Ep4-2-TEU
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               FADE IN:

               EXT. SPACE
               TITLE CARD:

               A long time ago, in a parallel universe, in a galaxy far, far
               away...

               A vast sea of stars serves as the backdrop for the main
               title, followed by a roll-up, which crawls into infinity...

               STAR WARS

               EPISODE IV.2

               THE EVIL UNLEASHED

               Rescued   from   slavery,  the 
               brave Padm� Naberrie  races to 
               Coruscant,   capital  of   the 
               Galactic Republic.

               By    exposing    the    Trade 
               Federation  President  as  the
               force  behind  the  murder  of 
               Jedi Knight Qui-Gon Jinn,  and
               the abduction of  her sister - 
               the  QUEEN OF NABOO  -,  Padm� 
               hopes to rally support  against 
               the President's plans  to wedge
               her planet out of the Republic.

               Little does  Padm� realize that 
               DARKER   POWERS   control   the 
               President's actions...

               PAN DOWN

               Through a vast sea of stars to reveal the SITH INFILTRATOR
               thundering across the screen.

               It approaches the beautiful planet NABOO, and the FLEET of
               TRADE FEDERATION SPACESHIPS in orbit over it.

               The small vessel flies to the Federation's MAIN STATION, and
               enters one of its massive HANGAR-ARMS.

               INT. FEDERATION STATION, CONFERENCE ROOM

               The Trade Federation PRESIDENT, NUTE GUNRAY; his second in
               command the Neimodian RUNE HAAKU; the PRIME MINISTER of
               Naboo, HOAK; and several other DIGNITARIES and OFFICERS are
               present in one of the station's conference rooms.

                                   NUTE GUNRAY
                         ...The Senate is bogged down in
                         procedures. Now is the time to
                         break Naboo free of the Republic!

                                   PRIME MINISTER HOAK
                         Queen Amidala will soon be
                         officially declared dead. Then my
                         government will be ready to issue
                         the decision, but my opponents may
                         pose a problem. There are already
                         mass protests in several cities,
                         and even Senator Palpatine openly
                         opposes us in Congress! Without the
                         support of the -

                                   NUTE GUNRAY
                         Those bureaucrats can be replaced,
                         and our forces are standing by to
                         deal with the protests. The Trade
                         Federation is always prepared to
                         help end any civil unrest...
                             (sarcastic)
                         At your request of course.

                                   PRIME MINISTER HOAK
                         Of course, but the queen's
                         loyalists -

                                   DARTH KEEL (O.S.)
                         - will accept your decision, and
                         will accept Federation forces - 

               Everybody looks at the entrance. DARTH KEEL, Lady of the
               SITH, walks in. The evil woman strides to the table.

                                   DARTH KEEL (CONT'D)
                         - because their queen will sign a
                         treaty legalizing it! 

               Keel motions to the door, where two armed CLONE GUARDS bring
               in SAB� AMIDALA, the QUEEN of Naboo.
               Sab� is handcuffed, and she looks tired and angry. 
               The men at the table veer up in surprise.

                                   RUNE HAAKU
                         Amidala! She is still alive!

                                   NUTE GUNRAY
                         She is supposed to be dead! Why did
                         you bring her here?!

                                   DARTH KEEL
                         By signing a treaty, Queen Amidala
                         will silence the protesters. As the
                         ruler of her planet she has far
                         more weight than any other
                         politician.

                                   PRIME MINISTER HOAK
                         We don't need her! I have the
                         situation under control. I -

                                   DARTH KEEL
                         You are a fool...if you believe the
                         people of Naboo will follow you.

                                   PRIME MINISTER HOAK
                         I don't have to take this! I am -

                                   NUTE GUNRAY
                         Lady Keel is right. It is a good
                         plan. Well done, my efficient ally,
                         and welcome, Queen Amidala. I'm
                         sure your people will be overjoyed
                         to see you alive and...well...

               Nute walks over to Sab� and looks her over, admiring the
               attractive young lady.

                                   SABE
                         I will never go along with your
                         scheme, President Gunray. And
                         neither will my people. Your crimes
                         will not go - 

               Darth Keel SLAPS Sab�. The pretty girl falls back in the arms
               of her guards.

                                   SABE (CONT'D)
                         Aah!

                                   DARTH KEEL
                         Silence, weak creature! You shall
                         speak only when told to.

               Nute laughs, and takes Sab�'s face in his hands. He strikes
               his fingers through her long, light brown hair. Sab� winces.

                                   NUTE GUNRAY
                         You will sign that treaty, my royal
                         beauty...and to your people, and
                         the Republic Senate, it will be
                         very real indeed. Too bad soon
                         afterward you may once again be
                         involved in a lethal accident.

                                   SABE
                         The Jedi will get you all!

                                   DARTH KEEL
                             (menacing)
                         Let them come.

               EXT. SPACE, CORUSCANT

               A small, battered spaceship heads towards Coruscant. 
               Countless spaceships fly to and from the city-planet.

               EXT. CORUSCANT, CITY SCAPE - DAY

               The spacecraft flies over the endless cityscape of Coruscant,
               the capital of the galaxy. 
               Ships and vehicles swerve around the massive structures that
               cover the planet's surface.

               INT. SPACESHIP, COCKPIT

               Young ANAKIN SKYWALKER looks out the cockpit window in awe.
               JANGO PANAKA is at the controls. PADM� NABERRIE and astromech
               droid ARTOO-DETOO are also in the cockpit.

                                   JANGO
                         Coruscant, the capital of the
                         Republic.

                                   ANAKIN
                         Wow! It's so huge!

                                   PADME
                         Finally, we're here. It's a miracle
                         this piece of junk stayed in one
                         piece. 

               Artoo bleeps. Padm� turns to Anakin.

                                   PADME (CONT'D)
                         Many things will change now,
                         Anakin. Obi-Wan will take you to
                         the Jedi Temple, and I must take
                         the place of my sister and confront
                         the politicians.

               Padm� sighs.

                                   PADME (CONT'D)
                         This will not be easy.

               EXT. CORUSCANT, CITY SCAPE

               The ship flies through the city scape of Coruscant.

               EXT. CORUSCANT, LANDING PLATFORM - DAY

               Supreme Chancellor VALORUM, SEVERAL GUARDS, SENATOR
               PALPATINE, and JEDI MASTER MACE WINDU and SEVERAL OTHER JEDI,
               including the old JEDI MASTER DOOKU, stand on a landing
               platform. 
               The spacecraft lands on the platform high above the street
               level of the galactic capital. 
               The ramp lowers. 
               OBI-WAN KENOBI and Anakin descend the ramp first. Obi-Wan
               bows before Valorum. 
               Anakin follows his example. Padm� then descends the ramp,
               followed by Jango Panaka and R2-D2. 
               Padm� stops before the group.

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

                                   VALORUM
                         Welcome, Milady. It is an honor to
                         meet you in person. I must relay to
                         you how distressed everyone is over
                         the current situation. I've called
                         for a special session of the Senate
                         to hear your position.

                                   PADME
                         I am grateful for your concern,
                         Chancellor. Is there any news about
                         the fate of Queen Amidala?

                                   VALORUM
                         I'm afraid not, but I assure you
                         that we are doing everything in our
                         power to discover her faith.

               Padm� looks down in sadness. 
               Palpatine starts to lead her - with Artoo-Detoo - off the
               platform towards a waiting air taxi.

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

               Valorum and his retinue also move away. 
               Obi-Wan turns to the Jedi Masters.

                                   OBI-WAN
                         There was nothing I could do for
                         her, except bring her back to the
                         Temple.

                                   DOOKU
                         We felt her loss.

                                   MACE WINDU
                         Qui-Gon Jinn will be honored. What
                         was the evil that defeated her, Obi
                         Wan?

                                   OBI-WAN
                         Master Windu, you may wish to
                         assemble the Jedi Council. The
                         situation has become much more
                         complicated.

               INT. PALPATINE'S QUARTERS - DAY

               Padm� sits in Palpatine's quarters, and listens to the
               senator. 
               Padm� is now dressed in stylish clothes. The innocent young
               girl of before is gone. 
               Palpatine is pacing.

                                   PALPATINE
                         ...the Republic is not what it once
                         was. The Senate is full of greedy,
                         squabbling delegates who are only
                         looking out for themselves and
                         their home systems. There is no
                         interest in the common good...no
                         civility, only politics...it's
                         disgusting. I must be frank,
                         Milady, there is little chance the
                         Senate will act on the situation.

                                   PADME
                         Chancellor Valorum seems to think
                         there is hope.

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

                                   PADME
                         What options do we have?

                                   PALPATINE
                         Our best choice would be to push
                         for the election of a stronger
                         Supreme Chancellor. One who will
                         take control of the bureaucrats and
                         the commerce organizations, who
                         enforces the laws, and takes a
                         stand against the injustice. You
                         could call for a vote of no
                         confidence in Chancellor Valorum.

                                   PADME
                         He has been our strongest
                         supporter. Is there any other way?

                                   PALPATINE
                         Try to rally support independent of
                         the Senate...or give up on the
                         Republic and strike a deal with the
                         Trade Federation.

                                   PADME
                         That wouldn't do much good. Our
                         people are in need of help,
                         Senator. We must do something
                         quickly.

                                   PALPATINE
                         To be realistic, Milady, I'd say
                         we're going to have to accept the
                         current situation for the time
                         being.

                                   PADME
                         That is something I cannot do.

               EXT. CORUSCANT, JEDI TEMPLE - DAY

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

               INT. JEDI TEMPLE, COUNCIL CHAMBERS - DAY

               Obi-Wan stands in the center of the room. 
               Twelve JEDI sit in a semi-circle. 
               The Senior Jedi is Mace Windu. To his left is an alien Jedi
               named KI-ADI-MUNDI, and to his right, the legendary Jedi
               Master YODA.

                                   OBI-WAN
                         ...my only conclusion can be that
                         it was a Sith.

                                   MACE WINDU
                         A Sith?!

                                   KI-ADI
                         Impossible! The Sith have been
                         extinct for centuries.

                                   YODA
                         That is what we believed...

                                   MACE WINDU
                         I do not believe the Sith could
                         have returned without us knowing.

                                   YODA
                         The Dark Side is hard to see. We
                         must discover who this warrior is.

                                   MACE WINDU
                         We will use all our resources to
                         unravel this mystery, and discover
                         the identity of your attacker. May
                         the Force be with you.

                                   YODA
                         May the Force be with you.

               Obi-Wan scrapes his throat, and continues to face the
               Council.

                                   YODA (CONT'D)
                         Obi-Wan, you have more to say?

                                   OBI-WAN
                         With your permission, my Master. I
                         have discovered someone who is
                         unusually strong with the Force.

                                   MACE WINDU
                         The boy who helped you?

                                   OBI-WAN
                         Yes, Master. He has a natural
                         ability with the Force. I request
                         the boy be tested.

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

                                   YODA
                         Trained as a Jedi, you request for
                         him?

                                   OBI-WAN
                         Finding him was the will of the
                         Force. I have no doubt of that.

               Mace sighs.

                                   MACE WINDU
                         Bring him before us, then. 

               Obi-Wan bows.

               EXT. SPACE, NABOO, FEDERATION STATION

               The Federation space station in orbit over Naboo. 
               From the bridge anyone present has a spectacular view of the
               planet below.

               INT. FEDERATION STATION, BRIDGE

               Nute Gunray, Darth Keel, and Sab� are present on the bridge.
               Keel holds Sab�. Several CLONE GUARDS stand nearby. 
               The BRIDGE CREW is busy.

                                   NUTE GUNRAY
                         Now, my dear queen, will you sign
                         the treaty and do as I say, as a
                         good girl should?

                                   SABE
                         Never, President Gunray. I would
                         die before giving in to the likes
                         of you.

                                   NUTE GUNRAY
                         Funny you should mention that.

               Nute turns to a screen.

                                   NUTE GUNRAY (CONT'D)
                         Mister Haaku, are you ready?

               On the screen, Rune Haaku turns to his boss. He appears to be
               on board another ship.

                                   RUNE HAAKU
                             (on screen)
                         Ready, Sir. 

               Sab� is puzzled.

                                   NUTE GUNRAY
                         Good.
                             (to Sab�)
                         Death will be the means by which
                         you will cooperate, Queen Amidala.
                         Oh, not yours, not yet anyway, but
                         there are plenty of people on Naboo
                         to provide some target practice for
                         my troops.

               Sab� is surprised. 
               Nute turns back to Rune.

                                   NUTE GUNRAY (CONT'D)
                         Mister Haaku, let's help our friend
                         the prime minister and put an end
                         to the protests on the streets of
                         Theed.

                                   RUNE HAAKU
                             (on screen)
                         Very well.

               Rune turns to a COMMANDER behind him. 
               The screen switches to a birds eye view of a square in Theed,
               the capital of Naboo.

                                   SABE
                         What are you doing?!

               EXT. NABOO, THEED, CITY SQUARE - DAY

               Protesters have gathered on a city square, holding banners
               and sitting down. 
               Suddenly, they are startled by a thundering noise.
               They look up as a shadow looms over them.

               In the sky above hangs a TRADE FEDERATION BATTLE CRUISER -
               hovering as low in the sky as is possible for the menacing
               spaceship.

               The people point up at the deadly ship; many citizens start
               running away in fear.

               INT. FEDERATION STATION, BRIDGE - CONTINUOUS

               Sab� and the others watch the big descending cruiser and the
               tiny people on the main viewing screen. 
               Sab� tries to struggle free, but a grinning Darth Keel holds
               her tight.

                                   SABE
                         No! You cannot do that! 

               Nute turns to the scared girl.

                                   NUTE GUNRAY
                         Yes - I - Can!

               EXT. NABOO, THEED, CITY SQUARE - CONTINUOUS

               The battle cruiser OPENS FIRE on the fleeing people! 
               People are thrown and disintegrated, buildings are blown up,
               craters are blasted into the ground. 
               Those that survived the first blasts run for their lives!

               INT. FEDERATION STATION, BRIDGE - CONTINUOUS

               Sab� watches in horror as explosions fill the screen. Darth
               Keel loves it.

                                   SABE
                             (crying)
                         Nooooooo!!!

               Nute Gunray turns to the devastated queen, a look of pure
               evil on his face.

                                   NUTE GUNRAY
                         Now, Queen Amidala, will you now
                         cooperate?!

               Sab� cries and collapses, held up only by the laughing Darth
               Keel.

               EXT. CORUSCANT, GALACTIC SENATE BUILDING - DAY

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

               INT. GALACTIC SENATE, MAIN ROTUNDA - DAY

               The Senate chambers are huge. 
               Thousands of SENATORS and their AIDES sit in the circular
               assembly area. 
               Chancellor Valorum sits in an elevated area in the center.
               Hundreds of AIDES and DROIDS hurry about. 
               Senator Palpatine and Padm� sit in the Naboo congressional
               box, which is actually a floating platform.

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

                                   PALPATINE
                         He is distracted, afraid. He will
                         be of no help.

               A signal sounds, starting the meeting.

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

               The Naboo congressional box floats into the center.

                                   PALPATINE
                         Supreme Chancellor, delegates of
                         the Senate. A tragedy has occurred
                         in our peaceful system of Naboo. We
                         have become caught in a dispute you
                         are all well aware of, which began
                         right here with the taxation of
                         trade routes, and has now engulfed
                         our entire planet in a crisis
                         caused by the Trade Federation.

               A second box rushes into the center of the Senate. It is
               filled with NEIMODIAN DELEGATES, led by senator LOTT DOD.

                                   LOTT DOD
                         This is outrageous! I object to the
                         Senator's statements!

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

               Lott Dod reluctantly moves back to his place.

                                   PALPATINE
                         To state our allegations, I present
                         Lady Padm� Naberrie, who replaces
                         her lost sister - Queen Amidala of
                         the Naboo, to speak on our behalf.

               Padm� stands and addresses the assembly. There is some
               applause.

                                   PADME
                         Honorable representatives of the
                         Republic, distinguished delegates,
                         and Your Honor Supreme Chancellor
                         Valorum, I come to you under the
                         gravest of circumstances. Queen
                         Amidala has been abducted, her
                         faith unknown. The Naboo system has
                         been taken over, and is now
                         controlled by corrupt politicians.
                         Corrupted by the Trade
                         Federation...which strives to break
                         Naboo away from the Republic...to
                         exploit it...and will use all means
                         to reach that goal.

                                   LOTT DOD
                         I object! This is a completely
                         false representation of the facts!
                         This is incredible. We recommend a
                         commission be sent to Naboo to
                         ascertain the truth.

                                   VALORUM
                         Overruled.

                                   LOTT DOD
                         Your Honor, you cannot allow the
                         Trade Federation, essential to the
                         livelihood of our people, to be
                         condemned without reasonable
                         observation. It is against all the
                         rules of procedure.

                                   VALORUM
                         We shall - 

               One of Valorum's aides whispers something in his ear.

                                   VALORUM (CONT'D)
                         Honorable delegates, it appears we
                         have an incoming transmission from
                         Naboo.

               Padm� and Palpatine are surprised. 
               On the displays in all congressional boxes, and on a large
               viewing screen in the Senate Rotunda, QUEEN SAB� AMIDALA
               appears. 
               She is dressed in royal clothes, with traditional make-up
               hiding much of her true feelings. 
               She speaks fast, and almost without emotion.

                                   PADME
                             (gasps)
                         Sab�!

                                   SABE
                             (on screen)
                         Citizens of Naboo, representatives
                         of the Republic...I speak to you as
                         the voice of my people...

               Padm� is anxious. Something's wrong.

                                   SABE (CONT'D)
                             (on screen)
                         After deliberations with my
                         government, and negotiations with
                         representatives from the Trade
                         Federation, I hereby declare
                         Naboo's intend on leaving the
                         Republic.

               A shock fills the Senate. Padm� and Palpatine are shocked
               most of all.

                                   SABE (CONT'D)
                             (on screen)
                         We are convinced that this
                         historical step is in the best
                         interest of our people, and the
                         future of Naboo. I call upon all
                         citizens of Naboo to respect this
                         decision, and support it. May the
                         Force be with you.

               The transmission ends. 
               Padm� is totally shocked. The Neimodian delegation is
               overjoyed. The senate is in uproar.

                                   PADME
                         Lies! Fabrications!

                                   MAS AMEDDA
                         Order!

                                   LOTT DOD
                         Chancellor, at last the truth is
                         out! We request that the traitorous
                         delegation from Naboo is removed
                         from this chamber at once.

                                   PADME
                         They forced her! Sab� would never -

                                   LOTT DOD
                         You have no authority!

               The senate is a zoo.

                                   MAS AMEDDA
                         Order! We shall have order!

               Slowly, things quiet down.

                                   VALORUM
                         Lady Naberrie, Senator Palpatine,
                         this is a most unusual situation.
                         What is your position on this
                         matter now?

               Padm� is too angered to speak, Palpatine stands up.

                                   PALPATINE
                         Your honor, it is clear that Queen
                         Amidala was forced into this. May I
                         remind you all that the Queen was
                         abducted, a Jedi Master was killed,
                         and that we have the statements of
                         Lady Naberrie and of a Jedi Knight,
                         testifying -

                                   LOTT DOD
                         There is no evidence at all!
                         Assumptions, tales!

                                   VALORUM
                             (sighs)
                         The chair does NOT recognize -

               A third box moves into the center of the room. AKS MOE, an
               ambassador, addresses the convention.

                                   AKS MOE
                         The COMMERCE GUILD concurs with the
                         honorable delegate from Neimodia. A
                         commission must be appointed...

                                   VALORUM
                         The point...

               Valorum confers with several of his aides and vice chairman
               Mas Amedda. 
               Palpatine whispers something to Padm�.

                                   PALPATINE
                         Enter the bureaucrats, the true
                         rulers of the Republic, and on the
                         payroll of the Trade Federation, I
                         might add. This is where Chancellor
                         Valorum's strength will disappear.

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

               Padm� is angry, but remains composed.

