Parallel Universe Star Wars, Episode 4: Evil Unleashed
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Parallel Universe Star Wars
Episode IV
Evil Unleashed



by Darth Sillyname, the Dynamic Villain


Based on the works of George Lucas, especially 'The Phantom Menace'



Last revision
April 2005



Darth Sillyname, the Dynamic Villain
http://www.geocities.com/dynamicvillain
[email protected]
-----------------------------------


This is the rewrite of my first rewrite - which is the rewrite (or fanscript) 
of the real Star Wars, episode 1: The Phantom Menace.
Originally I split the first episode in two, so I had four prequel episodes. 
I have now changed these first two, and turned those into one script - 
which of course has elements from those two scripts, but is also different.
While I liked the previous two scripts, I decided to try to make one episode, 
so I would end up with a trilogy. I think it worked out pretty well. 
A lot of fat has been cut, and it's a nice adventure, 
although with some 166 pages (in one html file), it's a bit long. 
But time flies when you're having fun!

This episode is called Episode 4, because I intended to make 3 pre-prequels that 
take place before these prequels. I'm still thinking about doing those...

So what happens in this episode? Hey! Find out for yourself!
I like it better than The Phantom Menace, which I thought was boring, 
and had crappy characters.


Okay, I'll first introduce the important characters.
Or CLICK HERE to skip the intro and read the script!

OBI-WAN KENOBI
Occupation: Jedi Knight
Sex: Male
Age: in his thirties
Description: A cool Jedi Knight. Together with his Jedi partner Qui-Gon Jinn he 
travels the galaxy on missions for the Jedi Council. While he has values like honour and 
bravery, he is not without his weaknesses. He has the ambition to take on an apprentice of 
his own, and he is arrogant enough to believe that the Jedi Council will see things his way.
He is also confident enough to believe that the Jedi and their missions are more important 
than anything else, and that the Jedi know things best. At the same time he is 
inexperienced, and when the idealistic Jedi Master Dooku joins him he is not sure what to 
do. Follow this old man on a damned fools crusade, or play by the rules after all...

ANAKIN SKYWALKER
Occupation: Poor kid, soon to be Jedi apprentice
Sex: Male
Age: fourteen
Description: An impatient young teenage boy, who lives with his mother in a small 
city state on the desert planet Tattooine. He dreams of a better life, away from the misery.
At his young age, he is already a capable pilot, and he's good at fixing things. But 
there's also something special about him. The Force is strong with Anakin, and when a pretty 
girl and two Jedi Knights cross his path, the kid realizes that Jedi training and adventure
are within reach. But not all adventures are fun...

PADM� NABERRIE
Occupation: Half-sister of the Queen of Naboo, and her brave decoy - and replacement - 
in times of trouble.
Sex: Female
Age: Sixteen
Description: Orphaned when she was very young, pretty Padm� was first raised by the 
mysterious Witches Of Naboo, before being adopted by the Royal Family of Naboo. With her 
stepparents dead, her only family is her half-sister Sab�, the queen of Naboo. Padm� is very 
brave, but even she will need help from Jedi Knights and kind strangers to survive the 
dangers that await her.

SAB� AMIDALA
Occupation: Queen of Naboo
Sex: Preferably with Obi-Wan
Age: Eighteen
Description: The young queen of Naboo cares deeply about her people, and about her 
sister Padm�. She'll do anything to help them. Even in the presence of Jedi Knights, and 
traveling incognito, she won't hesitate to take control. She develops a crush on the brave 
and handsome Obi-Wan, and even if that will lead to nothing, few people can ignore her 
amazing beauty and perfect figure - attributes this young energetic lady is all too well
aware of. 

JANGO PANAKA
Occupation: Soldier of fortune
Sex: Male
Age: late thirties, early forties
Description: A rough loner, Jango is a gun for hire. He'll work for whoever pays him,
but once he's hired, he keeps his own code of honour. Jango cares about few things, apart 
from his own well being and glory. Captured by the Trade Federation, he is freed by Jedi 
Knights, and agrees to join them and a young handmaiden on a quest to rescue the queen of 
Naboo - for the right price of course. Jango is a great fighter. Rumor has it that he even 
killed a Jedi once...

QUI-GON JINN
Occupation: Jedi Master
Sex: Female
Age: In her fifties
Description: A strong woman, Qui-Gon is an experienced Jedi Master, often assigned
to deal with difficult situations. Diplomacy or action, she's good at both, although she
clearly favours diplomacy and reason above negotiations with a lightsaber. Jedi Knight 
Obi-Wan is her prot�g�, and often she has to hold him back when he is too impatient, or 
reckless. But in time Obi-Wan will discover just how great a Jedi Qui-Gon Jinn was...

DOOKU
Occupation: Jedi Master
Sex: Male
Age: Late seventies, early eighties
Description: Jedi Master Dooku is one of the most powerful and wisest of the Jedi.
 Despite his experience he is not a member of the Jedi Council, 
mainly because too often he makes his own plan, instead of following the rules 
and commands of an institution that serves politicians. The idealistic old man, and former
master of Qui-Gon Jinn, has studied the ancient Sith, 
but he has yet to discover the true power of the Dark Side...

R2-D2 (Artoo-Detoo)
Occupation: Astromech droid
Sex: None. He's a droid.
Age: Unknown. He appears to be fairly new.
Description: As an astromech droid, Artoo-Detoo works on board a Naboo Royal Cruiser,
until things go wrong, and the clever and useful little droid is thrown into an adventure
together with Padm� Naberrie. It's the start of an amazing career of an amazing hero. 
Despite that he speaks only in beeps and whistles, brave little Artoo usually has little 
trouble making things clear.

C-3PO (See-Threepio)
Occupation: Protocol droid
Sex: None, but his voice is male.
Age: Unknown, several decades at least.
Description: As a protocol droid, the cowardly Threepio works for the president of 
the mighty Trade Federation. That is, until one day a Jedi Knight - interested in the data 
stored in Threepio's memory - crosses his path. Fortunately, losing a head is not always the
end for a droid, and Threepio is given a new start in 'life' in the service of the kind 
Shmi Skywalker.

NUTE GUNRAY
Occupation: President of the Trade Federation
Sex: Male
Age: in his sixties
Description: The human Nute Gunray is the greedy president of the mighty Trade 
Federation - an intergalactic organization that controls much of the trade between thousands
of star systems. Fed up with the laws and taxes of the Galactic Republic, the President has
set out to convince various systems to leave the Republic, and sign deals with the 
Federation. To accomplish this however, he made an agreement with a very evil individual.
Gunray has an army of clone warriors at his disposal. Obsessed with control and power, the 
president has ensured that he can control the alien clones with a special device.

DARTH KEEL
Occupation: Lady of the Sith
Sex: Female
Age: Unknown, probably in her thirties
Description: The most evil woman in the galaxy, Lady Keel is a sinister, white alien
female who loves nothing more than to kill, maim, and watch people suffer and die. Her 
greatest desire is to destroy the Jedi. She is the loyal apprentice of the mysterious Darth 
Sidious, and takes care of his business, while he safely remains in the shadows.

DARTH SIDIOUS
Occupation: Lord of the Sith
Sex: Male
Age: Unknown
Description: Darth Sidious is a mystery. He stays hidden in the shadows, while his
apprentice Keel does his bidding. According to an old story, a Darth Sidious was once 
defeated by a female Jedi named Skywalker, but the evil Sith lord was able to preserve his
essence inside the mysterious Kyber Crystal. But this is only a story...

SHMI SKYWALKER
Occupation: employee of Watto
Sex: Female
Age: in her forties
Description: Shmi Skywalker is a sad, but kind woman. She works hard to scrape 
together enough money to leave the slavers-run city state of Mos Espa, and buy a moisture 
farm together with her friend Cliegg Lars. Not only for herself, but also because she wants
a better life for her son Anakin. Anakin's father died when she was taken as a slave.
Fortunately, a former master gave her and Anakin their freedom. Despite being against
slavery, Shmi agrees to let the enslaved Padm� Naberrie stay at her house, because her boss
Watto pays her extra for this.

CLIEGG LARS
Occupation: Worker in Mos Espa
Sex: Male
Age: In his forties/ early fifties
Description: A rough, but good man, Cliegg Lars works hard for his money in Mos Espa.
Together with his girlfriend Shmi Skywalker, he hopes to save enough money so one day
they'll be able to buy a moisture farm, and start a new life. Cliegg has a son named Owen.

OWEN LARS
Occupation: Poor kid
Sex: Male
Age: Thirteen
Description: Owen is Cliegg's son, and Anakin's future brother in law. He doesn't 
like Anakin, and Anakin doesn't like him. Owen often makes fun of Anakin, especially when
Anakin dreams of a life as a star pilot. 

SUPREME CHANCELLOR PALPATINE
Occupation: Supreme Chancellor of the Galactic Republic
Sex: Male
Age: In his sixties
Description: Once the representative of Naboo in the Galactic Senate, the experienced
politician Palpatine is now the Supreme Chancellor of the Republic - the highest function 
in this galaxy spanning organization. As chancellor, he gets to give orders to the Jedi 
Council. When he was elected, Palpatine set out to fight corruption, and limit the influence 
of the mighty commerce organizations. Sadly, those things take time...

RUNE HAAKU
Occupation: Vice-President of the Trade Federation
Sex: Male
Age: Unknown, pretty old
Description: The lizard-like Neimodian Rune Haaku is the greedy and cowardly second
in command of the Trade Federation. Words like ethics and morality don't belong in his 
vocabulary.

PRIME MINISTER HOAK
Occupation: Prime minister of Naboo
Sex: Male
Age: In his sixties
Description: Hoak is the corrupt prime minister of Naboo. He has secretly worked 
together with the Trade Federation to get rid of the popular queen Amidala, and get his 
planet to sign a treaty with the Federation - a treaty that will give him control over his 
planet, and make him rich beyond his dreams.

YODA
Occupation: Jedi Master
Sex: Male
Age: 865
Description: The legendary small alien Yoda is the most powerful Jedi Master in the 
galaxy. For hundreds of years he has trained Jedi Knights, and fought evil. Yoda now holds a
senior position on the Jedi Council. 

MACE WINDU
Occupation: Jedi Master
Sex: Male
Age: In his fifties
Description: Mace is a powerful Jedi Master, and  chairman of the Jedi Council.

KI ADI MUNDI
Occupation: Jedi Master
Sex: Male
Age: Unknown
Description: The alien Ki-Adi is a wise Jedi Master, who sits on the Jedi Council.

BAIL ORGANA
Occupation: Senator of Alderaan
Sex: Male
Age: In his forties
Description: Bail Organa is the senator for Alderaan in the Galactic Senate. He is 
the son of the Viceroy of Alderaan, and will one day take his place to lead to people of his
peaceful planet. Senator Organa supports the people of Naboo, and opposes the powers of 
greed and commerce, like the Trade Federation.

SIO BIBLE
Occupation: Senator of Naboo
Sex: Male
Age: In his sixties
Description: Senator Bible serves the people of Naboo the best he can, but
unfortunately the mighty Trade Federation has powerful allies in the Galactic Senate.

WATTO
Occupation: Used parts shop owner
Sex: Male
Age: Unknown
Description: A short, flying alien, Watto is the greedy owner of a used parts shop in 
Mos Espa on Tattooine. Not that used parts are the only things he deals in. If it makes him
money, he will buy and sell anything. Living in a city state where slaves are held, Watto
buys a pretty young slave girl and her astromech droid. Soon however, someone turns up who
wants the buy them from him...

GAIAS�
Occupation: Great Mother of the Witches of Naboo
Sex: Female
Age: In her eighties, or beyond
Description: As Great Mother of the Witches of the forests of Naboo, Gaias� is 
considered to be the wisest of this mysterious, but peaceful cult - remnant of an ancient 
Sith cult. She may even know what led to the return of the Sith. Not everyone considers her
to be wise however. A certain young Jedi Knight seems convinced that she's just a silly old
crone.

THE GATE KEEPTRESS
Occupation: Naboo Witch, and keeper of the entrance to the witch domain.
Sex: Female
Age: Late twenties
Description: This unnamed athletic young woman is a true amazonian warrior babe - 
brave and strong, using an ancient laser sword and shield as weapons. She joins the heroes
on their quest to rescue the queen, and restore freedom to Naboo.


Remember, this rewrite is for fun. I respect George Lucas, who owns Star Wars, etc., etc.

Now have fun!!
----------------------------------------------------------------
               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 up into
               infinity...

               STAR WARS
               EPISODE IV
               EVIL UNLEASHED

               Unrest   stirs   the   Galaxy. 
               Meaning    to   restore    the 
               REPUBLIC  to its former glory,
               the Galactic Senate has  voted
               to tax  the  trade  routes  to 
               outlying star systems.

               Angered to  lose  profits, the 
               mighty TRADE FEDERATION  seeks
               to  evade  these  measures  by 
               convincing remote  systems  to 
               leave the  Republic and accept
               exclusive agreements.

               While the Federation increases 
               pressure on the  people of her 
               peaceful planet, QUEEN AMIDALA 
               of   Naboo   travels   to  the 
               capital   of   the   Republic, 
               hoping  to resolve  the crisis 
               through diplomatic means...

               PAN DOWN

               Through a vast sea of stars to reveal a NABOO N-1 SPACE
               FIGHTER zooming through space view, followed by ANOTHER.

               The fighters turn and fly back, while a larger NABOO ROYAL
               CRUISER flies on at full speed. 

               Laser blasts hit the ship, explosions everywhere. 
               The cruiser is followed by a huge TRADE FEDERATION BATTLE
               CRUISER, which relentlessly fires on the smaller vessel.

               The two Naboo fighters attack the battle cruiser, but are
               blown away. 

               The Royal Cruiser continues to get hit by the blasts.

               INT. NABOO ROYAL CRUISER, CORRIDOR

               CREW MEMBERS run around as the ship is rocked by an
               explosion. Alarms whine.

               Astromech droid ARTOO-DETOO (R2-D2) turns a corner and rolls
               through the corridor. He lets out some worried bleeps and
               whistles. A metallic blue PROTOCOL DROID shuffles behind him.
               As Artoo moves on, the protocol droid disappears through a
               door.

               INT. NABOO ROYAL CRUISER, BRIDGE

               On the bridge, CREW MEMBERS try to stay in control during the
               hectic situation. A control panel is on fire. Smoke fills the
               room.

                                   CAPTAIN OSMOSIS
                         I want that fire put out now!

               A GIRL of about eighteen years old tries desperately to get a
               fire extinguisher to work, but the thing won't cooperate.
               Artoo enters the bridge, pushes her aside and uses his built
               in fire extinguisher to put out the fire. 

               CAPTAIN OSMOSIS turns to a figure sitting in a chair.

                                   CAPTAIN OSMOSIS (CONT'D)
                         Your Highness, I don't know how
                         much longer we can hold them off.
                         We've lost the hyperdrive.

               The figure is QUEEN AMIDALA. She is elaborately dressed and
               wears some kind of traditional make-up, hiding much or her
               true features. It is clear however that she is young.

               Other DIGNITARIES and a handmaiden, VERS�, stand near her.

                                   QUEEN AMIDALA
                         Contact them again. 

               An OFFICER pushes a button. The queen looks at a screen
               displaying the battleship.

                                   QUEEN AMIDALA (CONT'D)
                         I am Queen Amidala of the Naboo.
                         Seize fire at once. This is a
                         diplomatic ship, you are committing
                         an act of - 

               The response comes in the form of another explosion. 

               The 'fire' girl - SAB�, another handmaiden - turns to the
               queen.

                                   SABE
                         We're past the point of talking!

                                   CAPTAIN OSMOSIS
                         They've got us. We have no choice
                         but to surrender.

                                   SABE
                         I don't believe they want us alive.

                                   QUEEN AMIDALA
                         Order an evacuation, captain. We
                         must escape.

               The captain pushes a button and speaks over the intercom.

                                   CAPTAIN OSMOSIS
                         All hands abandon ship! Repeat, all
                         hands abandon ship.

               He turns to the queen.

                                   CAPTAIN OSMOSIS (CONT'D)
                         We must get you to safety, Your
                         Highness.

               The queen gets up and starts to leave with the other
               dignitaries, guards and crew members, including Sab� and
               Artoo.

                                   SECURITY OFFICER
                         To the escape pods!

               INT. NABOO ROYAL CRUISER, CORRIDORS - MOMENTS LATER

               Everybody runs to various hatches which lead to escape pods.
               The queen holds Sab� back.

                                   QUEEN AMIDALA
                         We'll take separate pods. If one
                         doesn't make it -

               Sab� starts sobbing.

                                   SECURITY OFFICER
                         She's right.

               The queen hugs her handmaiden and runs with a security
               officer and Vers� through the corridor to an escape pod. R2
               D2 follows. 

               Sab� runs with two officers and the captain to another hatch.

               EXT. SPACE

               The battleship scores a massive hit on the helpless Royal
               Cruiser, blowing a part of it up and setting it on fire.

               INT. NABOO ROYAL CRUISER, ANOTHER CORRIDOR

               Queen Amidala and her three escorts run through a corridor to
               an escape pod. 

               The section of the ship is hit by an EXPLOSION. Part of the
               floor COLLAPSES onto a lower level, taking the queen's group
               with it.

               INT. NABOO ROYAL CRUISER, MAINTENANCE CORRIDOR

               The group has fallen into a narrow maintenance corridor.
               Smoke and debris everywhere.

