up to the landing platform. CAPTAIN TYPHO escorts Padme onto the veranda, where TWO HANDMAIDENS (ELLE and MOTEE) are waiting. Padme turns to Captain Typho.

PADME
Thank you, Captain.

CAPTAIN TYPHO
Rest well. My Lady.

Captain Typho gets back into the speeder, and it disappears into the cityscape. The handmaidens, Motee and Elle, approach Padme as the SHADOW OF A FIGURE moves in the background. C-3PO is standing nearby.

PADME
I'll be up in a while.

MOTEE
Yes, my lady.

C-3PO stands, confused, as the handmaidens turn and exit.

C-3PO
Is there anything I might do for you?

PADME
Yes, make sure all the security droids are working. Thank you, Threepio.

The golden droid turns and exits.

Padme stands and watches the sunset. The shadowy figure moves toward her. She senses something. Arms enfold her from behind, and lips whisper in her ear.

ANAKIN
Beautiful, isn't it?

Padme jumps in Anakin’s embrace.

PADME
You startled me.

ANAKIN
How are you feeling?

PADME
He keeps kicking.

ANAKIN
He?! Why do you think it's a boy?

PADME
(laughs)
My motherly intuition.

She puts his hand on her belly.

ANAKIN
Whoa! With a kick that strong, it's got to be a girl.

They laugh. Anakin releases his hands from her belly, still holding hers.

ANAKIN
Come with me. I have a surprise for you.

PADME
(smiling)
Should I close my eyes?

ANAKIN
Just come with me.

Anakin leads Padme inside into-

THE DINING ROOM

-where the table is set, with CANDLES burning.

PADME
Oh! You cooked me dinner!

ANAKIN
Threepio helped me. I’m much better with a sword than with a kitchen knife...

PADME
Well, it looks lovely.

Anakin leads Padme along and pulls out her chair for her. She sits down.

PADME
How did it go with Obi-Wan?

ANAKIN
Never mind that now. You must be starving, eating for two!

Anakin hustles into the kitchen, where two COVERED PLATES sit on the counter. Anakin grabs one plate, and sets it before Padme. He unveils the dish.

PADME
Oh my!

Anakin grabs his plate, sits down at the table. C-3PO pours milk from a flask into Padme’s glass.

ANAKIN
Grilled Lukato tails, marinated in a floonai sauce, steamed Brixxicalli roots, sprinkled with just a dash of salt from the moons of Tawwawi, and mashed Kuiqui...

PADME
Anakin! I’m impressed! What is the occasion?

C-3PO shuffles to Anakin’s side and pours his glass.

ANAKIN
Well... thanks, Threepio.

Anakin raises his glass.

ANAKIN
My tour of duty is at an end.

Padme is shocked.

ANAKIN
I am no longer a member of the Jedi Order. My part in the Clone War is over. I am home. Cheers.

PADME
What are you talking about? Did you speak with Obi-Wan?

Anakin swallows and begins working on the plate of food.

ANAKIN
Yes, I did. And the rest of the Council. They had what you might call an... intervention. I was expelled.

PADME
What are you going to do?

ANAKIN
Be your husband. Be our baby’s father. I’ll find work. In a mechanic’s shop, maybe...

PADME
Do they know it’s me?

ANAKIN
I can only assume they do. Everything’s going to be okay.

PADME
Okay? My career in the Senate is finished! I will not survive this scandal.

ANAKIN
The Jedi Council cares not for politics. The Senate may never know.

PADME
They will eventually!

ANAKIN
Then let’s leave this place! We can go back to Naboo-

PADME
Anakin, it’s not that simple.

ANAKIN
-raise our baby there. Live like normal people-

PADME
I have commitments. Responsibilities.

ANAKIN
(shouting)
Where there’s no politics! Or plotting! Or war!

Anakin calms down and smiles. Padme is quiet.

ANAKIN
Where there’s just us. Where we can be happy.

Anakin and Padme eat. C-3PO shuffles back into the room.

C-3PO
Excuse me, Master Anakin. The Supreme Chancellor requests your presence. Immediately, I’m afraid.

INT. CORUSCANT-GALAXIES OPERA HOUSE-NIGHT

Anakin lands his speeder and exits.

Anakin runs up the stairs at the Galaxies Opera House.

Anakin runs through the hallway and enters Palpatine's box, where the Chancellor is sitting with MAS AMEDDA and SLY-MOORE, watching the Man Calamari Ballet doing "Squid Lake."

ANAKIN
You wanted to see me, Chancellor?

PALPATINE
Yes, Anakin! Sit with me, my boy.

Anakin hesitates.

PALPATINE
Please, sit down,
(to his aides)
Leave us.

Anakin sits next to Palpatine. The Chancellor leans over to him.

PALPATINE
(continuing)
Anakin, I heard the terrible news that you were... betrayed, by the Jedi Council.
ANAKIN
I was expelled. I broke the Code.

Palpatine reaches out and clasps Anakin’s shoulder.

PALPATINE
Are you okay, my son?

ANAKIN
They did the right thing.

PALPATINE
In the strictest sense, yes. Every misdeed must have a consequence, and they followed the letter of the law.

Anakin listens.

PALPATINE
(continuing)
But we live in times where certain... compromises, must be made to protect the Republic. The Senate has placed their trust in me, and rightly so. I wish the Jedi had the same faith with you.

ANAKIN
I wish they had the same faith in you.

PALPATINE
That is for me to worry about. But you! You are much too valuable to the Republic, Anakin, to be let go. Much to important to the war effort. Especially when we are so close to destroying the Separatists once and for all.
(he looks forward, at the dancing Man Calamari)
I fear the Jedi Council have made a terrible mistake.

ANAKIN
Well, it’s over. There’s nothing I can do now.

Palpatine turns to him again.

PALPATINE
Oh, but there is, my son. There is so much more that you can do.
(beat, he smiles)
I want to make use of your skills, Anakin. I am asking you to be my head of personal security.

ANAKIN
Really, Chancellor Palpatine, I am honoured, but...

PALPATINE
I need you. The Republic needs you still. I am in constant danger. Both from without... and within.

ANAKIN
What do you mean?

PALPATINE
You must sense what I have come to suspect... the Jedi Council want control of the Republic... they're planning to betray me, just as they betrayed you.

ANAKIN
I don't think...

PALPATINE
Anakin, search your feelings. You know, don't you?

ANAKIN
I know they don't trust you.

PALPATINE
Or the Senate... or the Republic... or democracy for that matter.
Remember back to your early teachings, Anakin. "All those who gain power are afraid to lose it." Even the Jedi.

ANAKIN
The Jedi use their power for good.

PALPATINE
Good is a point of view. And the Jedi point of view is not the only valid one. The Dark Lords of the Sith believe in security and justice as well, yet they are considered by the Jedi to be...

ANAKIN
Evil.

PALPATINE
From a Jedi's point of view. The Sith and the Jedi are similar in almost every way, including their quest for greater power. The difference between the two is the Sith are not afraid of the dark side of the Force. That is why they are more powerful.

ANAKIN
The Sith rely on their passion for their strength. They think inward, only about themselves.

PALPATINE
And the Jedi don't?

ANAKIN
The Jedi are selfless... they only care about others.

Palpatine smiles.

PALPATINE
Or so you've been trained to believe.

Anakin is deep in thought.

PALPATINE
(continuing)
Did you ever hear the tragedy of Darth Plagueis "the wise"?

ANAKIN
No.

PALPATINE
I thought not. It's not a story the Jedi would tell you. It's a Sith legend. Darth Plagueis was a Dark Lord of the Sith, so powerful and so wise he could use the Force to influence the midi-chlorians to create life... prevent death.

ANAKIN
He could actually save people from death?

PALPATINE
The dark side of the Force is a pathway to many abilities some consider to be unnatural.

ANAKIN
What happened to him?

PALPATINE
He became so powerful... the only thing he was afraid of was losing was his power, which eventually, of course, he did. Unfortunately, he taught his apprentice everything he knew, and his apprentice killed him in his sleep.
(smiles)
Plagueis never saw it coming.

ANAKIN
What’s your point?

PALPATINE
We cannot afford to go to sleep, my son. No matter what good we do. No matter if we value life above death. Those we trust, if given the chance, will betray us. In pursuit of power.

Anakin looks deep into Palpatine’s eyes.

PALPATINE
So, Anakin, my friend, do you accept my offer?

ANAKIN
I have nothing to protect you with, your Highness. No weapon. No sword.

PALPATINE
But you do, don’t you? You took his head, and then you took his weapon...

ANAKIN
Dooku’s lightsaber? The weapon of a Sith?

PALPATINE
What could be better? To use the weapon of the enemy for good. I trust you can make any modifications you require.

ANAKIN
I can. Dooku fought in the old style. His lightsaber can be renewed.

PALPATINE
So is your answer yes?

ANAKIN
It is. I will protect you, and in so doing, protect the very heart of the Republic.

PALPATINE
Good.
(he smiles)
The Republic thanks you.

EXT. KASHYYYK-DAY

A WOOKIEE CATAMARAN flanked by WOOKIEE HELICOPTERS approaches the tree housing the WAR ROOM.

PALPATINE (V.O.)
Soon, this Clone War will be but a memory...

INT. KASHYYYK-WAR ROOM-DAY

Yoda gets out of his chair and walks to the edge of the platform. The battlefield below is filled with CLONE TROOPERS and an advancing DROID ARMY. CLONE COMMANDER GREE approaches Yoda.

CLONE COMMANDER GREE
The droids have started up their main power generators.

YODA
Then now the time is, Commander.

CLONE COMMANDER GREE
Yes, sir.

The battle begins.

EXT. KASHYYYK-BEACH HEAD-DAY

A WOOKIEE CHIEFTAIN lets out a ROAR as the Wookiee army rushes to face the droid army. CORPORATE ALLIANCE TANK DROIDS race across the water against the Wookiees and clone troopers on the beach. DROID GUNSHIPS provide air support, while a SPIDER DROID emerges from the watery depths. A brave Wookiee places an explosive on a SEPARATIST TANK and jumps off just before the tank EXPLODES.

From the War Room, Yoda observes the ongoing battle.

INT. REPUBLIC BATTLE CRUISER-HANGAR-SPACE

Clone troopers stand at attention in rows on the floor of the hangar deck, waiting to board landing craft. Obi-Wan stands next to his BLUE JEDI FIGHTER talking to SEVERAL CLONE COMMANDERS with their helmets off. A hologram of the planet Utapau is projected by R4-G9 into the middle of the hangar.

CLONE COMMANDER CODY
Fortunately, most of the cities are concentrated on this small continent here... on the far side.

OBI-WAN
I'll keep them distracted until you get there. Just don't take too long.

CLONE COMMANDER CODY
Come on, boss, when have I ever let you down?

They laugh.

OBI-WAN
Cato Nemoidia... for starters.

Obi-Wan climbs into his Jedi Fighter.

CLONE COMMANDER CODY
That was Anakin who was late. I believe.

OBI-WAN
Yes. Anakin.
(beat)
Very well, the burden is on me not to destroy all the droids before you get there.

CLONE COMMANDER CODY
I'm counting on you.

EXT. JEDI FIGHTER-SPACE

Obi-Wan blasts the Blue Jedi Fighter out of the Republic Battle Cruiser and into the hyperspace ring. He heads for the planet Utapau.

INT. CORUSCANT – PADME’S APARTMENT – NIGHT

Padme is asleep on the bed. The space next to her is empty. There is a sound coming through the open doorway of WELDING.

THE CAMERA TRACKS out the bedroom door and down the hallway to the-

KITCHEN

-where Anakin hunches over the table, tools is hand. He looks at the lightsaber handle, blows on it, inspects it closer. He sets the WELDER down and lifts the BLACK GOGGLES off his eyes.

CLOSE ON the lightsaber in Anakin’s hands. It is Count Dooku’s, but instead of curved it is straight. The new pieces of metal gleam bright.

Anakin hesitates at the trigger. He ignites the lightsaber in the gloom. It glows a deep red.

Anakin smiles.

EXT. CORUSCANT-PADME'S APARTMENT-EARLY MORNING

Padme's apartment building is surrounded by the smog-shrouded city of Coruscant. CLOSE on the window, behind which Anakin and Padme shout at each other.

PADME
And you said yes!?

ANAKIN
I said yes!

INT. CORUSCANT-PADME'S APARTMENT-LIVING ROOM-EARLY MORNING

Anakin and Padme are in a heated argument.

PADME
What about your plans for us? To go back to Naboo? To start a family?

ANAKIN
Plans change, Padme. You said it yourself! The Republic needs me.