                                   PADME
                             (angrily)
                         I will not defer. I have come
                         before you to resolve this attack
                         on our sovereignty now. I will not
                         wait and have my people be sold out
                         to the forces of commerce, while
                         you discuss this crime in a
                         committee. If this body is not
                         capable of action, I suggest new
                         leadership is needed. I move for a
                         "vote of no confidence"...in
                         Chancellor Valorum's leadership.

                                   VALORUM
                         What?!

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

                                   MAS AMEDDA
                         Order! We shall have order!

               Things settle down a little. 
               SENATOR BAIL ORGANA moves his box into the arena.

                                   BAIL ORGANA
                         Alderaan seconds the motion for a
                         vote of no confidence in Chancellor
                         Valorum.

                                   MAS AMEDDA
                         The motion has been seconded by
                         Senator Organa of Alderaan.

               Mas Amedda turns to the confused Valorum, and whispers
               something to him.

                                   BAIL ORGANA
                         There must be no delays. The motion
                         is on the floor and must be voted
                         upon in this session.

                                   LOTT DOD
                         The Neimodian delegation moves the
                         motion be sent to the procedures
                         committee for study.

               The assembly begins to chant. 
               Valorum talks to Mas Amedda.

                                   ASSEMBLY
                         Vote now! Vote now! Vote now!

               Palpatine stands next to Padm�.

                                   PALPATINE
                         You see, Lady Naberrie, the tide is
                         with us. Valorum will be voted out,
                         I assure you, and they will elect
                         in a new Chancellor, a strong
                         Chancellor, one who will not let
                         our tragedy continue.

                                   MAS AMEDDA
                         The Supreme Chancellor requests a
                         recess. Tomorrow we will begin the
                         vote.

               The Neimodian delegation is furious. 
               Valorum turns to Palpatine.

                                   VALORUM
                         Palpatine, I thought you were my
                         ally, my friend. You have betrayed
                         me. How could you do this?

               Palpatine remains composed.

               EXT. JEDI TEMPLE, BALCONY (CORUSCANT) - SUNSET

               Obi-Wan and Jedi Master Dooku stand outside the temple on a
               balcony.

                                   DOOKU
                         The boy will not pass the Council's
                         tests, Obi-Wan, and you know it. He
                         is too old.

                                   OBI-WAN
                         Anakin will become a Jedi. Qui-Gon
                         believed in him too...in the end.

               Both Jedi are sad.

                                   DOOKU
                         She was the best student I ever
                         had. Her death carries a deeper
                         meaning.

               Obi-Wan doesn't understand. He looks at Dooku, searching for
               answers on the old man's chiseled face.

                                   DOOKU (CONT'D)
                         I have studied the old Sith, Obi
                         Wan. I believe the attacker was
                         one; you were correct. This means
                         the Sith have never been fully
                         defeated. They've waited in the
                         shadows, lurking... And all this
                         time the Jedi simply serve the
                         Republic, the politicians...and
                         accept the decline...the
                         complacency...ignore the evil that
                         has spawned from it. The Naboo
                         crisis is only the beginning, my
                         young friend. And with the return
                         of the Sith, it may be the
                         beginning of the end.

                                   OBI-WAN
                         I believe you're being a bit too
                         pessimistic, Master Dooku. The
                         Order-

                                   DOOKU
                         Open your eyes, Obi-Wan! Our friend
                         - killed by a servant of the Dark
                         Side. The Republic - weakened by
                         corruption, being crushed by its
                         own weight. The Jedi Order - much
                         of its former glory lost... They
                         won't train the boy - even if they
                         should. And they won't be able to
                         resolve the Naboo crisis. Do not
                         accept their dismissal, Obi-Wan.
                         Follow the Will of the Force!

                                   OBI-WAN
                         Master, you could be sitting on the
                         Council if you would just follow
                         the code.

                                   DOOKU
                         You still have much to learn, my
                         young Knight.

               INT. JEDI TEMPLE, COUNCIL CHAMBERS - SUNSET

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

                                   ANAKIN
                         An animal, a ship, another ship.

               Mace Windu turns the viewing screen off, and nods towards
               Yoda.

                                   YODA
                         Good, good. How do you feel?

                                   ANAKIN
                         Cold, sir.

                                   YODA
                         Afraid?

                                   ANAKIN
                         No, sir.

                                   MACE WINDU
                         Afraid to give up your life?

                                   ANAKIN
                         I don't think so. 

               Anakin hesitates for a moment.

                                   YODA
                         We can see through you.

                                   MACE WINDU
                         Be mindful of your feelings.

                                   KI-ADI
                         Your thoughts dwell on your mother.

                                   ANAKIN
                         I miss her.

                                   YODA
                         Afraid to lose her...I think.

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

                                   YODA
                         Everything. Fear is the path to the
                         dark side... fear leads to anger...
                         anger leads to hate... hate leads
                         to suffering.

                                   ANAKIN
                             (angrily)
                         I'm not afraid!

                                   YODA
                         A Jedi must have the deepest
                         commitment, the most serious mind.
                         I sense much fear in you.

                                   ANAKIN
                             (quietly)
                         I am not afraid.

                                   YODA
                         Then we will continue.

               EXT. CORUSCANT, APARTMENT BUILDING - SUNSET

               A tall, luxurious apartment building, a place for the rich
               and important.

               INT. PADME'S QUARTERS - SUNSET

               Jango Panaka passes some GUARDS and enters Padm�'s quarters,
               where he meets with the sixteen year old girl. R2-D2 is there
               too.

                                   PADME
                         Jango Panaka, you have aided us
                         above and beyond what could have
                         been expected. I am most grateful.

                                   JANGO
                         It's been...fun.

               Padm� grins.

                                   PADME
                         As promised you'll be paid -

               Jango smiles.

                                   PADME (CONT'D)
                         - however -

               Jango looks suspicious.

                                   PADME (CONT'D)
                         - if you're interested in a reward
                         that far exceeds your current
                         payment, or if you feel the need to
                         serve good and fight evil, I have a
                         proposition for you.

                                   JANGO
                         I'm listening.

                                   PADME
                         I need your help.

               EXT. CORUSCANT, CITY SKYLINE - TWILIGHT

               Traffic continues to soar past the massive buildings.

               INT. PALPATINE'S QUARTERS - TWILIGHT

               Padm� is standing, staring out the window. 
               The lights of the city shimmer before her. 
               She is sad. 
               Palpatine and senator Bail Organa rush into the room, excited
               and happy.

                                   BAIL ORGANA
                         Lady Naberrie, Senator Palpatine
                         has been nominated to succeed
                         Valorum as Supreme Chancellor!

                                   PADME
                         How is that possible? Your
                         position, after -

                                   BAIL ORGANA
                         Everyone can be nominated. Many
                         senators recognize our friend's
                         wisdom and authority.

               Palpatine listens to this with a smile on his face.

                                   PALPATINE
                         A surprise, to be sure, but a
                         welcome one. I promise, when I am
                         elected, I will bring democracy
                         back to the Republic. I will put an
                         end to corruption. The commerce
                         organizations will lose their
                         influence over the bureaucrats, and
                         our people will be freed.

                                   PADME
                         Who else has been nominated?

                                   BAIL ORGANA
                         Jorg Sacul of Correlia and Ainlee
                         Teem of Malastare.

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

                                   PADME
                         I fear by the time you have control
                         of the bureaucrats, Senator, there
                         will be nothing left of our way of
                         life. Our enemies will have made
                         sure that Naboo will have long left
                         the Republic.

                                   PALPATINE
                         I understand your concern, Milady;
                         unfortunately, there's little that
                         can be done about the situation
                         right now. However, I am certain
                         the Federation and the others will
                         back down in time.

                                   PADME
                         With the Senate in transition,
                         there is nothing more I can do
                         here. Senator, this is your arena,
                         I feel I must return to mine. I
                         have decided to go back to Naboo. I
                         have to help my sister.

                                   PALPATINE
                         Go back?! But, Milady, be
                         realistic! You would be in danger.
                         They will imprison you, or worse,
                         kill you!

                                   PADME
                         I won't give up that easily. My
                         fate will be no different from that
                         of my sister...or from that of our
                         people.

                                   PALPATINE
                         Please, Milady, stay here...where
                         it's safe.

                                   PADME
                         No place is safe, if the Senate
                         doesn't act against this injustice.
                         It is clear to me now that the
                         Republic no longer functions. If
                         you win the election, Senator, I
                         know you will do everything
                         possible to stop this madness. I
                         pray you will bring sanity and
                         compassion back to the Senate.

               Padm� exits the room. Bail looks back at Palpatine, then
               follows her out. 
               Palpatine has a self-satisfied smile on his face...

               EXT. CORUSCANT, JEDI TEMPLE - TWILIGHT

               Once again we visit the amazing Jedi Temple.

               INT. JEDI TEMPLE, COUNCIL CHAMBER - TWILIGHT

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

                                   YODA
                         You were correct, Obi-Wan.

                                   KI-ADI
                         The Force is strong with him.

                                   OBI-WAN
                         He is to be trained, then.

               The Council members look to one another.

                                   MACE WINDU
                         No. He will not be trained.

               Anakin is crestfallen. Obi-Wan is floored.

                                   OBI-WAN
                         No?!

                                   MACE WINDU
                         He is too old. There is already too
                         much anger in him.

                                   OBI-WAN
                         He can become a powerful Jedi. You
                         must see it.

                                   YODA
                         Clouded, is this boy's future.

                                   OBI-WAN
                         I will train him, then. I take
                         Anakin as my Padawan learner.

               The Council Members react with surprise. Anakin watches with
               interest.

                                   YODA
                         We disagree with his training, Obi
                         Wan.

                                   MACE WINDU
                         You must follow the rules of the
                         Order, and our guidance.

                                   OBI-WAN
                         I am ready to have an apprentice,
                         and subjects Anakin's age have been
                         trained before.

                                   YODA
                         You are ready so early? What do you
                         know about ready?

                                   OBI-WAN
                         Masters, I am convinced that this
                         is the right thing to do.

                                   MACE WINDU
                         Now is not the time for this. The
                         Senate is voting for a new Supreme
                         Chancellor. Lady Naberrie may
                         return home, which will put
                         pressure on the crisis, and could
                         widen the confrontation.

                                   KI-ADI
                         And draw out Qui-Gon's killer.

                                   MACE WINDU
                         Go with this sister to Naboo and
                         discover the identity of the dark
                         warrior. That is the clue we need
                         to unravel this mystery of the
                         Sith. Dooku will join you.

                                   YODA
                         Young Skywalker's fate will be
                         decided later.

                                   OBI-WAN
                         What about Anakin? I brought him
                         here; He has nowhere else to go.

                                   MACE WINDU
                         He is your ward, Obi-Wan...we will
                         not dispute that.

                                   KI-ADI
                         He can stay here, with us, for now.
                         We shall observe him further.

                                   MACE WINDU
                         Protect Lady Naberrie, but do not
                         intercede if it comes to war until
                         we have the Senate's approval.

                                   YODA
                         First, a sad thing must be done.

               INT. JEDI TEMPLE, FUNERAL TEMPLE STEPS - NIGHT

               In a small funeral temple on the middle of the roof of the
               main building of the Jedi Complex Obi-Wan, Dooku, the Jedi
               Council, and other Jedi knights have gathered around a
               funeral pyre.
               Padm�, Anakin, Palpatine, and Jango are also present. 
               The mood is sad. 
               Qui-Gon's body goes up in flames as her friends watch. 
               Anakin looks to Obi-Wan.

                                   OBI-WAN
                         She is one with the Force, Anakin.
                         You must let go.

                                   ANAKIN
                         What will happen to me now?

                                   OBI-WAN
                         The Council has not yet made its
                         final decision.

                                   ANAKIN
                         I don't want to be a problem.

                                   OBI-WAN
                         You're not, Anakin. I'm sure they
                         will agree with your training soon.

                                   ANAKIN
                         And if they don't?

                                   OBI-WAN
                         They will.

               Anakin stares at the flames.

               EXT. CORUSCANT, BAR - NIGHT

               The seedy underbelly of the city-planet. Some not so nice
               looking people, human and alien, walk around. 
               Padm�, dressed incognito in a cloak, hurries about and enters
               a bar; a rather cheap looking establishment built into one of
               the huge walls of the massive structures that make up most of
               the planet.

               INT. BAR (CORUSCANT)

               Padm� enters the bar. 
               She looks around. Unfriendly and lust filled eyes observe
               her. 
               A young woman - obviously a PROSTITUTE - walks up to her.

                                   PROSTITUTE
                         Take a hike, slugdot. This is my
                         turf. 

               Padm� prepares for the worst.

                                   PADME
                         I'm not - 

               Jango comes walking up to them.

                                   JANGO
                         Easy. She's with me.

               The woman gives Padm� one last foul look, then turns away.
               Jango motions for Padm� to follow him.

                                   PADME
                         Do we have to do this here?

                                   JANGO
                         Don't worry. Around here they're
                         used to stuff like this.

               Jango leads her through a door, a small back room, and
               through another door into a storage room.

               INT. BAR, STORAGE ROOM - CONTINUOUS

               In the room FIVE figures await them. They're mercenaries.
               Jango introduces them:

                                   JANGO
                         Meet: KITSTER, SEBULBA, DUURGE,
                         CROKOLAN and WALD. Each one of them
                         a fine soldier of fortune, willing
                         to do what it takes...for a price.

               KITSTER is a dark, wrinkly alien in a spacesuit.
               SEBULBA is a small and dangerous DUG, a spider-like alien who
               walks on his front legs.
               DUURGE is a big cyborg, almost completely covered in metallic
               armor.
               CROKOLAN is a muscular alien with a crocodile's beak, which
               is lined with razor sharp teeth.
               WALD is a reptilian RODIAN, a slender gunslinger.

                                   PADME
                         You will all be rewarded
                         substantially for your services,
                         but I must warn you, it will be
                         dangerous.

               Sebulba SAYS something in a SICK ALIEN LANGUAGE.

                                   PADME (CONT'D)
                         That's right.

               EXT. CORUSCANT, STREET - NIGHT

               Jango escorts Padm� to an alley.

                                   PADME
                         Are you sure they are trustworthy?

                                   JANGO
                         For the right price. Are you sure
                         you want to go through with this?

                                   PADME
                         It may be the only way, however
                         dangerous.

               Padm� activates a remote control, and a speeder-car comes
               hovering down in the alley. Jango looks around to see if
               nobody has followed them.

                                   PADME (CONT'D)
                         I'll see you tomorrow.

               Jango nods. 
               Padm� gets in her leased speeder car and takes off. 
               Jango walks away.

               EXT. CORUSCANT, BUILDING ROOFTOP - NIGHT

               From a rooftop, a figure looks down at the accelerating
               speeder, a speeder bike standing close.

               EXT. CORUSCANT, SPEEDER-WAYS - NIGHT

               Padm�'s fly-car zooms through the Coruscant traffic.

               INT. PADME'S SPEEDER - CONTINUOUS

               Padm� sits next to a simple DROID DRIVER, which pilots the
               speeder.

               EXT. CORUSCANT, SPEEDER-WAYS - CONTINUOUS

               Padm�'s speeder zooms through the sky. 
               Behind the car, FOUR SPEEDER BIKES start to follow her.

               The bikes are non-standard issue. Modified hogs, the riders
               nasty looking BIKERS - the sort of scum that will do anything
               for money.

               The hog LEADER - the figure from the rooftop - motions his
               friends to move closer. 
               He pulls a big gun from his back, and moves up next to
               Padm�'s speeder. 
               He points the gun at the side-window.

               INT. PADME'S SPEEDER - CONTINUOUS

               Padm� suddenly notices the biker next to her speeder. The guy
               points his gun at her.

                                   PADME
                         Watch out! 

               Padm� DUCKS as the biker FIRES - BLASTING through the window
               and DESTROYING the droid driver. 
               Padm� SCREAMS. 
               The car DIVES - out of control.

               EXT./INT. CORUSCANT, SPEEDER-WAYS/PADME'S SPEEDER -
               CONTINUOUS

               The speeder-car PLUMMETS down in a steep dive. 
               The bikers follow it down.

               The car barely misses other speeders that swerve and honk as
               the speeder tumbles out of control. 
               Padm� struggles to take over the steering wheel. 
               She pulls the wheel over to her - it swivels to her position.
               She pulls up - just in time to avoid getting smashed against
               the rooftop of a building. 

               Padm� pilots her speeder back up. 
               The bikers spot her and start to give chase.

               The bikers pull blasters and even activate laserguns attached
               to their hogs. 
               They OPEN FIRE.

               Padm� flies at full speed and banks and swerves to evade the
               shooting bikers. 
               Several blasts hit her speeder.

               Padm� takes a turn and flies into a sky-alley high above the
               surface. 
               The bikers follow. 
               She made a mistake - it's a DEAD END. A wall looms up ahead
               of her. 
               She HITS the BREAKS and makes a sharp 180 degree turn. 
               She accelerates and now ZOOMS straight at the bikers - who
               fly out of the way. 
               Padm� SCRAPES one with her car.

               Padm� flies away and the bikers turn around and follow her.

               One biker is on her tail - she HITS the BREAKS and the
               speeder-bike SLAMS into the backside of the car - CATAPULTING
               the poor biker - he FLIES over the front of his bike and
               LANDS on top of Padm�'s car.

               Screaming in anger, the biker pulls a LASER-DAGGER and starts
               cutting into the roof of the car. 
               Padm� DUCKS to avoid the piercing blade, grabs something
               under her coat, pulls it out - it's a small BLASTER. 
               She SHOOTS up - FLASH, FLASH - the injured biker FLIES off
               the car and FALLS down a hundred stories, screaming.

               His three buddies continue the chase and fire relentlessly at
               the battered vehicle.

               Padm� is forced into a side way by the blasts - that start to
               rip apart the slender sports-speeder. 
               Another DEAD END.
               But this time she's approaching an APARTMENT BUILDING with
               windows.
               There is no turning back. 
               She makes a decision, ACCELERATES, SCREAMS, closes her eyes -
               And BREAKS through one of the big windows,
               FLIES inside the building,
               through the bedroom of TWO LOVERS (one human, one alien),
               through a weak wall,
               through a hallway,
               through another wall,
               through an alien HUTT's living room,
               and out again through another window.

               Amazingly the three bikers FOLLOW her. 
               They zoom through the building, but one biker HITS a wall
               instead of flying through one of the holes. 
               Two down, two to go.

               Padm�'s car is a flying wreck. 
               On the display Padm� can see that the car soon will be a
               crashed wreck. 
               Its systems are failing, the engines sputter... She's slowing
               down.

               One biker comes flying next to her, and points a blaster at
               her. 
               Padm� then SWINGS open the door, causing the biker to lose
               his weapon. 
               He moves out of the way. 
               The biker comes back up... Padm�'s speeder gives up - the
               engine dies down and the speeder starts falling. 
               She JUMPS out of the car and CLINGS on to the speeder bike.

               While her car tumbles down and EXPLODES against a building,
               Padm� HOISTS herself up behind the biker on his speeder-bike.
               The biker tries to hit her with his elbow, but Padm� holds
               on. 
               The bike is out of control as the two fight, followed by the
               hog leader. 
               The biker is too strong for Padm� - she can't throw him off.
               But the ugly alien is taller than the girl - and too busy
               fighting her to notice that they're approaching an
               OVERHANGING BILLBOARD.
               BANG!
               The speeder-bike flies on, Padm� on the back, HEADLESS biker
               on the front. 
               Padm� winces and throws off the decapitated body and takes
               control of the bike.

               Laser blasts around her - the hog leader is on her tail, and
               he's ticked off.

               Padm� tries to lose the much more experienced biker. 
               They ZOOM through traffic; 
               over a large open spaceship landing area - barely avoiding
               the deadly engine blasts from a landing CARGO SHIP as they
               fly UNDERNEATH it; 
               SKIM the surface of the city planet - people dive out of the
               way; 
               making TIGHT turns, STEEP dives and SICKENING pull-ups.