               The queen gets up and looks at the others. The security
               officer is clearly dead - a piece of metal stuck in his body.
               Vers� moans.

                                   QUEEN AMIDALA
                         Vers�!

               She holds her handmaiden in her arms, but it's clear nothing
               can save the girl.

                                   VERSE
                         G...go...I...

               The girl dies in the queen's arms.

                                   QUEEN AMIDALA
                         No...no...

               More explosions SHAKE the ship. It's falling apart. 

               Artoo lifts himself up from the floor and bleeps in fear. The
               queen turns and looks down the corridor as she hears a
               rumbling sound - FLAMES!

                                   QUEEN AMIDALA (CONT'D)
                         Go! Go!

               She starts to run. Artoo rolls as fast as he can - he's
               faster than the queen. 

               Amidala jumps on Artoo's back and rides on him through the
               corridor, barely staying ahead of the rolling flames.

               Artoo and Amidala both SCREAM.

               Suddenly, they FALL through an opening into a ventilation
               shaft. 

               They SLIDE through the narrow tube - and FALL down into the
               hangar.

               INT. NABOO ROYAL CRUISER, HANGAR - CONTINUOUS

               Amidala gets up and looks around. Much of the hangar is
               devastated. Fire and smoke everywhere, a few crew members
               crushed by debris. 

               She helps Artoo up.

                                   QUEEN AMIDALA
                         Quick.

               She runs to a NABOO FIGHTER.

                                   QUEEN AMIDALA (CONT'D)
                         Get in!

               She climbs into the cockpit. 

               Artoo-Detoo rolls underneath the craft, whistles, and from
               the fighter a small CRANE comes down and picks up the droid -
               loading it up into the astromech socket. Artoo's dome-shaped
               head pops out of the top of the craft. 
               Amidala punches buttons and flicks switches. The canopy
               closes, the engines are fired up. 
               Artoo whistles something.

                                   QUEEN AMIDALA (CONT'D)
                         Just make sure we can jump to
                         hyperspace fast, I'll handle the
                         rest.

               Some of the rest is straight ahead. The exit is blocked by
               debris and machinery. 

               Behind the fighter, stuff starts to EXPLODE.
               They're running out of time - The fighter lifts up, the
               shields SIZZLE and PUSH the pilot's ladder away...

                                   QUEEN AMIDALA (CONT'D)
                         Hang on!

               Inside the cockpit, Amidala handles the controls, she pushes
               a trigger on the stick -

               - and a MISSILE shoots from the craft and BLOWS UP the debris
               in front of the exit. 
               Amidala pushes the throttle and the fighter BLASTS through
               the flames and out of the cruiser as the hangar BLOWS UP.

               EXT. SPACE/INT. NABOO FIGHTER COCKPIT

               The fighter zooms away from the cruiser as the larger craft
               BLOWS UP in a series of HUGE EXPLOSIONS. 

               Several escape pods fly away - and are shot at by the
               battleship. Several are destroyed.

               Amidala's fighter flies towards the battleship - laser blasts
               all around it.

                                   QUEEN AMIDALA
                         Get us into hyperspace!

               Artoo is hard at work and beeps furiously. 

               The small fighter flies over the surface of the massive
               battle cruiser and PULLS UP just in time to avoid its bridge. 
               Laser cannons try to destroy the tiny craft.

               An engine is HIT.

               Artoo 'screams' a warning - and through the fighter's cockpit
               Amidala sees the stars suddenly change into streaking lines -
               as it enters HYPERSPACE. 

               The fighter BLASTS OFF off into hyperspace, leaving a
               SPARKLING TRAIL behind...

                                                       DISSOLVE TO:

               EXT. SPACE, NABOO

               A small REPUBLIC DIPLOMATIC VESSEL approaches a group of
               TRADE FEDERATION BATTLESHIPS, and a massive CONTROL STATION
               in orbit over the peaceful blue planet NABOO.

               The space station is huge, with a sphere shaped center and
               several long 'hangar-arms' attached to the side.
               Communication dishes and antennae everywhere, as well as
               laser cannons.

               EXT. SPACE, FEDERATION STATION

               The small diplomatic vessel approaches the massive Trade
               Federation Space Station, and enters one of its huge hangars.

               INT. FEDERATION STATION, HANGAR

               The Republic craft lands in a hangar, watched by CLONE
               SOLDIERS and FEDERATION CREW MEMBERS.

               INT. FEDERATION STATION, HANGAR EXIT

               TWO HOODED FIGURES enter through the hangar's blast doors
               into a huge corridor. They are welcomed by a silver protocol
               droid: SEE-THREEPIO (C-3PO).

                                   SEE-THREEPIO
                         Welcome, ambassadors. I am See
                         Threepio. Please follow me.

               Threepio leads the two away.

               INT. FEDERATION STATION, CONFERENCE ROOM - MOMENTS LATER

               The two hooded figures are led into a conference room on
               board the station.

                                   SEE-THREEPIO
                         Please excuse me, the President
                         will see you shortly.

               The droid leaves and the door closes. The two finally pull
               back their hoods - 

               revealing a strong Asian woman in her fifties, and a handsome
               man in his thirties: JEDI MASTER QUI-GON JINN, and JEDI
               KNIGHT OBI-WAN KENOBI.

                                   OBI-WAN
                         I have a bad feeling about this.

                                   QUI-GON
                         I don't sense anything.

                                   OBI-WAN
                         Not about the mission, something
                         else...more elusive.

                                   QUI-GON
                         Concentrate on the here and now,
                         Obi-Wan.

                                   OBI-WAN
                         But master Yoda says I should be
                         mindful of the future.

                                   QUI-GON
                         But not at the expense of the
                         moment. 

               They walk to the large window and look at the beautiful
               planet below.

                                   OBI-WAN
                         Do you believe the Federation
                         President will agree to the
                         demands?

                                   QUI-GON
                         He has no choice.

                                   OBI-WAN
                         But if the Naboo choose to leave
                         the Republic there is little we can
                         do.

                                   QUI-GON
                         They won't. And we'll make sure the
                         Federation stops its intimidation
                         campaign. These Federation types
                         are cowards, the negotiations will
                         be short.

               INT. FEDERATION STATION, BRIDGE

               See-Threepio stands before the lizard-like alien RUNE HAAKU
               and a tall, aging, bald, human man: Trade Federation
               PRESIDENT NUTE GUNRAY. Nute is all class - well dressed - but
               there's something shady about him. He looks like someone you
               just can't trust. Evil and greed seem to have taken over his
               soul.

                                   NUTE GUNRAY
                         What did you say?!

                                   SEE-THREEPIO
                         The ambassadors are Jedi Knights, I
                         believe.

                                   RUNE HAAKU
                         Chancellor Palpatine send them to
                         force a settlement!

                                   NUTE GUNRAY
                         Then they've come for nothing.

                                   RUNE HAAKU
                         Argue with a Jedi? They'll use
                         their powers against us.

                                   NUTE GUNRAY
                         You see Rune, this is why I'm the
                         President. I am not as weak minded
                         as your kind.

                                   RUNE HAAKU
                         Even so, the Jedi may discover more
                         than they should.

                                   NUTE GUNRAY
                         Contact our ally. I'll send the
                         droid to keep these 
                             (spits out the words)
                         'keepers of peace and justice'
                         busy.

               Threepio looks shocked.

               INT. FEDERATION STATION, CONFERENCE ROOM

               The two Jedi still wait.

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

                                   QUI-GON
                         No, I sense an unusual amount of
                         fear on board this station.

                                   OBI-WAN
                         Good. We may be getting somewhere.

               See-Threepio enters the conference room with a tray with
               drinks.

                                   QUI-GON
                         Take it easy, Obi-Wan. We must talk
                         some sense into these people, not
                         bully them.

                                   OBI-WAN
                         Reason may not be enough in this
                         case.

                                   QUI-GON
                         Reason and common sense always
                         triumph over aggression. Patience
                         won't kill you, you know.

               The droid offers the drinks to the Jedi. They decline.

                                   OBI-WAN
                         Should we mention the queen?

                                   QUI-GON
                         As long as it isn't clear if it was
                         an accident or not that destroyed
                         her ship, we should refrain from
                         any accusations.

                                   OBI-WAN
                         I'm almost certain it was not an
                         accident.

                                   QUI-GON
                         Even the Council couldn't see, but
                         you're willing to act on a hunch? A
                         feeling?

                                   OBI-WAN
                         A Jedi must trust his feelings.

                                   QUI-GON
                         And respect wisdom...

               INT. FEDERATION STATION, BRIDGE

               On the bridge, a large viewing screen flickers to life - the
               image slowly clearing up.

                                   RUNE HAAKU
                         We have established contact.

                                   NUTE GUNRAY
                         Good, the Jedi suspect nothing.

               An unseen WOMAN speaks through the connection, with a voice
               that's vicious and threatening, dark and evil.

                                   DARTH KEEL
                             (on screen)
                         Do not underestimate the Jedi,
                         President.

                                   NUTE GUNRAY
                         Lady Keel!

               On a screen is the shady figure of DARTH KEEL, LADY OF THE
               SITH. 

               A hooded figure; on the grayish screen it's impossible to
               make out colors, but her skin appears to be pale white. Two
               dark eyes that seem to be able to pierce through anything. A
               mouth that has only ever smiled at the deadly expense of
               others. This is one evil woman.

                                   NUTE GUNRAY (CONT'D)
                         Chancellor Palpatine has send two
                         Jedi to force a settlement!

                                   DARTH KEEL
                             (on screen)
                         The Supreme Chancellor has not send
                         them. The Jedi Council must be
                         behind this. Now we must accelerate
                         our plans.

                                   RUNE HAAKU
                         It is over! We dare not go against
                         the Jedi. They will -

                                   DARTH KEEL
                             (on screen)
                         They will die, you miserably
                         coward.

                                   NUTE GUNRAY
                         Kill the Jedi? But -

                                   DARTH KEEL
                             (on screen)
                         I expect to honor our alliance,
                         President. It would be unfortunate
                         if you lost faith in my abilities.
                         Destroy the Jedi at once!

               And with that, the transmission ends. Nute and Rune look at
               each other.

                                   NUTE GUNRAY 
                         Make it so.

               INT. FEDERATION STATION, HANGAR

               CLONE SOLDIERS run up to the Republic Cruiser.

               INT. REPUBLIC CRUISER, COCKPIT (STATION HANGAR) - CONTINUOUS

               The copilot spots the clone soldiers.

                                   CO-PILOT
                         Captain, look!

                                   CAPTAIN
                         Close the hatch! Raise shields!

               The copilot points at a display, showing soldiers entering
               the ship.

                                   CO-PILOT
                         Too late!

               INT. FEDERATION STATION, CONFERENCE ROOM

               Qui-Gon and Obi-Wan are still waiting. C-3PO stands at the
               table with the tray. 

               Suddenly the Jedi sense something. Then the door slams shut
               and gas starts to pour in through a grate.

               The Jedi jump up and switch on their LIGHTSABERS.

                                   SEE-THREEPIO
                         Oh!

                                   QUI-GON
                         Dioxis.

               The Jedi switch off their sabers and hold their breath.

               INT. FEDERATION STATION, HALLWAY - MOMENTS LATER

               A squad of SIX CLONE SOLDIERS has gathered outside the closed
               door of the conference room.

                                   CLONE CAPTAIN
                         They must be dead by now. Open the
                         door.

               One of his men steps forward.

                                   CLONE CORPORAL
                         Yes, Sir.

               The corporal activates the door control mechanism. A deadly
               green cloud billows from the room. The soldiers cock their
               weapons as a figure stumbles out of the smoke. It is C-3PO,
               carrying the tray of drinks.

                                   SEE-THREEPIO
                         Oh, excuse me.

               The protocol droid passes the armed camp.

                                   CLONE CAPTAIN
                         Corporal, check it out.

                                   CLONE CORPORAL
                         Yes, Sir.

               The clone corporal cautiously moves forward when suddenly two
               flashing LIGHTSABERS fly out of the deadly fog, CUTTING down
               the poor clone.

                                   CLONE CAPTAIN
                         Fire!

               The soldiers fire their blasters, but the bolts are deflected
               back at them by the lightsabers. Several soldiers go down.
               Obi-Wan and Qui-Gon jump out of the smoke and start cutting
               down the rest of the clones.

               INT. FEDERATION STATION, BRIDGE - CONTINUOUS

               Nute and Rune watch the action on the view screen. Suddenly,
               it goes black.

                                   BRIDGE COMMANDER
                         Not sure exactly what...

               An alarm goes off. Rune gives Nute a worried look.

                                   NUTE GUNRAY
                         What is going on down there? Seal
                         off the bridge.

                                   RUNE HAAKU
                         That won't be enough.

               The doors to the bridge SLAM shut.

                                   NUTE GUNRAY
                         I want Sentry Droids after them at
                         once!

                                   RUNE HAAKU
                         We will not survive this.

               INT. FEDERATION STATION, HALLWAYS

               The Jedi run through the hallways of the massive ship. More
               soldiers rush up to them. 

               Qui-Gon cuts down several soldiers. Weapons and body parts
               fly around. 
               Obi-Wan raises his hand, sending several clone soldiers
               crashing back into the hallway. 
               The Jedi move on. 
               They reach the closed doors to the bridge.

               INT. FEDERATION STATION, HALLWAY OUTSIDE BRIDGE - CONTINUOUS

               While Obi-Wan provides cover, Qui-Gon thrusts her sword into
               the closed door. The metal starts to glow and fizzle.

               INT. FEDERATION STATION, BRIDGE - CONTINUOUS 

               The bridge crew watches in amazement as the door starts to
               melt.

                                   RUNE HAAKU
                         Close the blasts doors!

               The blast doors close, adding another layer of protection to
               the door.

               INT. FEDERATION STATION, HALLWAY OUTSIDE BRIDGE - CONTINUOUS

               Qui-Gon notices that something has happened. She pulls her
               lightsaber out of the door, then thrusts it back in again.

               Obi-Wan meanwhile deflects a blast from a running clone - the
               blast shoots back and kills the soldier.

               INT. FEDERATION STATION, BRIDGE - CONTINUOUS

               The door continues to melt.

                                   RUNE HAAKU
                         They are still coming through!

                                   NUTE GUNRAY
                         Where are those Sentry Droids?!

               INT. FEDERATION STATION, HALLWAY OUTSIDE BRIDGE - CONTINUOUS

               While Qui-Gon continues cutting through the door, they
               suddenly hear a whining sound. Obi-Wan turns around. TWO
               SENTRY DROIDS come flying around a corner.

                                   OBI-WAN
                         Sentries!

               Qui-Gon pulls out her saber from the door, and joins Obi-Wan.
               The floating droids stop and hover and start to BLAST at the
               two Jedi with their rapid fire twin-blasters. The Jedi have
               trouble deflecting all the bolts. The bolts that are
               deflected back hit the SHIELDS of the droids.

                                   OBI-WAN (CONT'D)
                         Shield generators!

                                   QUI-GON
                         Go!

               The Jedi dash out of the firing line into another corridor.
               The droids stop firing and turn to search for their target.

               INT. FEDERATION STATION, BRIDGE

               Nute and Rune watch the view screen. The images of several
               hallways flash by on the screen, but the Jedi are missing.

                                   RUNE HAAKU
                         We have them on the run. They're no
                         match for sentry droids.

                                   NUTE GUNRAY
                         Where are they?!

               INT. FEDERATION STATION, CORRIDOR OUTSIDE CELL BLOCK

               Obi-Wan and Qui-Gon slide out of a ventilation shaft into
               another corridor. They look around.

                                   OBI-WAN
                         This way.

               He starts walking.

                                   QUI-GON
                         Careful.

               Obi-Wan turns a corner and comes face to face with a CLONE
               SOLDIER. Before the soldier can act, he is cut down by the
               Jedi Knight.

                                   STATION GUARD # 1 (O.S.)
                         Hey! 

               Obi-Wan looks to his right through an open door and sees
               THREE FEDERATION GUARDS in a room. 

               One guard shoots, but Obi-Wan deflects the blast back and the
               guard goes down. 
               Obi-Wan and Qui-Gon rush into the room.

               INT. FEDERATION STATION, CELL BLOCK - CONTINUOUS

               Obi-Wan takes care of the other two guards. Qui-Gon spots TWO
               MORE GUARDS in a corner rushing up to them. She lifts her
               hand and Force-Pushes them into a wall. 

               Obi-Wan closes the door.

                                   OBI-WAN
                         We have to find a way out of here.

                                   QUI-GON
                         Let's check these consoles for a
                         map. 

               They start checking out various consoles. Qui-Gon manages to
               find a map of the ship on a display. Obi-Wan is looking at
               another console. 

               In the back wall a walkway leads to several doors, all shut.

                                   OBI-WAN
                         This appears to be a cell block.
                         There are prisoners in here. I
                         wonder who they are.

               He activates some controls.

                                   QUI-GON
                         Obi-Wan, wait! They could be -

               The doors around the walkway slide open.

                                   QUI-GON (CONT'D)
                         - dangerous...

               From one of the doors a beautiful GIRL of about eighteen 
               years old peeks out.

                                   OBI-WAN
                         Don't be afraid. We're Jedi
                         Knights.

               The girl comes out of her cell. It's the queen's handmaiden
               we saw earlier, Sab�. 