PADME
Yes! The Republic! Not the Chancellor!

ANAKIN
I’m late. I need to go. I will see you tonight.

Anakin leaves the apartment

EXT. CORUSCANT-CITYSCAPE-CHANCELLOR'S TRANSPORT-DAY

The Chancellor's Transport races through the city and heads for the Senate Office Building landing platform. Waiting on the landing platform is a LONE FIGURE. The Transport lands, and Chancellor Palpatine emerges with FOUR ROYAL GUARDS and Mas Amedda. The four royal guards move off in another direction as Palpatine greets Anakin, who has been waiting for him.

PALPATINE
Good morning, Anakin!

ANAKIN
Good morning, your Highness.

PALPATINE
Are you ready to make a difference?

ANAKIN
I am here to serve the Republic.

PALPATINE
And your weapon?

Anakin reveals the lightsaber handle on his hip.

ANAKIN
I had to make a few modifications...

PALPATINE
(smiling)
You were always good at fixing things, even as a little boy.

Anakin smiles, and grows serious again.

PALPATINE
Good. Follow my every move. Watch. Listen. And learn.

ANAKIN
As you wish, your Highness.

They exit the landing platform.

INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-DAY

They enter the main hallway of the Senate Office Building. They pass several senators, including Representative Jar Jar Binks from Naboo.

JAR JAR
Hello Anakin. Good to see you...

The Gungan waves to Anakin.

ANAKIN
Hi, Jar Jar.

JAR JAR
You’re with the Chancellor? So sorry, your Highness, sir.

Anakin turns back to the Chancellor.

PALPATINE
Rumors abound in the Senate. Insurrection is about.

ANAKIN
Insurrection? Are more systems falling to the temptations of the Separatists?

PALPATINE
No. I’m afraid this is something else. A new movement. Determined to undo all that we have accomplished.

INT. CORUSCANT-PADME'S APARTMENT-DAY

Padme, Mon Mothma, and five other Senators (BANA BREEMU, Fang Zar. CHI EEKWAY, Giddean Danu, Bail Organa) sit in Padme's living room. C-3PO serves drinks to the guests.

PADME
This must not turn into another war.

BAIL ORGANA
Absolutely, that is the last thing we want.

MON MOTHMA
We are hoping to form an alliance in the Senate to stop the Chancellor from further subverting the Constitution, that's all.

PADME
I know someone I feel it would be wise to consult. Someone with access to the Chancellor. And the Jedi.

BANA BREEMU
That would be dangerous.

MON MOTHMA
We don't know where the Jedi stand in all this.

PADME
I only wish to discuss this with one... one I trust.

GIDDEAN DANU
Going against the Chancellor without the support of the Jedi is risky.

PADME
The Jedi aren't any happier with the situation than we are.

CHI EEKWAY
Patience, Senator.

FANG ZAR
We have so many Senators on our side, surely that will persuade the Chancellor.

BANA BREEMU
When you present the "Petition of the Two Thousand" to the Chancellor, things may change.

BAIL ORGANA
Let us see what we can accomplish in the Senate first.

Padme takes a deep breath.

EXT. UTAPAU-SPACE

Obi-Wan blasts out of the Blue Jedi Fighter's hyperspace ring and heads for the planet Utapau. The Blue Fighter skims over the planet's surface, flat except for a few giant sinkholes.

INT. UTAPAU-LANDING PLATFORM-DAY

Obi-Wan lands his ship on a platform projecting out of the side of a giant sinkhole. All is quiet. A local administrator, TION MEDON, comes out to greet the ship. Obi-Wan climbs out of his fighter as a SHORT GROUND CREW looks over his ship. On a ledge above the landing platform, Grievous's bodyguards watch as Obi-Wan talks to Tion Medon.

TlON MEDON
Greetings, Master Jedi. What brings you to our remote sanctuary?

OBI-WAN
Unfortunately, the war.

TlON MEDON
There is no war here unless you've brought it with you.

OBI-WAN
With your kind permission, I should like some fuel and to use your city as a base as I search nearby systems for General Grievous.

A ground crew rushes out and refuels Obi-Wan’s fighter. Tion Medon leans close to Obi-Wan and speaks quietly.

TlON MEDON
He is here! We are being held hostage. They are watching us.

OBI-WAN
I understand.

TlON MEDON
The tenth level... thousands of battle droids...

OBI-WAN
Tell your people to take shelter. If you have warriors, now is the time.

Obi-Wan starts back toward his starfighter as Tion Medon leaves the landing platform. Grievous's bodyguards retreat from the overhead platform. Obi-Wan climbs back into his Blue Jedi Fighter. His astro unit (R4-G9) turns to him.

OBI-WAN
(continuing)
Geenine, take the fighter back to the ship. I'm staying here. Tell Cody I've made contact.

The little astro droid BEEPS a reply.

EXT. UTAPAU-OBSERVATION DECK-DAY

On a high balcony, Tion Medon looks down on the landing platform. A few steps behind him stands one of General Grievous's bodyguards. They watch the canopy lower.

TlON MEDON
I told you, all he wanted was fuel.

BODYGUARD
What was his name?

TlON MEDON
He didn't say.

They watch as the Blue Jedi Fighter takes off.

INT. UTAPAU-LANDING PLATFORM-HALLWAY-DAY

Obi-Wan also watches his ship take off. He is hiding in the hallway. He quietly moves farther into the city.

EXT. UTAPAU STAIRWAY-SINKHOLE RIM-DAY

Obi-Wan quickly rushes up a stairway cut into the side of the sinkhole. It's hard to see him. In an alcove, he carefully surveys the city, then quickly moves on.

INT. UTAPAU-CITY-DRAGON CORRAL-DAY

Obi-Wan makes his way through the city, looking up at the tenth level with electro-binoculars from his utility belt. He tries to figure out how he is going to get up there. He hears strange BELLOWING CRIES and he investigates.

He comes across a corral filled with about half a dozen DRAGON-LIKE LIZARDS. SEVERAL WRANGLERS are standing around.

Obi-Wan walks up to the wranglers and uses the Force with his slight hand movements.

OBI-WAN
I need transportation.

WRANGLER
(subtitled, in native tongue)
You need transportation.

OBI-WAN
Get it for me.

WRANGLER
(subtitled, in native tongue)
I will get it for you.

One of the wranglers turns to the others and chatters away in his strange tongue. Obi-Wan walks along the line of dragon/lizards, checking out each one. He looks at their teeth, legs, etc. Finally he pats one on the neck.

OBI-WAN
This one.

The wrangler brings the chosen one over to him.

WRANGLER
Boga. She answers to Boga.

OBI-WAN
Good girl, Boga.

Obi-Wan swings onto the back of the LIZARD BOGA. The beast rears up and scurries outside to the edge of the sinkhole.

EXT. UTAPAU-SINKHOLE WALL-LIZARD-DAY

The lizard Boga rears up on her hind legs again, then climbs the wall of the sheer cliff and starts moving up toward the tenth level. The city appears to be deserted. Obi-Wan is alert to any movement.

INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY

General Grievous stands before the COUNCIL OF SEPARATISTS, including NUTE GUNRAY, RUNE HAAKO, POGGLE THE LESSER, SHU MAI, SAN HILL PO NUDO, WAT TAMBOR, and PASSEL ARGENTE. Obi-Wan hides above the assembly and watches intently.

GENERAL GRIEVOUS
It won't be long before the armies of the Republic track us here. I am sending you to the Mustafar system in the Outer Rim. It is a volcanic planet which generates a great deal of scanning interference. You will be safe there.

NUTE GUNRAY
Safe? Chancellor Palpatine managed to escape your grip, General, without Count Dooku. I have doubts about your ability to keep us safe.

GENERAL GRIEVOUS
Be thankful, Viceroy, you have not found yourself in my grip... Your ship is waiting.

Obi-Wan is deep in thought.

INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY

The Jedi removes his cloak and jumps down behind the General.

OBI-WAN
Hello, there!

GENERAL GRIEVOUS
General Kenobi, you are a bold one. I find your behavior bewildering...
(to droids)
Kill him!

About a hundred battle droids surround Obi-Wan, General Grievous, and his bodyguards. Obi-Wan looks around, then walks right up to General Grievous.

They stare at each other for a moment.

GENERAL GRIEVOUS
Enough of this.

The bodyguards raise their power staffs to knock Obi-Wan away, but Obi-Wan ducks as the deadly staffs whistle over his head. The Jedi's lightsaber ignites, and Obi-Wan deftly cuts one bodyguard in two. His staff flies into the air and is caught by General Grievous. The other three bodyguards attack Obi-Wan with an intense fury.

Obi-Wan uses the Force to release a piece of equipment from the ceiling. It drops on the bodyguards, smashing them. Obi-Wan walks toward Grievous, slashing the last bodyguard to pieces. Battle droids move toward Obi-Wan.

GENERAL GRIEVOUS
Back away. I will deal with this Jedi slime myself.

OBI-WAN
Your move.

GENERAL GRIEVOUS
You fool. I have been trained in your Jedi arts by Count Dooku himself.

His arms separate and grab all four lightsabers on his belt. His four arms create a flashing display of swordsmanship.

OBI-WAN
You forget I trained the Jedi that took Count Dooku’s head!

Obi-Wan is hard-pressed to defend himself against the deadly onslaught. They fight across the control room as the BATTLE DROID SHARPSHOOTERS try to pick off the Jedi. Obi-Wan mounts a ferocious counterattack and cuts off one of Grievous's hands.

A loud EXPLOSION is heard echoing throughout the sinkhole. General Grievous and Obi-Wan glance to the entrance of the control center and see CLONE TROOPS in the distance, attacking droids in the sinkhole. On the far wall of the sinkhole, clones can be seen rappelling onto balconies.

OBI-WAN
I may not defeat your droids, but my troops certainly will.

GENERAL GRIEVOUS
Army or not, you are doomed.

OBI-WAN
I don't think so.

Twenty clones suddenly rappel into the entrance of the control center, ray guns blazing. Chaos. Laser bolts fly everywhere as the droids return fire.

Obi-Wan attacks General Grievous, who defends himself rigorously with one of his bodyguard's electro-staffs. Obi-Wan uses the Force to hurl General Grievous backwards. He falls onto a lower platform and Obi-Wan jumps down after him.

INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY

More clones rappel into the control center and blast away at the remaining droids.

The Jedi cuts down several droids as he races to the entrance of the control center. Obi-Wan spots General Grievous racing toward one of the landing platforms in the midst of the battle. General Grievous jumps onto a WHEEL SCOOTER and takes off down the wall of the sinkhole. Obi-Wan WHISTLES for his lizard Boga, who runs to him. Obi-Wan jumps on.

EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY

The chase begins. Obi-Wan drops his lightsaber while riding Boga.

EXT. CORUSCANT-SENATE OFFICE BUILDING-SUNSET

The sun is setting as the lights come on in the massive Senate Office Building. The sky is red.

INT. CORUSCANT-CHANCELLOR'S OFFICE-SUNSET

Palpatine listens to a delegation from the Senate, which includes Padme and five other Senators: NEE ALAVAR, Fang Zar, MALEDEE, SWEITT CONCORKILL, and MON CALAMARI. Anakin stands to one side of Palpatine.

PALPATINE
I understand your reservations completely, Senator, and I assure you the appointment of Governors will in no way compete with the duties of the Senate.

PADME
May I take it then, that there will be no further amendments to the Constitution?

PALPATINE
I want this terrible conflict to end as much as you do, My Lady, and when it does I guarantee an immediate return to the way things were...

PADME
You are pursuing a diplomatic solution to the war, then.

PALPATINE
You must trust me to do the right things, Senator. That is why I am here.

FANGZAR
But surely...

The Chancellor turns on Fang Zar.

PALPATINE
I have said I will do what is right, that should be enough for your... committee.

PADME
On behalf of the "Delegation of the Two Thousand," I thank you, Chancellor.

PALPATINE
I thank you for bringing this to my attention, Senator.

Padme gives Anakin a frustrated look, then turns and exits with the other five senators. Palpatine turns to Anakin.

PALPATINE
(continuing)
Their sincerity is to be admired, although I sense there is more to their request than they are telling us.

ANAKIN
What do you mean?

PALPATINE
They are not to be trusted.

ANAKIN
Surely Senator Amidala can be trusted?

PALPATINE
These are unstable times for the Republic, Anakin. Some see instability as an opportunity. Senator Amidala is hiding something. I can see it in her eyes.

ANAKIN
I'm sure you're mistaken.

PALPATINE
I'm surprised your Jedi insights are not more sensitive to such things.