               Finally the biker gets in some good shots and HITS Padm�'s
               bike. 
               Padm� FLIES out of control straight into a TUNNEL, barely
               missing a COMMUTER TRAIN that's entering it. 
               The biker FOLLOWS. 
               Padm� HITS the sidewall of the tunnel and is out of control.
               She's above and beside the commuter train as they speed
               through the tunnel. 
               She JUMPS off the bike and FALLS on the top of the train. 
               She HANGS on for dear life, as her bike CRASHES and BLOWS up
               inside the tunnel.

               The biker sees it and gets closer, looks at her - then looks
               ahead - straight into the HEADLIGHTS of an oncoming train.

               WOOOOOOOOM!

               The biker is gone. 
               Padm� hangs on.

               INT. COMMUTER TRAIN, CART

               Through a hatch in the top, Padm� climbs down into one of the
               train carts. Several COMMUTERS look at her in surprise. 
               The exhausted girl slumps down in a seat.

                                   PADME
                         Can't beat public transportation.

               EXT. CORUSCANT, JEDI TEMPLE - DAWN

               A new day. The sun shines weakly on the great Jedi Temple.

               INT. JEDI TEMPLE, HALLWAY - DAWN

               Obi-Wan and Anakin stand in a hallway in the Jedi Temple.
               JEDI of all sorts go around their business.

                                   OBI-WAN
                         I'm not allowed to train you yet,
                         Anakin, so I want you to watch the
                         other Jedi, learn about their way
                         of life, and be mindful.
                         Always remember, your focus
                         determines your reality.

                                   ANAKIN
                         Can't I just go with you?

                                   OBI-WAN
                         It's too dangerous, Anakin. You're
                         in good hands here.

                                   ANAKIN
                         If it's too dangerous, nobody
                         should go.

                                   OBI-WAN
                         A Jedi has to do his duty, and what
                         the others do is up to them to
                         decide.

                                   ANAKIN
                         Then what if I decide to come with
                         you?

               Obi-Wan laughs and pats Anakin on the back.

                                   OBI-WAN
                         Just relax. I'll be back soon.

               Obi-Wan turns and starts to walk to an exit.

                                   OBI-WAN (CONT'D)
                         And try not to get in any trouble.

               Obi-Wan walks away, watched by Anakin. 
               Once Obi-Wan is gone, Anakin looks around. 
               He spots a group of PEOPLE on a veranda. 
               He walks their way.

               INT. JEDI TEMPLE, TRAINING VERANDA

               Anakin stops and observes the group from a distance. 
               TEN or so SIX YEAR OLDS are doing training exercises,
               supervised by Yoda. 
               They wear helmets over their eyes, and try to strike little
               TRAINING DROIDS with their miniature lightsabers. The droids
               dance in front of them.

                                   YODA
                         Don't think... feel... be as one
                         with the Force. Help you, it will. 

               The children continue. Some of them manage to deflect the
               weak rays shot by the droids.

                                   YODA (CONT'D)
                         Yes, good, good. Use your
                         instincts. Feel what you must do.
                         Let the Force guide you.

               Anakin hears these words, and thinks.

               INT. PRIVATE DOCKING BAY (CORUSCANT) - DAWN

               TECHNICIANS are busy in a private docking bay where a sleek
               silver spacecraft stands. Jango and the mercenaries are
               present, loading crates into the ship. 
               Padm�, Bail Organa, and R2-D2 enter the docking bay. 
               Dooku and Obi-Wan walk towards the ship.

                                   OBI-WAN
                         I'm glad you are joining me,
                         Master.

                                   DOOKU
                         Together we shall face the dark
                         warrior, should she dare show
                         herself.

               They meet up with Padm� and Bail.

                                   DOOKU (CONT'D)
                         Milady, it is our pleasure to serve
                         and protect you.

                                   PADME
                         I welcome your help, master Dooku.
                         Last night it became very clear the
                         Trade Federation will stop at
                         nothing to destroy its enemies.

                                   OBI-WAN
                         I promise you Padm�, we will
                         protect you.

               Padm� turns to Bail Organa.

                                   PADME 
                         Thank you for the ship, senator
                         Organa. I truly appreciate your
                         support.

                                   BAIL ORGANA
                         Padm�, are you sure you want to do
                         this?

                                   PADME
                         I've made my decision, Bail.

                                   BAIL ORGANA
                         Then may the Force be with you.

               Obi-Wan looks at Jango and the mercenaries entering the
               transport.

                                   OBI-WAN
                         Extra protection?

                                   PADME
                         And then some.

               Padm� and Artoo board the craft. 
               Obi-Wan turns to Dooku.

                                   OBI-WAN
                         I've got a bad feeling about this.

               The two Jedi get on board.

               EXT. CORUSCANT, HANGAR BUILDING - DAWN

               The silver ship flies out of an opening in the side of a
               building and zooms up.

               EXT. SPACE, CORUSCANT

               The transport zooms away from Coruscant.

               EXT. SPACE, FEDERATION FLEET

               The command ship and other craft are still in orbit over
               Naboo.

               INT. FEDERATION STATION, HANGAR

               Darth Keel enters her ship, which is parked in a hangar.

               INT. SITH INFILTRATOR, PASSENGER HOLD

               Darth Keel enters the passenger hold and steps on a holo
               projection pad. 
               Before her, a large hologram of DARTH SIDIOUS appears, his
               face unclear, darkened by the shadows and his cloak. 
               Keel bows.

                                   DARTH SIDIOUS
                         The queen's sister is on her way,
                         in the companionship of two Jedi.
                         Deal with them.

                                   DARTH KEEL
                         As you wish, my Master. The clone
                         forces are ready to invade Naboo,
                         my Lord.

                                   DARTH SIDIOUS
                         Destroy all resistance, eliminate
                         all high ranking officials, then
                         dispose of the queen.

                                   DARTH KEEL
                         Yes, my Master.

                                   DARTH SIDIOUS
                         You have done well, Lady Keel. Soon
                         we will take the next step on the
                         path to galactic dominion...and the
                         annihilation of the Jedi Order!

               EXT. HYPERSPACE

               The silver Organa starship moves through the warped dimension
               of hyperspace.

               INT. ORGANA STARSHIP, CARGO HOLD

               Jango is checking some equipment. Obi-Wan and Dooku are also
               present.

                                   OBI-WAN
                         I'm not so sure about these
                         mercenaries. Can we trust them?

                                   JANGO
                         How can you trust me? As long as
                         they get paid, they'll do their
                         job.

                                   OBI-WAN
                         Even if it gets them killed?

                                   JANGO
                         They're professionals.

               Jango exits.

                                   OBI-WAN
                         Mercenaries. We don't need their
                         kind!

                                   DOOKU
                         I believe young Padm� has planned
                         for more than a symbolic return to
                         her planet.

                                   OBI-WAN
                         We are here to protect her, not to
                         fight a war for her.

                                   DOOKU
                         We will join her on her quest to
                         liberate her people, Obi-Wan.

                                   OBI-WAN
                         But Master -

                                   DOOKU
                         This is the calling of a Jedi, Obi
                         Wan. We strive for peace and
                         justice in the galaxy. The people
                         of Naboo cry out to us for help.
                         This is the kind of situation the
                         Jedi Order was created for.

                                   OBI-WAN
                         But the Council -

                                   DOOKU
                         What is more important, my young
                         Jedi? To follow the rules and
                         restrictions of a corrupt body like
                         the Galactic Senate, or to bring
                         freedom to the repressed? This is
                         the Will of the Force, and we must
                         follow it.

               Obi-Wan nods slowly, unsure. 
               Dooku smiles and walks to a storage compartment.

                                   DOOKU (CONT'D)
                         And apparently it was also the Will
                         of the Force that a young man snuck
                         on board to join us on this quest.

               He opens the compartment - to reveal Anakin!

                                   OBI-WAN
                         Anakin! You were supposed to stay
                         on Coruscant!

                                   ANAKIN
                         Sorry, but I felt I had to come
                         along. I just couldn't -

                                   OBI-WAN
                         This is too dangerous, you can't...
                         master Yoda...

               Anakin looks down in shame. Dooku puts his hand on Obi-Wan's
               shoulder to calm him.

                                   DOOKU
                         It will be fine. Just stay close to
                         us, young Skywalker.

               EXT. SPACE, NABOO

               The Trade Federation station. 
               The other spaceships are flying away to different positions
               around the planet Naboo.

               INT. FEDERATION STATION, CONFERENCE ROOM

               Nute Gunray stands at the end of a long table. Around it sit
               Darth Keel, Prime Minister Hoak, and several FEDERATION
               OFFICIALS. Sab� sits at the other end. TWO GUARDS stand
               behind her.

                                   NUTE GUNRAY
                         Now the time has arrived to restore
                         order to Naboo. Once it becomes
                         clear that striking a deal with the
                         Trade Federation will reap massive
                         benefits, I am convinced many more
                         systems will follow Naboo and leave
                         the Republic. Then we can form a
                         new bond. A Confederacy...comprised
                         of those that embrace freedom...the
                         freedom of commerce!

                                   SABE
                         Once the other systems realize how
                         you oppress my people, they will
                         turn against you!

                                   NUTE GUNRAY
                         So young and naive. Dear girl, once
                         the other commerce organizations
                         see just how much profit we make,
                         they will gladly join our cause.
                         Many systems will have no choice
                         but to join us. They are much too
                         dependant on the powers of money.

               Nute seems to focus on something far away.

                                   NUTE GUNRAY (CONT'D)
                         I have a dream... A dream of a
                         Galaxy where people of all races
                         will join together in hard
                         work...where the BANKING CLAN will
                         gladly invest...where The MINING
                         GUILD will dig the soils for raw
                         materials...where the COMMERCE
                         GUILD will turn those into
                         goods...and where my TRADE
                         FEDERATION will ship those to the
                         furthest reaches of infinity!

                                   SABE
                         You're mad.

                                   NUTE GUNRAY
                         The laws and regulations of the
                         Republic will be a thing of the
                         past. At last we shall exploit
                         without restraint.

                                   SABE
                         You exploit the people, their
                         planets, their future! They will
                         resist, they'll fight back!

                                   NUTE GUNRAY
                         How can they? They need us...but
                         just in case...
                             (turns on a transmitter)
                         Mister Haaku, begin landing our
                         troops.
                             (to Sab�)
                         Now, Your soon to be terminally ill
                         Highness, you shall see my clone
                         army in action!

               INT. FEDERATION STATION, CLONE BAY

               The CLONE STASIS BAY as seen in the previous episode. 
               The stasis pods are activated. 
               The NEIMODIAN ZOMBIE-CLONES come to life. 
               The pods OPEN and the Living Dead RISE up and STEP out. 
               From racks ARMOR and EQUIPMENT move to the clones, and they
               are dressed almost instantly. 
               They line up on a CONVEYER BELT and take WEAPONS from a
               DISPENSING MACHINE. 
               It's a highly efficient, if not slightly comical, war
               machine.

               INT. FEDERATION STATION, MAIN HANGAR BAY

               The clone soldiers line up in front of huge LANDING CRAFT and
               get inside.

               EXT. SPACE, FEDERATION STATION

               The massive landing craft, escorted by FIGHTERS and joined by
               other TRANSPORTS, exit the hangar arms of the massive space
               station, and fly towards the planet. 
               From other ships more craft descent.

               INT. FEDERATION STATION, CONFERENCE ROOM

               Nute, Sab�, and the others look out through the window as the
               ships invade Naboo. 
               Nute is proud and confident. 
               Keel observes it with a satisfied look on her face. 
               Sab� is sad. She turns to Prime Minister Hoak.

                                   SABE
                         Have you no shame?

                                   PRIME MINISTER HOAK
                         This is progress, Your Highness.

                                   SABE
                         Only for you.

               INT. ORGANA STARSHIP, COCKPIT (HYPERSPACE)

               Jango and Obi-Wan are at the controls of the silver ship.
               Anakin, Padm� and Dooku are also in the cockpit. 
               Through the windows we can see the swirling universe of
               hyperspace.

                                   PADME
                         You shouldn't have snuck on board,
                         Anakin. It's too dangerous.

                                   ANAKIN
                         I thought you would be glad to see
                         me.

               Padm� sighs, unsure what to say to the fourteen year old boy.

                                   OBI-WAN
                         We'll exit hyperspace as close to
                         the planet as possible.

                                   ANAKIN
                         Isn't that dangerous?

                                   JANGO
                         Yes.

               Artoo bleeps a worried bleep. 
               A signal sounds...and sounds...and sounds... 
               Padm� holds her breath. 
               Obi-Wan concentrates. Finally Obi-Wan pushes the hyperspace
               lever and the swirling clouds turn to streaking stars and
               then the ship BLASTS into normal space. 
               The planet Naboo fills the screen - together with several
               Trade Federation craft!

               EXT. SPACE, NABOO - CONTINUOUS

               The Organa starship blasts past several Federation LANDING
               CRAFT and TRANSPORTS. A BATTLECRUISER flies nearby. 
               The sleek ship banks to avoid a bunch of transports.

               INT. ORGANA STARSHIP, COCKPIT - CONTINUOUS

               The crew is surprised to be in the middle of a bunch of enemy
               ships.

                                   JANGO
                         Ho! Raise shields!

                                   ANAKIN
                         What are those?!

                                   OBI-WAN
                         Federation craft.

                                   DOOKU
                         It's an invasion force.

               Suddenly an explosion hits the ship.

                                   JANGO
                         Strap yourselves in!

               EXT. SPACE, NABOO - CONTINUOUS

               The Organa starship zooms ahead of the slower Federation
               ships, but the battlecruiser has targeted the small ship and
               BLASTS at it with its laser cannons.

               INT. ORGANA STARSHIP, COCKPIT - CONTINUOUS

               The crew, strapped into their seats, is in upper
               concentration.

                                   JANGO
                         We're much faster. Out of their
                         range soon.

               Another blast ROCKS the ship. Smaller laser blasts shoot by.
               Blips appear on a display.

                                   OBI-WAN
                         Fighters!

                                   ANAKIN
                         They're fast enough, right?

               Artoo bleeps the affirmative.

               EXT. SPACE, NABOO

               The silver ship is being pursued by SIX Z-95 FEDERATION
               FIGHTERS, piloted by CLONE-PILOTS. 
               The small fighters relentlessly fire on the larger ship as it
               zooms towards the planet below.

               The silver ship's shields are pelted by laser blasts.

               INT. ORGANA STARSHIP, PASSENGER HOLD

               In the ship's passenger hold, the five mercenaries have
               strapped themselves in their seats, and hold on as the ship
               is rocked by the blasts.

               INT. ORGANA STARSHIP, COCKPIT

               Jango and Obi-Wan steer the craft to the planet, and spin it
               around its axes to confuse the fighters.

                                   JANGO
                         Activate counter-measures.

               Obi-Wan pushes some buttons on a console.

               EXT. ORGANA STARSHIP, SPACE, NABOO

               Two small MISSILE-LAUNCHERS are extended from the inside of
               ship and appear on top of the front of the craft. 
               Then several small MISSILES are launched - leaving a smoke
               trail behind. 
               The missiles shoot back and swerve and twirl - then EXPLODE
               in a blinding FLASH amidst the Federation fighters.

               TWO fighters EXPLODE; two others come flying out of the
               explosion and the cloud of smoke; and the last two manage to
               evade the exploding missiles.

               Another volley of missiles - the fighters bank out of the way
               - one EXPLODES and another TUMBLES out of control, damaged.

               Only two fighters remain, as the Organa starship enters
               Naboo's atmosphere.

               INT. FEDERATION STATION, CONFERENCE ROOM

               Nute, Keel, Hoak, Sab�, and the others are still in the
               conference room. 
               The communication system crackles.

                                   BRIDGE COMMANDER (V.O.)
                         President Gunray, Section Eleven
                         reports it is engaging an unknown
                         vessel that entered the system at
                         its location.

                                   DARTH KEEL
                         The Jedi.

               Sab� looks up, hopeful and anxious.

                                   NUTE GUNRAY
                         Don't get your hopes up, Your
                         Highness. They stand no chance
                         against our fighters.

               EXT. NABOO, ATMOSPHERE - DAY

               The Organa starship dives down in the Naboo sky, two
               Federation fighters on its tail.

               INT. ORGANA STARSHIP, COCKPIT

               Jango pulls the ship up and it skims over the tree tops of a
               giant forest. Trees are blown away as the fighters continue
               their assault.

               EXT. ORGANA STARSHIP (NABOO) - DAY

               Laser blasts from the fighters HIT the silver ship and BLOW
               away the missile-launchers. 
               The ship is on fire.

               INT. ORGANA STARSHIP, COCKPIT - CONTINUOUS

               Alarms go off.

                                   OBI-WAN
                         Shield's gone!

                                   ANAKIN
                         We're on fire!

               Another blast.

                                   JANGO
                         Engine one is hit.

               Jango works the controls to shut down the engine. 
               Dooku looks worried. 
               The kids hang on in their seats.

               EXT. ORGANA STARSHIP (NABOO) - CONTINUOUS

               The left engine is on fire, then shuts down.

               The two fighters continue to fire at the ship, hitting it and
               the trees below.

               The ships approach a group of mountains.

               INT. ORGANA STARSHIP, COCKPIT - CONTINUOUS

               The mountains loom up ahead.

                                   JANGO
                         Maybe we can shake them off...

                                   PADME
                         We're too big!

               EXT. NABOO, MOUNTAIN PASS - CONTINUOUS

               The bigger ship turns on its side and blasts through a narrow
               passage in between two mountains. 
               The much smaller fighters have no trouble following it.

               INT. ORGANA STARSHIP, COCKPIT - CONTINUOUS

               Jango is disappointed to still see two blips on his display.

                                   PADME
                         Well, that didn't do much good.

               Annoyed, Jango is about to respond, when suddenly one of the
               blips disappears.

                                   OBI-WAN
                         One's gone.

                                   PADME
                         How?

               EXT. ORGANA STARSHIP (NABOO) - CONTINUOUS

               From an open hatch in the top of the ship mercenary Duurge
               aims a shoulder-held PROJECTILE-LAUNCHER at the last fighter.
               He fires - a PROJECTILE zooms away - and the Federation
               fighter is HIT and tumbles to the ground in flames.

               INT. ORGANA STARSHIP, COCKPIT

               The crew sighs in relief.

                                   PADME
                         Told you they'd come in handy.

               EXT. NABOO, FOREST - DAY

               The silver ship flies over the treetops and follows the flow
               of a river. 
               The ship then flies even lower and zooms past the trees over
               the river.

               INT. ORGANA STARSHIP, COCKPIT

               Padm� lunges over Jango's shoulder.

                                   PADME
                         Yes, good. Stay this low.

                                   JANGO
                         Sure, straight into that waterfall.

               They approach a waterfall. It's the end of the river on this
               level.

                                   PADME
                         That's the idea...

               EXT. NABOO, WATERFALL - DAY

               Amazingly, the starship carefully flies straight through the
               falling water and disappears in the mountain the waterfall is
               flowing from.

               INT. NABOO, WATERFALL CAVE - CONTINUOUS

               The sleek ship extends its landing-gear and touches down
               inside a big cave. 
               Behind it, the water provides a natural curtain.

               The ramp is lowered, and Padm� and the rest of the crew and
               passengers exit the ship.

                                   ANAKIN
                         Wow!

                                   DOOKU
                         A hidden hangar. Impressive.

                                   OBI-WAN
                         How did you know about this place?

                                   PADME
                         It belongs to the people we'll
                         visit. The people that can help us.

               EXT. NABOO, THEED - DAY

               A large convoy of Federation TANKS and TROOP-TRANSPORTS moves
               through the streets of Theed, the capital of Naboo. The
               convoy is escorted by FIGHTERS and CLONE-SOLDIERS on one-man
               STAPS: flying gun platforms.

               A Federation SHUTTLE passes over the troops.