               From the other cells more people emerge, all men. Four of
               them wear Naboo uniforms. They're the captain of the Naboo
               cruiser, and an OFFICER and TWO NABOO SECURITY GUARDS. 
               The fifth is a rough looking MAN who wears a jumpsuit.

                                   CAPTAIN OSMOSIS
                         I'm Captain Osmosis from the Naboo
                         Royal Cruiser Utopis. These are
                         some of my men, and this is -

                                   SABE
                             (quickly)
                         Sab�, handmaiden to queen Amidala.

                                   QUI-GON
                         I take it your ship was not
                         destroyed in an accident.

                                   CAPTAIN OSMOSIS
                         We were attacked by a Trade
                         Federation cruiser. We managed to
                         get away in an escape pod, but were
                         captured. I believe the other pods
                         were all destroyed.

                                   OBI-WAN
                         The queen?

                                   CAPTAIN OSMOSIS
                         If you haven't heard from her, I'm
                         afraid she didn't make it.

                                   SABE
                         I don't think so. She escaped in a
                         fighter, I saw it from the escape
                         pod. It had to be her!

               INT. FEDERATION STATION, BRIDGE

               The bridge crew is checking monitors. Several areas of the
               ship flash by on the main screen.

               Suddenly Nute and Rune tense up as the bridge doors open.
               When they see who enters, escorted by clones, they relax.
               It's a human MAN in his sixties, elaborately dressed, looking
               worried.

                                   NUTE GUNRAY
                         Ah, NABOO PRIME MINISTER HOAK.
                         Welcome on our little station.

               Nute turns to the bridge crew.

                                   NUTE GUNRAY (CONT'D)
                         Now close the doors again!

               The doors slam shut once more.

                                   PRIME MINISTER HOAK
                         What is going on?

                                   RUNE HAAKU
                         The Jedi! They have escaped!

                                   PRIME MINISTER HOAK
                         Jedi? Here?!

                                   NUTE GUNRAY
                         They will soon be in a state of
                         unlivingness.

               Suddenly the cell block comes up on the screen, with the Jedi
               and the prisoners.

                                   BRIDGE COMMANDER
                         We found them. Cell block C-14.

                                   PRIME MINISTER HOAK
                         What are they saying?

               The commander presses a button. Now they can also hear what's
               going on in the cell block.

                                   CAPTAIN OSMOSIS
                             (on screen)
                         It could have been anyone.

                                   SABE
                             (on screen)
                         No, I'm certain it was the queen.
                         She escaped into hyperspace, but
                         maybe her fighter was damaged. We
                         must search for her!

                                   QUI-GON
                             (on screen)
                         First we have to get out of here.

                                   NUTE GUNRAY
                         What did she say? The queen is
                         still alive? Impossible!

                                   RUNE HAAKU
                         A Naboo fighter did escape during
                         the attack. We thought -

                                   PRIME MINISTER HOAK
                         I thought you had dealt with her?!

               On the screen they can see the group is about to leave. The
               prisoners take the weapons of the defeated Federation men.

                                   NUTE GUNRAY
                         Stop them!

               INT. FEDERATION STATION, OUTSIDE CELL BLOCK

               Obi-Wan stops the rough looking man.

                                   OBI-WAN
                         You don't look like a Naboo
                         officer.

                                   JANGO
                         I'm not. I'm JANGO PANAKA.

                                   OBI-WAN
                         And why were you in here?

                                   JANGO
                         Got in some trouble with these
                         Federation guys. Didn't like I was
                         transporting some...goods without
                         their involvement.

                                   SABE
                         So you're a smuggler.

                                   JANGO
                         It was just a side job. I prefer to
                         be known as a soldier of fortune.

                                   OBI-WAN
                         I'm not sure it's a good idea to -

                                   QUI-GON
                         We'll do the formal introductions
                         later.

               Jango turns to Sab� and the blaster in her hands.

                                   JANGO
                         You know how to handle one of
                         those?

               Suddenly a bunch of CLONE SOLDIERS comes running around a
               corner. Sab� BLASTS two of them.

                                   JANGO (CONT'D)
                         I guess so.

               Everybody returns fire. They all start running through the
               corridors of the ship.

               INT. FEDERATION STATION, MORE CORRIDORS

               The heroes run for their lives, pursued by soldiers. 

               Another SQUAD of CLONE SOLDIERS runs up to them from the
               opposite direction, opening fire. 
               The Jedi deflect laser bolts while the others shoot the
               clones. 
               Two Naboo guards are killed.

                                   SABE
                         No!

                                   OBI-WAN
                         Go! Go! Keep moving!

               The Jedi slash the last of the soldiers in front of them. The
               others shoot the clones behind them. 

               They continue, and disappear around a corner. 

               INT. FEDERATION STATION, CLONE STASIS BAY

               The group of heroes slides out of a big ventilation shaft
               into a giant area.

                                   OBI-WAN
                         I've had it with this sneaking
                         around. It's beneath a Jedi.

               Qui-Gon looks around.

                                   QUI-GON
                         Don't worry, there are plenty of
                         bad guys here.

               They all look around the room. The place is filled with
               pillars reaching to the high ceiling. 

               Attached to the pillars are stasis-pods holding FEDERATION
               CLONES. The Neimodian clones are in a state of hibernation,
               with all kinds of support equipment attached to the pods. 
               The place is silent except for the humming of the life
               support systems.

                                   CAPTAIN OSMOSIS
                         Clones. Thousands of them.

                                   SABE
                         It's an entire army!

               They walk through the room to a door at the other end.

                                   QUI-GON
                         Far beyond the regular compliment
                         of security forces. And illegal.
                         This is an odd play for the Trade
                         Federation.

                                   OBI-WAN
                         Ready for action.

               Sab� shivers.

                                   SABE
                         They're all identical. Let's get
                         out of here. 

               Jango pauses to examine a clone.

                                   JANGO
                         Very impressive.

               INT. FEDERATION STATION, HANGAR

               The Republic Cruiser still stands in the hangar bay. SOLDIERS
               stand around the dead bodies of the two pilots. C-3PO
               approaches them and turns to the CLONE SERGEANT.

                                   SEE-THREEPIO
                         His excellency the President
                         commands that this vessel and its
                             (looks at the two dead
                              bodies)
                         - oh dear - crew...disappear. An
                         accident would be...appropriate.

               The dim-witted clone zombie stares at the droid.

                                   CLONE SERGEANT
                         Specify command.

                                   SEE-THREEPIO
                         Ah. Put these bodies back on board,
                         so we can dispose of them and the
                         ship.

               The clone sergeant turns to his men.

                                   CLONE SERGEANT
                         Put the bodies back in the ship. 

               The clones start to do as ordered. C-3PO starts to walk away.

                                   SEE-THREEPIO
                         Oh! Thank the maker I'm a droid!

               From behind some crates, the heroic group looks at the
               hangar.

                                   OBI-WAN
                         They killed them. They'll pay for
                         this.

               Qui-Gon holds Obi-Wan back.

                                   QUI-GON
                         Not right now. There's too many,
                         and they're inside the cruiser.
                         It's better we take another ship.
                             (to Jango)
                         Do you have a ship in here?

                                   JANGO
                         Those Federation bastards destroyed
                         it.

                                   QUI-GON
                         Then I guess that transport over
                         there will have to do.

               She points to a small and simple FEDERATION TRANSPORT CRAFT
               (TF TRANSPORT) parked in another part of the hangar.

               However, a group of SOLDIERS stands on guard in between them
               and the transport.

                                   SABE
                         But how do we get past those
                         guards?

                                   OBI-WAN
                         Fight!

               Obi-Wan jumps up, switches on his lightsaber and runs toward
               the surprised clones. 

               Qui-Gon sighs and also gets up. The rest follows. 
               The Jedi SLASH the soldiers and DEFLECT BLASTS, while the
               others FIRE their blasters.

                                   SABE
                         Get to that ship!

               The Naboo officer starts to run, but is shot down. Sab� stops
               to check on him.

                                   JANGO
                         He's dead, keep going!

               Jango and Sab� and the captain make it to the transport,
               while Obi-Wan and Qui-Gon provide cover as more soldiers rush
               towards them. 

               C-3PO is caught in the middle of the fight.

                                   SEE-THREEPIO
                         Oh! Wait! Watch out!

               Sab� and Jango enter the transport, but captain Osmosis is
               SHOT in the back as he is about to enter. 

               Qui-Gon THROWS her lightsaber at the soldier who shot the
               captain. The saber TWIRLS toward the soldier like a boomerang
               and CUTS him down. Qui-Gon Force-summons the weapon back in
               her hand. 
               Obi-Wan jumps in the middle of a group of clones. C-3PO
               stands close.

                                   SEE-THREEPIO (CONT'D)
                         Oh! Stop! I'm unarmed!

               Obi-Wan CUTS down the clones, then SWINGS backwards and CUTS
               OFF Threepio's head.

               The droid's head falls on the ground and rolls to Obi-Wan's
               feet. The headless body stumbles on. 
               The transport's engines fire up.

                                   QUI-GON
                         Go!

               Obi-Wan is about to run to the transport, but turns around
               and picks up Threepio's severed head. 

               He runs to the transport and enters, while Qui-Gon deflects
               laser bolts, and then follows Obi-Wan and closes the hatch. 
               The transport lifts up from the floor and BLASTS out of the
               hangar, FRYING a poor CLONE SOLDIER with its exhaust flames.

               EXT. FEDERATION STATION, SPACE

               The transport BLASTS away from the command ship.

               INT. FEDERATION STATION, BRIDGE

               Nute Gunray and the others watch the transport escape.

                                   NUTE GUNRAY
                         Destroy them!

               EXT. SPACE, NABOO

               The giant command ship starts SHOOTING at the small
               transport. Several shots HIT the small craft's shields.

               INT. TF TRANSPORT, COCKPIT

               Jango is in the pilot's seat, Sab� in the copilot. Qui-Gon
               and Obi-Wan take place behind them. 

               Laser blasts all around the ship. The small vessel is hit by
               blasts.

                                   SABE
                         Get us out of here! Into
                         hyperspace!

               She reaches for the hyperspace-lever. Jango stops her.

                                   JANGO
                         It's not that easy. The
                         calculations...

                                   SABE
                         Spare me the details, just do it!

                                   QUI-GON
                         Make a short jump, we only have to
                         get out of range, then we can go
                         further.

               Sab� points at objects outside.

                                   SABE
                         What are those?!

               Jango again pushes her arm back.

                                   JANGO
                         Fighters!

                                   OBI-WAN
                         They're closing in!

               EXT. SPACE, NABOO

               The Z-95 FIGHTERS come into range and open fire, but suddenly
               the small transport BLASTS into hyperspace. 

               The Federation fighters break up, now that their target is
               gone.

               INT. FEDERATION STATION, BRIDGE

               Nute Gunray is fuming.

                                   NUTE GUNRAY
                         Gone! They're gone!

                                   RUNE HAAKU
                         And the queen may still be alive.
                         The Jedi will tell the Senate.
                         We're finished!

                                   PRIME MINISTER HOAK
                         How did this happen? This wasn't
                         supposed to happen! You've failed,
                         President Gunray!

                                   NUTE GUNRAY
                         I never fail!
                             (to bridge commander)
                         Get me the clone captain!

                                   BRIDGE COMMANDER
                         Yes sir.

               The commander works some controls. The CLONE CAPTAIN appears
               on screen. Nute Gunray walks over to a special control
               station and presses some buttons.

                                   NUTE GUNRAY
                         Captain, explain.

                                   CLONE CAPTAIN
                             (on screen)
                         The enemy forces have escaped sir.
                         We are -

                                   NUTE GUNRAY
                         This is YOUR fault, captain. I do
                         not accept failures.

               Nute presses a control. The clone captain on the screen
               suddenly FLINCHES and DROPS to the floor.

                                   CLONE CAPTAIN
                             (on screen)
                         Aarch!

               The captain lies motionless on the floor. The other CLONES
               behind him take a step back.

                                   NUTE GUNRAY
                             (to the other clones)
                         Throw him out of the ship.

               Nute shuts off the screen and turns to Prime Minister Hoak.

                                   NUTE GUNRAY (CONT'D)
                         As you can see, my Naboo friend, I
                         can control all our clones from
                         here. Failures are dealt with at
                         once. I can activate them and put
                         them into stasis at a hearth's
                         beat, and issue them orders all
                         from one place. Full control by the
                         leadership always ensures
                         efficiency. I don't fail.

                                   PRIME MINISTER HOAK
                         But the Jedi still escaped.

                                   DARTH KEEL (V.O.)
                         I will find them.

               The evil leaders turn around. Darth Keel has appeared on
               screen.

                                   NUTE GUNRAY
                         Lady Keel, I was just about to -

                                   DARTH KEEL
                             (on screen)
                         I have heard enough, President. It
                         is a pity you are so incompetent. I
                         trust you will make sure Naboo
                         joins our alliance.

                                   PRIME MINISTER HOAK
                         But the queen may still be alive.
                         If the Senate hears from this, it
                         could...

                                   DARTH KEEL
                             (on screen)
                         Do not concern yourself with that.
                         It will be dealt with, as long as
                         you all keep your end of the
                         bargain.

               The transmission ends.

                                   RUNE HAAKU
                             (scared)
                         Perhaps we should not have made
                         this bargain.

               EXT. SPACE

               The small TF transport zooms through space.

               INT. TF TRANSPORT, COCKPIT

               Obi-Wan, Jango, and Sab� are in the cockpit.

                                   SABE
                         And I'm telling you, queen Amidala
                         is still alive, and we must search
                         for her. She needs our help!

                                   JANGO
                         She could be anywhere.

                                   OBI-WAN
                         Perhaps not.

               Obi-Wan turns to a console and calls up some data.

                                   OBI-WAN (CONT'D)
                         This is where the royal cruiser was
                         destroyed. If queen Amidala entered
                         hyperspace she probably did as we
                         did  - make a quick jump to get out
                         of danger. If her ship was damaged,
                         she could not have gotten far.

               On the display, several clusters of star systems appear.

                                   SABE
                         Wonderful! Great work!

                                   JANGO
                         It's still a big area. And in the
                         Outer Rim.

                                   SABE
                         We have to try and find her.

               Jango studies the map.

                                   JANGO
                         Hmm, Tatooine. I know that planet.
                         A lot of freighter pilots stop
                         there.

                                   OBI-WAN
                         Not the most trustworthy pilots I
                         gather.

               Jango ignores the Jedi.

                                   JANGO
                         I've got some contacts there.
                         People who hear and see stuff, and
                         might be willing to tell. If we're
                         going to search, I suggest we go
                         there first.
                             (beat)
                         Just one more thing. My fee.

                                   OBI-WAN
                         Your what?

                                   JANGO
                         I'm not a charity organization like
                         the Jedi. I get paid for what I do.

                                   OBI-WAN
                         A charity organization?!

                                   SABE
                         I'm sure Naboo nobility will pay
                         you handsomely, Jango Panaka. I can
                         assure you of that.

                                   OBI-WAN
                         Sab�, you're only a handmaiden. You
                         can't promise -

                                   JANGO
                         Enough to buy me a new ship?

                                   OBI-WAN
                         Oh, come on.

                                   SABE
                         More than enough. I promise you by
                         the Plentiful Rivers and the
                         Fertile Hills of Naboo.

                                   JANGO
                         Alright then. This might be an
                         interesting job. I'm all for
                         fertile hills.

               He peeks at Sab�'s own fertile hills - her ample bosom - as
               he says this. Sab� doesn't notice, but Obi-Wan sees it and
               gets even more disgusted with Jango.

                                   SABE
                         Great! It's settled then.

                                   OBI-WAN
                         It's not settled at all. We have to
                         contact the Jedi Council and the
                         Supreme Chancellor.

                                   QUI-GON (O.S.)
                         Without communications, that will
                         be a problem.

               Qui-Gon walks in from the back.

                                   JANGO
                         No luck fixing it?

                                   QUI-GON
                         The entire com-system is fried.
                         Most of the other systems are fine
                         though.

                                   OBI-WAN
                         We got lucky then. We barely made
                         it out of there alive.

                                   JANGO
                         Luck has nothing to do with it.
                         It's all about skill.

                                   OBI-WAN
                         I don't think we'll be needing your
                         skills anymore, mercenary.

                                   QUI-GON
                         That's enough. I suggest we look
                         for the queen, before her enemies
                         find her.

                                   OBI-WAN
                         But the Council -

                                   QUI-GON
                         Will be informed soon enough. The
                         crimes of the Trade Federation will
                         not go unnoticed.

               Obi-Wan sighs.

                                   SABE
                             (to Jango)
                         Set a course for Tatooine. What's
                         it like? I hope it's a warm planet.
                         I'm freezing here.

                                   JANGO
                         Oh, it's warm, but -

               Sab� buttons up her handmaiden's outfit, obscuring her
               fertile hills from view. Jango shakes his head and grins.

                                   JANGO (CONT'D)
                         - no fertile hills.

               INT. SECRET SITH QUARTERS - NIGHT

               The room is dark and gloomy. The location - unknown.

               Darth Keel switches off a terminal and looks up.

                                   DARTH KEEL
                         If the queen's ship was damaged,
                         she could not have gotten far. I
                         will find her quickly, but the Jedi
                         may be there first.

               A dark MALE VOICE responds. It is a voice drenched in evil,
               coming from the depths of hell. It is the voice of DARTH
               SIDIOUS.