ANAKIN
I simply don't sense betrayal in Senator Amidala.

Palpatine studies Anakin carefully and gives him a skeptical look.

PALPATINE
Yes, you do. There is much conflict in you, Anakin.

INT. CORUSCANT-JEDI WAR ROOM-EARLY EVENING

Ki-Adi-Mundi, Yoda, Mace, Clone Commander Cody, and AAYLA SECURA talk via holograms.

CLONE COMMANDER CODY
Master Windu, may I interrupt? General Kenobi has made contact with General Grievous, and we have begun our attack.

MACE WlNDU
Thank you, Commander. I will deliver this report to the Chancellor myself. His reaction will give us a clue to his intentions.

Commander Cody’s hologram disappears.

AAYLA SECURA
What do you mean, Master Windu?

MACE WINDU
The Chancellor has brought into his fold a former Jedi. He is sending us a message. He is showing his hand. I sense a plot to destroy the Jedi. The dark side of the Force surrounds the Chancellor.

Kl-ADI-MUNDI
If he does not give up his emergency powers after the destruction of Grievous, then he should be removed from office.

MACE WINDU
That could be a dangerous move... the Jedi Council would have to take control of the Senate in order to secure a peaceful transition.
(beat)
And we will have to deal with Anakin.

YODA
To a dark place this line of thought will carry us. Hmmmmm.... great care we must take.

INT. CORUSCANT-CHANCELLOR'S OFFICE-EARLY EVENING

Mace Windu brings news to Palpatine, who sits at his desk. Anakin stands off to the side, in the shadows, watching.

MACE WINDU
Chancellor, we have just received a report from Master Kenobi. He has engaged General Grievous.

PALPATINE
We can only hope that Master Kenobi is up to the challenge.

ANAKIN
He will succeed. I can assure you.

Mace looks Anakin’s way. Their eyes meet. Mace nods. Anakin does not react.

PALPATINE
Good! Then the war is almost at an end. Once Grevious is dead, I feel the Republic will enjoy a period of peace and prosperity as never before.

MACE WINDU
Under your leadership?

PALPATINE
For a time, Master Windu. The Republic must be put on the right path to ensure the past does not repeat itself. I trust I have the full support of the Jedi?

MACE WINDU
Of course, your Highness.

PALPATINE
We have learned a valuable lesson during this Clone War, haven’t we? Consolidation of power in a time of war is a necessary evil. If left to the Senate, this bloody struggle would’ve dragged on for decades... maybe a century... We saved millions from certain death, Master Windu. We should be proud of our accomplishment.

MACE WINDU
Jedi know nothing of pride.

Anakin huffs.

PALPATINE
Of course. I did not mean to offend you and your sensibilities. Thank you for your report.

MACE WINDU
You will be the first to hear of Grevious’ death.

PALPATINE
Then I will see you again soon.

MACE WINDU
You will.

Mace bows and exits.

PALPATINE
I sensed fear in Master Windu? Did you as well, Anakin?

ANAKIN
That I did.

PALPATINE
I don’t understand. The war is at an end. What does he have to fear. Me?
(he turns to Anakin)
You?

ANAKIN
Perhaps.

PALPATINE
They don't trust you, Anakin. They never have. They see your future. They know your power was too strong for them to control. That is why they expelled you from the Jedi Order.

ANAKIN
They expelled me because I broke the Code. I compromised my loyalties. I could no longer function as a Jedi.

Palpatine stands.

PALPATINE
Anakin, you must break through the fog of lies the Jedi have created to confuse you. Let me help you to know the...

Palpatine motions with his hand and opens the door.

PALPATINE
(continuing)
...subtleties of the Force.

They walk into the hallway.

ANAKIN
How do you know the ways of the Force?

PALPATINE
My mentor taught me everything about the Force... even the nature of the dark side.

They stop.

ANAKIN
You know the dark side?!?

PALPATINE
Anakin, if one is to understand the great mystery, one must study all its aspects, not just the dogmatic, narrow view of the Jedi. If you wish to realize your full potential, you must embrace a larger view of the Force. Be careful of your feelings towards the Jedi, Anakin.
(beat)
You owe them no loyalty. Let me train you.

ANAKIN
I won't be a pawn in your political game. I am here to serve the Republic. Not the Jedi. Not you.

PALPATINE
Only through me can you achieve a power greater than any Jedi. Learn to know the dark side of the Force, Anakin...

ANAKIN
What did you say to me?

PALPATINE
To secure the peace, to prevent the needless suffering and death of the people of the Republic, the Dark Side is a necessary evil...

ANAKIN
You're a Sith Lord!

Anakin ignites his lightsaber.

PALPATINE
And that is the weapon of a Sith, and yet you wield it. Does that make you evil?

ANAKIN
Maybe it does...

Anakin raises his lightsaber to Palpatine’s throat.

PALPATINE
Listen to me, my son. Don't continue to be a pawn of the Jedi Council! They abandoned you! I did not! Ever since I've known you, you've been searching for a life greater than that of an ordinary Jedi... a life of significance, of conscience.

ANAKIN
I have one. Without you or the Jedi.

PALPATINE
And so you’re going to kill me?

ANAKIN
I should.

PALPATINE
Maybe you should. Do the Jedi a favor. Maybe you’d get a firm handshake for restoring the Republic to its former corrupt, greedy, indecisive glory...

Anakin presses the lightsaber closer. It HUMS next to Palpatine’s throat.

PALPATINE
I can feel your anger. It gives you focus, makes you stronger. But they won’t take you back, Anakin.

There is a tense moment. Anakin relaxes, and turns off his lightsaber.

ANAKIN
I should turn you over to the Jedi Council.

PALPATINE
And they still will not take you back.

Anakin’s head drops.

PALPATINE
The choice is yours, my son. Turn me in, and I promise you there will be more bloodshed. Remember, the enemies of the Republic are not confined to the Separatists. I sense insurrection within the Senate. Within the Jedi Order. They will undo all we have accomplished, for their own quest for power. The Dark Side tells me this...

Anakin looks up, listening and gritting his teeth.

PALPATINE
(continuing)
Or perhaps you'll reconsider and help me govern the galaxy for the good of all...

CLOSE ON Anakin, struggling to decide.

EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY

Obi-Wan gives the lizard a swift kick with the heel of his boot, and they take off down the vertical side of the sheer cliff. As General Grievous reaches the landing platform where his shuttle is waiting, Obi-Wan drops onto the top of the starship with his lizard. General Grievous spins his scooter around and takes off up the vertical cliff face with Obi-Wan and his lizard in hot pursuit. The sinkhole is engulfed in a great battle between clones and droids. The PEOPLE OF UTAPAU cower in whatever shelter they can find.

EXT. UTAPAU-MAIN CITY PLAZA-DAY

A LARGE GROUP OF UTAPAUAN TROOPS on lizards attack the droid army.

Obi-Wan and General Grievous race through the city at breakneck speed. Passing through battle zones, narrowly escaping EXPLOSIONS, laser bolts from both sides.

General Grievous lays the scooter down as he goes around sharp turns. Obi-Wan's lizard breathes hard as she tries to keep up. They destroy droids, equipment, and clone troops as the Jedi and the General cut a swath of destruction through the city.

EXT. UTAPAU-WINDMILLS-DAY

General Grievous works his way out onto the rim of the sinkhole, passing some wind blades. The Droid General releases the brakes on the lethal blades, and they begin to spin, cutting off Obi-Wan's access to the General. Obi-Wan's lizard pulls up short in front of the blades. General Grievous laughs and talks into a comlink.

GENERAL GRIEVOUS
Prepare to exit orbit. I will be up in a few moments.

Obi-Wan sizes up the situation, looking for a way to get to General Grievous.

The General accelerates off the edge, activating his claws, drops, and clings to another nearby grouping of windmills. Obi-Wan's lizard attempts to jump to follow and barely makes it, almost falling into the precipice below.

INT. UTAPAU-CITY TUNNEL SYSTEM-DAY

General Grievous roars through the stone block tunnel system, riding up on the curved walls as he goes around corners or passes oncoming traffic. Obi-Wan races after the droid, his lizard moving onto the ceiling as they pass traffic. Obi-Wan catches up with General Grievous, and they charge through the tunnel, side by side. Obi-Wan grabs the droid's electronic staff.

EXT. UTAPAU-SECRET LANDING PLATFORM-DAY

Extending from the wall of a small sinkhole is a secret landing platform with a small Federation Fighter sitting in the middle of it. Obi-Wan and General Grievous race out of the tunnel system and onto the landing platform.

Obi-Wan yanks on the staff, then jumps off his lizard onto the General's scooter. Both warriors are knocked to the ground. General Grievous pulls out a laser pistol and fires at Obi-Wan. The Jedi reaches out his hand, grabs the General's electro-staff and spins the staff, blocking the laser bolts.

Obi-Wan charges General Grievous, swinging the staff and hitting the droid in the stomach, knocking the gun away. General Grievous is hit by the staff, and the Force bends his forearm. He pulls Obi-Wan close to him, and they engage in a furious fight. The electro-staff is knocked away. The two engage in hand-to-hand combat. Obi-Wan struggles to avoid the deadly blows of the brutal, unstoppable droid.

General Grievous's stomach-plate is loose. Obi-Wan grabs it and rips it off, revealing the alien life form's guts encased in a bag in the droid's chest. General Grievous grabs Obi-Wan, hoists him over his head, and tosses him across the platform. Obi-Wan dangles off the edge of the platform. He clutches the rim, trying to hold on. The droid then grabs the staff and charges Obi-Wan. At the last second, Obi-Wan reaches out his hand and uses the Force to retrieve the droid's laser pistol.

The Jedi fires several blasts in the stomach area of the alien Droid, and he EXPLODES from the inside out. The smoldering droid falls to the ground. Obi-Wan has killed General Grievous. He pulls himself up onto the platform and walks by the destroyed carcass.

OBI-WAN
It is done...

Obi-Wan brushes himself off. He throws the pistol onto the platform, picks up the electro-staff, and jumps on Boga. The trusty beast rears up and takes off into the tunnel system.

INT. JEDI GUNSHIP-LANDING PLATFORM-EARLY EVENING

Mace and the Jedi (AGEN KOLAR, KIT FISTO, and SAESEE TIIN) are preparing to board a Jedi gunship to the Chancellor's office. Anakin enters the hangar.

ANAKIN
Master Windu, I must talk to you.

MACE WINDU
What is it, Skywalker? We are in a hurry. We have just received word that Obi-Wan has destroyed General Grievous. We are on our way to make sure the Chancellor returns emergency powers back to the Senate.

ANAKIN
He won't give up his power. I've just learned a terrible truth. Chancellor Palpatine is a Sith Lord.

MACE WINDU
A Sith Lord?

ANAKIN
Yes. The one we – you – have been looking for.

MACE WINDU
The Chancellor is this Darth Sidious that Count Dooku spoke of? How do you know this?

ANAKIN
He knows the ways of the Force. He has been trained to use the dark side.

MACE WINDU
Are you sure?

ANAKIN
Absolutely.

MACE WiNDU
Then our worst fears have been realized. The Separatists were right. We must move quickly if the Jedi Order is to survive.

ANAKIN
Master Windu, the Chancellor is very powerful. You will need my help if you are going to arrest him.

MACE WINDU
(considering)
Perhaps you are right. He trusts you. Your presence would put him at ease, and allow us to do what needs to be done.

Anakin looks at the three Jedi.

ANAKIN
You mean to kill him, don’t you?

MACE WINDU
Sith do not surrender.

Anakin nods.

The Jedi and Anakin leave in their ship.

EXT. CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-EARLY EVENING

The sky is still blue as a Jedi gunship lands on the Senate Office Building landing platform.

Four Jedi, followed by Anakin, exit the shuttle and enter the Senate Office Building. Mace Windu, Agen Kolar, Kit Fisto, and Saesee Tiin, like gunfighters out of the Old West, walk through the massive hallway, four across.

INT. CORUSCANT-LOBBY TO CHANCELLOR'S OFFICE-EARLY EVENING

The four Jedi enter the lobby, raising their arms, and send the Chancellor's aide, DAR WAC, flying against the wall, along with TWO REPUBLIC GUARDS. They storm into the Chancellor's office. Anakin follows.

INT. CORUSCANT-CHANCELLOR’S OFFICE-EARLY EVENING

Mace arrives with three Jedi to arrest Palpatine.

PALPATINE
Master Windu. I take it General Grievous has been destroyed. I must say, you're here sooner than I expected. We must celebrate!