               EXT. NABOO ROYAL PALACE, COURTYARD - MOMENTS LATER

               The Federation shuttle lands in the middle of the courtyard
               of the royal palace. 
               CLONE TROOPS stand at attention, as well as NABOO SECURITY
               FORCES loyal to their Prime Minister. 
               Several groups of Naboo CITIZENS and OFFICIALS are being led
               away by the troops. 
               Rune Haaku waits near the shuttle.

               The ramp of the shuttle lowers and Nute Gunray comes out. 
               He walks to Rune and looks around.

                                   NUTE GUNRAY
                         Ah, victory.

               Darth Keel follows with Hoak behind her. 
               Sab� is then escorted out of the shuttle by TWO GUARDS. 
               Sab� sees the Naboo citizens being led away. She turns to
               Prime Minister Hoak.

                                   SABE
                         How could you do this to your own
                         people?

               The Prime Minister looks the other way.
               Behind them, TECHNICIANS unload a CONTROL DEVICE from the
               shuttle. It is the device used by Gunray to control the
               clones in the previous episode. 
               The group begins to walk to the main palace building.

                                   DARTH KEEL
                         What about the ship that broke
                         through?

                                   RUNE HAAKU
                             (nervous)
                         It...got away, but we are searching
                         for it.

                                   DARTH KEEL
                         Intensify the search.

               INT. ROYAL PALACE, MAIN ENTRANCE

               The party enters the royal palace. Nute turns to Hoak.

                                   NUTE GUNRAY
                         Together we shall soon have
                         restored law and order, my friend.

                                   PRIME MINISTER HOAK
                         What about the queen?

               Nute turns to the guards escorting Sab�.

                                   NUTE GUNRAY
                         Take her to her bedroom. She's been
                         through a lot recently. I shall
                         examine her personally, and...
                         probe... her for any...terminal
                         illnesses...

                                   SABE
                             (scared)
                         No...

               Sab� tries to get away but bumps into Lady Keel. The wicked
               Lady of the Sith grabs Sab� and licks some make-up off her
               face.

                                   SABE (CONT'D)
                         Ugh.

               EXT. NABOO, FOREST - LATE DAY

               Padm�, Obi-Wan, Dooku, Artoo, and Anakin make their way
               through the strange, almost magical forest.

                                   OBI-WAN
                         Is it wise to leave Jango and his
                         men behind with the ship?

                                   DOOKU
                         I do not believe they will betray
                         us.

                                   OBI-WAN
                         I just don't trust him. And I just
                         don't see how this forest business
                         is going to help us.

                                   ANAKIN
                         How much further is it?

                                   PADME
                         Just a little more. We're almost
                         there...I think.

                                   ANAKIN
                         You already said that the last time
                         I asked.

                                   PADME
                         Then don't ask.

               They hear an unknown animal howling.

                                   ANAKIN
                         Sounds big.

               Artoo whimpers.

                                   PADME
                         Don't be afraid. The beasts of the
                         forests are the friends of the
                         witches.

                                   OBI-WAN
                         Witches! I can't believe this!

                                   DOOKU
                         Open your mind, Obi-Wan. You may
                         learn something once we find them.

               They arrive at the bank of a stream. Padm� seems unsure where
               to go.

                                   ANAKIN
                         Which way now?

                                   PADME
                         I'm not sure...maybe at the other
                         side, I don't know.

                                   DOOKU
                         Obi-Wan, jump over and see if
                         there's anything behind that hill.

               Obi-Wan sighs and walks to the bank of the stream, then FORCE
               LEAPS over it. 
               Anakin is amazed. 
               Once on the other side, Obi-Wan walks into the forest.

               EXT. FOREST, RAVINE (NABOO) - LATE DAY

               Obi-Wan reaches the top of the hill and walks down. 
               There's a deep ravine in front of him. 
               On the other side, a strange ANCIENT FACE is carved out in a
               rock.

                                   OBI-WAN
                         Aha.

               Obi-Wan walks up to the ravine: A small, crappy, bridge is
               conveniently placed over it. 
               Obi-Wan carefully steps on it, then is alerted to something. 
               He pulls his lightsaber.

                                   GATE KEEPTRESS (O.S.)
                         None shall pass!

               An athletic black WOMAN in her late twenties appears from
               behind some trees, and approaches the bridge from the other
               side. 
               She is scantily dressed, but also completely body-painted.
               Weird symbols cover her body. 
               This GATE KEEPTRESS is a true amazonian warrior babe.

                                   OBI-WAN
                         I am Obi-Wan Kenobi, Jedi Knight. I
                         am here with -

                                   GATE KEEPTRESS
                         You lie.

                                   OBI-WAN
                         I assure you, I am quite honest.

                                   GATE KEEPTRESS
                         Prove it.

               The woman pulls an ancient LASERSWORD from her belt and
               switches it on. 
               With her other hand she activates a small LASERSHIELD. 
               Obi-Wan is surprised. 
               The woman steps on the small bridge and takes a fighting
               stance - sword and shield ready.

                                   OBI-WAN
                         You are not a Jedi.

                                   GATE KEEPTRESS
                         And you are?

               Obi-Wan responds by raising his saber and walking up to the
               woman. 
               She SWINGS her saber and the two CLASH. 

                                   GATE KEEPTRESS (CONT'D)
                         Hayaa!

               Obi-Wan's saber blows against the lasershield. 
               Obi-Wan drives the woman back, although her technique is
               good. 
               It is a quick, cool fight. 
               Despite that Obi-Wan is better, he seems to be holding
               back...merely driving the strange lady back.
               The beautiful woman is finally driven off the bridge and
               stands back on the cliff. Obi-Wan is about to continue, but
               she deactivates her weapons and raises a hand.

                                   GATE KEEPTRESS (CONT'D)
                         Enough.

               Obi-Wan is puzzled.

                                   GATE KEEPTRESS (CONT'D)
                         I apologize, Jedi Knight, but I had
                         to be certain. You could have been
                         an imposter.

                                   OBI-WAN
                         Like you.

                                   GATE KEEPTRESS
                         You may pass, with your companions.

               Obi-Wan is still puzzled, but switches off his saber and
               turns around to go get the others. 
               He stops as he already sees them coming over the hill.
               Anakin, Padm� and Artoo are wet.

                                   PADME
                         We found them!

               EXT. WITCH VILLAGE (NABOO) - LATE DAY

               The Gate Keeptress leads the group of heroes to a small
               primitive village. 
               There are huts and tents, as well as small tree-houses and
               several caves. 
               Big statues carved out of rocks surround the place. 
               There appears to be no modern technology at all.
               Anakin looks around. 
               All the PEOPLE in the camp are FEMALE. Human and alien, but
               clearly female.
               Most have body-paint on them, and few clothes. Beads around
               their necks, leafs in their hair. 
               They look primitive and wild.
               Strange whale-like animals with wings fly over them, with
               amazones riding them. These animals are called AIWAs.

               THREE OLDER WOMEN come out of one of the caves. 
               They wear make-up that is somewhat similar to that of the
               queen. 
               The group stops before them. 
               The Gate Keeptress whispers something to the middle one of
               the three women. 
               Padm� steps forward and bows. 
               The old woman in the middle, GAIASE, speaks.

                                   GAIASE
                         One of our children has returned,
                         but she is not alone. Why did you
                         bring these males to our sacred
                         grounds, Padm� Naberrie?

                                   PADME
                         Oh Great Mother, I wish not to
                         offend. I seek help, and I bring
                         these Jedi as my trusted
                         protectors.

               Gaiasa laughs.

                                   GAIASE
                         Protection from Jedi! How
                         charmingly naive.

               She looks at Dooku.

                                   GAIASE (CONT'D)
                         Welcome in our midst once again,
                         Master Dooku. It has been a while.

               Obi-Wan and the others are surprised. Dooku smiles and bows
               slightly.

                                   DOOKU
                         I greet you, Great Mother Gaias�.
                         You look well.

                                   GAIASE
                         Flattering no longer works with me.
                         As before, you seek only knowledge!

                                   PADME
                         We seek help. Sab�, our queen, has
                         been captured. Naboo has been
                         invaded. Time is short. Have you
                         heard of any kind of resistance? We
                         must team up with as many -

                                   GAIASE
                         The evil we face is darker than you
                         think, my child. Be prepared for
                         it, or doom shall be upon us all.

                                   OBI-WAN
                         What is this all about? This is
                         stupid! What do they know?!

                                   GATE KEEPTRESS
                         Great Mother, this one is sharp
                         with the tongue as well as with the
                         sword. Can I have him?

                                   OBI-WAN
                         What?!

                                   GAIASE
                             (laughing)
                         Young temptress, a Jedi may pass
                         the boundaries of our sacred
                         grounds, yet not the boundaries set
                         by their own Order.
                             (to Anakin)
                         A pity, wouldn't you say, young
                         man?

                                   ANAKIN
                         Huh?

                                   GAIASE
                         Come now, young Padm�. The sight of
                         your garments makes me ill. Shed
                         those and your worries. A mud bath
                         shall do you good.

               Gaias� turns to the female guards.

                                   GAIASE (CONT'D)
                         Take those males into the caves,
                         and keep them there, so that they
                         may not distract the young ones
                         from their chores.

               Padm� walks away with the elders. Obi-Wan, Anakin, Dooku, and
               Artoo are led to a cave by the Gate Keeptress and others.

               INT. ANCIENT SITH CAVERN - EVENING

               Obi-Wan, Anakin and Dooku are inside a cave, which is lit by
               torches. 
               Obi-Wan and Dooku study the strange symbols and figures that
               are drawn on the walls.  
               SEVERAL GUARDS, all strong young women, keep an eye on them.
               The Gate Keeptress stands close to Obi-Wan. 
               Anakin wipes some mud off Artoo-Detoo.

                                   ANAKIN
                         What is this place?

               Artoo bleeps.

                                   OBI-WAN
                         Master Dooku, you've been here
                         before?

                                   DOOKU
                         Many years ago. I came here to
                         study the ancient Sith. Many
                         centuries ago places like these
                         were used by the Sith Order. Look,
                         these markings on the walls:
                         ancient Sith Hieroglyphics.

               Obi-Wan and Anakin look at the symbols on the walls.

                                   DOOKU (CONT'D)
                         This Witch movement has grown out
                         of an ancient cult led by the Sith
                         Lords. Of course these days they
                         are more peaceful worshippers of
                         nature and knowledge.

                                   OBI-WAN
                         They seem knowledgable about the
                         Force.

                                   DOOKU
                         Only the high priestesses really,
                         but not like Jedi of course. They
                         are quite harmless.

               The Gate Keeptress adjusts the lasersword hilt on her belt.
               Obi-Wan turns to her.

                                   OBI-WAN
                         Those weapons look old.

                                   GATE KEEPTRESS
                         They are.

                                   OBI-WAN
                         I could have easily killed you, you
                         know.

                                   GATE KEEPTRESS
                         Yet you didn't. Your powers and
                         your compassion made it clear you
                         are a Jedi.

                                   OBI-WAN
                         What else could I be?

                                   GATE KEEPTRESS
                         A Sith.

                                   OBI-WAN
                         Don't you believe the Sith are
                         extinct?

                                   GAIASE (O.S.)
                         How could we? It is here that their
                         return began.

               Gaiasa, the other elders, and Padm� come in. 
               Padm� is now dressed in a light, silk garment. She has leafs
               and flowers in her loose hair and she wears a bead necklace.
               She comes bare-footed and has some bodypaint on her arms.
               Anakin can't keep his eyes off her.

                                   ANAKIN
                         You look...different.

                                   PADME
                         You like?

               Anakin sheepishly nods 'yes'. 
               They all sit down.

                                   DOOKU
                         The Sith have returned. A former
                         apprentice of mine was killed by
                         one, I am certain of that. What is
                         it that led to their return after
                         all this time?

                                   GAIASE
                         Many years ago one of our High
                         Priestesses, whose name shall never
                         again be mentioned, strove to find
                         a deeper knowledge in the ancient
                         writings and artifacts of the Sith
                         and their underlings. Our ancestors
                         had always warned against the
                         dangers this ancient knowledge
                         could unleash, yet she took no
                         heed. Her wisdom was great, and she
                         was kind of hearth, but then she
                         changed.

                                   ANAKIN
                         What happened?

               Obi-Wan motions for Anakin to be silent. The old woman
               laughs.

                                   GAIASE
                         Inquisitive minds want to know, but
                         a clear answer evades us.

               Anakin listens intently.

                                   GAIASE (CONT'D)
                         When she left, to parts unknown,
                         she took with her several ancient
                         artifacts - including our most
                         precious...

                                   PADME
                         The Kyber Crystal!

                                   OBI-WAN
                         The Kyber Crystal?!

               Dooku silences Obi-Wan.

                                   GAIASE
                         That is not all she took with her.
                         For she was with child...and the
                         spirit of this defenseless unborn
                         was murdered! 
                         Its vessel possessed by the Evil
                         that was imprisoned inside the
                         Crystal - the Evil unleashed by
                         this foolish woman. Unleashed to
                         bring darkness upon us all!

                                   OBI-WAN
                         I've heard the story of the Kyber
                         Crystal. Master Yoda tells it to
                         the children.
                             (to Dooku)
                         We don't have time for folklore
                         tales...

                                   PADME
                         It is true. As Queen of Naboo, Sab�
                         is the Keeper of the Crystal, to
                         carry it in ceremony...but she
                         never could...because it was lost
                         long before her time...stolen from
                         these sacred grounds!

                                   OBI-WAN
                         That doesn't mean someone lived
                         inside it and got out.

                                   GAIASE
                         Ah! This impudent knight makes my
                         bones ache! Silence him, Dooku, or
                         we will.

                                   DOOKU
                         The Kyber Crystal was used by a
                         Dark Lord of the Sith. When he was
                         defeated by a Jedi Knight he used
                         the Crystal to preserve his
                         essence...or so the story goes.

                                   GAIASE
                         Defeated by a female named
                         Skywalker.

                                   OBI-WAN
                             (mocking)
                         Obviously a female.

                                   ANAKIN
                         Skywalker?! Hey, Obi-Wan, is this
                         my famous Jedi ancestor you talked
                         about?

                                   GAIASE
                         You are a Skywalker?!

               This causes a stir amongst the elders. They confer,
               whispering. Anakin is surprised.

                                   GAIASE (CONT'D)
                         Perhaps the Prophecy is true.
                         Perhaps the circle will be
                         completed...

                                   ANAKIN
                         Prophecy?

                                   OBI-WAN
                         Enough of this. With all respect,
                         'Great Mother', Jedi history is
                         filled with legends and tales...and
                         I'm sure your cult has come up with
                         some fine stories of its own.

                                   GAIASE
                         Bury your head in the sand of
                         disbelief then. You were convinced
                         the Sith had returned, but you do
                         not believe how?

                                   OBI-WAN
                         What does it matter? Just tell us
                         where we can find this mother and
                         child and we'll deal with them.

                                   GAIASE
                         We don't know what happened to
                         them, but it is clear the evil has
                         returned!

                                   OBI-WAN
                         Okay...well...look at the time!
                         We'd better go. Thanks for the tea.

               Obi-Wan gets up.

                                   PADME
                         We will stay the night. Tomorrow,
                         my sisters will help us contact the
                         resistance.

               Obi-Wan sighs and gives up. He walks out. 
               Anakin isn't sure what to do. 
               Dooku smiles.

                                   GAIASE
                         Dooku, how is it possible the Jedi
                         Order has survived this long with
                         knights like that?

               Dooku laughs quietly.

                                   DOOKU
                         Do not underestimate Obi-Wan. I
                         wish more Jedi were like him.

               EXT. WITCH VILLAGE (NABOO) - NIGHT

               A few campfires and torches illuminate the camp. A few
               witches walk around the place.

               EXT. WITCH VILLAGE, ROCKFACES (NABOO) - NIGHT

               Anakin climbs up on one of the big rock-faces that litter the
               site. 
               There he finds Padm�, lying on the top of the giant head,
               gazing at the stars above.

                                   ANAKIN
                         There you are.

                                   PADME
                         Hey. 

               Padm� motions for Anakin to lie down beside her. Beside her,
               Anakin looks up at the stars.

                                   PADME (CONT'D)
                         There are so many.

                                   ANAKIN
                         You think someone visited them all?

                                   PADME
                         I doubt it.

                                   ANAKIN
                         Then I want to be the first.

               Padm� looks at Anakin.

                                   PADME
                         Everything seems so peaceful now.

               Anakin meets her gaze.

                                   ANAKIN
                         Are you a witch?

               Padm� laughs.

                                   PADME
                         I was taken in when I was orphaned
                         and very young, but then I was
                         adopted by the Royal House. Sab�
                         was raised here for awhile, to be
                         prepared for a life as queen. All
                         queens of Naboo come from the ranks
                         of the Witches of the Forests. That
                         is our tradition.

                                   ANAKIN
                         Do you believe what they said about
                         the Kyber Crystal?

                                   PADME
                         I don't know. I only want to free
                         Sab�. 

               Padm� looks back up the stars, then back at Anakin. 
               She extends her hand and holds his, then looks back at the
               stars. 
               Anakin looks at Padm�, as they lie hand in hand on top of the
               ancient face of evil.

               EXT. NABOO ROYAL PALACE - NIGHT

               The towers of the royal palace are lit only by the light of
               the stars and some torches.

               INT. ROYAL PALACE, TOWER - NIGHT

               Darth Keel sits in the middle of a gloomy tower chamber,
               meditating. 
               Suddenly she opens her eyes.

               INT. ROYAL PALACE, BEDROOM - NIGHT

               Queen Sab� lies on her royal bed in her royal bedroom,
               dressed only in her royal lingerie, and chained to the royal
               bedposts by her royal wrists and ankles.

               The desperate royal beauty tries to break free, but the
               chains are too strong. 
               She reaches with a royal chained hand in her hair, and pulls
               out a royal hairpin. 
               She tries to open one of the locks on the chain, but it's not
               working very well. 
               Suddenly she hears something and conceals the pin.

               The door opens, and Nute Gunray walks in. 
               He observes the hot royal babe with a large grin on his face.

                                   NUTE GUNRAY
                         Sorry to keep you waiting this
                         long, my sleeping beauty. I
                         was...tied up...in business.

               He sits down on the bed beside the helpless royal girl,
               looking her over.

                                   NUTE GUNRAY (CONT'D)
                         Now we finally have time to...
                         deepen...our relationship, and come
                         to a...mutual understanding...

               He caresses her long royal hair and lovely royal face...and
               moves his hand down...on its way to her royal 'fertile
               hills'... 
               Sab� struggles, but has nowhere to go.

                                   SABE
                         You will be hunted down to the
                         Moons of Iego for this...invasion!

                                   NUTE GUNRAY
                         Why can't you just cooperate, sweet
                         Sab�? Do what is realistic, and in
                         the best interest of your
                         people...and yourself. There is no
                         room in this universe for your
                         ideas. You're such a hopeless
                         romantic.

               He starts to unbutton his presidential clothes, while ogling
               Sab�'s body.

                                   NUTE GUNRAY (CONT'D)
                         It's time we consummated the
                         marriage between the Federation and
                         Naboo, don't you think?

               As Nute unbuttons his shirt, part of his body is revealed - a
               CYBERNETIC IMPLANT is wedged in his chest. 
               It's revolting. 
               Sab� fears the worst. 
               She pulls at her chains, but there is no escape. 
               Suddenly, Nute's comlink crackles.

                                   DARTH KEEL (V.O.)
                         President Gunray, meet me in the
                         throne room at once.

                                   NUTE GUNRAY
                         I'm busy!

                                   DARTH KEEL
                         Now.

               The perverted maniac hesitates for a moment, then buttons up
               his clothes and turns to leave to meet the dark lady - whom
               he simply can't disobey.

                                   NUTE GUNRAY 
                         Wait here. I'll be back.

               Nute leaves. 
               Sab� sighs with relief, then gets to work with the hairpin.

               INT. ROYAL PALACE, THRONE ROOM - NIGHT

               Nute Gunray enters the throne room, where his CLONE-CONTROL
               DEVICE has been set up. 
               Darth Keel and Rune Haaku are present. 
               Nute is about to say something, but one look by Keel shuts
               him up.