                                   DARTH SIDIOUS (O.S.)
                         Then you will confront the Jedi
                         first. The queen will not be a
                         problem.

                                   DARTH KEEL
                         Yes, my Master.

               Darth Keel walks over to her master. It is a figure in a dark
               cloak, his features hidden in the cloak's hood and the
               shadows.

                                   DARTH SIDIOUS 
                         You have been well trained, my
                         apprentice. The Jedi will be no
                         match for you.

                                   DARTH KEEL
                         At last we shall reveal ourselves
                         to the Jedi. At last we shall have
                         revenge.

               EXT. SPACE, TATOOINE

               The small Trade Federation transport approaches the desert
               planet TATOOINE.

               INT. TF TRANSPORT, COCKPIT

               Jango is at the controls. Qui-Gon is also present.

                                   JANGO
                         There it is, Tatooine. We'll land
                         in Mos Eisley.

               He looks at Qui-Gon Jinn.

                                   JANGO (CONT'D)
                         You may want to change clothes.
                         They're not so hot for Jedi Knights
                         down there.

                                   QUI-GON
                         You'll have to buy some for us.
                         We'll wait in the transport. I've
                         got some Republic Credits.

                                   JANGO
                         Those might not be accepted out
                         here. Perhaps I can sell some of
                         the supplies from this transport. 

               Qui-Gon nods and exits the cockpit.

               INT. TF TRANSPORT, PASSENGER HOLD

               Qui-Gon enters the passenger hold. Sab� is asleep on a bench.
               Obi-Wan is examining C-3PO's severed head.

                                   QUI-GON
                         Why did you take that?

                                   OBI-WAN
                         This droid was Nute Gunray's
                         servant. It may have some
                         interesting data stored in its
                         memory.

               He puts the droid head down and sighs.

                                   OBI-WAN (CONT'D)
                         But without proper equipment, I
                         can't find out.

               Qui-Gon pats her clever Jedi companion on his back.

               EXT. TATOOINE, MOS EISLEY, DOCKING BAYS - DAY

               The transport descents and lands in a docking bay.

               EXT. TATOOINE, MOS EISLEY, STREETS - DAY

               Qui-Gon, Jango, Obi-Wan and Sab� walk through the streets of
               Mos Eisley. They now all wear ordinary clothes.
               HUMANS, ALIENS, and DROIDS go about their business. Qui-Gon
               and Jango walk ahead, with Obi-Wan and Sab� a bit behind
               them.

                                   QUI-GON
                         Moisture farms for the most part,
                         with towns like this for trade and
                         refuge for those that don't want to
                         be found.

                                   JANGO
                         Like us.

               They cross a street. Obi-Wan and Sab� are a bit behind.

                                   SABE
                         I'm very impressed with the way you
                         handled yourself on the command
                         ship, Obi-Wan. You're very
                         powerful.

                                   OBI-WAN
                         Just doing my duty.

                                   SABE
                         And how you stood up to Jango!
                         You're very brave. 

               Obi-Wan nods, as he can't disagree with these obvious truths.

                                   OBI-WAN
                         You should be more impressed with
                         your own actions, Sab�. As a
                         handmaiden, you showed extra
                         ordinary skills.

                                   SABE
                         Oh, I've had some self defense
                         training, but without you, I would
                         have been dead. I owe you my life,
                         Obi-Wan Kenobi.

               She looks at him with love struck eyes. Obi-Wan tries to keep
               his cool.

                                   OBI-WAN
                         It wasn't just me. Qui-Gon -

                                   SABE
                         I feel safe with you.

               Obi-Wan gives up.

                                   OBI-WAN
                         Then just stay close to me.

                                   SABE
                         I will.

               She grabs his arm and walks with him arm in arm, pressing
               herself against him. Qui-Gon looks at them, and gives Obi-Wan
               a disapproving look. Obi-Wan is embarrassed. 

               The group approaches the infamous Mos Eisley cantina.

                                   JANGO
                         There it is. I know the guy who
                         runs the place. Many freighter
                         crews come here. If anybody has
                         seen the queen, he will know. Just
                         mind yourself, this place can get
                         rough.

                                   QUI-GON
                         Don't worry, it hasn't been our day
                         for warm welcomes.

               They enter the cantina.

               INT. MOS EISLEY CANTINA

               The cantina as in 'Star Wars: A New Hope', only with somewhat
               different furniture, and the bar is also a bit different. No
               droid scanners at the entrance. A BAND plays in one corner.
               PEOPLE of all sorts are busy drinking, talking, drinking,
               laughing and drinking. 

               Obi-Wan turns to Sab�.

                                   OBI-WAN
                         Be careful.

               A DRUNK ALIEN stumbles up to Sab�, grabs her, and makes an
               ALIEN INDECENT PROPOSAL.

               Sab� grabs the alien guy's arm and judo-flips him over.

                                   SABE
                         Hayaa!

               Several of the patrons see it and laugh. The alien rushes to
               the exit. Qui-Gon turns to Obi-Wan.

                                   QUI-GON
                         Just stay close to her, you'll be
                         safe.

               The bartender, a fat alien with four arms - DEXTER JETTSTER -
               looks at the new guests and spots Jango.

                                   DEXTER
                         Jango! Is that you, ya double
                         dealing space pirate?

               Jango smiles.

                                   JANGO
                         Hello Dex.

                                   DEXTER
                         Take a seat, be right with ya. 

               Jango and the others take seats at an empty table. A WAITRESS
               walks up to them.

                                   WAITRESS
                         Waddayawant?

                                   JANGO
                         The usual poison, and the same for
                         my companions.

                                   OBI-WAN
                         I'll just have -

               The waitress is already gone. Qui-Gon observes the place.

                                   QUI-GON
                         Nice. I've already counted six
                         species I've never seen before. 

               Dexter walks over to the group of adventurers. Jango gets up
               and they shake hands.

                                   DEXTER
                         Some folks said you were pasted.

                                   JANGO
                         I don't go down that easily.

               They sit down. Dexter barely fits in his seat.

                                   DEXTER
                         So it seems! So it seems! Now, what
                         brings ya here with these
                         strangers? Whaddaya up to this
                         time?

                                   JANGO
                         We're looking for someone. A girl.
                         Small fighter craft, damaged,
                         trouble. Heard anything?

                                   DEXTER
                         Hmm, let me think. There were some
                         Nebulon Pirates in the neighborhood
                         the other day. Getting drunk,
                         bragging.

               The waitress brings their drinks.

                                   DEXTER (CONT'D)
                         Thanks honey.

               Jango takes a swing from his drink and winces. Obi-Wan tastes
               carefully.

                                   QUI-GON
                         Pirates?

                                   DEXTER
                         Yeah, scum of the Outer Rim.
                         Thieves, slavers, killers. Still,
                         good business.

               Sab� takes a big sip from her drink and is on fire.

                                   SABE
                         Aaah! 

               Qui-Gon pats her on the back. She composes herself.

                                   SABE (CONT'D)
                             (coarse)
                         S...slavers?

                                   DEXTER
                         Bastards bragged about raiding some
                         vessels. Caught some poor saps.
                         Maybe yar missing girl too. If I
                         had to bet on it, I'd say they took
                         them to the Hutt's mining operation
                         in Mos Espa. They've got slaves
                         there.

                                   JANGO
                         That's right here on Tatooine. We
                         should be able to find her quickly.

                                   OBI-WAN
                         If these pirates took her.

               Dexter turns to an ALIEN at the bar.

                                   DEXTER
                         Hey, Groondics, did those Nebulon
                         Pirates talk about some lone girl? 

               The alien RESPONDS in an ALIEN LANGUAGE.

                                   DEXTER (CONT'D)
                         That's what I thought they said.
                             (to our friends)
                         Was there an astromech unit with
                         her by any chance?

                                   SABE
                         Very possible, yes!

                                   DEXTER
                         That's what he said. See, I was
                         right.

                                   SABE
                         That could be her. It has to be
                         her!

                                   JANGO
                         It's a clue. Thanks Dex.

                                   DEXTER
                         Anytime, Jango.

                                   QUI-GON
                         You have been most helpful.

                                   DEXTER
                         Lemme tell ya, Jango here can track
                         a Womprat to a Sarlacc's stomach.
                         If yar looking for someone, he'll
                         find her. And if yar in trouble,
                         he's the fastest shot in the Outer
                         Rim territories!

                                   OBI-WAN
                             (mocking)
                         Only the Outer Rim?

               Dexter bursts out laughing, and SLAMS Obi-wan on his back
               with two massive hands. Obi-Wan CRASHES into the table. Qui
               Gon, Sab�, and Jango chuckle. Dexter laughs even harder and
               gets up.

                                   DEXTER
                         Whatever yar paying him, he's worth
                         it. I heard ol' Jango here even
                         wacked a Jedi once! See ya around,
                         Panaka!

               Dexter walks away to tend to other patrons.

               Qui-Gon, Obi-Wan, and Sab� look at Jango. They are silent.
               The fun is over. 
               Jango empties his glass and gets up.

                                   JANGO
                         So the guy had a lightsaber.
                         Could've been anyone.

               Jango walks away. 

               An angered Obi-Wan is about to get up and do something, but
               Qui-Gon stops him.

               EXT. TATOOINE, MOS ESPA REGION - DAY

               Mos Espa is a fairly big mining town located near dark, rocky
               mountains on the desert planet Tatooine. 

               A space port, warehouses, shops, houses, slave quarters, and
               mining facilities make up the place.
               The mining takes place at the mountains.
               On one mountain a Hutt palace has been built.
               Ships fly to and from the space port, and a few fighters
               patrol the skies of this small city state.

               EXT. MOS ESPA, SLAVE MARKET - DAY

               In the streets of Mos Espa, PEOPLE have gathered in front of
               a stage, where an ape-like PIRATE SALESMAN is showing his
               wares. 

               Several SLAVES stand in the background, held back by GUARDS.
               A few DROIDS also stand in the background, including a
               familiar looking astromech droid - Artoo-Detoo! 
               A small blue alien - flying like a hummingbird - WATTO, and a
               slave woman in her 40's, SHMI SKYWALKER, join the crowd.

                                   WATTO
                             (In Huttees)
                         Oh, look. They have an astromech
                         unit.

               An ALIEN CREATURE, a familiar looking (to those who have
               witnessed the genius of the real prequels) Gungan, is being
               auctioned on the stage. The salesman receives bids from
               various potential BUYERS.

                                   SHMI
                             (In Huttees, subtitled)
                         What about that one?

                                   WATTO
                             (In Huttees, subtitled)
                         I told ya I want a female.

               An ALIEN SLAVE BUYER haggles with the salesman.

                                   ALIEN SLAVE BUYER
                             (In Huttees, subtitled)
                         One hundred and thirty thousand
                         Dactaries, or you can keep him.

                                   SALESMAN
                         One hundred thirty?! Oh, you're
                         ruining me!
                         Going once....going twice...sold to
                         the kind...uhm...person with the
                         eight arms.

               The guards push the slave to the side, where the alien will
               take delivery of his purchase. The slave struggles.

                                   GUNGAN SLAVE
                         Bastards! Mesa no slave! Dessen
                         attacken wesa ship! 

               He's led away.

                                   SALESMAN
                         Well, ain't that great. Now, whadda
                         we have next? 

               He motions for the guards to bring the next subject forward.

               It's a pretty sixteen year old girl - could this be the queen
               of Naboo? Of course!
               She's without her queen's clothes. Instead, she wears a
               simple outfit, something she could have worn underneath her
               royal costume. Oh, and she calls herself PADM� now...(don't
               ask). 
               A guard pushes the uncooperative girl next to the salesman.

                                   SALESMAN (CONT'D)
                         Ah yes. Look at this fine sample.
                         What a beauty, what an offer! Young
                         and fresh, shape her the way you
                         want. Don't miss this one people. 

               Again some laughter, including from Watto. Shmi is disgusted.

                                   SALESMAN (CONT'D)
                         Get her now for only two hundred
                         and thirty thousand Dactaries. A
                         bargain like this may never come
                         yar way again!

               One of the SLAVE MASTERS in the crowd raises his hand.

                                   SLAVEMASTER 1
                         One hundred and fifty thousand
                         Dactaries.

                                   PADME
                         Only a hundred and fifty?! Forget
                         it, I'm outta here!

               She turns and starts to walk away fast. To the amusement of
               the crowd, the guards pick her up and place her back at the
               salesman's side. 

               An unlikely TWO-HEADED ALIEN joins the bidding.

                                   SLAVEMASTER 2 HEAD 1
                             (In Huttees)
                         One hundred and eighty thousand -

                                   SLAVEMASTER 2 HEAD 2
                         - if she doesn't have any diseases,
                         like that Twilek you sold me last
                         year.

                                   SALESMAN
                         Diseases?! My slaves don't have
                         diseases. Come on, look at her.
                         Look at this body, these fine
                         teeth. She's in excellent health. 

               As he says this, the salesman grabs Padm� and turns her
               around, then opens her lips to show her teeth. 

               Padm� struggles to break free.

                                   PADME
                         Keep your stinking paws off of me,
                         you damn dirty ape!

               She kicks the salesman against his leg. The crowd laughs. 

               The guards restrain her. 
               Padm� looks at Shmi, and the older woman regards her with
               pity. 
               Shmi turns to Watto.

                                   SHMI
                         What about that one?

                                   WATTO
                         Hmm...

               The salesman quickly returns to his sales pitch.

                                   SALESMAN
                         Well, look how strong she is. She
                         can do a ton of work, if ya can
                         handle her.

                                   SLAVEMASTER 1
                         No more than two hundred thousand.

                                   SLAVEMASTER 2, HEAD 1
                             (In Huttees)
                         Two hundred and five. 

               Watto is still thinking.

                                   SLAVEMASTER 1
                         And five? Nah, she'll probably run
                         away anyhow - she's no good blown
                         up.

               Shmi again turns to Watto.

                                   SHMI
                             (in Huttees, subtitled)
                         I think she'll do great.

                                   SALESMAN
                         Then it's two hundred and five, for
                         the two-faced gentlemen in yellow.
                         Any more takers?

               Watto thinks, then rises up in the air and raises a hand.

                                   WATTO
                         Two hundred and six thousand
                         Dactaries!

               Slave master 2 turns both his heads around to look at the
               blue alien. The salesman looks much happier than they do.

                                   SALESMAN
                         Aha! A new contender!

                                   SLAVEMASTER 2, HEAD 1
                             (In Huttees)
                         And eight!

               Watto hesitates, and looks down at Shmi. Shmi motions for him
               to come down. He does so, and she whispers something in his
               ear. Watto nods and flies up again, now more confident.

                                   WATTO
                         Two hundred and twenty thousand
                         Dactaries -

               The salesman is overjoyed.

                                   WATTO (CONT'D)
                         - for the girl and that astromech
                         unit ya've got there.

               Artoo-Detoo whistles. 

               The salesman's broad smile fades. He looks at slave master 2. 
               Slave master 2 balls his fist and head number two curses. He
               makes a throw-away gesture and gives up.

                                   SALESMAN
                         Not a bad idea, sir. In fact I
                         believe they came as a package.
                         Now...going once, going
                         twice....SOLD to the Toydarian with
                         the keen business sense.
                             (the slave master 2)
                         And don't ya worry sir, we've got a
                         fine new Twilek for ya. Only misses
                         half a lobe.

               The guards lead the protesting Padm� away as a poor scantily
               clad one-and-a-half lobed blue Twilek SLAVE GIRL is pushed
               forward. 

               Watto turns to Shmi.

                                   WATTO
                             (In Huttees, subtitled)
                         I hope I won't regret this.

               INT. WATTO'S SHOP, MAIN ROOM - DAY

               Watto, Shmi, Padm�, and Artoo-Detoo walk into Watto's used
               parts shop. 

               Exotic looking parts are on display in racks. Deactivated
               droids and droid parts are lined up in the back. 
               A counter in the front. A door leads to the backyard. 
               Shmi holds Padm�'s arm and leads her in. 
               Padm� is in a very foul mood.

                                   SHMI
                         Anakin! Ani! We're back.

               From the back-door a disheveled teenage boy of around
               fourteen years old enters the shop. 

               This is ANAKIN SKYWALKER. 
               The handsome kid observes the newcomers.

                                   WATTO
                             (In Huttees, subtitled)
                         Have you cleaned the racks?

                                   ANAKIN
                             (In Huttees, subtitled)
                         I'm almost finished.

               All this time, Anakin can't keep his eyes off the pretty
               girl, who observes the place. 

               Then he notices her mechanical companion.

                                   ANAKIN (CONT'D)
                         Wow, an astromech droid!

               Now Anakin is distracted and walks up to R2-D2 - fit with a
               restraining bolt. The droid bleebs. 

               Watto turns to Padm�.

                                   WATTO
                         Time for ya to get to work, and ya
                         better not try anything funny,
                         girl. Ya're mine now.

                                   PADME
                         I'm nobody's property! You can't
                         keep me here! It's illegal!

                                   WATTO
                         Not here, honey. Now shut yar yap.

                                   SHMI
                         Perhaps it's best if I take her
                         home, and get her settled in.
                         Explain the rules.

                                   WATTO
                             (In Huttees, subtitled)
                         What? Yeah, yeah, okay...just make
                         sure she's here at work first thing
                         in the morning.

                                   SHMI
                             (To Padm�)
                         Come on.

               Padm� holds her ground.

                                   PADME
                         I will NOT cooperate.