MACE WINDU
In the name of the Galactic Senate of the Republic, you are under arrest, Chancellor.

Mace Windu and the other Jedi ignite their lightsabers.

PALPATINE
What is my crime, Master Jedi?

MACE
Treason. The Senate will decide your fate.

PALPATINE
(burst of anger)
I am the Senate!

MACE
It’s over, Darth Sidious.

Palpatine stands, a laser sword appears out of his cloak sleeve, and he spins toward the Jedi.

PALPATINE
So you know my true name? And I see you have met my new apprentice...

Suddenly, a red lightsaber thrusts through Agen Kolar’s chest. He falls to the floor, dead. Anakin stands with lightsaber in hand. Kit Fisto attacks and Anakin blocks the blow. He grins.

ANAKIN
I’m sorry, Master Windu, but to secure the peace requires... sacrifices.

MACE WINDU
No, Anakin!

PALPATINE
His name is Darth Vader.

A CLOSE SHOT of Palpatine as the fight begins. CLOSE SHOTS of Saesee Tiin getting cut down by Palpatine. Palpatine and Mace continue to fight, as well as Anakin and Kit Fisto. Mace uses the Force to retrieve Saesee Tiin’s lightsaber, using two to fight Palpatine.

Jedi Master Mace Windu and the Sith Lord fight their way down the hallway and into the main office area. Palpatine is able to use the Force to slam Mace against the wall, but he recovers before the Chancellor can cut him down.

Anakin kills Kit Fisto and runs down the hallway.

In the heat of battle, Mace cuts the window behind the Chancellor's desk, and it crashes away. Mace is forced out onto the ledge, which is twenty stories up. They fight over the precipice. Anakin arrives to see Palpatine and Mace fighting. Anakin rushes in, Mace fighting both Sith at the same time. Mace manages to hold them off, but he is quickly pushed to the edge of the precipice.

MACE WINDU
Anakin! Search your feelings! Don’t do this!

ANAKIN
You were the one who betrayed me!

MACE WINDU
Anakin, please!

ANAKIN
My name is not Anakin!

Anakin cuts off one of the Jedi's hands holding the lightsaber. As Mace stares at Anakin in shock, Palpatine springs to life. Palpatine drops his lightsaber and raises his hands, and lightning bolts shoot out.

ANAKIN
(continuing)
Not anymore!

The full force of Palpatine's powerful bolts blasts Mace. He attempts to deflect them with his one good hand, but the force is too great.

Palpatine’s face collapses with fury, the Dark Side of the Force bubbling beneath his skin. As blue rays engulf Mace’s body, he is flung out the window and falls twenty stories to his death. Palpatine lowers his arms.

EXT. KASHYYYK-MEETING HALL-DAY

Yoda winces, closes his eyes, and holds his head. He feels a disturbance in the Force.

INT. CORUSCANT-CHANCELLOR’S OFFICE-EVENING

Palpatine looks down to where Mace Windu fell.

PALPATINE
Is that the best the Jedi can do?

His face has changed, scarred in a few places with the Dark Side of the Force. Anakin retracts his lightsaber.

PALPATINE
Do you see why the Republic needs me? Needs us? Strength. Power. These things bring an end to war. Bring peace.
(he motions to the window)
Not his... righteousness.

ANAKIN
There will be more. The echoes of Windu’s death will be heard across the galaxy.

Anakin sits on a chair.

PALPATINE
Yes, the Jedi will come to finish what Master Windu started. Full of righteous anger.

Anakin walks to the window and looks out onto the city.

PALPATINE
(continuing)
Unless we strike first.

ANAKIN
How? There are but two of us, against thousands of Jedi... We are doomed.

PALPATINE
Have you learned nothing, my apprentice? The Dark Side of the Force is vast and powerful. Look above the tallest skyscrapers...

Anakin looks up.

PALPATINE
(continuing)
Beyond the night sky is the black of space. The Darkness is infinite, with but pinpoints of light between...

Realization, somehow, begins to dawn of Anakin’s face.

PALPATINE
The Jedi are divided. They are vulnerable. And the Darkness can reach them all...

ANAKIN
How?

PALPATINE
Through you, my son.

ANAKIN
I am just one man.

PALPATINE
Just a man? You are the embodiment of the supernatural, of the miraculous. You are the Chosen One.

ANAKIN
I’ve heard this all before. I don’t believe lies.

PALPATINE
You are the Chosen One, Anakin. You have already united Dark and Light. Now it is time for you to bring balance to the Force. There are thousands of Jedi. There are only two of us.

ANAKIN
You ask the impossible. I am not a miracle.

PALPATINE
Conceived by the midi-chlorians? This is not a miracle?

ANAKIN
Another lie. I have a father. Somewhere.

PALPATINE
You do. If anyone is your father...
(beat)
I am. In your heart you know it’s true. I created you, my son. The midi-chlorians bent to my will, and you were born.

ANAKIN
This is madness. I must get you out of here. It’s not safe.

PALPATINE
It is one of the gifts of the Dark Side, remember? To create life! And you have brothers, Anakin. Millions of brothers.

Anakin stops.

PALPATINE
(continuing)
You know it’s true. You’ve felt a kinship with them. When they die, it causes you pain, and you wish to help them, to save them, to fight side by side, but the Jedi feel nothing. To the Jedi, they are expendable...

ANAKIN
The Clones.

PALPATINE
Yes, Anakin. They share your blood. They share what is in your blood.

ANAKIN
The cloned midi-chlorians.

PALPATINE
Yes. Cloned from you. Injected into the clones to allow the Jedi to control them...

ANAKIN
I know what you ask.

PALPATINE
(finishing)
...or the Sith.

ANAKIN
I cannot do this!

PALPATINE
Yes you can, Anakin. And you will. Command the clones to destroy the Jedi. Snuff out their light with the darkness. Bring balance to the Force, and the galaxy will begin anew. New points of light will appear in the darkness. And they will shine bright under our rule.

Anakin is silent.

PALPATINE
(continuing)
You can feel them now, can’t you? All you must do, is become one with the darkness that separates you, and they will hear you. And obey.

ANAKIN
I feel them. Only...

PALPATINE
I must see to my duties as Chancellor. I will leave you to make your decision. I trust you to do the right thing, my apprentice. I trust you, Lord Vader...

Palpatine leaves the room. Anakin drops to his knees, looking out into the night.

EXT. UTAPAU-TENTH LEVEL-LANDIXG PLATFORM-DAY

The battle between the clones and the droids rages throughout the sinkhole. Obi-Wan rides up to Clone Commander Cody.

OBI-WAN
Commander, contact your troops. Tell them to move to the higher levels.

CLONE COMMANDER CODY
Very good, sir.

Clone Commander Cody starts to move away, then remembers something and returns to Obi-Wan.

CLONE COMMANDER CODY
(continuing)
Oh, by the way, I think you'll be needing this.

He hands Obi-Wan his lightsaber, and the lizard rears up.

OBI-WAN
Thank you, Cody,
(smiling)
Now let's get a move on. We've got a battle to win here.

CLONE COMMANDER CODY
Yes, sir!

Obi-Wan and the lizard ride off down the wall of the giant sinkhole.
The battle rages throughout the city. Clone Commander Cody pauses, as if listening to something.

All the clones surrounding him pause in their duties. Listening.

INT. CORUSCANT-CHANCELLOR’S OFFICE-EVENING

Anakin closes his eyes, kneeling in front of the broken window. The night breeze touches his hair and face. He breathes deep.

ANAKIN
I’m sorry, Master...

EXT. UTAPAU-TENTH LEVEL-LANDING PLATFORM-DAY

Clone Commander Cody gestures to a nearby clone trooper.

CLONE COMMANDER CODY
Blast him!

The battle rages all around Obi-Wan. Droids and clones are everywhere. Obi-Wan is riding on a lizard, cutting down droids as he races across the battlefield. Suddenly a volley of laser blasts from behind him knocks him and his lizard off the wall of the sinkhole. He looks around just in time to see his clone troops are firing on him.

Obi-Wan falls hundreds of feet to the bottom of the water-filled sinkhole.

INT. CORUSCANT-CHANCELLOR’S OFFICE-EVENING

Anakin continues to concentrate, whispering.

ANAKIN
I’m sorry... I’m sorry...

EXT. MYGEETO-DAWN

The sky slowly awakens on the crystal world of Mygeeto. A battle rages. Clone troops battle the droid armies across a long bridge. Ki-Adi-Mundi uses his lightsaber to deflect enemy fire. CLONE COMMANDER BACARA exits a Gunship near the entrance to the city. He rallies his troops to attack the city. He stops and looks to the main plaza of the city, where Ki-Adi-Mundi is leading the charge. The clones stop. Ki-Adi-Mundi turns around and is blasted by clone fire. He's killed before he can defend himself.

EXT. FELUCIA-FOREST-DAY

A column of CLONE WALKERS marches across the forest floor. The STRANGE CALLS of the alien forest creatures of Felucia suddenly stop. The Jedi Aayla Secura and her clone troops brace for an ambush.

AAYLA
Steady.... steady...

They all look around for signs of the enemy. CLONE COMMANDER BLY moves up behind the Jedi.

AAYLA
(continuing)
Bly, do you think they're droids?

BLY
No.

Bly blasts Aayla in the back. The other clones fire on her as she hits the ground.

Another Jedi, BARRISS OFFEE, is cutting down a patrol of droids when a CLONE WALKING TANK and seven clone troopers round a corner and blast the Jedi away.

EXT. KASHYYYK-MEETING HALL-DAY

Yoda drops his gimer stick, clutches his chest, and rests against a wall.

EXT. KASHYYYK-EDGE OF VILLAGE-DAY

The Jedi QUINLAN VOS is riding on top of a CLONE TURBO TANK. The main cannon of a second tank slowly swings to point right at him and a couple of clones.

The cannon fires, and Quinlan Vos and the clones disappear in a huge EXPLOSION.

INT. CORUSCANT-CHANCELLOR’S OFFICE-EVENING

ANAKIN
I’m sorry... so sorry...

INT. CATO NEIMOIDIA-JEDI STARFIGHTER-DAY

Plo Koon heads his ship toward a battle on a landing platform.

PLO KOON
There they are. Land on the nearest platform.

EXT. CATO XEIMOIDIA-JEDI STARFIGHTER-DAY

The four clone pilots with Plo Koon drop back and blast him out of the sky.

EXT. SALEUCAMI-FOREST

Three speeder bikes race through the forest. A Jedi, STASS ALLIE is in the lead. The two clones following her drop back and blast her, causing her to crash in a huge EXPLOSION.

INT. CORUSCANT-CHANCELLOR’S OFFICE-EVENING

Anakin opens his eyes, tears streaming down his cheeks. His eyes are yellow.

EXT. KASHYYYK-MEETING HALL BALCONY-DAY

Yoda watches from the balcony. The battle rages as clones and Wookiees attack droids coming across the water on CORPORATE ALLIANCE TANK DROIDS. CHEWBACCA and TARFFUL stand on either side of the Jedi Master as he watches the battle below. CLONE COMMANDER GREE and one officer walk onto the balcony toward Yoda. Yoda stands looking over the battlefield below. When they are close enough, the clones reveal their weapons.

But faster than the clones can fire their weapons, Yoda ignites his lightsaber, leaps in the air, and beheads both clones. Chewbacca and Tarfful fire their weapons as more clones enter the hall. The Wookiees call out to Yoda to follow them. Chewbacca picks Yoda up and carries him away.

INT. CORUSCANT-CHANCELLOR’S OFFICE-EVENING

Anakin walks into the Chancellor’s office. Palpatine sits behind his desk. He turns to face his new apprentice. Anakin does not attempt to hide the tears in his eyes – he looks directly at Palpatine – and Palpatine sees them.

ANAKIN
It is done.

PALPATINE
The Republic thanks you for your sacrifice, Lord Vader. But I must ask more of you.

Anakin at first crumbles, but quickly regains his composure. His face hardens.

PALPATINE
I want you to go to the Jedi Temple. We will catch them off balance. Do what must be done. Do not hesitate. Show no mercy. Make it quick. Spare them any needless pain.

ANAKIN
Yes, my Master.

PALPATINE
After it is done, go to the Mustafar system. I have intelligence that the remaining Separatist leaders are hiding there. Kill them all. That is the last I ask of you. The Sith will rule the galaxy once more, and we shall have peace.

INT. CORUSCANT-JEDI TEMPLE ENTRY-NIGHT

Anakin goes to the Jedi Temple with a battalion of clone troopers.

EXT. CORUSCANT-JEDI TEMPLE-NIGHT

A Jedi is surrounded and gunned down by clone troopers.