                                   DARTH KEEL
                         I know where they are. Organize a
                         strike force.

               EXT. WITCH VILLAGE (NABOO) - DAWN

               A new day, and the witches are already up and about, just
               like Obi-Wan, who stands in the middle of the witch village
               with Artoo-Detoo. 
               Artoo has a scanner scope sticking out of his dome-head. 
               Anakin joins them.

                                   OBI-WAN
                         Where were you last night?

                                   ANAKIN
                         With Padm�. We were looking at the
                         stars and...I guess we fell asleep.

                                   OBI-WAN
                         Anakin, you must empty your mind of
                         such thoughts if you want to be a
                         Jedi.

                                   ANAKIN
                         But I -

                                   OBI-WAN
                         Your thoughts betray you. A Jedi
                         knows compassion and love, but he
                         must also learn to keep his
                         distance, and to let go. Do not
                         become too attached to the girl.
                         You will soon have to leave her
                         behind, like your mother.

               This strikes a chord with Anakin. 
               Artoo bleeps.

                                   ANAKIN
                         What's going on?

                                   OBI-WAN
                         Scanning for trouble.

               The Gate Keeptress and several other young women pass them,
               looking at Obi-Wan, whispering, and giggling.

                                   OBI-WAN (CONT'D)
                         The sooner we leave this mad place
                         the better. Go see what's taking
                         Master Dooku this long.

               Anakin walks away and goes into a cave.

               INT. ANCIENT SITH CAVERN

               Dooku is inside the cave, sitting on his knees, eyes closed -
               meditating. 
               Anakin comes in and stops, observing the old Jedi who appears
               to be in upper concentration. 
               Then the old man opens his eyes. 
               He looks at Anakin, but appears to be listening to something
               far away. 
               Then he stands up so fast it makes Anakin take a step back.

                                   DOOKU
                         Warn the others. They're coming.

               EXT. WITCH VILLAGE (NABOO)

               Obi-Wan still stands at Artoo's side, when the droid suddenly
               starts shaking and bleeping. 
               Just then, Anakin comes running to them. 
               Padm� approaches them from the other side.

                                   ANAKIN
                         Master Dooku says they're coming!

                                   OBI-WAN
                         We must leave! 

               Padm� is shocked. Dooku comes running out of the cave.

               EXT. WITCH VILLAGE/FOREST (NABOO)

               Several fast objects are ZOOMING through the forest - and
               BLAST into the clearing of the witch village. 
               These are STAPS: EIGHT of the one-man weapon platforms come
               SOARING in and open fire at the huts and their inhabitants.
               The witches run away. 
               Several come out with weapons ready, but they are no match
               for the deadly machines. 
               Obi-Wan and Dooku activate their lightsabers as several of
               the STAPS target them.

               Anakin and Padm� get behind Dooku as he deflects laserbolts.
               The deflected bolts DESTROY one STAP and then BLOW up the
               STAP that fired them. 
               Artoo rolls for cover.

               A WITCH GUARD tries to deflect blasts with her shield and
               sword, but is hit by a volley of laserbolts and is killed.
               Obi-Wan throws his lightsaber at the STAP and kills the
               pilot. 
               He Force-summons the saber back in his hand.

               Soon the primitive village is on fire. 
               Several women lie dead on the ground, others run into the
               forest, STAPS flying after them. 
               Obi-Wan and Dooku take care of two more STAPS. 
               Padm� runs into a cave.

                                   OBI-WAN
                         Padm�, come back!

               The three remaining STAPS attack the fleeing women and blast
               at a group of AIWAS. 
               A few of the animals are killed, others TAKE OFF. 
               One of the STAPS crashes into an Aiwa in mid-air. 
               Several of the witches jump on the backs of Aiwas and take
               off. 
               The ones armed with ancient laserswords turn around and
               engage the STAPS to provide cover for their fleeing friends.
               Two of the brave women and their animals are shot down, but
               one STAP is hit and crashes against a tree.
               The last STAP comes ZOOMING back into the clearing and SHOOTS
               at the two Jedi that come running towards it. 
               Obi-Wan and Dooku dive for cover. 
               The STAP soars over their heads and turns around for another
               attack. 
               Padm� comes out of the cave with a blaster. 
               She hits the machine several times and it SMASHES into the
               ground.
               A short moment to recover, then a ROARING sound, and then
               several different kinds of ANIMALS come RUNNING into the
               devastated village - on the run for the machine that follows
               them: A FEDERATION TROOP TRANSPORT.

               The big hovering vehicle knocks trees to the ground and
               enters the clearing of the village.
               Padm� runs, but Artoo blocks her path. 
               She PUSHES the droid down and lies down beside it as the big
               machine SOARS over them. 
               The Jedi and Anakin take cover behind some trees.

               The troop transport stops in the clearing and the big HATCH
               in the front starts to open. 
               Padm� helps Artoo up and the two hurry into a cave. 
               From their hiding place, Anakin, Dooku, and Obi-Wan look at
               the transport.

                                   OBI-WAN (CONT'D)
                         Fight or flee?

               Some TWENTY CLONE SOLDIERS come out of the transport.

                                   DOOKU
                         Fight!

               Obi-Wan and Dooku come out of their hiding place and RUN to
               the soldiers, who open FIRE. 
               The Jedi DEFLECT blasts and JUMP at the troops and start
               SLASHING and HACKING away.
               Anakin watches the fight from his hiding place, when he hears
               something behind him. 
               He turns and sees a YOUNG GIRL, crying. 
               He goes to her.

                                   ANAKIN
                         Shst. Come, we'll find the others.

               Anakin takes the girl's hand and the two disappear into the
               forest. 
               The two Jedi manage to take out EIGHT soldiers, but there are
               too many. 
               The Jedi move at an amazing speed, but are having trouble
               taking all the clones on. 
               Padm� peeks out of the cave and starts SHOOTING at the
               soldiers. 
               Several soldiers return fire. 
               Suddenly several large shadows come sweeping down upon the
               soldiers - AIWAS, with WITCHES riding them. 
               The Gate Keeptress is one of them.
               The beasts SWEEP low and KNOCK down soldiers; a few of the
               animals each GRAB a soldier in their big beaks, take him up
               in the air, then THROW him down. 
               The women SLASH down with their antique laserswords and
               DEFLECT blasts back at the soldiers with their lasershields.
               THREE of the flying whales are shot down.
               It's total chaos, but in the end all twenty clone soldiers
               plus the operators of the transport are defeated. 
               Padm� comes out of her hiding place. 
               Obi-Wan hears something and concentrates.

                                   PADME
                         Look!

               In the sky above them, a FEDERATION SKY-TRANSPORT appears. 
               A HATCH in the bottom opens and SIXTEEN more STAPS come
               flying down at high speed. 
               The vehicles attack.

               Everybody takes cover and then another round of blasting,
               deflecting, slashing and STAP - Aiwa dogfighting begins.

                                   OBI-WAN
                         There are too many!

               They have to take cover and start RUNNING away into the
               forest. 
               Suddenly two of the pursuing STAPS are BLOWN away. 
               The vehicles EXPLODE. 
               The Jedi and the others look back.
               From the forest PROJECTILES and ENERGY BLASTS are SHOT at the
               STAPS. 
               Jango Panaka and the five mercenaries come out of the forest,
               BLASTING away with their heavy weapons!
               The Jedi, Padm� and the witches once again join the fighting.

               EXT. NABOO, FOREST

               Darth Keel comes ZOOMING down from the sky-transport on her
               SPEEDERBIKE. She FLIES into the forest and moves between the
               trees at inhuman speed. 
               A group of WOMEN and GIRLS who were hiding in the forest are
               caught by surprise - a few are CUT DOWN by Keel with her
               lightsaber as she flies at full speed. She even KNOCKS some
               DOWN with her bike. 
               The Sith disappears in the forest.

               Great Mother Gaias� has several CHILDREN with her. 
               Suddenly they hear children and women screaming in terror in
               the forest in front of them. 
               Darth Keel comes RACING into view, SLASHING witches left and
               right.
               She stops and looks at the old witch.

                                   GAIASE
                             (gasps)
                         The evil one!
                             (to the children)
                         Behind me! Run!

               Keel powers up, the bike ROARS.
               Gaias� raises an antique lasersword.
               Keel moves - straight at Gaiasa, lightsaber ready - the old
               woman yells as the dark lady flies straight at her...

               EXT. FOREST, CLEARING (NABOO) - CONTINUOUS

               Anakin and the girl are met by running and screaming GIRLS
               and WOMEN. 
               A WITCH GUARD with lasersword and shield runs to them, but is
               SLASHED by Darth Keel who comes zooming on her bike.

                                   ANAKIN
                         Out of here!

               The women run into all directions.
               Keel flies to Anakin, who DIVES away - the lightsaber barely
               misses him. 
               Anakin gets up and runs to the fallen witch.
               He GRABS the LASERSWORD and SHIELD and activates the weapons.
               Keel makes a sharp turn and comes back towards Anakin at full
               speed. 
               Keel's red saber CLASHES against Anakin's shield. 
               The teenager is thrown by the blow and drops the shield.
               Keel makes another sharp turn just in front of some trees,
               and comes back for the kill.
               Keel flies straight at Anakin - who stands ready with the
               sword - she is about to cleave him in half with her bike when
               Anakin DIVES down.
               As the bike sweeps over him, Anakin brings his sword UP and
               CUTS into the vehicle.
               The speeder bike falls apart and Darth Keel is LAUNCHED
               forward. 
               She DROPS to the ground and ROLLS against one of the ancient
               rock-carved faces. 
               She's knocked out cold. 
               Anakin gets up and thinks for a moment. 
               What to do? 
               The evil lady lies motionless on the ground... 
               Anakin runs away to get the others.

               EXT. WITCH VILLAGE (NABOO) - MOMENTS LATER

               Jango takes care of the last of the STAPS. 
               The entire village is littered with bodies of clone soldiers,
               witches, Aiwas, and smoking wrecks of STAPS. 
               Several women come out of the forest and look at the carnage
               in horror. 
               All mercenaries have survived the battle, and look at their
               handiwork with pride. 
               Dooku looks up at the sky. 
               The sky-transport has flown away. 
               The old Jedi walks over to Jango.

                                   DOOKU
                         Nice work.

                                   JANGO
                         We wondered where you went. Looks
                         like we arrived just in time.

                                   OBI-WAN
                         We could have handled it.

               Anakin comes running out of the forest.

                                   ANAKIN
                         I got her! I got her!

                                   PADME
                         Who?

                                   ANAKIN
                         The Sith. I got her!

               Obi-Wan and Dooku exchange looks. Then they run into the
               forest.

                                   OBI-WAN
                         Show us!

               Anakin runs back into the forest with the Jedi. 
               Padm�, Jango, and a few mercenaries and witches follow them.

               EXT. FOREST, CLEARING (NABOO) - MOMENTS LATER

               Obi-Wan arrives ahead of the others at the site where Keel
               was knocked out. 
               He looks around, lightsaber ready, and ready to get even with
               the Sith. 
               She's gone. 
               Anakin joins him, panting. Dooku follows.

                                   ANAKIN
                         She was right here.

                                   DOOKU
                         There!

               Dooku points at a hilltop, where the dark lady stands
               watching them. 
               Obi-Wan starts running, while Padm� and the others finally
               arrive.

               EXT. FOREST, HILL (NABOO) - CONTINUOUS

               Obi-Wan RUNS up the hill to fight Darth Keel. 
               Dooku is behind him. 
               Keel watches them come and waits.

                                   OBI-WAN
                         Yaaaah!

               The Federation Sky-Transport comes flying over him, then
               hovers near Keel. 
               She JUMPS on the extended landing ramp and the ship flies up,
               as Obi-Wan reaches the top of the hill. 
               All Obi-Wan can do is watch as the ship flies away while
               Darth Keel gets on board. 
               Crokolan fires a PROJECTILE at the transport.
               It hits the ship, but doesn't do enough damage. 
               Leaving a trail of smoke behind, the transport flies away. 
               Obi-Wan switches off his lightsaber - tired and frustrated.

               INT. ROYAL PALACE, HALLWAY OUTSIDE BEDROOM - MORNING

               Nute Gunray walks through a hallway of the royal palace,
               fuming.

                                   NUTE GUNRAY
                         Failed! Incompetent imbeciles!

               He reaches Sab�'s bedroom, which is guarded by TWO CLONE
               SOLDIERS.

                                   NUTE GUNRAY (CONT'D)
                         Out of my way, fools.

               Nute throws open the doors and walks in.

               INT. ROYAL PALACE, BEDROOM - CONTINUOUS

               And once again an unpleasant surprise awaits Nute Gunray. 
               The Trade Federation President stares open mouthed at the bed
               - EMPTY. 
               Sab� has freed herself from her chains. 
               A closet is open. Clothes lay on the floor.

                                   NUTE GUNRAY
                         Ah!

               INT. ROYAL PALACE, HALLWAY OUTSIDE BEDROOM - CONTINUOUS

               From inside the bedroom, Nute screams. The guards turn and
               look inside.

                                   NUTE GUNRAY (O.S.)
                         Find her!

               EXT. NABOO ROYAL PALACE, ROOFTOPS - MORNING

               Dressed in light and easy clothes, Sab� carefully makes her
               way over the rooftops of the palace buildings.

               EXT. NABOO, CLIFFS - DAY

               Huge eroded cliffs tower over a seashore. 
               Several caves are situated in the side of the cliffs. 
               An AIWA with a person on it flies up to one of the caves.

               INT. RESISTANCE CAVE - DAY

               The Aiwa enters the cave.
               Inside the cave TWELVE NABOO N-1 FIGHTERS are parked. 
               Several AIWAS are also present. 
               NABOO SECURITY OFFICERS, WITCHES, RESISTANCE FIGHTERS,
               TECHNICIANS, and PILOTS are busy preparing for the inevitable
               battle.
               BRAVO LEADER is the commander of the fighter pilots. 
               Artoo-Detoo and the mercenaries are also in the cave.
               Supplies and weapons lay about.

               The Gate Keeptress walks with Padm� to a group of Naboo
               people and witches.

                                   GATE KEEPTRESS
                         We made contact with as many
                         resistance fighters as we could,
                         but it wasn't easy. Many people
                         have been put in camps.

                                   PADME
                         They will have to do.

               They join the group. 
               Obi-Wan and Dooku stand watching the others.

                                   OBI-WAN
                         This will get us into trouble.

                                   DOOKU
                         If we succeed, we will be forgiven
                         and honored. If we fail...

                                   OBI-WAN
                         We'll be dead.

               They join the others. 
               Padm� steps forward.

                                   PADME
                         Welcome all. I'm glad to see the
                         people of Naboo are prepared to
                         fight for their freedom.
                             (beat)
                         Now... Preparation, stealth, and
                         surprise are the keywords here.

               She looks around at the gathered warriors.

                                   PADME (CONT'D)
                         We have analyzed the data taken
                         from See-Threepio, a captured
                         Federation protocol droid.

               She nods to Obi-Wan.

                                   PADME (CONT'D)
                         This has provided us with a
                         complete schematic of the Trade
                         Federation's command ship. And
                         that's not all. We have also
                         discovered a weakness that will be
                         vital to our success.

               Everybody listens with interest.

                                   PADME (CONT'D)
                         The Trade Federation President is
                         clearly obsessed with control. All
                         of the Federation's clone soldiers
                         can be monitored and controlled by
                         the President with his own control
                         device, which he takes with him
                         everywhere he goes. What's more,
                         the clones can all be put into
                         instant stasis by whoever has
                         access to those controls. This way,
                         the slightest disobedience can be
                         dealt with at once.

               Padm� grins.

                                   PADME (CONT'D)
                         So all we have to do is gain access
                         to the clone controls, and we can
                         shut down their entire army! They
                         will have no choice but to retreat.

               Obi-Wan braces himself for an insane plan.

                                   PADME (CONT'D)
                         Artoo?

               R2-D2 activates his holo-projector and displays a schematic
               of the Naboo royal palace.

                                   PADME (CONT'D)
                         We have learned that Federation
                         President Gunray is in the royal
                         palace, and queen Sab� is held
                         there as well. The clone control is
                         most likely set up in the throne
                         room.
                         A special team will enter the
                         palace, take over, capture the
                         president, shut down the army, and
                         free Sab�.

                                   OBI-WAN
                         How do we even get close to the
                         palace? It's well guarded.

                                   PADME
                         There is an old secret passageway
                         that leads to the palace, and our
                         resistance forces will create a
                         diversion to occupy their troops.
                         One group will attack near the
                         palace, the other will engage the
                         Federation space ships.

                                   BRAVO LEADER
                         We won't last long against their
                         squadrons.

                                   PADME
                         A diversion is all we need.

                                   JANGO
                         What about a back-up?

                                   PADME
                         Once the clones are down, they have
                         to be taken in to be re-animated.
                         Impossible with an entire army.
                         Nute Gunray's obsession with power
                         and control will be his downfall.
                         Compared to what we did on Katann,
                         this will be easy!

                                   OBI-WAN
                         An...uhm...interesting plan, but
                         what if Gunray escapes with his
                         control unit?

                                   PADME
                         That is why we must not fail.

               This kind of logic makes Obi-Wan raise an eyebrow.

                                   PADME (CONT'D)
                         I'm sure that we, with the help of
                         Jango Panaka and these fine
                         warriors, will be victorious.

               Anakin looks at the 'fine' warriors, a bunch of rough
               killers, not looking very trustworthy.

                                   PADME (CONT'D)
                         And we have two Jedi at our
                         disposal.

                                   DOOKU
                         The Force will be with us.

                                   PADME
                         Everything clear? Okay, let's do
                         it!

               The group breaks up, and everybody prepares for battle. 
               Anakin walks up to Obi-Wan and Dooku.

                                   ANAKIN
                         So when are we leaving?

                                   OBI-WAN
                         You're going to stay behind,
                         Anakin. It's much too dangerous.

                                   ANAKIN
                         Not again! I can handle myself!

                                   DOOKU
                         Obi-Wan is right, young Skywalker.
                         It is best you stay here.

               Anakin sighs in defeat.

               EXT. NABOO, SEA - DAY

               A sea. Calm, with the sun reflecting upon the rippling water. 

               Tere's something underneath the surface... 
               Then suddenly an AIWA comes SHOOTING out of the water!
               Followed by another, and another.
               FIFTEEN AIWAS fly out of the water and in to the sky. 
               They stay close to the surface as they fly towards the shore.
               Their riders YELL with joy as the water flies off them. 
               Padm� loves it, Jango likes it, Obi-Wan enjoys it, Dooku
               stays calm. 
               The five mercenaries, Jango, Padm�, Obi-Wan, and Dooku are
               each on an Aiwa. The other six animals each have two riders:
               WITCH WARRIORS, and NABOO SECURITY OFFICERS. The Gate
               Keeptress is one of them. The animals are also packed with
               supplies and weapons. 
               Artoo-Detoo is strapped to the back of Padm�'s Aiwa, and the
               poor droid doesn't like it one bit.

               EXT. NABOO, RUINS - DAY

               The group has dismounted from the Aiwas, which stand a bit
               away. Padm� and the others have gathered in the ruins of a
               small castle.