               Watto flies up to Padm�'s face, takes some kind of remote
               control out of his pocket, and points it at her.

                                   WATTO
                         Oh yes, ya will. You will.

                                   SHMI
                         Come.

                                   WATTO
                             (In Huttees, subtitled)
                         Ani, take that droid home and clean
                         it. I want it shining like new. The
                         same goes for the girl.

                                   ANAKIN
                             (In Huttees, subtitled)
                         You want me to clean her too?

               Watto makes a slapping motion at Anakin.

                                   WATTO
                             (In Huttees, subtitled)
                         Get out of here, Nexu food!

               Anakin is glad he can leave.

                                   ANAKIN
                         Come on droid.

               Artoo bleeps and follows. Watto watches them go.

                                   WATTO
                             (In Huttees, subtitled)
                         Ah, humans...hopeless.

               EXT. SPACE, IN ORBIT OVER TATOOINE

               The TF transport flies in a low orbit over Tatooine, towards
               the Mos Espa region.

               INT. TF TRANSPORT, COCKPIT 

               Jango pilots the ship. Obi-Wan sits next to him. Qui-Gon
               stands behind them, looking at the planet below.

                                   JANGO
                         Mos Espa is a mining town run by
                         several Hutts. Slavers.

                                   OBI-WAN
                         The Hutts are gangsters. That could
                         be a problem.

                                   QUI-GON
                         The absence of a central government
                         may work in our favour. We'll see.

               Qui-Gon exits the cockpit.

               INT. TF TRANSPORT, PASSENGER HOLD - CONTINUED

               Qui-Gon enters the passenger hold, where she finds Sabe.

                                   QUI-GON
                         Don't worry, we'll find queen
                         Amidala.

                                   SABE
                         I'm not worried. I know we'll find
                         her.
                             (sighs)
                         When I'm with him, all my troubles
                         seem to fade away.

               Through the open cockpit doorway she looks at Obi-Wan like a
               lovesick puppy.

                                   QUI-GON
                         Young handmaiden, you forget, Obi
                         Wan is a Jedi Knight. His love is
                         with the Force. What you desire is
                         impossible.

                                   SABE
                         Nothing is impossible. Some things
                         are meant to be.

               Qui-Gon is getting annoyed.

                                   QUI-GON
                         But this is not one of those
                         things. Let go and focus your
                         energy on finding your queen. You
                         certainly have plenty of energy. 

               Sab� is getting annoyed too.

                                   SABE
                         How can something that feels so
                         right be wrong? Isn't being a Jedi
                         all about following your feelings
                         and instinct?

               Qui-Gon sighs.

                                   QUI-GON
                         You're a young handmaiden and Obi
                         Wan is an older Jedi Knight. Now
                         what would your queen say of this?
                         I doubt she would approve.

                                   SABE
                         You assume too much.

               EXT. MOS ESPA, HOVELS - EVENING

               The hovels are a bunch of small clay houses built against and
               on top of each other. No luxury at all is found in this part
               of the town.

               INT. SKYWALKER HOME, MAIN ROOM - EVENING

               The skywalker home is one of the cheap houses. 

               It's cramped. A main room with a table, some chairs, and a
               few personal belongings here and there. On one side is a
               small kitchen block. An opening leads to two tiny (bed)rooms
               and a small work area filled with machine parts and
               equipment. A small bathroom in the back.

               Shmi and Anakin are in the main room. 

               Anakin is cleaning Artoo with a cloth. 
               Shmi is working on some clothing at the table. 
               On one of the chairs sits a skeleton-like DROID. It doesn't
               have any coverings, and the head consists of merely two photo
               receptor eyes on sticks, and a small box housing the
               processor. It holds one end of the garment Shmi is adjusting.

                                   SHMI
                         No, we are not slaves. We used to
                         be, but our last master gave us our
                         freedom. 

               Some sopping sounds come from the bathroom.

                                   PADME (O.S.)
                         Then why stay?

                                   SHMI
                         We don't exactly have a lot of
                         money, but we're saving as much as
                         we can. I'm sorry to say so, but
                         Watto pays us to let you stay here
                         when you're not working. I don't
                         like it, but every little bit
                         helps.

                                   PADME (O.S.)
                         Where would you go to?

                                   SHMI
                         My friend and I have been saving to
                         buy a moisture farm, to start a new
                         life, and raise our children.

               Anakin looks displeased as Shmi mentions this.

                                   PADME (O.S.) 
                         His father?

                                   SHMI
                         No. He...was killed when I was
                         taken as a slave. 

               Anakin looks up, but quickly gets back to work.

                                   PADME (O.S.)
                         Oh. I'm sorry. This is insane!
                         Slavery is outlawed in the
                         Republic.

                                   SHMI
                         The Republic doesn't exist out
                         here. We have to accept it.

                                   PADME (O.S.)
                         Accept life as a slave? How can I?

                                   SHMI
                         Watto is okay for a master. I've
                         had worse.

                                   PADME (O.S.)
                         If you, or Watto think that I will
                         stay here any longer then I need
                         to, you're very wrong. Right Artoo? 

               Artoo bleeps his agreement.

                                   ANAKIN
                         You can't escape. Remember they put
                         an explosive in your body.

                                   SHMI
                         That's what keeps the slaves
                         prisoner. If you try to escape -

                                   ANAKIN
                         BOOM! They blow you away!

               Padm� appears from the bathroom, covered in a towel.

                                   PADME
                         How rude.

               Anakin ogles Padm�. It's impossible for him to keep his eyes
               off her.

                                   PADME (CONT'D)
                         Nice one you've got there.

               She points at the droid.

                                   ANAKIN
                         Huh? Oh! Yeah, I built it myself
                         from old parts. Too bad I don't
                         have a brain for it. It can't do
                         much without a good head.

               Artoo bleeps.

                                   SHMI
                         So where are you from, Padm�?

                                   PADME
                         Naboo. And I will do everything to
                         get back there.

                                   ANAKIN
                         Is everyone on Naboo as beautiful
                         as you?

               Ah! Anakin bites his lip. How could he have said something
               like that?!

                                   SHMI
                         Ani...

               For the first time since she's there, Padm� smiles.

                                   PADME
                         You're a funny boy.

               Anakin blushes and looks away. 

               Shmi hands the girl the clothes.

                                   SHMI
                         These should fit now.

                                   PADME
                         Thank you.

               Padm� takes off the towel so she can get dressed. 

               She stops when she sees both Anakin and his mother staring at
               her as she stands before them in all her uncovered glory. 
               She quickly covers herself again. Shmi looks at her
               disapprovingly.

                                   PADME (CONT'D)
                             (blushing)
                         Different planets, different
                         customs, I guess.

               Padm� hurries back to the bathroom. 

               Shmi turns to look at Anakin, who blushes, and quickly turns
               back to Artoo - rubbing the droid furiously with the piece of
               cloth.

               EXT. TATOOINE, MOS ESPA, STREETS - MORNING

               People of all sorts go about their business in the mining
               town. Sab� and Obi-Wan are seated in a DROID-RIKSJA, which
               drives them through the streets. They look around.

                                   OBI-WAN
                         Now that we've split up, we'll find
                         Amidala soon.

                                   SABE
                         The sooner the better.

               She looks around.

                                   SABE (CONT'D)
                         What a depressing place. These
                         people must lead miserable lives.

                                   OBI-WAN
                         Slaves and slavers. Traders,
                         miners. There are plenty of places
                         like this.

                                   SABE
                         It's just wrong. If they've done
                         anything to Pa... - the queen, I'll
                         make them pay!

                                   OBI-WAN
                         We will make them pay. We will free
                         her, Sab�, I promise.

                                   SABE
                         Oh, Obi-Wan, I'm so glad you're
                         here!
                             (smiling)
                         And I'm glad we're alone. Qui-Gon
                         doesn't seem to like having me
                         around.

                                   OBI-WAN
                         The mind of a Jedi is a serious
                         one, but surely she has nothing
                         against you.

               Sab� smiles.

                                   SABE
                         Do you like me?

                                   OBI-WAN
                         Of course. What's not to like?

                                   SABE
                         Ask Qui-Gon.

                                   OBI-WAN
                         Qui-Gon isn't here.

                                   SABE
                         Good.

               Before Obi-Wan realizes what she's doing, Sab� moves to kiss
               him. She holds his head in her hands - there is no escape -
               then suddenly she pushes his head aside.

                                   OBI-WAN
                         Ack!

                                   SABE
                         Look!

               Obi-Wan breaks free and turns to look.

                                   SABE (CONT'D)
                         An astromech unit. Just like the
                         one on the Naboo cruiser!

                                   OBI-WAN
                         Driver, stop.

               The droid driver bleeps and stops. Sab� and Obi-Wan get out.

                                   OBI-WAN (CONT'D)
                             (to droid-riksja)
                         Wait here.

               The droid bleeps. Sab� rushes over to the astromech droid.

                                   SABE
                         You, droid! Wait!

               It is Artoo-Detoo! 

               Artoo looks at Sab� and recognizes her. He starts beeping
               furiously, shaking on his legs.

                                   OBI-WAN
                         Looks like he recognizes you.

                                   SABE
                         Excellent! Is she here? Droid,
                         listen. The girl you escaped with,
                         is she here?

               Artoo bleeps the affirmative.

                                   OBI-WAN
                         I think that means yes.

                                   SABE
                         Well, take us to her then!

               Artoo bleeps and starts rolling.

               EXT. MOS ESPA, WATTO'S SHOP - MORNING

               Artoo leads Obi-Wan and Sab� to Watto's shop. Obi-Wan stops
               Sab� from entering.

                                   OBI-WAN
                         It's best if we don't let on that
                         we know her. Let's just see what
                         the situation is.

                                   SABE
                         Alright.

               INT. WATTO'S SHOP, MAIN ROOM - MORNING

               Artoo, Obi-Wan and Sab� enter Watto's shop. Watto comes
               flying from behind the counter.

                                   WATTO
                             (in Huttees, subtitled)
                         Welcome. How can I help you?

                                   OBI-WAN
                         This astromech unit here. It is for
                         sale?

               Watto looks at Artoo.

                                   WATTO
                             (in Huttees, subtitled)
                         Hey, I send you on an errand!

               Artoo bleeps.

                                   WATTO (CONT'D)
                         Whatever.
                             (to Obi-Wan)
                         Everything is for sale my friend.
                         As long as ya can pay for it.

               There is some noise from the back.

                                   ANAKIN (O.S.)
                         Just a little more!

                                   PADME (O.S.)
                         It's slipping! Watch it!

               Loud clattering as something falls.

                                   PADME (CONT'D)
                         Oh! I'm just not good at this!

                                   SABE
                             (whispering)
                         It's her!

               Obi-Wan motions for her to be quiet.

                                   WATTO
                             (in Huttees, subtitled)
                         Hey, be careful!

               Watto turns back to Obi-Wan.

                                   WATTO (CONT'D)
                         It's hard getting good slaves these
                         days. Now, this astromech. I've
                         acquired him recently myself. Very
                         good condition. So it's gonna cost
                         ya!

               While Obi-Wan and Watto talk, Sab� starts walking around the
               shop, checking out things. She walks to the backyard.

                                   OBI-WAN
                         Looks like he's been through some
                         scrapes.

                                   WATTO
                         It's nothing! It's in excellent
                         condition. Better than most -

               EXT. WATTO'S SHOP, BACKYARD - CONTINUOUS

               While Obi-Wan and Watto haggle, Sab� walks through the back
               door into the backyard where larger spare parts are kept.

               Anakin and Padm� are at work picking up the parts they
               dropped. Padm� looks up.

                                   PADME
                         Sab�!

                                   SABE
                         Shhh!

               Sab� motions for Padm� to keep her distance. After all,
               they're not alone.

                                   ANAKIN
                         You know each other?

               Sab� ignores the boy.

                                   SABE
                         Are you alright?

                                   PADME
                         No!

                                   SABE
                         Don't worry, we'll get you out of
                         here.

                                   PADME
                         Meet me later, near the grocery
                         store.

                                   SABE
                         Okay. Let me try something first. 

               Sab� walks back in.

                                   ANAKIN
                         You know her? What's going on?

                                   PADME
                         I can't talk about it now, Anakin.

                                   ANAKIN
                         Why not? I thought -

                                   PADME
                         Not now!

               Padm� walks to the door and listens in.

               INT. WATTO'S SHOP, MAIN ROOM - CONTINUOUS

               Watto and Obi-Wan are still haggling.

                                   OBI-WAN
                         It's a bit steep, let me consider
                         it.

                                   WATTO
                         Well don't wait too long and waste
                         my time. If someone else comes
                         along and wants -

                                   SABE
                         Master, I've found a girl you may
                         like.

                                   OBI-WAN
                         Huh?

                                   WATTO
                         Master?

                                   SABE
                         You don't want another slave-girl?
                         I thought you said you did, master.

                                   WATTO
                         That girl is yar slave?

                                   OBI-WAN
                         Ah, yes. Of course. Clever girl, a
                         bit stubborn.

                                   WATTO
                         Stubborn? Ha! You should see my new
                         one. Now that's a piece of work! So
                         yar looking for another girl too,
                         huh?

                                   OBI-WAN
                         Been looking around.

                                   WATTO
                         Hey, girl! Get in here! Now!

               Padm� walks in, and eyes Obi-Wan. Anakin follows.

                                   WATTO (CONT'D)
                         I wasn't planning to sell her
                         either, but...as I said, for the
                         right price...

               Obi-Wan walks over to the slave-girl, and starts inspecting
               her, looking her over.

                                   WATTO (CONT'D)
                         To yar liking?

                                   OBI-WAN
                         Nice. A bit young though. And
                         short. Doesn't look very
                         productive.

               Padm� is annoyed. Sab� rolls her eyes and looks at Obi-Wan.
               Just get her, damned!

                                   WATTO
                         Young is good! More value. They can
                         learn more.

               Anakin is alarmed.

                                   ANAKIN
                         You're going to sell her? But you
                         just got her!

               Watto makes a slapping move, making Anakin flinch back.

                                   WATTO
                             (in Huttees, subtitled)
                         Hey, quiet!

                                   OBI-WAN
                         How much?

                                   WATTO
                         Aha! This one is gonna cost ya! Two
                         hundred and eighty thousand
                         Dactaries. Three hundred and ten
                         together with the droid.

                                   OBI-WAN
                         Dactaries? I can give you ten
                         thousand Republic Credits.

                                   WATTO
                         Republic Credits? Republic Credits
                         are no good out here. I need
                         something more real. Besides,
                         that's not nearly enough for a
                         slave and a droid.

                                   OBI-WAN
                         I don't have anything else, but -
                             (waves hand)
                         Republic Credits will do fine.

                                   WATTO
                         No they won't!

                                   OBI-WAN
                             (waving hand again)
                         Republic Credits will do fine.

                                   WATTO
                         No they won't! What do ya think ya
                         are, a Jedi or something, waving
                         yar hand like that? Unless ya got
                         the right money, or something to
                         trade, yar not getting anything! 

               Obi-Wan nods politely, but is gritting his teeth.

                                   OBI-WAN
                         Perhaps I'll be back.
                             (to Sab�)
                         Come. 

               Obi-Wan barges out the shop. Sab� looks back at Padm�,
               worried, then follows Obi-Wan.

                                   WATTO
                             (in Huttees, subtitled)
                         Ah, outlanders. They think they're
                         so smart. 

               Padm� watches the exit, worried.

               EXT. MOS ESPA, STREET OUTSIDE WATTO'S SHOP - MORNING

               Obi-Wan and Sab� walk away from Watto's shop.

                                   SABE
                         Great! That was a total disaster!
                         What was that waving all about?

                                   OBI-WAN
                         With the Force one can influence
                         the weak minded. Too bad he didn't
                         seem to be weak minded enough. Odd.

                                   SABE
                         Enough of this. We just grab her,
                         and blast out of here!

                                   OBI-WAN
                         It may not be that easy. Have you
                         spoken to her?

                                   SABE
                         She told us to meet her later. Then
                         we shall act.

               EXT. MOS ESPA, SPACE SHIP DOCKS - DAY

               A freighter takes off from one of the docking bays.

               Anakin sits on a ledge, watching the craft fly away. He is
               lost in thought.

                                   OWEN (O.S.)
                         Dream on, Skyworker.

               Anakin turns to face the other boy, OWEN LARS. 

               The kid is a bit younger than Anakin, but looks just as poor.
               He looks a bit mean.

                                   ANAKIN
                         Shut up, Owen.

                                   OWEN
                         Ani, what makes you think you'll
                         ever get to fly out of here?

                                   ANAKIN
                         I'm a good pilot, and they always
                         need good pilots.

               Owen laughs at Anakin's expense.

                                   OWEN
                             (laughing)
                         They need real space pilots, you
                         idiot! Nobody wants some kiddie
                         canyon racer.

               Anakin gets up, angry, and stands face to face with Owen.

                                   ANAKIN
                         You're just jealous, Lars-scum.

                                   OWEN
                         You better watch your tone, wizard
                         boy, or my dad will dump your mom
                         and go find someone else to work on
                         the farm. Maybe that cute new slave
                         girl.

                                   ANAKIN
                         Get lost, Owen.

               He bumps against Owen's shoulder the way rival boys do, and
               walks away.

                                   OWEN
                             (mocking)
                         Oh! What's the matter? You like
                         that little nasty slave girl, Ani?
                         Hey, maybe if you work hard enough,
                         you can rent her for a few hours!