INT. CORUSCANT-JEDI TEMPLE-NIGHT

Anakin walks through the Jedi Temple, where he finds and kills SHAAK TI.
He exits Shaak Ti's room and enters a hallway, where the battle is taking place.

INT. CORUSCANT-JEDI TEMPLE-BATTLE-NIGHT

Anakin enters a room full of YOUNGLINGS huddled in a corner.

YOUNGLING
Master Skywalker, there are too many of them. What are we going to do?
(beat)
What’s wrong with your eyes?

Anakin looks back at them with a blank expression on his face.

ANAKIN
Don’t look at me...

He ignites his lightsaber.

INT. CORUSCANT-PADME'S APARTMENT-PRE-DAWN

C-3PO and Padme look out the apartment window.

PADME
What is happening, C-3PO?

C-3PO
Don't worry, My Lady. We will be all right.

PADME
No we won’t. The end... It’s beginning...

Padme bursts into tears.

EXT. CORUSCANT-CITYSCAPE-PRE-DAWN

The city planet is covered in a hazy glow. A column of black smoke can be seen rising in the distance. Bail Organa's speeder flies overhead, straight toward the smoke.

EXT. CORUSCANT-JEDI TEMPLE-LANDING PLATFORM-PRE-DAWN

The Jedi Temple is on fire. Large plumes of smoke billow toward the sky as Bail Organa lands his speeder on a Jedi Temple platform. Four clone troopers stand guard at the entrance to the Temple. They lower their guns as Bail gets out of his speeder and walks toward them.

BAIL ORGANA
What's going on here?!?

CLONE SERGEANT
Don't worry, sir, the situation is under control.

The clones bar the Senator from entering the Temple.

CLONE SERGEANT
(continuing)
I'm sorry, sir. No one is allowed entry.

The clones point their guns at Bail and cock them.

CLONE SERGEANT
(continuing)
It's time for you to leave, sir.

BAIL ORGANA
And so it is.

Bail reluctantly heads hack toward his speeder. Suddenly, several SHOTS RING OUT. Bail turns and sees a ten-year-old Jedi, ZETT JUKASSA, fighting the clones. Several more clones join in the fight, followed by CLONE COMMANDER APPO, who points at Bail.

CLONE COMMANDER APPO
Get him! Shoot him!

Several clones start firing at Bail. The Senator jumps for cover behind his speeder, starting the engines and pulling out his laser pistol.

The young Jedi cuts down several clones, including Appo, before he is overrun and shot.

The speeder takes off with Bail clinging to the side. The clones fire at it as it disappears into the cityscape.

EXT. CORUSCANT-CITYSCAPE-PRE-DAWN

Bail Organa struggles to pull himself into the speeder as it races along through the cityscape. Finally, he climbs in, just as the speeder is about to hit a building. Bail steers clear of the building and races away.

EXT. UTAPAU-UNDERWATER SINKHOLE-DAY

Obi-Wan dives below the surface amid a barrage of laser fire. He dives deeper under the water, fumbling in his utility belt for a breathing device. He finds it and puts it in his mouth. He swims underwater until the clone troops give up and stop firing.

EXT. UTAPAU-UNDERWATER CAVES-DAY

Obi-Wan removes the breathing apparatus after coming up from underwater. He starts to climb the rock wall.

Obi-Wan climbs the wall to the second cave just as TWO LITTLE SEEKER DRONES pop out of the water with their searchlights glowing. Obi-Wan presses himself against the wall of the smaller cave as the two seeker drones search the grotto. One of the seekers begins to enter the cave in which Obi-Wan is hiding. Obi-Wan presses further into the wall. The light shines on the opposite wall and moves to the back of the cave, illuminating a huge NOS MONSTER. Obi-Wan holds his breath. The seeker is confused for a moment, then the Nos Monster lunges at the small droid and consumes it in one bite.

The Nos Monster’s lunge takes him past Obi-Wan, out of the cave, and into the water.

The second seeker shines its light on the Nos Monster as the evil creature tries to grab the little drone. Obi-Wan slinks off toward the back of the cave. He comes upon a nest of BABY NOS MONSTERS. They SCREECH and make horrible sounds. Obi-Wan jumps over them and continues on his way through the tunnel system.

EXT. KASHYYYK-LAKE ON VILLAGE EDGE-DUSK

CLONES in modified one-man AT-ST's and Swamp Speeders flash their searchlights across the gloomy lake. The light of one of the AT-ST's spots something floating in the water. It is what's left of a Wookiee catamaran. The body of a dead Wookiee (Tarfful) is lying across the stern of the wreckage of the flying boat. There is some movement on the boat. The clone sergeant on the AT-ST fires a warning shot past the boat.

AT-ST CLONE SERGEANT
Everyone out of there!

A CRAZY LITTLE CREATURE about two feet high pops its head over the rail. The creature is covered with mud. His long hair is frizzed out in all directions.

CREATURE
Wookiee good... eat Wookiee.
(crazy little laugh)

CLONE SERGEANT
Did you find something?

CREATURE
(with a little move of his hand)
It's nothing, nothing.
(laughs)

CLONE SERGEANT
It's nothing, nothing. All these Wookiees are dead. Move to the east.

CLONE TROOPER
Yes, sir.

Suddenly, Chewbacca climbs up behind the AT-ST clone, dripping wet, breaks the clone sergeant’s back and throws him into the water. Chewie BARKS.

CREATURE
Right you are, Chewbacca. Faster that will be.

Tarfful jumps up in the boat, and the creature takes off his hair. It is Yoda.

Yoda, covered with mud, jumps into the water. Tarfful climbs onto the AT-ST with Chewbacca. Yoda is out of the water and putting his robes back on.

YODA
(continuing)
Not far, are we, from the emergency ship. Quickly...

Yoda and the Wookiees fly away on the AT-ST. The clones continue to search the swamp.

EXT. KASHYYYK-HILLS OVERLOOKING LAKE-DUSK

The AT-ST marches up the hill and stops. The Wookiees jump down. Chewbacca goes to a tree and pulls down one of its branches. The ground opens up, and a small WOOKIEE ESCAPE POD rises into the field. Yoda opens the door of the pod.

YODA
Good-bye. Chewbacca and Tarfful, miss you I will. Good friends you are. For your help, much gratitude and respect, I have.

The Wookiees BARK as the Jedi climbs into the wookiee pod and takes off into the dusk sky.

EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND STARSHIP LANDING PLATFORM-DAY

Bail Organa walks out of a tunnel onto a huge underground platform with two of his AIDES. He is stopped by TWO ROYAL GUARDS.

ROYAL GUARD
Identification...

BAIL ORGANA
Senator Bail Organa of Alderaan.

Bail and his aides hand them their ID cards. The royal guards check them over and give them back. Bail and his crew walk on board his starship.

EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND LANDING PLATFORM-DAY

The platform rises to the surface of the Office Building. The ALDERAAN STARCRUISER takes off and disappears into the crisp morning sky.

INT ALDERAAN-STARCRUISER-HALLWAY-DAY

Bail Organa is greeted by CAPTAIN ANTILLES and TWO ALDERAAN TROOPERS.


CAPTAIN ANTILLES
What is happening, sir? The city has gone mad. The clones are killing their Jedi Masters. It appears no one is in command.

BAIL ORGANA
That will change soon. Hopefully we will be able to intercept a few Jedi before they walk into this catastrophe. Activate an emergency homing beacon immediately.

EXT. UTAPAU-SINKHOLE WALL-LATE DAY

Obi-Wan hides from a group of clone troopers.

CLONE CAPTAIN
Did you find Kenobi?

CLONE TROOPER
No one could have survived that fall.

He watches them pass.

CLONE CAPTAIN
Start loading your men on the ship.

CLONE TROOPER
Yes, sir.

Obi-Wan tries to sneak back to the secret platform, down a flight of stairs.

EXT. UTAPAU-SECRET LANDING PLATFORM-LATE DAY

Obi-Wan makes his way out of the cave and onto General Grievous's secret landing platform. He runs to the starfighter and climbs into the one-man ship. The starfighter takes off and disappears into the sky.

EXT. UTAPAU-SPACE

Obi-Wan flies away from the planet Utapau in General Grievous's tiny starfighter.

INT. GENERAL GRIEVOUS'S STARFIGHTER-SPACE

Obi-Wan activates the controls on the starfighter. He punches in several coordinates and codes. A BEEPING SOUND is heard. It quickly speeds up until it is a steady tone. Obi-Wan speaks into his comlink.

OBI-WAN
Emergency Code Nine Thirteen... I have no contact on any frequency. Are there any Jedi out there? Anywhere...

A BURST OF STATIC is heard- and a FUZZY HOLOGRAM image appears.

BAIL ORGANA
(hologram)
... Kenobi...

OBI-WAN
I've locked on. Repeat.

The fuzzy hologram image comes into focus, and it is Bail Organa.

BAIL ORGANA
Master Kenobi?

OBI-WAN
Senator Organa! My Clone Troops turned on me... I need help.

BAIL ORGANA
We have just rescued Master Yoda. It appears this ambush has happened everywhere. We're sending you our coordinates.

INT. CORUSCANT-PADME’SAPARTMENT-PRE-DAWN

Padme stands before the window of her living room, watching the plume of smoke from the Jedi Temple. C-3PO enters from the bedroom.

C-3PO
My Lady, there's a Jedi fighter docking on the veranda.

Padme turns and rushes to the bedroom.

EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-PRE-DAWN

Padme rushes onto the veranda as Anakin exits his Green Jedi Fighter. They embrace.

PADME
Are you all right? I heard there was an attack on the Jedi Temple... you can see the smoke from here.

ANAKIN
I'm fine. I'm fine. I came to see if you and the baby are safe.

PADME
Captain Typho's here, we're safe. What's happening?

ANAKIN
The war is ending, and we are taking steps to see to it that it never happens again...

PADME
We? Who’s we?

ANAKIN
That doesn’t matter. What matters is that it must be done. You need to distance yourself from your friends in the Senate. They will be dealt with when this conflict is over.

PADME
(defensive)
What are you talking about? I have no...

ANAKIN
Don’t deny it, Padme. You know of what I speak.

Padme looks him in the eyes, seeing what lurks behind them. She looks down, fearful.

ANAKIN
(continuiung)
Have faith, my love. Everything will soon be set right. The last of the Separatists have gathered in the Mustafar system. I'm going there to end this war. Wait for me on Naboo... things will be different, I promise.

He kisses her. She almost shrinks away.

ANAKIN
(continuing)
Please, go to Naboo. You will be safer there.

PADME
I will.

Anakin gets into his fighter as Threepio backs away.

C-3PO
Take care, my little friend.

Artoo BEEPS a good-bye, and the fighter takes off. Padme is left alone on the veranda. She starts to cry. Threepio comes up to her.

PADME
Goodbye, Anakin.

C-3PO
My Lady, is there anything I might do?

PADME
There is nothing any of us can do, Threepio.

EXT. ALDERAAN-STARCRUISER-SPACE

Obi-Wan's ship docks with Bail Organa's starcruiser.

INT. ALDERAAN-STARCRUISER-HALLWAY-DAY

The door to the main hallway slides open. Obi-Wan enters and is greeted by Yoda and Bail Organa. The three walk down the hallway.

BAIL ORGANA
You made it.

YODA
Master Kenobi, dark times are these. Good to see you. it is.

OBI-WAN
You were attacked by your Clones, also?

YODA
With the help of the Wookiees, barely escape, I did.

OBI-WAN
How many other Jedi managed to survive?

YODA
Heard from no one, have we.

BAIL ORGANA
I saw thousands of troops attack the Jedi Temple. That's why I went looking for Yoda.

OBI-WAN
Have we had any contact from the Temple?

YODA
Received a coded retreat message, we have.

BAIL ORGANA
It requests all Jedi to return to the Temple. It says that the war is over...

OBI-WAN
Well, then we must go back! Any Jedi left will fall into the trap and be killed.

BAIL ORGANA
It's too dangerous to return.

YODA
Suggest dismantling the coded signal, do you?

BAIL ORGANA
It is possible.

OBI-WAN
We need a clearer picture of what has happened.

YODA
I agree. In a dark place we find ourselves... a little more knowledge might light our way.

EXT. MUSTAFAR-LAVA FIELDS-DAY

Workers move across the lava beds, gathering the magma. A column of aliens riding giant MUSTAFAR FLEAS marches forward.

INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

A hologram of Darth Sidious is in the center of the room. Nute Gunray and the rest of the Separatist Coalition watch Sidious.