               All present now wear their combat outfits (time for action
               figure fun. The merchandizing strikes back!): 
               Padm� is dressed in an easy suit, with some light armor
               covering her torso. A small helmet on her head. Weapons:
               security blaster, two shock-grenades. 
               Obi-Wan and Dooku are dressed in their Jedi robes. Weapons:
               They have their lightsabers of course. Obi-Wan his blue one,
               Dooku his green one. Plus they can use the Force of course.
               Jango has some armor covering his torso and part of his arms
               and legs. A special small viewer/targeting device on his
               head. Weapons: Two blasters, and a Shock-gun: an energy
               weapon that fires a shock-wave of energy. 
               Duurge is of course covered in his metallic cyborg-bodysuit.
               Weapons: A big weapon with three holes in it, that fires
               deadly energy-balls. An anti-ground/air projectile launcher
               strapped to his back.
               Crokolan has some scaled armor covering almost his entire
               body, that meshes with his own, natural scales. Weapons: A
               long, high-powered, long range laser rifle; a shot-gun like
               blaster, several grenades.
               Kitster is dressed in a sort of spacesuit. Weapons: A multi
               nozzled industrial strength plasma-cutter, that shoots
               multiple blasts of barely stable plasma-bursts; Flash
               grenades.
               Wald wears an easy outfit that is great for speed and
               agility. Weapons: Rapid-fire blaster rifle, that can fire
               small blasts in rapid succession; two modified military
               blasters; a small grenade-launcher.
               Sebulba wears a tight outfit. Weapons: an entire row of
               standard knives and laser-daggers; a blaster-rifle with sawn
               off nozzle.
               The Naboo witches are dressed in pieces of lightweight metal
               armor and little else. Weapons: Ancient laserswords and hand
               held lasershields; blasters.
               The Naboo security officers wear the standard old fashioned
               outfits of the Naboo security forces. Weapons: Blaster-rifles
               and pistols.

               A dark hole is the entrance to a tunnel.

                                   PADME
                         This tunnel leads to inside the
                         courtyards of the palace.

                                   JANGO
                         Looks old. Is it safe?

                                   PADME
                         Let's find out.

               They enter the tunnel.

               INT. RESISTANCE CAVE - DAY

               Anakin watches the Naboo pilots get in their fighters.
               ASTROMECH DROIDS take position in the droid-sockets of the
               fighters. 
               The ground crew gets out of the way, and the fighters TAKE
               OFF, and then BLAST OUT of the secret cave.

               EXT. RESISTANCE CAVES (NABOO) - CONTINUOUS

               From several of the caves in the massive cliffs the fighters
               come blasting out and fly away.

               INT. RESISTANCE CAVES

               The ground crew and guards walk away. 
               Anakin looks out of the cave, sad, feeling left behind. 
               Two N-1 fighters still stand in the cave - no more pilots
               available...

               INT. SECRET TUNNEL

               Artoo uses his light to find the way through the dark and
               dirty secret tunnel. Padm�, Obi-Wan, and the rest follow. 
               Suddenly Artoo stops and bleeps.

                                   OBI-WAN
                         Someone's coming.

               Obi-Wan ignites his lightsaber, and the others ready their
               weapons. The FIGURE enters the beam of Artoo's light.

                                   PADME
                         Sab�!

                                   SABE
                         Padm�!

               The girls embrace. The others lower their weapons.

                                   OBI-WAN
                         You escaped.

                                   SABE
                         And just in time.

                                   PADME
                         How so?

                                   SABE
                         Let's just say the queen would not
                         have been amused. What are you
                         doing here?

                                   PADME
                         We were on our way to rescue you,
                         and to take over the clone control.
                         We can shut them down!

                                   SABE
                         Hmm, good idea... Gunray's clone
                         control is in the throne room, but
                         there are many soldiers.

                                   PADME
                         We have to do it.

                                   SABE
                         Okay, let's go then.

                                   DOOKU
                         Your Highness, you shouldn't come.
                         It's too dangerous.

                                   SABE
                         I have some unfinished business
                         with Nute Gunray. I'm coming.

               EXT. NABOO ROYAL PALACE - DAY

               The palace is well guarded by TROOPS and TANKS.

               INT. ROYAL PALACE, THRONE ROOM - DAY

               Nute Gunray, Rune Haaku, Darth Keel, and Prime Minister Hoak
               are in the throne room. The clone control unit stands nearby.
               Several OFFICERS are at other control stations.

                                   RUNE HAAKU
                         Our troops are searching everywhere
                         for the queen, but she knows her
                         way around this place.

                                   NUTE GUNRAY
                         I want her.

                                   DARTH KEEL
                         She is unimportant. I sense a
                         disturbance... The Jedi are up to
                         something.

                                   PRIME MINISTER HOAK
                         They're coming here?

                                   OFFICER
                         Sir, Naboo forces are attacking our
                         defense posts!

                                   NUTE GUNRAY
                         They're coming for me!

                                   DARTH KEEL
                         No, they want me.

                                   NUTE GUNRAY
                         I'll put all troops on alert.

               Nute walks over to the control unit.

               EXT. SPACE, NABOO

               TWELVE Naboo N-1 fighters fly in attack formation toward the
               main Trade Federation station.

               INTERCUT. FIGHTERS

                                   BRAVO LEADER
                         There she is. Concentrate on the
                         communications array.

                                   BRAVO TWO
                         Roger, Bravo Leader.

                                   BRAVO THREE
                         Roger, Bravo Leader.
                             (checks instruments)
                         Fighters dead ahead!

               EXT. SPACE, FEDERATION STATION - CONTINUOUS

               From the hangars of the massive station an entire SQUADRON of
               Z-95 FIGHTERS moves to intercept the Naboo fighters.

               The fighters come into range of each other and start SHOOTING
               and DOGFIGHTING. 
               Several fighters on both sides are BLOWN away.

               INT. FIGHTER: BRAVO LEADER - CONTINUOUS

               Bravo Leader destroys a Federation fighter.

                                   BRAVO LEADER
                         Bravo Five, cut to the right!

               INT. FIGHTER: BRAVO FIVE - CONTINUOUS

               BRAVO FIVE, a young pilot, struggles to evade the enemy
               fighter that's on his tail.

                                   BRAVO FIVE
                         I can't shake him!

               EXT. SPACE - CONTINUOUS

               The Z-95 HITS Bravo Five. The fighter EXPLODES.

               INT. ROYAL PALACE, THRONE ROOM - DAY

               Nute, Rune, Keel, and Hoak are still in the throne room.
               They're watching a battle on a display: Clone troops are
               under attack by Naboo forces at the outskirts of the city.

                                   NUTE GUNRAY
                         They will never reach the center.
                         Their little insurrection will soon
                         be at an end.

                                   OFFICER
                         Sir, the main station is under
                         attack.

                                   NUTE GUNRAY
                         What?!

                                   RUNE HAAKU
                         What do they hope to accomplish?
                         Its shields are too strong.

               Suddenly an explosion nearby.

                                   PRIME MINISTER HOAK
                         What was that?!

                                   DARTH KEEL
                             (calmly)
                         We are under attack.

                                   NUTE GUNRAY
                         It's not safe here!

               EXT. NABOO ROYAL PALACE - DAY

               MISSILES and BOMBS hit Federation defensive positions; ANTI
               AIRCRAFT GUNS and TANKS are BLOWN up. 
               NABOO N-1 FIGHTERS zoom overhead, shooting at the enemy. 
               The CLONE TROOPS take cover as vehicles EXPLODE around them.
               TANKS with anti-aircraft guns move and aim their weapons.
               Laser blasts burst around the Naboo fighters. One is shot
               down.

               INT. ROYAL PALACE, HALLWAY - DAY

               A large window is blasted inwards. 
               Padm� and the rest of her group enter the palace through the
               shattered window. 
               They run through a hallway of the palace building. 
               Jango looks through a window and spots a landing area where
               several FEDERATION TRANSPORTS are parked.

                                   JANGO
                         We've gotta destroy those, or the
                         President can get away.

               Padm� talks into her comlink.

                                   PADME
                         Commander, target the landing area!

               EXT. NABOO ROYAL PALACE, LANDING AREA - DAY

               TWO NABOO FIGHTERS fly over the rooftops of the palace
               buildings and fire with lasers and projectiles at the
               transports. 
               The ships are hit. A few are blown up. 
               The TROOPS on the landing platform seek cover.

               INT. NABOO ROYAL PALACE, HALLWAYS - DAY

               A squad of EIGHT CLONE SOLDIERS patrols a hallway. 
               A clone soldier turns around and spots the group of heroes
               turning the corner.

                                   CLONE SOLDIER # 1
                         Stop!

               The clones ready their weapons- Dooku extends his hand - and
               the blasters are FORCE-PULLED out of the clones' hands. Dooku
               makes a 'push' movement with his hand - and the clones are
               THROWN to the floor. 
               Several get up and run away in fear. Others pick up their
               weapons to fight, but are BLASTED down by Jango and the rest. 
               The fight is over quickly.

                                   OBI-WAN
                         So much for sneaking in.

               The group moves on.

               EXT. SPACE, FEDERATION STATION

               The Naboo fighters continue to engage the Federation fighters
               and main station. 
               Another N-1 fighter is blown away. 
               Bravo Leader blasts two Z-95's.

               INT. FIGHTER: BRAVO LEADER

               Bravo Leader targets another enemy fighter.

                                   BRAVO LEADER
                         Regroup at point H-38.

                                   BRAVO TWO (V.O.)
                         They're launching another squadron!

               EXT. SPACE, FEDERATION STATION

               From the hangars of the Federation Station a new SQUADRON of
               Z-95 FIGHTERS joins the battle.

               INT. RESISTANCE CAVE - DAY

               The people left behind in the secret cave listen with concern
               to the radio chatter of the pilots. Anakin stands a bit
               behind them.

                                   BRAVO THREE (V.O.)
                             (filtered)
                         I've got one on -

               Static follows as the Bravo Three is destroyed.

                                   BRAVO LEADER (V.O.)
                             (filtered)
                         We're outnumbered!

               Anakin can't take it anymore. He looks around - nobody is
               paying him any attention. 
               He looks at the two fighters in the cave, then he runs to
               one.

               EXT. NABOO ROYAL PALACE - DAY

               The Naboo fighters continue to blast Federation vehicles and
               troops, but several are shot down. 
               Then a group of Z-95 FIGHTERS attacks from above, shooting
               down TWO more N-fighters. 
               The Naboo fighters break up and engage the enemy fighters.

               INT. ROYAL PALACE, HALLWAYS - DAY

               The commando group runs through the hallways.

               The heroes encounter MORE CLONE SOLDIERS. 
               A fierce FIRE-FIGHT follows. 
               Dooku and Obi-Wan deflect laserbolts and slash clones, while
               the others fire their weapons. 
               The heroes and clones take cover behind pillars and statues,
               run fast, take quick shots, throw grenades...
               Several clones are killed, but TWO NABOO OFFICERS are also
               shot.
               Queen Sab� takes cover behind a bust of herself. The piece of
               art is blown to bits by a soldier.

                                   SABE
                         My bust!

               She shoots the clone soldier.

               Jango and the other mercenaries BLAST the clones with their
               powerful weapons. The soldiers are BLOWN away.
               Sebulba the Dug JUMPS and KICKS a clone soldier away, then
               JUMPS on another and STABS him with a laser-dagger.
               The witches DEFLECT blasts with their shields - straight back
               at the soldiers.
               The Jedi DEFLECT blasts, and use the Force to PUSH soldiers
               away ,and THROW stuff at them. 
               Obi-Wan makes a statue come down on two soldiers - CRUSHING
               them.
               Suddenly another group of soldiers comes up behind them. 
               TWO WITCHES are SHOT and a grenade kills another TWO NABOO
               OFFICERS, before Obi-Wan, Dooku, and Jango manage to kill the
               soldiers.
               Finally all clones are down. 
               The smoke clears. Statues, windows, pillars, and paintings
               are shattered and destroyed. Bodies all over the place. 

               A ROARING sound...an engine... Sab� runs to a window.

                                   SABE (CONT'D)
                         What the...

               Through the window Sab� sees Nute Gunray and Darth Keel
               entering the FEDERATION SHUTTLE that was parked in the palace
               courtyard. 
               The CLONE-CONTROL DEVICE is being loaded into the shuttle.
                
               Obi-Wan, Dooku, Padm�, and Jango join Sab� at the window.

                                   SABE (CONT'D)
                         He's getting away!

                                   DOOKU
                         With the control unit.

                                   JANGO
                         Blast them!

               The mercenaries join Jango, and while the others take cover
               the tough guys shatter the window and start shooting at the
               shuttle with their energy weapons and projectile-launchers. 
               The ship is HIT, but still TAKES OFF and FLIES away.

                                   PADME
                         Too late. Now what?!

               Dooku and Obi-Wan look at each other.

                                   OBI-WAN
                         After them!

               EXT. NABOO ROYAL PALACE, LANDING AREA - DAY

               The landing area where Federation transports are parked is
               the same site that was attacked by the Naboo fighters
               earlier. Most of the transports are smoking wrecks, but a few
               are still in one piece.

               Obi-Wan and the others run to one of the transports. 
               Clone soldiers spot them and open fire. 
               TWO Naboo resistance fighters are SHOT. 
               An EXPLOSION near part of the group - THREE other Naboo
               resistance fighters and Sebulba and Kitster are THROWN by the
               blast. 
               Kitster gets up, protected by his armor. 
               The resistance fighters stay down. 
               Sebulba sighs his last breath and DIES.

               Duurge and Jango FIRE at the clones with their heavy weapons,
               and the remaining heroes make it to one of the transports.

               EXT. SPACE, FEDERATION STATION

               The space battle continues, but for the Naboo fighters, it's
               a lost battle. They are simply outnumbered. 
               The Federation station also uses its massive CANNONS to blast
               at the fighters. 
               One is destroyed.

               Another N-1 fighter is blown away by a Z-95. 
               Bravo Leader takes out the enemy fighter, but now has a
               fighter on his own tail. 
               He can't shake the Z-95 and is hit. The astromech unit on the
               back is destroyed.

               INT. FIGHTER: BRAVO LEADER - CONTINUOUS

               Bravo Leader struggles to control his damaged fighter.

               EXT. SPACE, FEDERATION STATION - CONTINUOUS

               The Z-95 continues to blast at Bravo Leader.

               INT. Z-95 - CONTINUOUS

               The clone-pilot targets Bravo Leader. There is no escape for
               the Naboo pilot - 
               Then suddenly another N-1 fighter comes BLASTING straight at
               the Z-95!

               EXT. SPACE, FEDERATION STATION - CONTINUOUS

               The Z-95 is DESTROYED.

               INT. FIGHTER: BRAVO LEADER - CONTINUOUS

               A surprised Bravo Leader looks at his instruments.

                                   BRAVO LEADER
                         Who's that?

                                   ANAKIN (V.O.)
                         A friend.

               INT. ANAKIN'S FIGHTER - CONTINUOUS

               Anakin is in the pilot's seat, helmet on his head.

                                   ANAKIN
                         I thought you could use some help.

                                   BRAVO LEADER (V.O.)
                         Stay close.

               EXT. SPACE, FEDERATION STATION

               The Naboo fighters zoom over the massive station, blasting
               cannons and communication dishes, Z-95 fighters on their
               tales. 
               Anakin's fighter gets CUT OFF from the others.

               INT. ANAKIN'S FIGHTER - CONTINUOUS

               Anakin flies like a maniac over the station.

                                   ANAKIN
                         Oh, blast!

               EXT. SPACE, FEDERATION STATION - CONTINUOUS

               Three enemy fighters on Anakin's tail. 
               One HITS the station and BLOWS up. 
               The ASTROMECH DROID in Anakin's fighter bleeps a warning.

               INT. ANAKIN'S FIGHTER - CONTINUOUS

               Anakin reads the translation on a display.

                                   ANAKIN
                         Just hold on!

               The droid bleeps again, then screams.

               EXT. SPACE, FEDERATION STATION - CONTINUOUS

               Laserblasts hit Anakin's fighter and the astromech unit is
               DESTROYED - its domed head blown away. 
               Anakin's fighter TUMBLES out of control.

               INT. ANAKIN'S FIGHTER - CONTINUOUS

               Anakin struggles to get control back.

                                   ANAKIN
                         Oh no!

               EXT. SPACE, FEDERATION STATION - CONTINUOUS

               Anakin's fighter shoots straight at one of the hangars of the
               station, and ENTERS it.

               INT. ANAKIN'S FIGHTER (HANGAR-ARM) - CONTINUOUS

               Anakin barely manages to evade other ships in the massive
               hangar bays as he flies through them.

                                   ANAKIN
                         Whoa!

               INT. FEDERATION STATION, HANGAR - CONTINUOUS

               Anakin's fighter HITS the floor of a hangar and SLIDES across
               it. 
               It finally comes to a stop.

               INT. ANAKIN'S FIGHTER (HANGAR) - CONTINUOUS

               Anakin checks the instruments in his fighter.

                                   ANAKIN
                         No...All dead!

               He looks outside - clone soldiers are running up to him...

               EXT. SPACE, FEDERATION STATION

               The remaining Naboo fighters are greatly outnumbered.

               INT. FIGHTER: BRAVO LEADER

               The commander looks at the other fighters.

                                   BRAVO LEADER
                         That's it boys, we're out of here!

               EXT. SPACE

               The remaining N-1 fighters fly away at top speed, back to
               Naboo - a whole lot of Z-95 fighters some distance behind
               them.

               EXT. FEDERATION STATION, HANGAR

               Nute Gunray's shuttle enters the space station, escorted by
               fighters.

               INT. FEDERATION STATION, BRIDGE

               Nute Gunray and Darth Keel enter the station's bridge.

                                   BRIDGE COMMANDER
                         Sir, the enemy fighters are
                         retreating.

                                   NUTE GUNRAY
                         Excellent. Hunt them down and wipe
                         them out.

                                   BRIDGE COMMANDER
                         We've captured one of the pilots.

                                   DARTH KEEL
                         Bring him here.

               A CREW MEMBER is alerted to something on his control panel. 
               A TRANSPORT appears on his display as a schematic. 
               He turns to the BRIDGE COMMANDER.

                                   OFFICER
                         Sir, one of our transports is
                         approaching.

                                   BRIDGE COMMANDER
                         Contact them.

               The transport appears on the main screen. The officer does as
               ordered.

                                   OFFICER
                         Transport Omega 13, please respond.

               Nothing.

                                   OFFICER (CONT'D)
                         No response, sir, but the transport
                         has a level 2 clearance code.

               Nute and the others are alerted by this.

                                   DARTH KEEL
                         It's them!

                                   NUTE GUNRAY
                         Such fools! Right into our hands!
                         Ready a tractor beam and -

                                   DARTH KEEL
                         No. Destroy them at once!

                                   NUTE GUNRAY
                         Do it!

               The transport is getting closer as they watch it on the
               screen.

                                   BRIDGE COMMANDER
                         They're coming in at full speed!

                                   NUTE GUNRAY
                         Destroy them now!

               EXT. SPACE, NABOO

               The transport flies towards the group of Trade Federation
               ships at top speed.

               EXT. SPACE, FEDERATION STATION

               The massive cannons on the command ship target the small
               craft and open fire.

               EXT. SPACE, NABOO

               The transport's SHIELDS are HIT by the blasts. 
               Z-95 FIGHTERS come close and also open FIRE at the transport. 
               The shields can't take the pounding and the small craft is
               RIPPED apart by the laserblasts. 
               It EXPLODES into a million pieces.

               INT. FEDERATION STATION, BRIDGE

               Nute and bridge crew are pleased. Only Keel has her doubts.

                                   NUTE GUNRAY
                         Victory!

                                   DARTH SING
                         No. This was too easy. Alert your
                         troops.

               EXT. FEDERATION STATION, OUTER HULL (SPACE)

               A group of figures in spacesuits, and R2-D2 (using small
               rockets extended from his legs) fly towards the hull of the
               massive ship. 
               Jango, the mercenaries (Duurge, Kitster, and Crokolan are in
               their own space suits), the Gate Keeptress, Obi-Wan, Dooku,
               Sab�, and Padm� all hold on to R2-D2 with a cable. 
               They touch down on the hull. 
               Artoo retracts his rockets and the cable. 
               Obi-Wan and Dooku switch on their lightsabers and cut open a
               hatch. 
               The group goes inside.

               INT. FEDERATION STATION, SERVICE CORRIDOR

               Having taken off their spacesuits the group crawls through a
               narrow service corridor. 
               Obi-Wan checks a small electronic map.

                                   OBI-WAN
                         This way. There should be a control
                         station there.

                                   JANGO
                         Are you sure that droid can bypass
                         the safety protocols and unlock all
                         the doors?