               Owen laughs. This is too much for Anakin. Furious, he twists
               around, runs at Owen, and throws himself at his future half
               brother.

               The two kids roll over the ground, fighting.

               Anakin is about to punch Owen in the face, when a hand grabs
               his arm and holds him back. 

               Anakin is pulled off Owen.

                                   OBI-WAN
                         That's enough, boys.

               Anakin struggles free. Obi-Wan lets him go, as Owen gets up.

                                   ANAKIN
                         Mind your own -

               Anakin stops mid-sentence. He looks the stranger in the eyes,
               as if he senses something. Surprised, Obi-Wan returns the
               gaze. 

               Obi-Wan composes himself.

                                   OBI-WAN
                         Why were you fighting?

                                   OWEN
                         Nothing. He's so damn sensitive.

                                   OBI-WAN
                         That's not a bad thing in itself.

                                   OWEN
                         I only made fun of the girl -

                                   ANAKIN
                         Shut up, Owen!

               Obi-Wan chuckles. 

                                   OBI-WAN
                         Girls are nothing but trouble,
                         aren't they? Now be on your way, 
                         boys, and don't let me catch you
                         fighting again.

                                   OWEN
                         What do you think you are? A Jedi
                         or something?

               Obi-Wan gives the boy a stern look. Owen binds in, and runs
               away. Anakin looks at Obi-Wan.

                                   ANAKIN
                         Well, are you?

                                   OBI-WAN
                         Be on your way, kid. And next time
                         you get provoked, fight the urge to
                         become angry.

               Obi-Wan walks away. Anakin stares at him, then turns and also
               walks away, in the opposite direction. As Anakin goes around
               a corner, Obi-Wan turns around and watches the boy go.

               EXT. MOS ESPA 3, STREETS - EVENING

               Padm� walks quickly and cautiously across a street, looking
               around to see if nobody is following her. She turns a corner
               at the local grocery store.

                                   OBI-WAN (O.S.)
                         Over here!

               Padm� turns and walks to some shadows. 

               From across the street Anakin secretly follows her. 
               Padm� reaches a group of people: Obi-Wan, Sab�, Qui-Gon and
               Jango.

                                   PADME
                         Sab�!

                                   SABE
                         Padm�!

               The girls embrace and cry.

                                   SABE (CONT'D)
                         I was afraid I had lost you.

                                   PADME
                         I'm okay, I'm alright now.

               Qui-Gon bows before Padm�.

                                   QUI-GON
                         Your Highness, it is an honor to
                         finally meet you.

               Obi-Wan bows too. Jango simply watches. 

               From his hiding place, Anakin watches in amazement.

                                   PADME
                         Your Highness? What are you talking
                         about? I'm not -

               Sab� laughs nervously.

                                   SABE
                         Isn't she humble?!

                                   OBI-WAN
                         Wait. You called her Padm�. Queen
                         Amidala's first name is Sab�, like
                             (realization hits him)
                         you...

               Qui-Gon sighs and grins.

                                   QUI-GON
                             (to Sab�)
                         Your Highness...

               Jango simply grins, shaking his head.

                                   SABE
                         Yes, I am Queen Amidala. Monarch of
                         the Naboo, Daughter of Eirt�,
                         Keeper of the Kyber Crystal.

               Remarkably, nobody appears to be impressed, so she continues.

                                   SABE (CONT'D)
                         This is Padm�, my half sister. She
                         protected me by acting as my
                         double, my decoy.

               Anakin can't believe what he's hearing. 

               Neither can Obi-Wan.

                                   OBI-WAN
                         This is incredible! All this for
                         nothing. We could've gone straight
                         to Coruscant.

                                   PADME
                         For nothing? Hello?! What about
                         me?!

                                   SABE
                         Please understand. I had to find my
                         sister. I love her so much. She's
                         the only family I have, and it's
                         because of me she's in this mess.
                         Surely you would do the same.

                                   OBI-WAN
                         I can understand, but your people -

                                   QUI-GON
                         That is why we must hurry.

                                   JANGO
                         Anybody got any ideas on how to get
                         this one here free?

                                   PADME
                         They've put a bomb in my ribcage.
                         If I try to escape you'll be
                         scraping my insides from the
                         pavement.

                                   SABE
                         There's got to be a way. Come on!
                         You're Jedi Knights!

                                   ANAKIN
                         Jedi Knights?! Oh!

               Anakin stumbles out of his hiding place. 

               The others are on full alert.

                                   PADME
                         Wait! It's Anakin.

                                   SABE
                         The boy from the shop.

                                   PADME
                         I live with him and his mother.
                         It's okay, we can trust him.

                                   JANGO
                         Intergalactic Survival Rule Number
                         One: Don't trust anyone, honey.

                                   QUI-GON
                         I suggest we leave before any more
                         people listen in on us. Obi-Wan, go
                         with Sab - the Queen and Padm� to
                         the boy's house, and protect them.
                         I will stay in the ship with Jango.
                         Contact me if there's anything.

                                   OBI-WAN
                         Very well.

               Sab�, Padm�, Obi-Wan, and Anakin start moving. Anakin looks
               at Obi-Wan.

                                   ANAKIN
                         Anakin Skywalker.

                                   OBI-WAN
                         Obi-Wan Kenobi.

                                   ANAKIN
                         So you really are a Jedi?!

               Obi-Wan nods and observes the overjoyed teenager.

               INT. SKYWALKER HOVEL, MAIN ROOM - EVENING

               Anakin and the rest enter. Owen is sitting in the room, and
               is surprised as the group enters. Anakin ignores him.

                                   ANAKIN
                         Mom!

               Shmi comes in from the kitchen and is surprised to see the
               newcomers. A man comes in behind her. This is Cliegg Lars,
               Shmi's friend, and Owen's father.

                                   ANAKIN (CONT'D)
                         Mom, these are friends of Padm�.
                         They've come to rescue her!

                                   SHMI
                         Oh my. I -

                                   ANAKIN
                         This is Sab�, she's Padm�'s half
                         sister, and this is Obi-Wan Kenobi.
                         Mom, get this, he's a Jedi! 

                                   OWEN
                         You're the guy from the docks!

               Shmi is too surprised to speak.

                                   OBI-WAN
                         It's nice to meet you, but we don't
                         wish to intrude.

                                   SHMI
                         You're not. If you're with Padm�,
                         you're not.

               EXT. MOS ESPA, HOVELS - NIGHT

               Night has fallen over this side of Tatooine. All is quiet.

               INT. SKYWALKER HOVEL, MAIN ROOM - NIGHT

               They are all seated at the table.

                                   ANAKIN
                         Have you been on many adventures?

                                   OBI-WAN
                         Several. Just doing my duty.

               Owen ogles Sab�, the incredible beauty. Sab� notices, and the
               boy quickly looks away.

                                   ANAKIN
                         I've always dreamt about being a
                         Jedi Knight. I can't believe I
                         finally met one. 

                                   OWEN
                         Geez, Ani.

                                   ANAKIN
                         You were so wrong, Owen.

                                   SHMI
                         Stop.

                                   CLIEGG
                         Are you here to free the slaves,
                         Sir Knight?

                                   OBI-WAN
                             (surprised)
                         We're not here to free all the
                         slaves, I'm afraid. Our mission is
                         to rescue Padm�.

                                   PADME
                         All the slaves here need help. It's
                         your duty to fight against evil
                         like this.

                                   OBI-WAN
                         There's only two of us, and we
                         don't have much time.

                                   ANAKIN
                         But -

                                   SHMI
                         He's right, Ani. It's simply not
                         possible to free all the slaves.

                                   SABE
                         Perhaps at a later date we can use
                         our influence to accomplish
                         something, now that we know of this
                         injustice. 

               Obi-Wan nods.

                                   PADME
                         So how are we going to free me
                         then?

                                   OBI-WAN
                         We've got nothing to trade. Except
                         our ship, but we need that.

                                   SABE
                         I will demand my sister's release
                         in front of the Hutts. 

                                   OBI-WAN
                         And then you'll be held for ransom.

               Oops. Bad idea.

                                   ANAKIN
                         You could sell your ship, get Padm�
                         and Artoo, and use the remaining
                         money to let someone else take you
                         to Coruscant.

                                   CLIEGG
                         That would attract too much
                         attention, wouldn't it? 

               Obi-Wan thinks for a moment.

                                   OBI-WAN
                         Yes..., but you've given me an
                         idea, Anakin.

                                   ANAKIN
                         What?

                                   SABE
                         Yeah, tell us, before we explode
                         with curiosity.

                                   PADME
                         Hey.

                                   OBI-WAN
                         Not yet. I have to think about it.

                                   PADME
                         Well, don't think about it for too
                         long. I'm getting pretty tired of
                         playing slave girl for that Watto
                         creature.

                                   SABE
                         These slavers really need to be
                         taught a lesson.

                                   OBI-WAN
                         Yes, they do...

               The others remain confused, but Anakin looks at Obi-Wan with
               a big smile on his face. A Jedi adventure...

               EXT. SKYWALKER HOVEL, PORCH - NIGHT

               Obi-Wan and Anakin are sitting on a ledge outside the
               Skywalker hovel.

                                   OBI-WAN
                         The Force is what guides us, binds
                         us. It's all around us.

                                   ANAKIN
                         Even out here, so far from
                         everything?

               Obi-Wan laughs.

                                   OBI-WAN
                         Yes Anakin, even here. Between you
                         and me, and in you.
                         It's what binds the universe
                         together. Without the Force, life
                         would not exist.

                                   ANAKIN
                         In me?

                                   OBI-WAN
                         The Force is in all of us. Some are
                         simply better attuned to it than
                         others.

                                   ANAKIN
                         How do you know if the Force is
                         with you, that you can use it I
                         mean. 

               Obi-Wan thinks.

                                   OBI-WAN
                         You just know. And there are tests.
                         Plus a Jedi can sense it, somewhat
                         like you sensed something in me
                         when we first met.

               Anakin nods. Obi-Wan observes Anakin.

                                   OBI-WAN (CONT'D)
                         I sense that the Force is strong
                         with you, Anakin.

                                   ANAKIN
                         My mom says some of her ancestors
                         were Jedi Knights. So I guess it
                         could run in the family.

                                   OBI-WAN
                         Skywalker! Of course!

                                   ANAKIN
                         You heard about them?

                                   OBI-WAN
                         There were some famous Skywalker
                         Jedi a long, long time ago.

                                   ANAKIN
                         Then perhaps I should be one too. 

               Shmi appears in the doorway.

                                   SHMI
                         Anakin, it's time for bed.

                                   ANAKIN
                         My mom always says I'm special. And
                         I'm good at fixing things, and I'm
                         a pilot!
                         I practically taught myself! And
                         sometimes...no, it's silly.

                                   OBI-WAN
                             (chuckling)
                         What is it, Anakin?

                                   ANAKIN
                         Sometimes...it's as if I can see
                         things before they happen. I don't
                         know how to explain it, it's weird.

                                   OBI-WAN
                         It's a Jedi trait. Perhaps you
                         should be a Jedi.

                                   SHMI
                         Ani, I'm not going to tell again!

                                   OBI-WAN
                         Get some sleep, we've got a busy
                         day ahead.

               Anakin gets up.

                                   ANAKIN
                         You think it will work?

                                   OBI-WAN
                         We'll see.

                                   ANAKIN
                         I want to be a Jedi, like you. 

               Anakin walks inside, leaving Obi-Wan behind in thought.

               EXT. SPACE, TATOOINE

               A deadly spacecraft, the SITH INFILTRATOR, thunders into view
               and flies to the desert planet Tatooine.

               EXT. TATOOINE, MOS EISLEY CANTINA - NIGHT

               The well known cantina is still open for business, as drunk
               lowlifes stumble out of the seedy establishment.

               The dark clad figure of Darth Keel walks across the street to
               the cantina, her black robes waving in the gentle breeze.

               INT. MOS EISLEY CANTINA

               A good TWENTY or so low-life scumbag drunk GUNSLINGERS are
               wasting their money on unhealthy beverages, as Keel walks
               into the establishment.

               Some of the patrons look at the evil lady - an invisible aura
               of darkness emanating from her. 

               She approaches the bar, where Dexter Jettster is busy serving
               drinks. The big bartender notices the sinister woman.

                                   DEXTER
                         Whadayawant?

                                   DARTH KEEL
                         Some information. Concerning a lost
                         girl, and a damaged ship.

                                   DEXTER
                         And what makes ya think I know
                         something about that?

                                   DARTH KEEL
                         People like you hear all sorts of
                         things. Now think.

                                   DEXTER
                         I think ya should order a drink, or
                         leave.

                                   DARTH KEEL
                         I can see through you. You're
                         hiding something. You will tell me
                         all you know.

                                   DEXTER
                         Or else what?

               The men at the bar tense up. Keel stays calm, with a devilish
               smile on her face.

                                   DARTH KEEL
                         Or else I will rip you apart,
                         splatter your brain against the
                         wall, and see it for myself.

               Darth Keel concentrates, and Dexter starts to feel uneasy. He
               reaches for his throat with all four hands as an invisible
               hand starts to STRANGLE him. Suddenly he is lifted off the
               ground!

                                   DEXTER
                         Ah! S...s...stop her!

               A big alien, GORT, runs up to Darth Keel.

                                   GORT
                         You there! Stop that!

               Darth Keel lets go of Dexter, who falls down, and extends a
               hand to Gort. The big alien flies back across the room and
               SMASHES against a wall. One of his buddies rushes to him and
               checks the lifeless alien.

                                   BUDDY
                         She killed Gort! Get her!

               The others draw their weapons and point them at Darth Keel.

               Keel GRABS the two guys closest to her at the bar and HURLS
               them with super-human strength across the room. 

               She extends her hands and FORCE-PULLS the blasters out of the
               hands of two other guys into her's and starts BLASTING the
               aliens. 

               Others start firing back and Keel DIVES out of the firing
               line, all the while BLASTING back, killing several goons.
               Several guests run towards the exit, but Keel FORCE-THROWS a
               chair against the door controls and the doors SLAM shut. 
               The aliens try to open the doors, but are SHOT in the back. 
               Keel uses the Force to HURL aliens, furniture and weapons
               across the room. 
               She then throws the blasters aside and ignites a RED BLADED
               LIGHTSABER.
               A few men shoot at her, but the laserbolts are deflected
               straight back at them.

               Dexter comes up from behind the bar, brandishing a big shot
               gun like weapon.

                                   DEXTER
                         Take this, bitch!

               Darth Keel SWINGS around and DEFLECTS the heavy blast. 

               The bolt SHATTERS Dexter's gun and makes him fly back. 

               Time to clean up. 

               Keel swings her lightsaber at the surviving guests, SLASHING
               them in half and CUTTING them up. 
               She drives the red beam into them, and HACKS up already dead
               bodies for good measure. 
               It's all over. Smoke fills the room. Dead bodies, lost
               weapons, and smashed tables and chairs everywhere. 
               Keel looks the place over and switches off her saber, a
               satisfied look on her face. 
               She walks back to the bar and looks down. On the floor behind
               it is Dexter - cowering. 
               Keel grabs his fat neck with one hand, pulls him up, and
               looks him in the eyes.

                                   DARTH KEEL
                         Let's talk.

               INT. SKYWALKER HOVEL, WORK AREA - MORNING

               Shmi and Obi-Wan are in the work area. Parts and equipment
               everywhere. 

               Anakin's droid is sitting next to the workbench. Its
               primitive head now lies on the bench. 
               Obi-Wan and Shmi are fixing C-3PO's previously severed head
               onto the droid's body. R2-D2 is also present.

                                   SHMI
                         Like this. Yes, that should do it.
                         Its carcass is from protocol droid
                         parts.

                                   OBI-WAN
                         Okay, let's see.

               Obi-Wan flips a switch on the droid and its inner workings
               start buzzing. C-3PO's eyes light up.

                                   SEE-THREEPIO
                         Ah! Stop! I'm unarmed! Oh!
                             (beat)
                         Wait, what's going on? Where am I?
                         Something's wrong....Oh no! What
                         happened to my body? Help!

               Obi-Wan flips the switch again and the droid shuts up. 

               Shmi and Obi-Wan both laugh.

                                   OBI-WAN
                         Well, it's working.

               Shmi activates a machine.

                                   SHMI
                         With this you can download its
                         memory, and you can erase it, give
                         it a clean slate so to speak.

                                   OBI-WAN
                         That may be a wise idea. He wasn't
                         working for the nicest of people.

               He looks at Shmi.

                                   OBI-WAN (CONT'D)
                         Your son is an interesting boy.

                                   SHMI
                         He's special. He knows he is.

                                   OBI-WAN
                         I like to do a few tests with him.

                                   SHMI
                         To see if the Force is strong with
                         him?

               Obi-Wan nods.

                                   SHMI (CONT'D)
                         I know it is. Could he be a Jedi?

                                   OBI-WAN
                         That depends on many factors.

                                   SHMI
                         I so much want a better life for
                         him. 

               Obi-Wan looks in Shmi's eyes, feeling her sadness. 

               Just then Sab� and Anakin walk in. 
               Sab� stops dead in her tracks at the sight of Obi-Wan and
               Shmi sitting so close to each other, looking at one another. 
               Anakin doesn't see a problem and is in a good mood.

                                   SABE
                         Qui-Gon agrees with your plan.