NUTE GUNRAY
The plan has gone as you promised, My Lord. The Clones have turned against the Jedi.

DARTH SIDIOUS
Your patience has been admirable, Viceroy, these many years. When my new apprentice, Darth Vader, arrives, he will see to you.

The hologram disappears.

INT. CRUISER-COCKPIT

The Republic Cruiser heads toward Coruscant. Obi-Wan, Bail, Yoda, and TWO PILOTS sit in the cockpit.

PILOT
We are receiving a message from the Chancellor's office, sir.

BAIL ORGANA
Send it through.

PILOT
Yes, sir.

The pilot pushes some buttons. Mas Amedda appears on screen.

MAS AMEDDA
Senator Organa... the Supreme Chancellor of the Republic requests your presence at a special session of Congress.

BAIL ORGANA
Tell the Chancellor I will be there.

MAS AMEDDA
Very well. He will be expecting you.

Mas Amedda's image disappears from the screen.

BAIL ORGANA
It could be a trap.

OBI-WAN
No, I don't think so. The Chancellor needs the Senate intact, even if just an illusion.

YODA
If a special session of Congress there is, easier for us to enter the Jedi Temple it will be.

EXT. CORUSCANT-SENATE LANDING PLATFORM-LATE DAY

Obi-Wan, Bail, and Yoda land on Coruscant. The elevator door opens, and they step out.

GUARD
Welcome back, Senator. May I see your clearance?

BAIL ORGANA
Certainly.

GUARD
Thank you, you may proceed. We will take custody of the Jedi.

OBI-WAN
(using the Force)
It would be better if we stayed with the Senator.

GUARD
It would be better if they stayed with you.

Bail and his aides go into the Senate. Yoda and Obi-Wan head for the Jedi Temple.

EXT. MUSTAFAR-JEDI STARFIGHTER-SPACE

Anakin's Jedi starfighter heads for the hazy blood-red planet of Mustafar.

EXT. MUSTAFAR-LANDING PLATFORM-DAY

Anakin flies over the volcanoes of Mustafar and lands his Jedi starfighter on a complex of landing platforms. His cockpit opens as R2-D2 pops from the ship with a scared BEEP.

ANAKIN
Artoo... stay with the ship.

Artoo lets out a sad little BEEP and moves back toward the ship.

EXT. MUSTAFAR-LANDING PLATFORM-DAY

Anakin, putting on his hood, walks across a walkway upon arriving on Mustafar.

INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

Anakin appears in the doorway of the control center.

NUTE GUNRAY
Welcome, Lord Vader. We've been expecting you.

ANAKIN
I don’t know how you know of me, but you will wish you hadn’t...

Everyone in the room looks to him as he raises his hand toward a control panel. All the exits close. The confused Separatists look around in bewilderment.

EXT. CORUSCANT-JEDI TEMPLE-LATE DAY

Smoke from the smoldering shell of the Jedi Temple fills the air with a brown haze.

INT. CORUSCANT-JEDI TEMPLE-MAIN ENTRANCE-LATE DAY

A dozen clone troopers stand guard at the entrance of the Jedi Temple. Suddenly there is a flash of a lightsaber, a flurry of confusion, and all of the clone troopers are dead on the floor. Yoda and Obi-Wan stand in the middle of the carnage.

OBI-WAN
There are several battalions of Clone Troopers on every level.

YODA
Dismantle the coded signal quickly.

EXT. CORUSCANT-SENATE BUILDING-SUNSET

The awesome Senate Building looms over the city. The endless traffic continues to clutter the skyline.

INT. CORUSCANT-SENATE CHAMBER-SUNSET

The Chancellor is in the podium in the center of the vast arena giving a speech. Mas Amedda stands to the right of Palpatine. Bail Organa walks through the hallway of the Main Senate Chamber. He enters the Senate Pod of Naboo and sits next to Padme. Jar Jar, Captain Typho and two handmaidens are in the pod also.

PALPATINE
(in mid-speech)
... and the Jedi Rebellion has been foiled.

BAIL ORGANA
I was held up. What's happening?

PADME
The Chancellor has been elaborating on a plot by the Jedi to overthrow the Republic.

BAIL ORGANA
Lies!

PADME
He's been presenting evidence all afternoon.

BAIL ORGANA
And the Senate will go along with it, just like they always do.

PALPATINE
The remaining Jedi will be hunted down and defeated.
(applause)
Any collaborators will suffer the same fate.
(applause)
These have been trying times, but we have passed the test.

INT. CORUSCANT-JEDI TEMPLE-HALLWAY-SUNSET

Yoda and Obi-Wan make their way through the Temple, avoiding the hundreds of clone troopers. They use the Force to distract the clones when they can.
Yoda and Obi-Wan walk through the ruins of the Temple until they come across the bodies of some students.

OBI-WAN
Not even the younglings survived.

YODA
Killed not by clones, this Padawan. By a lightsaber, he was.

OBI-WAN
Who? Who could have done this?

INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

Anakin ignites his lightsaber. Nute and the others panic. The droids at the controls and the guards grab their weapons, but it is too late. They are cut down in a flash. The Separatists bang on the doors, and Nute and Rune Haako flee under a table.

Anakin, stone-faced, moves through the room like the grim reaper. Bodies drop everywhere. SCREAMS are cut short as the head of the Banking Clan dies.

Poggle the Lesser loses his head; Wat Tambor, Shu Mai, and the rest of the Separatists run into the conference room.

INT. CORUSCANT-SENATE CHAMBER-SUNSET

PALPATINE
The attempt on my life has left me scarred and deformed, but I assure you my resolve has never been stronger.

Applause.

INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

In the hallway, Anakin cuts down droids and Separatists alike. He is unstoppable. Anakin turns his head. His eyes are yellow.

INT. CORUSCANT-SENATE CHAMBER-SUNSET

Palpatine continues his speech at the podium.

PALPATINE
The war is over.
(applause)
The Separatists have been defeated,
(applause)
and the Jedi rebellion has been foiled. We stand on the threshold of a new era.

There is a long period of APPLAUSE.

PADME
And now comes the moment of truth.

PALPATINE
In order to ensure our security and continuing stability, the Republic will be reorganized into the first Galactic Empire, for a safe and secure society.

There is a loud, sustained CHEER from the Senate. Bail Organa and Padme sit, dumbfounded.

PALPATINE
(continuing)
An empire that will continue to be ruled by this august body, and a sovereign ruler chosen for life...

The Senate CHEERS again. Bail and Padme are devastated. Padme begins to cry.

PALPATINE
(continuing)
An empire ruled by the majority... Ruled by a new constitution...

The Senate APPLAUDS.

PADME
So this is how liberty dies, with thunderous applause.

BAIL ORGANA
We cannot let this happen.

He starts to stand up. Padme stops him.

PADME
Not now! A time will come.

Their eyes lock. It is an intimate gaze; two people loyal to each other and a cause greater than themselves.

INT. MUSTAFAR-MAIN CONTROL CENTER-CONFERENCE ROOM-DAY

After everyone in the Main Control Room is dead, Anakin moves to the small conference room where Wat Tambor, Shu Mai, and some other Separatists are hiding. Rune Haako tries to run but is trapped by a dead-end as Anakin advances.

RUNE HAAKO
Stop! Enough, this is not right!

Rune is cut down. Nute Gunray crawls out from under the table and opens the Main Door, allowing destroyer droids to enter. Wat Tambor is cut down, along with Shu Mai. Destroyer droids appear in the doorway and blast away, causing total destruction. When the firing is over, Anakin is gone. Blown away? No. Anakin drops from the ceiling behind the two droids and cuts them to pieces before they know what hit them.

INT. MUSTAFAR-MAIN CONTROL CENTER-HALLWAY-DAY

Nute Gunray is the last Separatist leader alive. Anakin moves on to find Nute Gunray hiding in an alcove.

ANAKIN
The war began with you. It ends with you...

NUTE GUNRAY
The war is over. Lord Sidious promised us peace... we only want...

Nute Gunray is cut down in mid-sentence.

INT. CORUSCANT-JEDI TEMPLE-COMPUTER ROOM-NIGHT

Obi-Wan stands in a large computer area as Yoda looks on.

OBI-WAN
I've recalibrated the code warning all surviving Jedi to stay away.

YODA
Good... For the Clones to discover the recalibration, a long time it will take Hurry.

INT. CORUSCANT-JEDI TEMPLE-CONTROL CENTER-NIGHT

Obi-Wan enters the Main Control Center with Yoda and heads for the hologram area.

OBI-WAN
Wait, Master. There is something I must know.

YODA
If into the security recordings you go, only pain will you find.

OBI-WAN
I must know the truth, Master.

Obi-Wan moves to a panel and flips some switches. He sees a HOLOGRAM of Anakin slaughtering Jedi, including the younglings. Obi-Wan and Yoda react.

OBI-WAN
(continuing)
It can't be... It can't be...

As Anakin surveys the carnage, he retrieves a holographic transmitter from his robe. A hologram of Darth Sidious appears.

ANAKIN
It is finished, my Master.

DARTH SlDIOUS
I know it has been difficult for you, but you have done what is right, my new apprentice. The Republic asks but one more thing of you.

ANAKIN
I know, my Master. The Separatist leaders...

DARTH SlDIOUS
Go and bring peace to the Republic, Lord Vader.

Obi-Wan watches in horror. Tears well up in his eyes. Anakin walks away, leaving the carnage behind.

OBI-WAN
Turn it off...

Yoda switches off the hologram. The two Jedi stand in silence for a few moments.

YODA
Destroy the Sith, we must.

OBI-WAN
Send me to kill the Chancellor. I can’t kill Anakin.

YODA
To fight this Lord Sidious, strong enough, you are not.

OBI-WAN
Anakin is like my brother... I cannot do it.

YODA
Twisted by the Dark Side, young Skywalker has become. The boy you trained, gone he is... Consumed by this Darth Vader.

OBI-WAN
How could it have come to this?

YODA
Use your feelings, Obi-Wan, and find him, you will. Visit the Chancellor, my task is. May the Force be with you.

OBI-WAN
May the Force be with you, Master Yoda.

INT. CORUSCANT-PADME'S APARTMENT-AFTERNOON

A DC0052 Intergalactic Speeder pulls up to the veranda landing of Padme's apartment.

EXT. CORUSCANT -PADME'S APARTMENT-VERANDA-AFTERNOON

The cockpit of the sleek yellow Galactic speeder opens, and a HOODED FIGURE emerges and walks onto the veranda. An ALARM GOES OFF deep in the apartment. The figure stops before a security curtain that protects the veranda. C-3PO enters the veranda and approaches the figure.

C-3PO
Hello, might I help you... Oh, it's you, Master Kenobi. Come in, quickly.

The security curtain disappears, and the figure lifts his hood. It is Obi-Wan. The alarm stops sounding.

OBI-WAN
Has Anakin been here?

C-3PO
Yes. Right after the attack on the Jedi Temple.

Padme comes down the stairs in a robe. Threepio leaves.

PADME
Master Kenobi...

She embraces Obi-Wan.

PADME
(continuing)
Oh, Obi-Wan, thank goodness... you're alive.

OBI-WAN
The Republic has fallen. Padme. The Jedi Order is no more.

PADME
I know. The Senate have yet to vote, but they will support the establishment of an Empire. And an Emperor...

OBI-WAN
The Sith now rule the galaxy as they did before the Republic.

PADME
The Sith!?!

OBI-WAN
(ignoring her)
I'm here looking for Anakin. When was the last time you saw him?

PADME
Yesterday.

OBI-WAN
And do you know where he is now?

PADME
(looks down)
No.

OBI-WAN
Padme, Anakin has turned to the dark side.

PADME
I know. I don’t know how, but I know...

OBI-WAN
He was deceived by a lie. We all were. Palpatine is the Sith Lord we've been looking for. Anakin has become his new apprentice.

PADME
He has.

OBI-WAN
Padme, I must find him.

PADME
You're going to kill him, aren't you?

OBI-WAN
Yes.

As Padme moves to sit down, she reveals her pregnancy.

PADME
I can't...

OBI-WAN
Don’t do it for me. Do it for your baby...

Padme looks away.

PADME
Mustafar. He’s on Mustafar. Use my ship. He won’t expect you.

OBI-WAN
I'm so sorry, Padme.

Obi-Wan turns and leaves as Padme stares transfixed. She studies the japor snippet that is hanging around her neck.

PADME
No. I’m sorry.

INT. MUSTAFAR-LANDING PLATFORM-DAY

R2-D2 waits forlornly for his Master in front of the Jedi starfighter.

INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

Anakin surveys the slaughter with a crazed look in his eyes. He looks down at the corpse of Nute Gunray.

ANAKIN
How did he know?

INT. MUSTAFAR-CONTROL CENTER-BALCONY-DAY

Anakin stares out at Mustafar, standing on the control room balcony.

ANAKIN
How did he know I was coming? How did he know of Lord Sidious?

INT. CORUSCANT-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-SUNSET

A hologram OF Anakin appears before Palpatine in his office at the bottom of the Senate Arena.

DARTH VADER
The Separatist movement is at an end, my Master.

DARTH SlDIOUS
It is finished, then. You have restored peace and justice to the galaxy. You have done well, Lord Vader.

DARTH VADER
Thank you, my Master. But...

INT. MUSTAFAR-COXFERENCE ROOM-DAY

A Hologram of Sidious speaks with Anakin in the Mustafar control room.

DARTH SIDIOUS
What is it, my son?

DARTH VADER
They knew I was coming. They knew your name.

DARTH SIDIOUS
Do you trust me, Anakin?

DARTH VADER
I do, my Master. But killing them... it did not feel right.

DARTH SIDIOUS
Believe me, Anakin. You and I... the things we have done... terrible things... they needed to be done. They were acts of sacrifice. Generations will remember the name of Lord Vader. The Heroes of History are never as righteous as the archives tell us. Heroes are neither Light nor Dark, but shades of gray. We are no different.

DARTH VADER
You were behind it all, weren’t you?

DARTH SIDIOUS
Yes.

DARTH VADER
The war. Everything. You used me.

DARTH SIDIOUS
No. You are my apprentice. My... son. I could not have done this without you. And I have never deceived you. Think now. I have never lied to you. And I never will.

Anakin is silent.

DARTH SIDIOUS
Come home when you’re ready, my son. And you and I will begin to set things right.

DARTH VADER
Yes, my Master.

Anakin shuts off the hologram. He is still deep in thought. He snaps out of it when he sees Padme's ship arriving on the screen.

ANAKIN
Padme?

He runs out of the control room.

EXT. MUSTAFAR-LANDING PLATFORM-DAY

The sleek NABOO SKIFF lands on the Mustafar landing platform near Anakin's Green Starfighter. Anakin runs up to the skiff as the ramp lowers.

ANAKIN
Padme! Padme, I feel I’ve made a terrible...

Obi-Wan walks out of the ship. His face is stern. Sad.

ANAKIN
(finishing, a whisper)
...mistake.

Obi-Wan is still in shock. He shakes his head, circling Anakin.

ANAKIN
So first the Jedi betray me... now my own wife? My Padme?!

OBI-WAN
(ignoring his question)
How could you do it, Anakin? Younglings?!

ANAKIN
She sent you here, didn’t she? To kill me?

OBI-WAN
You killed them all?!

ANAKIN
She and her little band of insurrectionists! The Chancellor is right...

OBI-WAN
YOUNGLINGS!!!

ANAKIN
I had to see it through. For the good of all...

OBI-WAN
See what through? Your new Master’s quest for power?

ANAKIN
We are setting things right. He trusts me...

OBI-WAN
(shouting over Anakin)
Right?! How could you do it?!

ANAKIN
...and now I trust him!

OBI-WAN
Sidious has deceived you!

ANAKIN
No, Obi-Wan. He has shown me the truth. My true destiny.

OBI-WAN
Anakin...

ANAKIN
I brought balance to the Force, Obi-Wan.

Obi-Wan’s eyes widen. He sees that Anakin believes this fully.

ANAKIN
(continuing)
Qui-Gon was right about me.

Anakin throws off his cloak and ignites his lightsaber.

ANAKIN
(continuing)
I am the Chosen One.

Obi-Wan ignites his lightsaber.

OBI-WAN
And I am here to kill you, Darth Vader.

Anakin lashes out at Obi-Wan, and they begin a ferocious sword fight. Anakin throws CONTAINERS at Obi-Wan using the Force.

They work their way off the landing platform and into the main entry hallway. Anakin kicks Obi-Wan, and Obi-Wan drops to a lower level.

INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT

Yoda enters, using the Force to throw two RED GUARDS against the wall, knocking them unconscious. Darth Sidious turns his chair toward Yoda. Mas Amedda stands behind Sidious' desk.

YODA
I hear a new apprentice, you have, Darth Sidious.

DARTH SlDIOUS
Master Yoda, you survived.

YODA
Surprised, are you?

DARTH SlDIOUS
Your arrogance blinds you, Master Yoda. Now you will experience the full power of the dark side.

The Dark Lord raises his arms, and LIGHTNING BOLTS shoot out, surrounding Yoda.

Yoda is picked up and thrown across the room, hitting the wall and sliding down in a crumpled heap. Darth Sidious chuckles.

INT. MUSTAFAR-PASSAGES TO MAIN CONTROL CENTER-DAY

Anakin and Obi-Wan move their fight toward the main control center. As the laser swords fly, bits of the hallway are cut up. Obi-Wan and Anakin jump and use every trick in the Jedi book.

INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT

Mas Amedda leaves the room. Palpatine approaches a stunned Yoda.

DARTH SlDIOUS
I have waited a long time for this moment, my little green friend. At last, the Jedi are no more.

YODA
Not if anything about it I have to say.

Yoda uses the Force to throw Darth Sidious back, knocking him clear over his desk and onto the floor in a heap.

YODA
(continuing)
At an end your rule is.

Darth Sidious leaps through the air, cape flapping, heading toward the exit. At the last second, Yoda darts into the exit and stops the Dark Lord.

YODA
(continuing)
If so powerful you are, why leave?

Yoda ignites his lightsaber.

DARTH SlDIOUS
You will not stop the Sith. Darth Vader will become more powerful than either of us.

Darth Sidious ignites his lightsaber.

YODA
Faith in your new apprentice, misplaced may be, as is your faith in the dark side of the Force.

Their swords CLASH. The battle is extremely fast and furious.

INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

View screens EXPLODE around Anakin and Obi-Wan as they work their way into the Control Room. The fighting is intense. Obi-Wan is on the defensive as he jumps up on the table view screen in the center of the room.

ANAKIN
Don't make me destroy you, Obi-Wan. You're no match for the dark side.

OBI-WAN
Do I hear concern? Remorse? You do not sound like a Sith Lord.

Anakin’s face collapses with rage.

Anakin forces Obi-Wan back into the Conference Room where the quarters are much closer. Sparks fly everywhere. Anakin jumps onto the conference table. Obi-Wan slides across the table, knocking Anakin over. Obi-Wan grabs Anakin’s lightsaber as he falls. Obi-Wan uses the Force to summon his dropped lightsaber. Anakin does the same.

INT. CORUSCANT-SENATE CHAMBER-MAIN ARENA-NIGHT

Palpatine seeks refuge in the vast Senate Chamber. He gets into the Chancellor's Podium and it starts to rise up into the Arena. Yoda makes a giant leap into the control pod. The sword fighting is intense in the confined space.

INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

The battle intensifies.

OBI-WAN
It is not too late, Anakin.

Obi-Wan stands looking at his former apprentice for a moment.

ANAKIN
Do not cling to hope, Obi-Wan.

Anakin swings his sword. Obi-Wan leaps above the arc.

ANAKIN
Anakin is dead. And you killed him.

Obi-Wan and Anakin lock lightsabers. Obi-Wan puts out his hand to use the Force to push Anakin away. Anakin puts out his hand to block Obi-Wan.

Both combatants are blasted backwards onto the control panels.

They regain their footing and the battle continues. Anakin kicks Obi-Wan away.

They battle around the room, and eventually the door to the exterior is knocked open. They continue battling out onto the balcony.

INT. CORUSCANT-SENATE CHAMRER-MAIN ARENA-NIGHT

Yoda unleashes a ferocious assault on Darth Sidious, causing him to almost go over the edge. The Dark Lord drops his lightsaber but recovers with a BLAST OF ENERGY from his hands that surrounds Yoda. Yoda is deflecting the Sith Lord's lightning bolts.

The energy bolts begin to arc back on the Emperor. His facial features sizzle again with the Dark Side of the Force, scarring him in new places. It looks as if the Dark Lord is doomed.

YODA
Destroy you I will, just as Master Kenobi, your apprentice will destroy.

Yoda jumps to a lower Senate Pod. Darth Sidious reaches out with one hand, and a Senate pod is released from its mooring and heads toward the Podium. Sidious uses the Force to hurl pod after pod at Yoda, who ducks and jumps from one flying pod to another.

Yoda leaps away from the pods. He uses the Force to hold one pod suspended in the air. The pod spins and Yoda throws it back at Sidious, who leaps away at the last moment.

Yoda leaps after him, but Sidious quickly turns and aims the full force of his energy bolts at the tiny green Jedi, catching him in mid-air and throwing him back hard against the Podium. The force causes Yoda to drop his lightsaber. Yoda blocks the lightning and throws Sidious backwards off the podium. Yoda is knocked off the Podium and falls several hundred feet to the base of the Podium. Sidious follows in his pod, searching for Yoda.

EXT. MUSTAFAR-MAIN CONTROL CENTER BALCONY-DAY

Anakin forces Obi-Wan down a narrow balcony outside the Control Room. He rips objects off the wall and throws them at Obi-Wan as he pushes him further and further along the walkway.

The balcony ends, and Obi-Wan is trapped. He looks over the balcony and into a river of lava.

Anakin cuts a piece of the balcony railing off, along with a control panel.

ALARMS SOUND, and a protective ray shield around the superstructure disappears. It tumbles into the molten abyss, disappearing in a puff of smoke. A small pipe connects the Control Center to the Main Collection Plant. Obi-Wan has no choice but to tightrope-walk out across the lava river while fighting Anakin.

EXT. MUSTAFAR-MAIN CONTROL CENTER BALCONY, PIPE ACROSS LAVA RIVER, MAIN COLLECTION PLANT-DAY

Anakin, following Obi-Wan, jumps down onto the flexing pipe, lands, and resumes fighting.

INT. MUSTAFAR-PIPE ACROSS LAVA RIVER-DAY

Obi-Wan and Anakin work their way across the small pipe, fighting ferociously as they go. Obi-Wan slips, throws his lightsaber up in the air, grabs on to the pipe, swings around, grabs on to an upper pipe, retrieves his lightsaber, and lands back on the original pipe. They continue to fight across the pipe until they reach the Main Collection Plant.

INT. CORUSCANT-SENATE OFFICE BUILDING-WIRING CHUTE-NIGHT

Yoda squishes his way through a mass of wires in a small chute. He talks on his comlink.

YODA
Hurry. Careful timing we will need.

BAIL ORGANA
(in speeder)
There aren't many troops on this side. Activate your homing beacon when you're ready.

INT. CORUSCANT-SENATE CHAMBER-MAIN ARENA-NIGHT

A Senate pod with COMMANDER THIRE and several other clone troopers climb up to where Mas Amedda and Sidious are waiting. Beneath the Main Podium, twenty clone troopers search for Yoda's body.

CLONE COMMANDER THIRE
There is no sign of him, sir.

MAS AMEDDA
Then he is not dead.

DARTH SIDIOUS
Double your search.

CLONE COMMANDER THIRE
Yes sir. Right away, sir.

DARTH SIDIOUS
(to Mas Amedda)
Tell Captain Kagi to prepare my shuttle.

MAS AMEDDA
Yes, Master.

DARTH SIDIOUS
I sense Lord Vader is in danger.

Darth Sidious walks into the Arena hallway. Commander Thire descends down to the floor of the Arena, where an intense search is taking place. Several curious senators rubberneck in scattered pods.

EXT. MUSTAFAR-COLLECTION PANELS-DAY

Obi-Wan and Anakin battle on the top of the multi-spired collection panels, jumping from one to the other. At the end of the collection cluster, a huge spray of lava covers the attachments that hold up the collectors. The frame begins to melt. It's raining lava. Both Anakin and Obi-Wan run for cover under the collection cluster. They continue to fight in the lava rain, darting from cover to attack, then quickly retreating to cover.

Support for the entire structure begins to fall away, and the collection cluster falls into the lava river. The Jedi continue their fight, climbing to the highest point on the tower as the rest begins to melt away as it rides the swift current down the river.

It bends toward the lava as they get out toward the end. The fighting gets fierce. Obi-Wan gets to the end and is trapped. The tower slowly starts to sink under the lava.

EXT. CORUSCANT-SENATE OFFICE BUILDING-NIGHT

Bail Organa, in his open-cockpit speeder, flies along next to the roof eave of the huge Senate Building. He slows and moves closer to a long row of recessed lights. Padme is with him, as well as C-3PO. She points up.