                                   PADME
                         With the info taken from SEE
                         THREEPIO we should be able to make
                         it to the bridge.

                                   OBI-WAN
                         If they haven't changed the codes.

               The group stops and Obi-Wan cuts a hole in the floor with his
               lightsaber. He jumps through.

               INT. FEDERATION STATION, BRIDGE

               Nute Gunray is nervously pacing back and forth on the bridge.

                                   NUTE GUNRAY
                         Anything?

                                   BRIDGE COMMANDER
                         No sir. We're moving troops to
                         secure all stations.

               INT. FEDERATION STATION, QUARTERS

               The unlikely group of warriors are preparing for battle,
               getting their weapons ready. 
               R2-D2 unplugs from a terminal, beeping.

                                   PADME
                         That's it. Artoo has bypassed
                         security.

                                   SABE
                         Good work, Artoo.

               Dooku opens the door, peeks outside, and moves out. The rest
               follows.

               INT. FEDERATION STATION, BRIDGE

               The crew is alerted to a message on the communications
               system.

                                   CLONE SOLDIER # 2 (V.O.)
                         Enemy forces have entered the ship!
                         Repeat, enemy forces - 

               The transmission is cut off. Only static is heard. 
               Darth Keel has her eyes closed and concentrates.

                                   DARTH KEEL
                         They are here.

                                   NUTE GUNRAY
                         The Jedi are on board? Again?! They
                         must be stopped!

                                   DARTH KEEL
                         I will deal with them myself.

               She exits the bridge.

                                   NUTE GUNRAY
                         This is much too close. Seal off
                         the bridge.

               The big blast doors close.

               INT. FEDERATION STATION, INTERSECTION

               A large open intersection of corridors and elevators taking
               up several levels. 
               In the middle a deep chasm, with several walkways crossing
               it. 
               CLONE SOLDIERS everywhere. 
               The heroes have taken up positions behind objects, and are
               BLASTING at the large number of clones. 
               The Jedi use the FORCE to PUSH the soldiers away and deflect
               laserbolts with their sabers, SLASHING any soldier and guard
               that comes too close. 
               Jango and the mercenaries use their heavy weapons to BLOW
               away several clones at once. 
               EXPLOSIONS and SHOCK WAVES caused by the projectiles and
               energy weapons SHAKE the area. 
               The Gate Keeptress also shoots at soldiers.
                
               Padm� and Sab� take cover and fire with their blasters. 
               R2-D2 also takes cover.

                                   SABE
                         Maybe coming here was not a good
                         idea after all!

                                   PADME
                         No kidding! 

               Kitster FIRES a PROJECTILE at soldiers, but is KILLED by
               laser-blasts. 
               Dooku uses the FORCE to LIFT several soldiers off their feet
               and then HURLS them into the chasm. 
               Two clones THROW GRENADES at the group, but Obi-Wan extends
               his hand and the grenades TURN back in mid-air and EXPLODE
               amidst the poor soldiers, BLOWING up part of a walkway. 
               Jango stays close to Padm� and Sab�. 
               Suddenly laser-blasts erupt around them. 
               Sab� TWISTS around and instantly SHOOTS two clone soldiers
               who came up behind them.

                                   PADME (CONT'D)
                         That was close!

               A BLAST from one of the mercenaries' grenades covers the area
               in SMOKE.

                                   JANGO
                         Let's go! 

               While the others provide cover, Jango, Wald, Crocolan, Padm�,
               and Sab� use the CABLES on their ASCENTION-GUNS: they shoot
               straight up -  and are HOISTED UP two levels - to above the
               clones. Artoo stays behind and bleeps.
               Crocolan is HIT by blaster-fire while being hoisted up - he
               hangs on the wire - dead.
               Jango and the other three detach their cables and take up
               positions. 
               They blast the soldiers below. 
               The clones are taking serious losses and start to pull back.

                                   DOOKU
                         Move it!

               Dooku, Obi-Wan, Artoo-Detoo, the Gate Keeptress, and Duurge
               start moving and fight their way to a door, while the others
               provide cover from above. 
               They all quickly go through the door.

               INT. FEDERATION STATION, BRIDGE

                                   NUTE GUNRAY
                         Are they dead yet?

                                   BRIDGE COMMANDER
                         I'm receiving conflicting reports.

                                   NUTE GUNRAY
                         Close all doors. They'll be
                         trapped.

               An officer works some controls.

                                   OFFICER
                         Something's wrong, Sir. The system
                         is not responding.

                                   NUTE GUNRAY
                         What?!

                                   BRIDGE COMMANDER
                         The bridge blast-doors aren't
                         locked either! Run a diagnostic.
                         They may have hacked in.

                                   NUTE GUNRAY
                         Get it fixed!

               INT. FEDERATION STATION, CORRIDOR

               Another corridor. At the end is a heavy door.

                                   JANGO
                         They must have figured out by now
                         we hacked into their system.

                                   DOOKU
                         Then we must hurry.

               With his saber, Dooku fries the control panel of the door
               they just went through, sealing it off.

                                   PADME
                         That way to the bridge!

                                   SABE
                         It's in there?

                                   PADME
                         Yes, and then a little further.

               She activates the controls of the heavy door. They all stand
               aside.

                                   JANGO
                         Wait.

               Jango peeks around the corner through the door, then turns
               back, brandishing his big gun.

                                   JANGO (CONT'D)
                         I'll take care of this.

               INT. FEDERATION STATION, OPEN AREA

               FOUR CLONES stand on guard and are alerted to the open door. 
               Suddenly, Jango appears and aims his gun at them. 
               He pulls the trigger - the weapon FIZZLES - it's out of
               energy... 
               The soldiers look at Jango, point their guns at him, and
               FIRE. 
               Jango DIVES out of the way and back around the corner of the
               door.

                                   OBI-WAN
                         Need help?

                                   JANGO
                         Not at all. 

               Jango drops his big gun, pulls both his blasters, and rolls
               back into the doorway. 
               The soldiers are running towards him.
               The rolling Jango BLAZES away at the clones, who return fire. 
               Amazingly, all four soldiers go down. 
               Jango sighs and gets up.

                                   JANGO (CONT'D)
                         Okay, all clear.

               The rest follows.

                                   WALD
                         Show-off.

               They all go through the door and enter the area.

               INT. FEDERATION STATION, SUB CONTROL ROOM - CONTINUOUS

               The group enters an area where terminals and machines stand
               humming. 
               Several large doors lead to the generators and other control
               rooms. 
               They move forward when suddenly a DOZEN SOLDIERS come running
               in through a passageway at the other side of the room. 
               They open fire. 
               The brave Gate Keeptress is hit by several blasts and falls
               down.
               While the Jedi deflect bolts, the others return fire.

                                   PADME
                         We have to get to those doors! 

               Several clones go down, but Wald is also killed. 
               The clones and heroes take cover behind crates and machinery. 
               Duurge fires another round of his weapon - several clones go
               down, but a small group of soldiers continue to take cover
               and fire back.

                                   JANGO
                         This could take forever!

               Obi-Wan provides cover by deflecting bolts, and the others
               continue to fire. 
               Dooku gets up and concentrates. 
               He extends both his hands to better manipulate the invisible
               energy field that is the Force. 
               A piece of heavy machinery LIFTS OFF from the ground and
               FLIES towards the clones - and CRUSHES them.

                                   SABE
                         Let's move!

               The group makes it to a door. 
               The two Jedi are a bit behind. Dooku sighs and slowly regains
               his strength. 
               Obi-Wan is impressed. 
               The Jedi Knight then checks on the Gate Keeptress - she's
               dead.

                                   PADME
                         This way. 

               They approach the door - suddenly, it SLIDES open. 
               The group stops - at the other side stands the hooded figure
               of Darth Keel. 
               She eyes the group menacingly. 
               Involuntarily the group takes a step back - fear strikes
               their hearths - by the POWER of the DARK SIDE!
                
               Dooku and Obi-Wan step forward.

                                   DOOKU
                         We'll handle this.

                                   SABE
                             (frightened)
                         We'll take the long route.

               The group backs away and runs to another door. 
               The Jedi and the Sith look at each other. 
               Darth Keel sheds off her robe.
               The Jedi switch on their lightsabers, and take a fighting
               stance.
               Keel takes her lightsaber - it ignites - first one red beam
               extends to one side, then another red beam extends to the
               other side.
               She JUMPS up and LEAPS over the Jedi, who TWIST around and
               ATTACK her. 
               A furious exchange of lightsaber CLASHES follows. 
               Despite the skill of the two Jedi, the athletic Keel manages
               to hold them both off.

               INT. FEDERATION STATION, CORRIDOR TO CONTROL ROOM

               A corridor, with at the end a door, guarded by FOUR SOLDIERS. 
               Suddenly the soldiers lift up their weapons and start firing. 
               They're hit by laser-bolts. 
               The group of heroes runs towards them, guns blazing. 
               All soldiers go down. 
               Jango activates the door mechanism and the door slides open.
               He fires two shots - one scream... 
               He walks in. The rest follows.

               INT. FEDERATION STATION, CONTROL ROOM - CONTINUOUS

               Control panels make up the front of the area. 
               A battery of humming generators line the back. 
               ONE DEAD CONTROLLER lies on the floor - shot by Jango. 
               A big door on one side of the room. 
               Jango checks it.

                                   JANGO
                         Locked! They fixed it!

                                   PADME
                         We have to get through. The bridge
                         is on the other side.

                                   SABE
                         Quickly Artoo, see what you can do.

               R2-D2 rolls to the door mechanism.
               Duurge closes the door they came in through.

               INT. FEDERATION STATION, SUB CONTROL ROOM

               The three warriors continue to fight. 
               They go through a heavy door and enter the MAIN GENERATOR
               AREA. 

               INT. FEDERATION STATION, MAIN GENERATOR AREA - CONTINUOUS

               There is a deep shaft, with walkways on various levels
               connecting several areas - and huge tubes humming and
               crackling with energy. 
               Keel BURNS Obi-Wan with her saber - he jumps back.
               She KICKS back Dooku and JUMPS over the shaft onto another
               walkway. 
               The two Jedi follow, and continue to CLASH sabers with the
               deadly woman.
               Keel executes an elaborate set of moves - bringing the Jedi
               off their balance.
               She KICKS Obi-Wan, who SLIPS and FALLS off the walkway.

                                   OBI-WAN
                         Aaaah!

               Obi-Wan FALLS down eight levels before he can GRAB on to the
               edge of a walkway. 
               He drops his lightsaber on the walkway. 
               Keel grins as she watches Obi-Wan fall. 
               Dooku takes advantage of the distraction and HITS Keel hard,
               causing her to FALL down one level on another walkway. 
               Dooku quickly JUMPS after her and forces her into retreat
               with a series of vicious saber blows. 

               Below, Obi-Wan hoists himself up on the walkway, picks up his
               lightsaber, and looks up.

               INT. FEDERATION STATION, CONTROL ROOM

               R2-D2 is still busy at the control station.

                                   SABE
                         Hurry, Artoo!

               R2-D2 whistles.

                                   PADME
                         I just hope nobody realizes we're
                         in -

               The door slides open.

                                   PADME (CONT'D)
                         - here...

               TWO SENTRY DROIDS float in and aim their guns at the heroes. 
               Duurge shoots at them - hitting their shields. 
               The droids return fire and KILL the mercenary. 
               The others take cover as the droids blaze away. 
               Artoo-Detoo is HIT - electrical currents engulf the poor
               little droid and he falls to the floor! 
               Then Sab� is HIT in her arm!

                                   SABE
                         Aaaai!

                                   PADME
                         Sab�! 

               The droids seize fire. 
               TWO more SENTRY DROIDS enter the area, followed by a DOZEN
               SOLDIERS and GUARDS. 
               There's nowhere to go. 
               The enemy forces aim their weapons menacingly at the helpless
               group.

                                   FEDERATION OFFICER
                         Give it up, Naboo slime!

                                   PADME
                         Drop your weapons. They win this
                         round.

               The defeated group drops the weapons. 
               The soldiers grab the heroes, and brutally remove all weapons
               from them. 
               The captives are then led away by the soldiers and droids. 
               They leave R2-D2 motionless on the floor...

               INT. FEDERATION STATION, REACTOR ROOM

               Generators and substations everywhere. Power cables and
               control panels, and in the middle of the chamber a part of
               the main reactor sticks out of the floor - going down many
               levels. Valves and control panels on the reactor make it
               clear this is where the reactor can be accessed.
               Using swift, calculated moves Dooku drives Keel back. 
               Keel finally manages to stop Dooku's assault and SWINGS at
               Dooku's legs, who JUMPS up - Keel FORCE-PUSHES Dooku away.
               Dooku falls on the floor several meters away. 
               Keel sighs and regains her strength, looking at Dooku like an
               enraged beast. 
               Dooku gets up. Calmly, the experienced old man pats the dust
               from his elegant Jedi robe.

                                   DOOKU
                         Your skills are very impressive,
                         young lady. Tell me, who taught
                         you?

                                   DARTH KEEL
                         That is the least of your concerns,
                         old man.

               The two warriors start circling each other.

                                   DOOKU
                         I'd really like to know.

                                   DARTH KEEL
                         All you need to know is that you're
                         going to die.

               Keel motions to a piece of machinery on the wall. 
               The heavy object BREAKS FREE and FLIES towards Dooku. 
               Dooku lifts his hand - and the object STOPS in mid-air, and
               is then HURLED against a wall. 
               Keel FORCE-PULLS another object free and HURLS it at the Jedi
               Master. 
               This time Dooku sends it FLYING BACK at Keel.
               Keel uses the Force too - now the heavy object is HANGING in
               the air, pushed at from two sides!
               Both warriors concentrate.
               Dooku is getting tired; Keel's expression is one of pure
               rage.
               Dooku concentrates harder and the object starts to move back
               towards Keel.
               Keel lets out a SCREAM and the object suddenly FLIES against
               the reactor. 
               It DESTROYS a valve and damages the reactor in a blinding
               EXPLOSION.
                
               Deadly streams and bolts of electricity shoot out of the
               broken part of the reactor, hitting everything electrical. 
               Sub-generators are hit, control panels blow up - explosions,
               sparks and smoke fill the area.
               Dooku and Keel are both KNOCKED DOWN by the blasts.

               INT. FEDERATION STATION, BRIDGE

               The group consisting of Padm�, Jango, and the wounded Sab� is
               led onto the bridge by a dozen clone soldiers. 
               Sab� holds her arm in pain. Jango looks.

                                   JANGO
                         It's cauterized. You'll live.

                                   SABE
                         I'm not so sure.

               Then they spot Anakin on the bridge - guards behind him.

                                   PADME
                         Anakin?! What are you doing here?!

                                   ANAKIN
                         What are you doing here?!

                                   PADME
                         I asked first.

               The girls and Jango are placed next to Anakin.
               Nute Gunray is all smiles.

                                   NUTE GUNRAY
                         Queen Amidala, how pleasant of you
                         to join us once again. Couldn't
                         stay away from me, could you?

                                   SABE
                             (in pain)
                         You'll never get away with this,
                         Gunray.

                                   NUTE GUNRAY
                         I already have.

                                   BRIDGE COMMANDER
                         Sir, we're losing power. There's
                         something wrong with the reactor.

                                   NUTE GUNRAY
                         The Jedi! They're still alive! Ah,
                         it doesn't matter. We have regained
                         full control of the ship. They're
                         trapped.
                             (to bridge commander)
                         Send troops to the reactor area -
                         and bring me the heads of the Jedi!

               INT. FEDERATION STATION, REACTOR ROOM

               LIGHTNING still flashes across the area, coming from the
               damaged reactor. Sparks and smoke everywhere. Emergency
               lights flash.

               Dooku is back up, and scans the area for Keel, lightsaber
               ready. The Sith is gone.

                                   DOOKU
                         You are strong with the Force,
                         young one, but your Dark skills are
                         no match for an experienced Jedi
                         Master. Give up.

                                   DARTH KEEL (O.S.)
                         You still have much to learn, Jedi.

               Dooku turns in the direction of Keel's voice. 
               She stands on a piece of machinery amidst the smoke.

                                   DARTH KEEL (CONT'D)
                         Now feel the power of the Dark
                         Side! The TRUE nature of the Force!

               Keel extends her hands and uses the Force to manipulate the
               lightning emanating from the reactor - the lightning SWIRLS
               near her hands, then SHOOTS out toward Dooku.

               Dooku jumps out of the way.
               Another volley of lightning - this time Dooku ABSORBS and
               DEFLECTS some with his lightsaber and his free hand.
               Keel is engulfed by a halo of lightning as she directs the
               reactor's energy towards Dooku.
               The onslaught is too much - Dooku is HIT and FLIES backwards
               across the room.

                                   DOOKU
                         Aaaarch!

               The attack stops. 
               Dooku is on the floor, badly hit and semi-conscious. 
               Keel laughs maniacally.

               INT. FEDERATION STATION, BRIDGE

               Nute turns to Sab�.

                                   NUTE GUNRAY
                         I'm afraid your life will soon come
                         to end, energetic queen, but
                         perhaps you can do me one final
                         favor... Reveal the location of
                         your resistance forces.

                                   SABE
                         I will never do that. The fight
                         will continue, with or without me.

                                   NUTE GUNRAY
                         Really?

               Nute moves to his control panel and presses a button. 
               On the main viewing screen, the throne room on Naboo appears. 
               Rune Haaku and Prime Minister Hoak walk up to the camera.

                                   NUTE GUNRAY (CONT'D)
                         Mister Haaku, how many prisoners
                         are now in our camps?

                                   RUNE HAAKU
                             (on screen)
                         Over two million, Sir, and our
                         troops are in full control of all
                         population centers.

                                   NUTE GUNRAY
                         Good. Prepare to execute the
                         prisoners.

                                   SABE
                         No!

                                   NUTE GUNRAY
                         We've been through this before.
                         You're a slow learner, Sab�. Talk,
                         and I will spare their lives. Just
                         as the lives of your friends here.
                         Captain, bring that girl over here.

               The Federation officer grabs Padm� and pushes her to Nute,
               who holds her tight.

                                   ANAKIN
                         Padm�!

                                   NUTE GUNRAY
                             (To Sab�)
                         As their leader, you should act in
                         the best interest of your people,
                         Your Highness.

                                   PRIME MINISTER HOAK
                             (on screen)
                         Kill all the prisoners? But I am
                         the ruler of Naboo. I -

                                   NUTE GUNRAY
                         You are only a pawn, my incompetent
                         friend. An unfortunate necessity.
                         You're much to soft.

                                   PRIME MINISTER HOAK
                             (on screen)
                         What?! But I...

                                   PADME
                             (to prime minister)
                         You fool! They're just using you,
                         like they use everybody to gain
                         profit and power! That's all they
                         care about!

               Padm� tries to escape Nute's grasp, but the tall man grabs
               the girl tighter in his big arms.

                                   NUTE GUNRAY
                         You're a feisty little one.
                             (beat)
                         Look, my dear. I am in full control
                         of everything. It's pointless to
                         resist. Oh, wouldn't you like to
                         reach these controls?

               Nute pushes Padm� to his control panel, but holds her tight.

                                   NUTE GUNRAY (CONT'D)
                         You wanted to shut down our clones,
                         didn't you? You can do that right
                         here, like this.

               With one hand, Nute activates some controls. The panel lights
               up.

                                   NUTE GUNRAY (CONT'D)
                         Just push this lever right here,
                         and my troops will seize to
                         function.

               He pushes Padm� close to the control panel, but holds her
               arms tightly. He smells her hair.

                                   NUTE GUNRAY (CONT'D)
                         So close, and yet so far away.

               Nute looks at Sab�.

                                   NUTE GUNRAY (CONT'D)
                         Maybe this one won't need any
                         chains.

               Nute brushes through Padm�'s hair and caresses her. 
               Anakin can't take it.

                                   ANAKIN
                         Let her go!

               Nute laughs. Then he turns to Rune Haaku on the screen.

                                   NUTE GUNRAY
                         Execute the prisoners.