                                   OBI-WAN
                         Good, we'll go to Watto right after
                         we finish here.

                                   ANAKIN
                         Hey, what are you doing with my
                         droid?!

               Shmi looks at Obi-Wan and smiles.

                                   SHMI
                         Making it better.

               Obi-Wan turns to Sab� who eyes them coldly.

                                   OBI-WAN
                         Something wrong?

                                   SABE
                         No, nothing's wrong. We should go
                         now.

               She turns around and walks away to the porch. Obi-Wan just
               doesn't understand. 

               Shmi continues to work on the droid, now hooked to the
               machinery.

               After a bit, Shmi unplugs the droid from the equipment.
               Anakin takes a memory disc from the equipment.

                                   SHMI
                         That should do it. 

               Anakin holds the memory disc, and gives it to Obi-Wan.

                                   ANAKIN
                         I hope you can find something
                         useful on this. 

               Shmi activates the droid. It whirs to live, and its eyes
               light up.

                                   SEE-THREEPIO
                         Oh, ah.

                                   SHMI
                         Identify.

                                   SEE-THREEPIO
                         I am SEE-THREEPIO, human-cyborg
                         relations. How may I serve you?

                                   SHMI
                         Okay, what do you remember?

                                   SEE-THREEPIO
                         Remember, ma'am? I...nothing I'm
                         afraid. Oh my! Am I new?

                                   SHMI
                         You're fine.

                                   ANAKIN
                         You're great! Can you stand up and
                         walk? 

               C-3PO stands up and takes a few steps with his new home-made
               skeleton body. Artoo lets out a flurry of beeps and whistles.

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

               Artoo beeps. C-3PO looks at his own skeleton body.

                                   SEE-THREEPIO (CONT'D)
                         My parts are showing? Oh, my
                         goodness. How embarrassing!

               EXT. MOS ESPA, MINING TOWN - DAY

               The town is bustling with activity.

               INT. WATTO'S SHOP - DAY 

               Obi-Wan and Sab� enter Watto's shop. Watto flies up to them
               from the back of the room.

               Anakin, Padm� and Artoo are working in the shop.

                                   WATTO
                         You again. Made up your mind?

                                   OBI-WAN
                         I still want the girl and the
                         droid, yes.

                                   WATTO
                         You have the right money this time,
                         outlander?

                                   OBI-WAN
                         No.

               Watto looks angry.

                                   OBI-WAN (CONT'D)
                         I've got a ship I like to trade.

                                   WATTO
                         A ship? What kind of ship?

               Obi-Wan activates a small holographic display - and shows a
               hologram of the Trade Federation transport.

                                   WATTO (CONT'D)
                         Looks like it's worth more than a
                         slave and a droid.

                                   OBI-WAN
                         Oh, I want some spare cash apart
                         from the girl and the droid. To get
                         some passage off this rock. 

                                   WATTO
                         I don't know. Why do ya want to get
                         rid of it? Did ya steal it? Kill
                         someone?

                                   OBI-WAN
                         I see there is no fooling you. It's
                         a Trade Federation transport.
                         Around these parts it's useful, out
                         there it will get me arrested.

               Watto laughs.

                                   WATTO
                         Aha! Ya swiped it from the
                         Federation, huh?! Very impressive!
                         Alright, tell ya what, I will take
                         yar ship, for the girl and the
                         droid -

               The others are overjoyed to hear this.

                                   WATTO (CONT'D)
                         - and ten thousand Dactaries.

                                   OBI-WAN
                         Ten? I was thinking about a bit
                         more. 

                                   WATTO
                         Hey, ya offer a stolen ship. Take
                         it or leave it. Ten thousand, or
                         take it elsewhere!

               Annoyed, Obi-Wan nods.

                                   OBI-WAN
                         Very well. It's a deal.

               Watto turns to Padm�.

                                   WATTO
                         Looks like ya've got yarself a new
                         master. Don't ya disappoint him!

               Watto laughs. Padm� has trouble not telling him the truth.

               INT. SKYWALKER HOVEL, MAIN ROOM - DAY

               Anakin stands in the middle of the room, eyes closed. Obi-Wan
               is seated at the table. 

               He holds a small hand-held viewing screen, so that Anakin
               can't see the display. In rapid succession, images flash
               across the screen.

                                   ANAKIN
                         A ship...a cup...

               Qui-Gon Jinn walks in and is surprised to see Obi-Wan and
               Anakin like this. 

                                   ANAKIN (CONT'D)
                         ...a speeder.

               Obi-Wan turns the screen off.

                                   OBI-WAN
                         Very good.

                                   QUI-GON
                         Well done, Anakin. 

               Anakin takes the blindfold off.

                                   QUI-GON (CONT'D)
                         Now you'd better get to Watto and
                         help him with his new ship. And not
                         a word, remember.

                                   ANAKIN
                         Don't worry. Your secret is safe
                         with me. I'm really glad Padm� is
                         free.

                                   QUI-GON
                         So are we. 

               Anakin starts to leave. At the door, he turns to Obi-Wan.

                                   ANAKIN
                         You know, it's as if I could see
                         those things on your display.

                                   OBI-WAN
                         That's very good, Anakin.

               Anakin leaves.

                                   QUI-GON
                         What are you doing, Obi-Wan?

                                   OBI-WAN
                         What does it look like?

                                   QUI-GON
                         This is neither the place nor the
                         time to test the boy. It's not why
                         we're here.

                                   OBI-WAN
                         Anakin is very strong with the
                         Force. I've never encountered
                         someone like him. He's a natural.
                         Testing him is the right thing to
                         do - as is training him.

                                   QUI-GON
                         I know you are eager to train an
                         apprentice of your own, Obi-Wan,
                         but it's not something to be taken
                         on lightly. Besides, the boy is too
                         old. There's a very good chance the
                         Council will refuse to train him.

                                   OBI-WAN
                         Students older than Anakin have
                         been trained.

                                   QUI-GON
                         In recent times? No, Obi-Wan. You
                         should respect the insights of your
                         peers.

                                   OBI-WAN
                         Anakin has the makings of a great
                         Jedi Knight.
                         Once the Council sees his
                         potential, they will agree with me.
                         You can't deny that he has the
                         potential, Qui-Gon. You must sense
                         how strongly the Force is with him.

                                   QUI-GON
                         Feelings cannot always lead to
                         actions, my young friend. Besides,
                         his mother may not want to let him
                         go with you.

                                   OBI-WAN
                         I've already spoken with her. She
                         agrees with me.

               Qui-Gon is surprised.

                                   QUI-GON
                         I hope you know what you're doing,
                         Obi-Wan.

               EXT. TATOOINE, PLAIN OVERLOOKING MOS ESPA - EVENING

               The Sith Infiltrator lands on a barren piece of land with a
               thundering noise. Smoke hisses from its landing-gear. 

               The hatch opens and a ramp extends to the ground. 

               The horror that is Darth Keel exits the ship. 

               She looks out over the plain, then uses her ELECTRO
               BINOCULARS.

               She sees Mos Espa, and the mining facilities around it. Keel
               lowers the binoculars and presses some buttons on her wrist
               device. 

               From the ship THREE odd-looking, floating PROBE DROIDS
               emerge. 

               Keel punches in some commands on her wrist-device, and the
               three droids each go their own way - each one to a different
               part of the small city state.

               Keel watches the droids fly to their targets.

               INT. SKYWALKER HOME, MAIN ROOM - NIGHT

               Qui-Gon and Obi-Wan, Padm�, Sab�, and Jango, Artoo, Threepio,
               Cliegg, and Shmi are present in the cramped room. Our heroes
               are ready to go.

                                   SABE
                         I hope us stealing that transport
                         back won't cause you any trouble.

                                   SHMI
                         Watto won't know that we were in on
                         it.

                                   PADME
                         I'm glad we're making that slaver
                         pay.

                                   OBI-WAN
                         Speaking of payment, here's the
                         extra money I got from Watto for
                         the ship. 

               Obi-Wan hands the money to Shmi.

                                   SHMI
                         Oh! It's, it's enough, together
                         with our savings. Enough to leave
                         this place. I can't take this.

                                   QUI-GON
                         Of course you can.

                                   CLIEGG
                         Thank you. Now we can start a new
                         life away from here.

               Anakin and Owen come rushing in.

                                   ANAKIN
                         Disaster!

                                   PADME
                         What?

                                   ANAKIN
                         Watto has already sold your ship -
                         to Jabba the Hutt!

                                   OWEN
                         It's already been moved to Jabba's
                         palace. You'll never get in!

                                   QUI-GON
                         That will complicate matters.

                                   OBI-WAN
                         We'll have to improvise.

                                   JANGO
                         I knew it was a bad idea.

                                   ANAKIN
                         Don't worry, I already have a plan.

                                   OWEN
                         It'll never work, Ani. You've
                         already got us in mayor trouble!

                                   SHMI
                         A plan?

                                   OWEN
                         He took Watto's truck!

                                   ANAKIN
                         I borrowed it.

                                   CLIEGG
                         Borrowed?

                                   ANAKIN
                         From a certain point of view. Look,
                         I know my way into the palace. I
                         know where the control room is from
                         where the security protocols can be
                         deactivated. Then you take off with
                         your ship from Jabba's hangar.

                                   OBI-WAN
                         A nice plan, it could work.

                                   JANGO
                         What about those fighter craft?

                                   QUI-GON
                         We'll have to disable those, or
                         they'll follow us.

                                   ANAKIN
                         See, it can work.

                                   QUI-GON
                         Alright. We don't have much of a
                         choice. We have to get out of here.

               She looks at Obi-Wan.

                                   OBI-WAN
                         I sense it too. A disturbance in
                         the Force.

                                   SABE
                         Let's go then.

               EXT. SKYWALKER HOME - NIGHT.

               Sab�, Padm�, Jango, and Artoo are outside with the hover
               truck, a small truck Watto uses for delivering parts.

                                   SABE
                         I'll go in the front, with Anakin
                         and Padm�. Anakin knows the way.
                         The rest of you can hide in the
                         back.

                                   JANGO
                         Great.

               Artoo bleeps.

               INT. SKYWALKER HOME, MAIN ROOM - NIGHT

               It's time to go.

               Obi-Wan talks to Anakin, with the others present.

                                   OBI-WAN
                         Our meeting was not a coincidence.
                         Nothing happens by accident. You
                         are strong with the Force, Anakin.

                                   ANAKIN
                         A Jedi!

                                   QUI-GON
                         Anakin, training to be a Jedi will
                         not be an easy challenge. And if
                         you succeed, it will be a hard
                         life. And it's not even certain
                         that the Council will allow your
                         training. There are many
                         uncertainties.

                                   ANAKIN
                         But it's what I want. What I've
                         always dreamt about. Can I go to be
                         tested, Mom?!

                                   SHMI
                         I can't make that choice for you,
                         Ani. You must decide yourself. 

               Anakin thinks, looks to his mother, and Cliegg and Owen. Then
               he looks to Qui-Gon and Obi-Wan.

                                   ANAKIN
                         I want to go. 

               Obi-Wan smiles.

                                   OBI-WAN
                         Then pack your things. We haven't
                         much time. 

               Anakin runs to his bedroom.

               Qui-Gon looks at See-Threepio.

                                   QUI-GON
                         We've got all the information we
                         require from that droid. You should
                         take it with you. He'll serve you
                         well, I'm sure.
                             (to Threepio)
                         See-Threepio, Shmi Skywalker is
                         your master now. Go with her.

                                   SEE-THREEPIO
                         Very well, ma'am. If I may inquire,
                         where are we going?

                                   SHMI
                         A new home. 

               Qui-Gon turns to Obi-Wan.

                                   QUI-GON
                         Make sure the others are ready.
                         I'll see to matters here. 

               Obi-Wan nods, and turns to Shmi.

                                   OBI-WAN
                         We will watch after him. You have
                         my word. Will you be all right?

                                   SHMI
                         He was in my life for such a short
                         time.

               EXT. TATOOINE, SKYWALKER HOME - NIGHT

               The final goodbyes. 

                                   OWEN
                         Are you sure about this?

                                   ANAKIN
                         Yes. I think so.

                                   OWEN
                         But what about the farm?

                                   ANAKIN
                         I'm sure you can handle it.

                                   CLIEGG
                         Be careful, Anakin. Be careful at
                         Jabba's palace.

                                   OBI-WAN
                         Don't worry.

                                   CLIEGG
                         Master Jedi, we can't thank you
                         enough. We owe you much.

                                   QUI-GON
                         Just take good care of yourselves.
                         It's all I ask.

                                   PADME
                         We owe you much.

               Padm� embraces Shmi, and enters the truck. Obi-Wan climbs in
               the back.

                                   QUI-GON 
                         Anakin will be safe with the Jedi.
                         I assure you. 

               Shmi nods, fighting her tears.

                                   QUI-GON (CONT'D)
                         May the Force be with you. 

               Qui-Gon enters the back of the truck to join the others.
               Anakin still stands there.

                                   ANAKIN
                         I'm not sure I can do it, mom. I
                         just... 

               Shmi hugs Anakin.

                                   SHMI
                         I know how strong you are, Ani. I
                         know you can do this. This is what
                         you always wanted. This is what you
                         should do, it's your destiny.

                                   ANAKIN
                         Will I ever see you again?

                                   SHMI
                         What does your heart tell you?

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

                                   SHMI
                         Then we will see each other again.

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

                                   SHMI
                         Now I must go.

                                   ANAKIN
                         I love you so much. 

               They hug one last time, then Anakin turns around and enters
               the truck cabin.

               The truck starts, and hovers away.

               Shmi, Cliegg, and Owen watch the truck move out of sight.

               EXT. TATOOINE, ROAD TO JABBA'S PALACE - NIGHT

               The hover truck speeds to Jabba's palace on the mountain.

               EXT. TATOOINE, JABBA'S PALACE, GATE - NIGHT

               The truck stops at a gate that surrounds the palace. A guard
               walks up to the cabin.

               INT. TRUCK CABIN - NIGHT

               The guard looks at the three kids.

                                   GATE GUARD
                             (in Huttees, subtitled)
                         Hey, Skywalker. What are you doing
                         here at this hour?

                                   ANAKIN
                             (in Huttees, subtitled)
                         Late delivery. 

                                   GATE GUARD
                             (in Huttees, subtitled)
                         Always working! Who are those two?

               The guard points at the two girls.

                                   ANAKIN
                             (in Huttees, subtitled)
                         New dancing girls.

                                   GATE GUARD
                             (in Huttees, subtitled)
                         Some delivery! Better not let the
                         boss wait.

               Anakin feigns a laugh. The guard opens the gate. Anakin waves
               and drives through.

               EXT. TATOOINE, JABBA'S PALACE - NIGHT

               Anakin drives the truck to several buildings located at the
               side of the big palace. Nobody else is around.

               INT. TRUCK CABIN - NIGHT

               Sab� gets out. Anakin shuts down the engine, and is about to
               get up from his seat. Padm� stops him.

                                   PADME
                         Anakin, before we go... I want you
                         to know...well, a lot can happen,
                         and I just want you to know that I
                         really appreciate what you're doing
                         for us.

                                   ANAKIN
                         I'm also doing it for myself.

                                   PADME
                         I know, but still... I think you're
                         very brave. 

               They look at each other. Padm� leans forward and kisses
               Anakin on his forehead. Anakin blushes and looks deeply in
               Padm�'s eyes. He moves to kiss her on her mouth, but she
               holds him back.

                                   PADME (CONT'D)
                         Whoa, kiddo. I think you're just a
                         little too young for me. 

               Anakin blushes and doesn't know where to look.

                                   ANAKIN
                             (stammering)
                         Sorry, I...uhm... 

               He gets up again and turns to leave. Padm� thinks for an
               moment and grins.

                                   PADME
                         Anakin... 

               She turns him around. 

               She holds his head in her hands and gives him a soft, sweet
               kiss on his lips, lasting just long enough to melt the
               teenage boy. 
               Anakin is at a loss of words.

                                   PADME (CONT'D)
                         For good luck. 

               She gets up and leaves a confused Anakin behind.

               EXT. TATOOINE, JABBA'S PALACE - NIGHT

               Obi-Wan, Qui-Gon, Sab�, and Jango stumble out of the back of
               the truck.

                                   JANGO
                         Next time I ride in the front! 

               As they stand there, ONE OF DARTH KEEL'S DROIDS floats by in
               the distance. Qui-Gon spots it, but the droid floats away.

               Anakin points at the palace.

                                   ANAKIN
                         That's where the slavers who run
                         this place live. Jabba the Hutt
                         sure likes his luxury. And there - 

               Anakin points at an adjacent building.

                                   ANAKIN (CONT'D)
                         Are the hangars and landing area.
                         Your ship is there.

                                   QUI-GON
                         Right. Anakin, you lead us into the
                         palace and to the control room. Obi
                         Wan, you and Jango disable the
                         fighters.

                                   OBI-WAN
                         We'll see you at the transport.

               They split up.

               EXT. TATOOINE, JABBA'S PALACE, ENTRANCE - NIGHT

               Qui-Gon, Anakin, Padm�, Sab�, and Artoo approach a side
               entrance to the palace.

                                   ANAKIN
                         They'll never expect anything.

                                   PADME
                         Of course not. How is anybody
                         supposed to get in with THAT
                         guarding the entrance? 

               Padm� points at the alien GUARD at the door. He's huge.

                                   QUI-GON
                         I'll handle this. 

                                   SABE
                         I knew you were going to say that.