PADME
There he is!

Suddenly Yoda falls out of one of the light recesses and lands in the speeder. Bail guns it and heads away from the Senate Building.

INT. CORUSCANT-BAIL ORGANA'S SPEEDER-NIGHT

Yoda straightens himself out.

YODA
Into exile I must go. Failed, I have.

They fly into the traffic of the city.

EXT. MUSTAFAR-COLLECTION PANELS-DAY

Obi-Wan realizes he is getting very close to the edge of the lava falls. He grabs a rope and leaps from the collection arm. Anakin follows.

Anakin and Obi-Wan continue their sword fight hanging from cables as they swing past each other.

EXT. MUSTAFAR-COLLECTION PANELS-DAY

From their cables, Anakin and Obi-Wan both spot something that causes them to stop fighting. The lava river ahead drops off in a tremendous lava fall.

SNAPPING and METAL GROANS are heard as the main part of the collector starts to break away and move toward the lava fall. Obi-Wan looks around and sees a small floating platform making its way toward the tower.

Obi-Wan does a double hack-flip and lands squarely on the floating platform. He immediately leans to one side and moves away from the tower.

Anakin realizes he is doomed as the entire tower heads for the falls. In the distance he sees some CONSTRUCTION DROIDS. He swings back to the tower, climbs up and makes a running leap and miraculously lands on A WORKER DROID. The droid is confused and chatters to his co-worker. The giant collector goes over the lava flow and disappears in the mist of sparks below.

Obi-Wan heads for the bank of the lava river, but Anakin's droid is faster. He catches up with his old Master.

Obi-Wan and Anakin continue the swordfight. They battle away, balancing on the tiny platform and puzzled droid. Anakin, standing on the droid, approaches Obi-Wan on the work platform.

Anakin jumps and flips onto Obi-Wan's platform. The fighting continues again until Obi-Wan jumps toward the safety of the black sandy edge of the lava river. He yells at Anakin.

OBI-WAN
It's over, Anakin. I have the high ground.

ANAKIN
My name is not Anakin!

Anakin leaps, and Obi-Wan cuts his young apprentice at the knees, then cuts off his left arm in the blink of an eye. Anakin tumbles down the embankment and rolls to a stop near the edge of the lava.

Anakin struggles to pull himself up the embankment with his mechanical hand. His thin leather glove has been burned off. He keeps sliding down in the black sand.

OBI-WAN
You were the Chosen One! You were to destroy the Sith, not join them! Bring balance to the Force, not shroud it in Darkness.

Anakin rolls onto his back and looks up.

OBI-WAN
I failed you, my Padawan.

Obi-Wan flips his sword in his hand and rears back to run him through.

ANAKIN
Master!

Obi-Wan hesitates, his face filled with pain.

ANAKIN
Protect my child. Keep my child safe from the Sith. Please... Ben...

Anakin manages a smile. Obi-Wan does as well.

OBI-WAN
I will. I promise you, my friend.

Anakin’s eyes close. Obi-Wan slams his sword down through Anakin’s chest. Anakin’s eyes open, bright yellow. He lets loose a TORTURED SCREAM, his breath leaves him, and he dies.

INT. MUSTAFAR-VOLCANO EDGE-DAY

Obi-Wan pulls free his lightsaber, and backs away, looking down on his Padawan, still and at peace. Anakin’s clothes begin to catch flame. Tears flow from Obi-Wan’s eyes, and he sobs with pain.

OBI-WAN
Goodbye, Anakin.

He runs back to Padme’s ship. Artoo follows him inside, looking back once with a SAD MOAN.

EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY

The Naboo Skiff takes off. It disappears into the smoky skies. Moments after it’s gone, an IMPERIAL SHUTTLE enters through another section of sky.

EXT. MUSTAFAR-VOLCANO EDGE-DAY

Anakin’s body is in flames. The shuttle flies overhead and lands.

EXT. MUSTAFAR-LANDING PLATFORM-IMPERIAL SHUTTLE-DAY

The Imperial Shuttle closes its wings and settles on the highest of the Mustafar landing platforms. A platoon of clone troopers exits the craft, followed by Darth Sidious.

INT. MUSTAFAR-VOLCANO PIT-DAY

Darth Sidious walks in front of the clone troopers on his way to get to Anakin at the edge of the lava pit.

EXT. MUSTAFAR-VOLCANO PIT-DAY

Darth Sidious discovers what remains of Anakin. With a motion of his hand, the flames extinguish. He turns to the clones.

DARTH SIDIOUS
My son. My poor boy. Look what he’s done to you. But it is not too late. It is never too late for a Sith.
(turning to the Clone Captain)
Get a stasis capsule, immediately!

CLONE CAPTAIN
Yes sir. Right away.

Several of the clones rush off as Darth Sidious puts his hand over the charred hole in Anakin’s chest.

INT. POLIS MASSA-OBSERVATION DOME-NIGHT

On the isolated asteroid of Polis Massa, Yoda meditates.

YODA
Failed to stop the Sith Lord, I have. Still much to learn, there is...

QUI –GON (V.O.)
Patience. You will have time. I did not. In time, you will learn to merge with the Force at will. Your physical self will fade away, but your consciousness will remain. You will become more powerful than any Sith.

YODA
Eternal consciousness.

QUI-GON (V.O.)
The ability to defy oblivion can be achieved. It is a state reached through compassion and selflessness...

YODA
To become one with the Force, and influence still have... A power greater than all, it is.

QUI-GON (V.O.)
You will learn to let go of everything. No attachment, no thought of self. No physical self.

YODA
A great Jedi Master, you have become, Qui-Gon Jinn. Your apprentice I gratefully become.

Yoda thinks about this for a minute, then Bail Organa enters the room and breaks his meditation.

BAIL ORGANA
Excuse me, Master Yoda. The delivery has begun.

EXT. LANDING PLATFORM-CORUSCANT-IMPERIAL REHAB CENTER-DAY

The shuttle lands. Darth Sidious and clone troopers leave the shuttle. Anakin's body is carried along in a floating stasis capsule.

INT. POLIS MASSA-MEDICAL CENTER-NIGHT

POLIS MEDICS work on Padme in an operating theater. Bail, Yoda and one of the MEDICAL DROIDS enter an observation room where C-3PO is waiting.

MEDICAL DROID
We have induced labor as you suggested.

BAIL ORGANA
Is she okay?

MEDICAL DROID
She is doing fine, and so are the babies.

BAIL ORGANA
Babies?

MEDICAL DROID
She's carrying twins.

Yoda smiles.

The medical droid hovers back to the operating room.

INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY

Anakin, in the stasis capsule, is lifted onto a table in the Rehab Center. Droids go to work on him. Anakin has new legs and a new arm. A mechanical heart is fitted in place, stitched into his chest by a droid.

INT. POLIS MASSA-MEDICAL CENTER-NIGHT

The TWINS are being delivered as Bail Organa, Yoda, and Threepio watch. Padme winces from the pain. The medical droid holds the first baby.

MEDICAL DROID
It's a boy.

PADME
Luke...

Padme can only offer up a faint smile. She struggles to touch the baby on the forehead.

MEDICAL DROID
And a girl.

PADME
Leia...

INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY

DARTH VADER, dressed in his black body armor, lies on the table. A control panel seals over his chest, the lights flashing on. The mechanical heart begins to BEAT. Nose plugs are inserted and the mask drops from above, sealing tightly. The helmet is fitted and Vader begins breathing.

INT. POLIS MASSA-MEDICAL CENTER-NIGHT

Padme sleeps. She is holding Anakin's japor snippet. Yoda, Bail Organa, C-3PO and Artoo watch.

YODA
Split up, they should be. Protect them from the Sith, we must. No one must know.

BAIL ORGANA
I will take Padme and Leia with me to Alderaan. They will be safe there.

YODA
To Tatooine, Luke will go. To his family, I will send him.

BAIL ORGANA
It is a tragedy. A family torn apart.

YODA
Tragedy it is.

INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY

Darth Sidious hovers around the periphery of a group of MEDICAL DROIDS who are working on Anakin. A droid approaches the Dark Lord.

MEDICAL DROID
My Lord, the construction is finished... he lives again.

DARTH SIDIOUS
Good. Good.

The droid moves back to the table where Darth Vader lies. The table begins to move upright. Darth Sidious moves in next to Darth Vader.

DARTH SIDIOUS
(continuing)
Lord Vader, can you hear me?

Darth Vader, with his dark mask and helmet, moves up into the frame until he is in a CLOSEUP.

DARTH VADER
Yes, My Master.

Darth Vader looks around the room.

DARTH VADER
(continuing)
Where am I? What has happened to me?

Darth Sidious moves closer to the half droid/half man.

DARTH SIDIOUS
You have been reborn, my son. Your old self has been purified with cleansing fire. You have been renewed.

DARTH VADER
And the Republic? Is it secure?

DARTH SIDIOUS
Yes, it is. It has been reborn into an Empire. And I am its Emperor.

Darth Sidious unfastens Vader from the table with a wave of his hand.

DARTH SIDIOUS
(continuing)
Come, Lord Vader. There are many great things yet to be accomplished.

DARTH VADER
Yes, my Master.

INT. POLIS MASSA-HALLWAY- DAY

CLOSE ON Padme. She is almost catatonic. She has lost her husband, and now her son.

Bail Organa, pushing Padme and LEIA in a HOVER-CHAIR and followed by Threepio, approaches Captain Antilles and TWO CREW MEMBERS.

BAIL ORGANA
Captain Antilles.

CAPTAIN ANTILLES
Yes, Your Highness.

BAIL ORGANA
I'm placing this droid in your care. As well as the Astro Droid that will arrive shortly. Treat them well. Clean them up. Have the Protocol Droid's mind wiped.

C-3PO
Oh, no.

EXT. POLIS MASSA-LANDING PLATFORM-NIGHT

Obi-Wan lands the Naboo Cruiser on the landing platform of the isolated post of Polis Massa. Yoda, along with a FEW GROUND CREW, are waiting as the ramp lowers and Obi-Wan emerges, followed by Artoo.

INT. ALDERAAN CRUISER-CONFERENCE ROOM

Yoda and Obi-Wan stand, deep in discussion. Yoda holds LUKE. He lifts the baby up to Obi-Wan.

Yoda
To Tatooine, to his family there, you must take him.

Obi-Wan hold Luke carefully. He cannot help but smile.

OBI-WAN
I will look after you, Luke. Old Ben Kenobi will look after you...

YODA
Until the time is right, disappear we will.

Obi-Wan turns to leave.

YODA
(continuing)
Master Kenobi, wait a moment. In your solitude on Tatooine, training I have for you. For both of us...

OBI-WAN
Training?

YODA
An old friend has learned the path to immortality.

OBI-WAN
Who?

YODA
One who has returned from the netherworld of the Force to train me... your old Master, Qui-Gon Jinn.

OBI-WAN
Qui-Gon?

YODA
Commune with him, you must.

OBI-WAN
I will be able to talk with him again?

YODA
How to become one with the Force, he will teach you. To defeat the Empire, we must learn.

EXT. IMPERIAL STAR DESTROYER-SPACE

A STAR DESTROYER is surrounded by ATTACK CRUISERS. On the bridge of the Star Destroyer stands the Emperor and GOVERNOR TARKIN.

Darth Vader walks along the bridge to join the Emperor and Governor Tarkin. The camera PANS to reveal the huge frame structure which is the beginning of the DEATH STAR.

EXT. DAGOBAH-DAY

A small escape pod hurls toward the swamp planet and disappears in the mist. The pod has landed, and Yoda descends the ramp, surveying the unfamiliar terrain.

EXT. NABOO-ALDERAAN STARCRUISER

Bail Organa's Starcruiser approaches the planet of Alderaan.

EXT. ALDERAAN-LATE AFTERNOON

Padme sits on a balcony looking out over the awesome mountains of Alderaan. She is holding Leia. A sad smile touches her face. Bail Organa stands at her side, raises a hand to touch her shoulder, and lets it drop.

EXT. TATOOINE-SUNSET

Obi-Wan rides up to the moisture farm homestead on an EOPIE. He dismounts, takes the baby out of a papoose on his back, and walks toward AUNT BERU, who walks over to greet him. They talk for a moment, and Obi-Wan turns the baby over to the young homesteader. Aunt Beru walks to UNCLE OWEN who is standing on the ridge near the homestead. Obi-Wan leaves as Owen, Beru, and the baby watch the twin suns set.

IRIS OUT. END TITLES.