                                   RUNE HAAKU
                             (on screen)
                         Yes, President.

               Nute caresses Padm�'s face, then holds her neck - ready to
               break it. 
               He looks at Sab�.

                                   SABE
                         Wait! Wait. I'll talk.

                                   NUTE GUNRAY
                         Very wise, my old flame, but I
                         think you need to be taught a
                         lesson anyway.

               He's about to kill Padm�. He holds her neck tight, starting
               to twist it...

                                   PADME
                         Ah!

               Anakin is sweating and trembling with emotions. 
               He looks at Padm�, at the control panel, then back at Padm�.

                                   NUTE GUNRAY
                         So young, so pretty, so full of
                         life...

                                   ANAKIN
                         Noooooo!!!!

               Suddenly the lever on the control panel is PUSHED by an
               invisible force! 
               The clone soldiers on the bridge start to TWITCH, then FALL
               on the floor - in instant stasis.
               The rest of the bad guys on the bridge are surprised.

                                   NUTE GUNRAY
                         What the - !

               He softens his grip on Padm�, who instantly reacts - she
               PULLS FREE and KICKS Nute away.

                                   PADME
                         Hayaa!

               Jango grabs a gun from one of the fallen clones and starts
               SHOOTING the bridge crew. 
               Sab� follows his example and Padm� also dives for a weapon. 
               Anakin is in a state of shock, as he keeps staring at the
               control panel he manipulated with the Force.

                                   JANGO
                         Give it up!

               The surviving bad guys lift their arms in the air. 
               Nute is still down on the floor, on his knees.

               INT. FEDERATION STATION, REACTOR ROOM

               Darth Keel approaches Dooku, who is still down. 
               She switches on her lightsaber - one beam only.
               She's ready to kill Dooku - but at the last moment Dooku GETS
               UP, SUMMONS his lightsaber back in his hand and BLOCKS Keel's
               attack.

               A fierce exchange of blows follows.
               Keel switches on the second lightsaber beam, but Dooku is
               ready and BLOCKS her attack.
               Blades crossed, the two look at each other. 
               Dooku has trouble keeping Keel away. 
               The Dark lady smiles evilly - then PUSHES and CUTS Dooku in
               his shoulder.

                                   DOOKU
                         Aaarch!

               For good measure she then CUTS him in his legs. 
               The Jedi master goes down; his lightsaber CLATTERS on the
               floor.
               Darth Keel TWIRLS her saber and LIFTS it above her head -
               ready to deliver the final blow. 
               She STRIKES down - but Dooku suddenly SLIDES over the floor
               out of the way - Keel's saber IMPALES the floor. 
               Darth Keel looks up in surprise - Obi-Wan stands on a
               platform above, hand extended. He used the Force to pull
               Dooku to safety. 
               With a YELL, Obi-Wan LEAPS off the platform - and LANDS
               behind Keel, who TWISTS around.
               Obi-Wan ATTACKS.
               With aggressive BLOWS Obi-Wan drives Keel back. 
               Keel TRIPS and FALLS and Obi-Wan CUTS her saber in half. Now
               only one blade is left. 
               Keel KICKS Obi-Wan away and JUMPS up.
               She counter-attacks and starts to drive Obi-Wan back.
               They cross blades - and with a feral snarl Keel uses every
               scrape of her Dark Side powers to FORCE-PUSH Obi-Wan away. 
               Obi-Wan FLIES backward and over the edge of the shaft in
               which the reactor is placed.

                                   OBI-WAN
                         Aaaah!

               Obi-Wan manages to hold on to a small ledge, but he loses his
               lightsaber. 
               The weapon falls down the shaft.
               Keel recovers. 
               She walks over to Obi-Wan, lightsaber ready, but she can't
               reach him. 
               Obi-Wan can barely hold on.

               INT. FEDERATION STATION, BRIDGE

               The heroes hold the surviving bad guys at gunpoint.
               Sab� is checking some controls.

                                   SABE
                         We've got to -

               Suddenly they're distracted by a bleep on one of the bridge's
               consoles. 
               Nute Gunray quickly DIVES for a gun on the floor and aims it
               at Sab�. 
               Padm� is quicker and SHOOTS Nute. 
               The president falls back on the floor - dead.

                                   SABE (CONT'D)
                         Thanks.

               Rune Haaku appears on the screen.

                                   RUNE HAAKU
                             (on screen)
                         What's going on? Our clones are all
                         down. Our defenses are gone!

               Sab� turns to the screen.

                                   SABE
                         You're invasion has failed, losers.
                         Surrender at once.

               Rune Haaku turns to his aides and his non-clone officers.

                                   RUNE HAAKU
                         This enterprise has been a failure.
                         We must leave at once.

                                   PADME
                         Yeah, that's right. You run! But
                         even if you make it out of here,
                         we'll get you one day!

                                   RUNE HAAKU
                         We shall see. You underestimate the
                         power of the Trade Federation.

                                   PADME
                         And you underestimated us, you
                         sorry piece of Federation -

               The screen goes black.

                                   PADME (CONT'D)
                         Heh!

                                   JANGO
                         Let's lock them up in there.

               Jango, Padm� and Anakin lead the surviving crew members into
               a side-room.
               Padm� turns to Anakin.

                                   PADME
                         How did you do that, Anakin? You
                         did do that, didn't you?

                                   ANAKIN
                         I'm not sure, I think so. I guess I
                         used the Force.

                                   JANGO
                         Whatever you did, you saved our
                         lives - for now.

               EXT. NABOO, THEED STREETS - DAY

               In the streets of Theed, NABOO CITIZENS cheer and run towards
               the royal palace. 
               CLONE SOLDIERS lie on the ground, motionless and useless.

               EXT. NABOO ROYAL PALACE, LANDING AREA - DAY

               Rune Haaku and his men enter a TRANSPORT that survived the
               attack. 
               In the background, other SHIPS take off from inside the city
               of Theed.
               Prime Minister Hoak comes running after them.

                                   PRIME MINISTER HOAK
                         Wait! You can't leave me here!

               The transport takes off, while NABOO CITIZENS come running
               onto the landing area.

                                   PRIME MINISTER HOAK (CONT'D)
                             (frightened)
                         Wait!

               INT. FEDERATION STATION, REACTOR ROOM

               Darth Keel tries to make Obi-Wan lose his grip on the ledge
               by using the Force. 
               Obi-Wan can barely hold on. He will soon fall.

               He closes his eyes and calms down. Then -

                                   OBI-WAN
                         Yaaah!!

               Obi-Wan FLIES up and over Keel - propelled by the Force.
               In mid-flight Obi-Wan SUMMONS Dooku's discarded lightsaber in
               his hand.
               He lands and ATTACKS the surprised Keel. 
               She barely manages to block a blow from his saber.
               The two exchange blows at a dazzling speed, standing close to
               each other.
               Suddenly Keel's hands - holding her lightsaber - FLY away
               from her arms and land on the floor.
               She looks down in shock - then she FALLS backward - into the
               shaft.
               Darth Keel FALLS down the shaft - in two halves - Obi-Wan has
               cut her in half at the waist.
               Obi-Wan sighs.

                                   OBI-WAN (CONT'D)
                         Bitch.

               Obi-Wan rushes to Dooku, and helps him get up.

                                   OBI-WAN (CONT'D)
                         Master!

                                   DOOKU
                             (laughing weakly)
                         I'll be fine. That was very
                         impressive, young Knight.

               Obi-Wan supports the injured Dooku as they leave the reactor
               chamber.

               INT. FEDERATION STATION, ANOTHER CORRIDOR

               Obi-Wan and Dooku walk through a corridor. Obi-Wan supports
               the wounded Dooku. 
               They look at the dozens of CLONE SOLDIERS lying motionless on
               the floor. 
               Suddenly the ship shakes. The sound of explosions; alarms go
               off.

               INT. FEDERATION STATION, BRIDGE

               The ship shakes under the attack. 
               Alarms whine.
                
               Through the windows and on the viewing screen several TRADE
               FEDERATION SHIPS can be seen firing at the station. 
               Jango has taken place at the commanders station.

                                   PADME
                         I thought they would leave!

                                   ANAKIN
                         I guess they're poor losers.

                                   SABE
                         More like they don't want to leave
                         any loose ends behind.

                                   JANGO
                         It's no use! Something's wrong with
                         the reactor. I can't activate the
                         weapons.

               Anakin points at a display.

                                   ANAKIN
                         Shield's gone too!

                                   JANGO
                         It's a big ship, we'll hold on for
                         a bit as long as they don't use any
                         -

               Big, bright balls shoot towards the ship and impact, shaking
               everything.

                                   JANGO (CONT'D)
                         - heavy bombs!

               EXT. SPACE, FEDERATION STATION

               The massive ship is HIT by the projectiles shot from the
               other ships - EXPLOSIONS all over the hull.

               INT. FEDERATION STATION, BRIDGE

               Control panels EXPLODE and sparks fly. Another big explosion
               somewhere, shaking the ship.

                                   JANGO
                         Time to leave!

               They get up, grab weapons, open the blast-door and run out.

               EXT. SPACE, FEDERATION STATION

               The Federation ships continue to fire at the main ship.
               EXPLOSIONS everywhere. 
               The main ship tilts over.

               EXT. SPACE, FEDERATION BATTLECRUISER

               A FEDERATION TRANSPORT flies to a BATTLESHIP and enters its
               hangar.

               INT. FEDERATION BATTLECRUISER, HANGAR

               Rune Haaku exits the transport. An OFFICER approaches him.

                                   BATTLECRUISER OFFICER
                         Sir, the command ship is finished.

                                   RUNE HAAKU
                         Good, order a full retreat.

               EXT. SPACE, NABOO

               The ships end their attack on the heavily damaged main
               station, and fly away. 

               INT. FEDERATION STATION, CONTROL ROOM

               Artoo-Detoo still lies motionless on the floor. 
               Nobody else is in the room. 
               An explosion shakes the ship and Artoo. 
               Suddenly the droid's eyes light up.  
               Artoo bleeps and looks around, then the brave little droid
               lifts himself up.

               INT. FEDERATION STATION, CORRIDORS

               Federation CREW MEMBERS run around in panic, entering escape
               pods, and running to the hangar. 
               Anakin, Padm�, Sab�, and Jango run through a corridor and
               reach a hangar where several shuttles are parked.

               INT. FEDERATION STATION, HANGAR - CONTINUOUS

               A few CREW MEMBERS board one shuttle, which takes off and
               flies away. Jango points at another shuttle.

                                   JANGO
                         To that shuttle!

                                   ANAKIN
                         What about Obi-Wan and Dooku?

                                   OBI-WAN (O.S.)
                         What about us?!

               Everybody turns to look. Obi-wan and the injured Dooku come
               in through another doorway.

                                   ANAKIN
                         You made it!

                                   DOOKU
                         So did you, obviously.

               An EXPLOSION brings down part of the ceiling.

                                   OBI-WAN
                         This place is gonna blow!

               They run to a SHUTTLE and start to enter. 
               Suddenly they hear a familiar beeping. 
               Padm� and Anakin look back.

                                   PADME
                         Artoo!

               It's R2-D2.
               The little droid rolls towards the shuttle and enters. 
               The shuttle's engines are fired up and the craft takes off
               and starts to fly toward the exit.
               The far wall is blown away by an explosion, setting off fuel
               tanks and generators. 
               The other shuttles are blown up.

               INT. SHUTTLE, PASSENGER HOLD

               Obi-Wan helps Dooku onto a bench. Padm� and Anakin rush to
               the cockpit. Obi-Wan quickly follows.

               INT. SHUTTLE, COCKPIT (HANGAR-ARM)

               Jango is in the pilot's seat. Anakin takes place in the co
               pilot's seat. 
               The others look on as the shuttle flies out of the inner
               hangar bay and into the next.

                                   JANGO
                         We're near the center of the ship.
                         We have to go all the way through
                         this hangar-arm before we're out.

               Outside, the station SHAKES and RUMBLES.

                                   ANAKIN
                         This is gonna be close!

               INT. FEDERATION STATION, HANGAR-ARM - CONTINUOUS

               The shuttle flies through the hangars, over other transports,
               machinery, and past obstacles. 
               Behind the shuttle a huge FIREBALL follows them, BLOWING UP
               stuff all around.

               INT. SHUTTLE, COCKPIT (HANGAR-ARM) - CONTINUOUS

               They fly at full speed through the massive docking bays, and
               barely miss a huge transport. 
               Everybody holds on tight. Dooku enters the cockpit, worried.

                                   SABE
                         Watch out!

                                   ANAKIN
                         Almost there...

               The end of the hangar comes in sight. 
               Space looms ahead, but FLAMES start to ENGULF the small
               shuttle and shoot out ahead of them.

                                   PADME
                         Faster!

               EXT. FEDERATION STATION, SPACE - CONTINUOUS

               Flames shoot out of the hangar, and massive explosions rip
               the huge ship apart. 
               It EXPLODES.
               Debris flies everywhere.
               Then out of the explosion and pieces comes the shuttle -
               flying to safety!

               INT. SHUTTLE, COCKPIT

               They all cheer. They made it!

               EXT. SPACE, NABOO

               The shuttle flies to Naboo.

               EXT. NABOO ROYAL PALACE, LANDING AREA # 2 - LATE DAY

               A REPUBLIC TRANSPORT lands on a landing area of the royal
               palace. 
               Queen Sab� Amidala, Padm�, and SEVERAL DIGNITARIES, as well
               as NABOO WITCHES, await the passengers. 
               Dooku, Obi-Wan, Anakin, and Jango stand a bit behind them. 
               REPUBLIC GUARDS form a line and out of the transport comes
               Palpatine, followed by Yoda, Mace Windu, and several other
               JEDI, and DIGNITARIES.
               Palpatine walks up to the queen.

                                   PALPATINE
                         Your Highness, it is great to see
                         you again - on a liberated Naboo.

                                   SABE
                         Thank you, and congratulations on
                         your election to Supreme
                         Chancellor.

                                   PALPATINE
                         I promise I will strive to mend the
                         wrongs, and lead the Republic back
                         to its former glory.

               He turns to Padm�.

                                   PALPATINE (CONT'D)
                         Young lady, you have shown more
                         wisdom and courage then could be
                         expected from someone your age. The
                         Republic could use people like you.

                                   PADME
                         Thank you, Your Excellency.

                                   SABE
                         I'm sure my little sister will do
                         her part.

               Palpatine moves on to Dooku and the others, while the Jedi
               masters approach the queen.

                                   PALPATINE
                         A job well done, my friends. And
                         you, young Skywalker, I will follow
                         your career with great interest.

               The Jedi bow as Palpatine moves on.

               EXT. NABOO ROYAL PALACE - NIGHT

               Peace has returned to Naboo, although outside, people are
               preparing for a celebration.

               INT. ROYAL PALACE, THRONE ROOM - NIGHT

               Jango Panaka stands before Sab�. Padm� is there too.

                                   SABE
                         We are all indebted to your
                         bravery, Jango, and we mourn the
                         loss of the others. If you wish,
                         you can stay with us on Naboo. Our
                         security force could use a man like
                         you - in a high position.

                                   JANGO
                         Thank you, but I have to decline.
                         It's time for me to be on my way.

                                   SABE
                         We must all follow the paths laid
                         out for us in life. May the Force
                         be with you, Jango.

                                   JANGO
                         Your Highness, Padm�.

               Jango bows.

                                   PADME
                         Don't be a stranger.

               Jango grins, and leaves. 
               On his way out he encounters Obi-Wan and Anakin.

                                   JANGO
                         See you around, Jedi.

               Jango is gone. 
               Obi-Wan and Anakin approach the girls. Sab� smiles.

                                   SABE
                         And what is to become of our young
                         friend here?

                                   OBI-WAN
                         The Council has given me permission
                         to train Anakin.

                                   PADME
                         That's great!

               She rushes to Anakin, embraces him, and gives him a quick
               kiss on his mouth. Anakin blushes. Obi-Wan and Sab� smile.

                                   PADME (CONT'D)
                         I guess that little stunt you
                         pulled on the Federation ship made
                         them change their minds, huh?

                                   ANAKIN
                         I guess so.

               Obi-Wan turns to Anakin.

                                   OBI-WAN
                         You will be a Jedi, Anakin. I
                         promise.

               Anakin lets these words sink in. He WILL be a Jedi.
               Sab� moves closer to Obi-Wan.

                                   SABE
                         I know you're a Jedi Knight, and
                         your love is with the Force, but
                         you've deserved this - and then
                         some.

               Sab� GRABS the surprised Obi-Wan, and KISSES him passionately
               on the mouth.
               She finally lets go. 
               Now it's Obi-Wan turn to blush. 
               The others laugh.

               EXT. NABOO ROYAL PALACE, TOWER - NIGHT

               Night. The palace is lit by lights and torches. 
               The same tower as where Darth Keel meditated is dimly
               illuminated.

               INT. ROYAL PALACE, TOWER - NIGHT

               The gloomy tower chamber is lit only by torches, casting
               shadows over the walls.
               Yoda paces around. Mace Windu and Dooku are also present.
               Dooku supports himself with a cane.

                                   MACE WINDU
                         The Council has decided, Yoda.
                         Anakin Skywalker will be Obi-Wan's
                         apprentice.

                                   YODA
                         Nevertheless, I sense danger in the
                         training of this boy.

                                   MACE WINDU
                         I am more concerned about the
                         danger encountered in recent
                         events.

                                   DOOKU
                         There can be no doubt. The
                         mysterious warrior was a Sith.

                                   MACE WINDU
                         But are there more?

                                   DOOKU
                         I am certain of it. Their power
                         must not be underestimated.

                                   YODA
                         One thing is for certain - the Sith
                         have returned.

                                   DOOKU
                         This crisis should never have
                         happened. The Republic has become a
                         corrupt institution, and the Jedi
                         serve it.

                                   MACE WINDU
                         Perhaps matters will improve now.

                                   YODA
                         The Jedi must do their duty.

                                   DOOKU
                         But do they? The Jedi Order has
                         betrayed itself by serving corrupt
                         politicians. Masters, my feelings
                         about this are clear.

                                   YODA
                         Betrayed? Such strong words you
                         use, Dooku.

               Dooku sighs. This is difficult.

                                   DOOKU
                         Masters, I can no longer be a
                         servant of the Republic.
                         If that means leaving the Jedi
                         Order...so be it.

               Mace and Yoda are surprised.

                                   MACE WINDU
                         Leave the Order?!

                                   YODA
                         A most rare and unusual step,
                         Dooku. Too rigorous.

                                   DOOKU
                         Those who believed that leaving the
                         Republic would bring salvation were
                         betrayed, but their cause is just.
                         For many systems, the Republic has
                         failed.

                                   MACE WINDU
                         You must go where the Force guides
                         you, but this will be a great loss
                         to the Order.

                                   DOOKU
                         I have made my decision, my
                         Masters.

                                   YODA
                         Then may the Force be with you, my
                         old friend.

               Dooku bows.

                                   DOOKU
                         May the Force be with you.

               Dooku turns and exits.
               Yoda and Mace Windu look at each other, saddened and
               disturbed.

               EXT. NABOO ROYAL PALACE - DAY

               A massive CROWD has gathered around the palace. 
               Banners and flags everywhere.

               EXT. NABOO ROYAL PALACE, MAIN COURTYARD - DAY

               A CROWD has gathered on the palace ground.
               Queen Sab� Amidala steps onto the balcony and waves.
               Everybody cheers.
               Padm� joins her. 
               Then Palpatine, Obi-Wan, Anakin, R2-D2, Yoda, Mace Windu, and
               several other dignitaries and witches take up positions
               behind and next to them.
               The crowd cheers as the queen waves and Naboo starfighters
               soar overhead. 
               Confetti everywhere.

               On the balcony Padm� looks at Anakin. 
               They smile at each other. 
               They hear the familiar beeping of a droid and look at Artoo
               Detoo - fixed and shiny.
               They all smile and look at the cheering crowd.

                                                       FADE OUT.
                                         THE END
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