               They approach the guard.

                                   PALACE GUARD
                             (in Huttees)
                         Halt! What do you want?!

                                   QUI-GON
                         We are here to fix the security
                         system. We are expected.

                                   PALACE GUARD
                             (in Huttees)
                         Fix? I don't know anything about
                         this. Show me your ID!

                                   QUI-GON
                             (waves hand, mind
                              tricking)
                         You don't need to see our ID, you
                         can let us in.

                                   PALACE GUARD
                             (in Huttees)
                         I don't need to see your ID, you
                         can go in.

                                   QUI-GON
                             (mind tricking)
                         We are late, we must hurry.

                                   PALACE GUARD
                             (in Huttees)
                         You're late. Hurry! Hurry! 

               The guard opens the door, and our friends quickly go inside.

               INT. PALACE, ENTRANCE HALLWAY - CONTINUOUS

               The group quickly moves through the hallway as the door
               closes behind them.

                                   SABE
                         Whew! I'm glad it worked this time.

               INT. PALACE, CORRIDORS - MOMENTS LATER

               Qui-Gon and the others walk through the hallways. 

               Several INHABITANTS and WORKERS are present. 

               From another hallway they spot a MORE PEOPLE coming their
               way. They quickly go through a door to hide.

               INT. PALACE, DRESSING ROOM - CONTINUOUS

               Qui-Gon and the others hide in a room as a big fat slug-like
               alien passes through the hallway on a hover-sled. 

               It is JABBA THE HUTT 

               Several other ALIENS, including a few other HUTTS, and
               GUARDS, accompany him. 
               Qui-Gon peeks through the crack of the door. Jabba and his
               entourage move out of view.

                                   PADME
                         Are we going to hide and mind trick
                         our way through this place? We're
                         bound to run into more of them.

                                   QUI-GON
                         It's more crowded than I thought.
                         We could use a better disguise,
                         dress as guards perhaps. 

               Anakin looks around the room. Clothes hang on racks. It's
               some kind of dressing room.

                                   ANAKIN
                         I've got a better idea. Take off
                         your clothes.

               INT. PALACE, CORRIDORS

               Qui-Gon, Padm�, Sab�, Anakin, and Artoo walk through a
               corridor in the palace.

               Qui-Gon, Padm� and Sab� now wear the revealing outfits of
               slave dancing girls. 

               Anakin is still in his own clothes and walks behind the
               ladies at a slower pace, a bundle in his arms (with the
               original clothes), and his eyes almost bulging out of their
               sockets. He appears to be recovering from a shock. 
               They pass several GUARDS and the men look at the scantily
               clad ladies while making remarks.
               Qui-Gon has her lightsaber hidden underneath her skirt. Her
               outfit seems to fit. She even manages to look classy. 
               Sab�'s skimpy metal bikini outfit seems to have been made for
               her. She looks like every fanboy's wet dream. 
               Padm� continues to re-adjust her outfit, that was clearly
               made for someone with six breasts.

                                   PADME
                         It's too wide. I'm four short.

                                   QUI-GON
                         Do not lament over that which you
                         cannot attain, celebrate that which
                         you are blessed with.

                                   PADME
                         I'm not blessed with much to begin
                         with.

                                   SABE
                         Give it a few more years, little
                         sister.

                                   PADME
                         Are you okay, Anakin? You haven't
                         said a word.

                                   ANAKIN
                         Uh-huh.

                                   SABE
                         Too bad we couldn't find a costume
                         for you. Just pretend you're
                         helping us.

                                   PADME
                         With what? Getting dressed?

                                   SABE
                         He seemed to have an eye for it. 

               INT. PALACE, ENTRANCE TO TRANSMITTER CONTROL ROOM

               Qui-Gon and the rest arrive outside the transmitter control
               room. One alien GUARD (not of the same species as before)
               stands outside the room. 

               Qui-Gon starts toward the guard, but Sab� holds her back.

                                   SABE
                         I think I'm best qualified to do
                         the mind-job this time.

                                   QUI-GON
                         Well, you've practiced on Obi-Wan. 

               Sab� ignores this remark and approaches the guard.

                                   SABE
                         Hello. You guys are doing such a
                         good job, that Jabba send us to
                         thank you...in a special way...

               The guard RESPONDS in an ALIEN LANGUAGE.

                                   SABE (CONT'D)
                         Ha, ha. Now let's get inside, and
                         get this party started.

               The guard again SAYS something ALIEN.

                                   SABE (CONT'D)
                         Yeah...I don't understand, but I'm
                         sure you understand body language.
                         So just open the door and let us
                         in, alright? 

               The guard SHOUTS something ALIEN.

                                   SABE (CONT'D)
                         Oh, whatever! 

               She SWINGS her leg to kick the guard in the face -

                                   SABE (CONT'D)
                         Hay - 

               - but the guard CATCHES her leg, THROWS her down and PULLS
               his gun.

                                   SABE (CONT'D)
                         - Yaa! 

               In a lightning-fast move, Qui-Gon JUMPS, IGNITES her
               lightsaber, and CUTS down the guard.

                                   ANAKIN
                         Wow!

                                   QUI-GON
                         Stand back.

               Qui-Gon opens the door and goes inside. Some SHOUTS, and the
               sound of a lightsaber swinging, then -

                                   QUI-GON (CONT'D)
                         It's clear. 

               Padm� helps Sab� up.

                                   PADME
                         You don't have much luck with men.

                                   ANAKIN
                         That was not a man.

                                   SABE
                         What?! 

               Anakin, Padm�, Sab� and Artoo go in.

               INT. CONTROL ROOM - CONTINUOUS

               All kinds of equipment are humming. A DEAD OPERATOR, and A
               SMOLDERING DROID lie on the floor.

                                   PADME
                         Artoo. 

               Artoo beeps, and plugs into a console. Info starts flashing
               on a screen. Qui-Gon works some consoles. Anakin steps over a
               dead body and sits down in front of a console.

                                   ANAKIN
                         As soon as Artoo has hacked into
                         the system and deactivated the
                         security grid, we can leave.

                                   SABE
                         Hurry Artoo. Obi-Wan and Jango must
                         be almost done with the fighters.

               Artoo bleeps, and several displays light up, indicating a new
               situation.

                                   QUI-GON
                         That's it.

                                   ANAKIN
                         That's fast!

                                   PADME
                         Artoo, you've deserved an oil bath.

               Artoo is pleased. 

                                   SABE
                         I could use a bath myself, so let's
                         get out of here.

               They start to leave.

               INT. PALACE, FIGHTER HANGAR - NIGHT

               TWO ALIENS are unconscious on the floor in the fighter hangar
               near the palace. Several rather outdated T-WING FIGHTERS are
               parked inside the hangar.

               Obi-Wan finishes cutting a vital part of a fighter with his
               lightsaber, and switches the weapon off. Jango stands guard
               nearby.

                                   OBI-WAN
                         That's the last one.

               They start to leave, as AN ALIEN comes in through a door.
               Jango hides his gun behind his back.

               The alien ASKS SOMETHING in Huttees.
               Jango RESPONDS in Huttees.
               Then the alien notices the two men on the floor. He looks
               back at Jango - who SHOOTS him.

                                   OBI-WAN (CONT'D)
                         Go!

               The two men run to the exit. As they reach it, Obi-Wan
               quickly TWISTS AROUND and activates his saber - just in time
               to DEFLECT a laser bolt fired by one of the alarmed GUARDS.

               EXT. JABBA'S PALACE, LANDING AREA - NIGHT

               Jango and Obi-Wan reach the landing area behind the palace,
               where the Trade Federation Transport is parked. Also present
               is a sleek luxurious craft.

               As the two men run outside, more alerted ALIENS arrive. The
               two take cover, and a fire fight follows.

               As the fight continues, several of the aliens at the palace
               are shot, and cut down.

               Qui-Gon and the others arrive, and join the fight. The kids
               pick up the weapons from the aliens that are down.

                                   QUI-GON
                         Move!

               Qui-Gon provides cover by deflecting bolts. Anakin, Padm�,
               Sab�, and Artoo join Jango behind some obstacles.

                                   PADME
                         This wasn't supposed to happen!

               AN ALIEN comes up near Anakin. The boy SHOOTS the alien.
               Anakin looks at the guard he shot. Jango sees this.

                                   JANGO 
                         First time you pasted someone? 

               Anakin nods.

                                   JANGO (CONT'D)
                         Don't worry, you'll get used to it. 

               Obi-Wan takes care of several bad guys. They could make it to
               the ship now.

                                   OBI-WAN
                         Go for it!

               The others get up and start toward the transport, when a loud
               thundering noise marks the arrival of another ship.

               The sound of heavy weapons - and the Federation Transport is
               PERFORATED by blasts, coming from the SITH INFILTRATOR.

               The transport is taken out as parts of it EXPLODE - throwing
               the group down.

               Obi-Wan looks up and spots FOUR PROBE-ASSAULT DROIDS
               descending from the Sith Infiltrator. 

               The droids come baring down upon them.

               Jango starts shooting at them. 

                                   JANGO
                         To that other ship!

               The girls, Artoo and Anakin rush to the Hutt's vessel. 

               The droids open fire, attacking the heroes with SONIC-RAYS -
               knocking them down.

               Jango BLASTS one droid, but is then KNOCKED OUT by a ray,
               together with Padm�.

               Anakin shoots at another droid, but only damages it.
               Sab� takes cover. 

               One droid attacks Obi-Wan, but comes too close and is
               destroyed by the lightsaber wielding Jedi.

               Further away, Qui-Gon senses something - TWO of JABBA's MEN
               run to her, but one is KNOCKED DOWN by a speederbike, with
               Darth Keel on it.

               The other gunslinger is SLASHED by Keel as she passes him.

               Qui-Gon readies herself, as the bike flies over her, and Keel
               JUMPS off her speeder bike. Before she has hit the ground,
               the Sith has swung a death blow with her lightsaber that is
               barely blocked by Qui-Gon.

               The two galactic warriors, Sith and Jedi, are BASHING each
               other with incredible BLOWS. 

               They move in a continual cloud of dust, SMASHING everything
               around them. 
               This is a fierce fight. 
               Qui-Gon struggles to fend off the relentless onslaught.
               Obi-Wan continues to ward off the droids and destroys another
               one, but is KNOCKED DOWN by a final blast. 
               Sab� meanwhile is running for her life as the remaining droid
               is on her tail. 
               The droid fires a sonic-ray and the queen is KNOCKED DOWN.
               She tumbles to the ground. 
               She picks herself up, but it's too late. 
               The droid looms over her and extends a metal robotic CABLE. 
               The cable WRAPS around Sab�'s body. 
               The mechanical menace picks the poor girl from the ground,
               and flies up with her.

                                   SABE
                         Help!!! 

               The droid takes the screaming girl into the hovering Sith
               Infiltrator. 
               Padm� recovers just in time to see her sister being abducted.

                                   PADME
                         Sab�! 

               Jango has recovered and starts blasting at the ship, but the
               shots are too weak to do any damage. 

               The ship continues to hang over the docking bay.

               Qui-Gon and Darth Keel continue their saber fight. Qui-Gon is
               having trouble blocking the furious blows.

               Further away, Obi-Wan shakes his groggy head. He looks
               around. 
               Sab� is gone. 
               He looks in Qui-Gon's direction, gets up, and runs towards
               the fighting women.

               The fight has taken the women to the edge of a rocky ridge. 

                                   OBI-WAN
                         Yaaah!

               Darth Keel is slightly distracted as Obi-Wan comes running
               and yelling. 

               Qui-Gon takes advantage and SWINGS her saber. 

               Both warriors lose their balance and FALL of the ridge. 
               While falling, the two continue to exchange saber blows - in
               mid-air.
               They land on the rocky side of the ridge some ten meters
               down. Darth Keel then rolls further down in a cloud of stones
               and dust for another five meters until she hits the ground. 
               Qui-Gon is still on the side of the ridge. 
               She gets up and leaps down, landing behind Darth Keel, who
               recovers from her fall. 
               Qui-Gon forces Keel back down with several forceful blows
               with her saber. Keel barely manages to block the attack.
               Obi-Wan reaches the top of the ridge and watches the two
               warriors. He prepares to jump. 
               The Sith falls back on her knees; Qui-Gon is behind her. 
               Qui-Gon is about to deliver the final blow - 
               - from the underside of Keel's saber-hilt ANOTHER RED BLADE
               suddenly shoots out - PIERCING Qui-Gon's stomach.

                                   OBI-WAN (CONT'D)
                         Noooooooo!!!! 

               Darth Keel retracts the blade out of Qui-Gon, who slumps
               down. 

               Darth Keel looks up at Obi-Wan, who JUMPS. 

               Darth Keel presses a control on her wrist-device. 
               She runs away while Obi-Wan lands close Qui-Gon. 
               Obi-Wan starts to run after Keel, but he hears a sound. 
               He DIVES down just as Keel's speeder bike soars over him.
               Darth Keel jumps on her bike and races away, as the Sith
               Infiltrator comes flying over the ridge with a thundering
               noise. 
               The ship catches up with the evil woman, ramp extended. 
               On her bike Keel quickly enters the ship, which then blasts
               off into the sky. 
               Obi-Wan rushes over to Qui-Gon, who is dying.

                                   OBI-WAN (CONT'D)
                         Qui-Gon!

                                   QUI-GON
                         It is too late... It's...

                                   OBI-WAN
                         No!

                                   QUI-GON
                         Obi-Wan...you were right
                         about...the boy.... train him...

               Qui-Gon DIES in Obi-Wan's arms.

               MORE ALIEN BAD GUYS approach, with Jabba himself behind them
               at a safe distance. They open fire.

               The blasts hit near Obi-Wan.

               Then the sleek, silver Hutt ship comes soaring over the hill,
               and hovers close to the ground.

               Sab� stands in the entrance - the ramp lowered beneath her.

                                   SABE
                         Obi-Wan! Jump!

               As laserblasts hit the ship, Obi-Wan lets go of Qui-Gon, and
               JUMPS onto the ramp of the ship.

               The stolen vessel TAKES OFF into the sky.

               Jabba and his remaining men watch the ship go, then look at
               Qui-Gon's lifeless body.

               Jabba moves closer - 

               Suddenly Qui-Gon's body DISAPPEARS, leaving only her clothes
               and saber behind.

               Jabba and his men move back, shocked.

               EXT. SPACE, TATOOINE

               The sleek ship blasts away from Tatooine.

               INT. JABBA'S SHIP, COCKPIT

               Jango is at the controls, with Padm� beside him. Anakin, Obi
               Wan, and Sab� behind them.

                                   PADME
                         Faster!

               Jango looks at a display - where a FLASHING and BEEPING
               SYMBOL indicates the position of Keel's ship.

               Then the blip disappears from the screen.

                                   JANGO
                         Too late. They've entered
                         hyperspace.

               Padm� looks out of the cockpit window into space.

                                   PADME
                         Sab�...

                                                       DISSOLVE TO:

               EXT. SPACE, NABOO, FEDERATION STATION
               The SITH INFILTRATOR thunders through space.

               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
                         Sio 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
                         monarch 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

               The sleek ship, stolen from Jabba the Hutt, soars through the
               endless infinity of space.

               INT. JABBA'S SHIP, PASSENGER HOLD

               Obi-Wan and Padm� stand before a large display.

               On the screen is the Supreme Chancellor's office on
               Coruscant, capital of the Republic.
               Present in the office are SUPREME CHANCELLOR PALPATINE; the
               famous JEDI MASTER YODA; JEDI MASTER MACE WINDU; JEDI KNIGHT
               KI ADI MUNDI; MAS AMEDDA, the Vice Chairman of the Galactic
               Senate; SENATOR SIO from Naboo; and SENATOR BAIL ORGANA from
               Alderaan. 
               Behind them, through a large window, a glimpse can be caught
               of the city-planet's skyline.

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

                                   MACE WINDU
                             (on screen)
                         A Sith?!

                                   KI-ADI MUNDI
                             (on screen)
                         Impossible! The Sith were defeated
                         centuries ago.

                                   YODA
                             (on screen)
                         Hmm, the Dark Side is difficult to
                         see. Perhaps they had hidden their
                         presence.

                                   PALPATINE
                             (on screen)
                         And this...'Sith'... has abducted
                         Queen Amidala. This is a disturbing
                         turn of events. Lady Naberrie, I
                         assure you we will get to the
                         bottom of this.

                                   PADME
                         Thank you, Chancellor Palpatine.
                         I'm afraid the Trade Federation
                         will force my sister to sign a
                         treaty, that will make Naboo leave
                         the Republic.

                                   SENATOR SIO
                             (on screen)
                         This calls for a special session of
                         the Galactic Senate.

                                   BAIL ORGANA
                             (on screen)
                         I concur with my colleague from
                         Naboo. However, the Trade
                         Federation has many allies. They
                         can slow down an investigation with
                         endless procedures. 

                                   PADME
                         We don't have time. We must do
                         something quickly!

               Palpatine sighs.

                                   PALPATINE
                             (on screen)
                         When I was elected, I promised to
                         reform the Republic, to fight
                         corruption, and uphold the laws.
                         Unfortunately, these things take
                         time. I'm afraid the Federation
                         will use its influence to rally
                         support in the Senate.

                                   MACE WINDU
                             (on screen)
                         Nevertheless, we should go to Naboo
                         and assess the situation. 

                                   OBI-WAN
                         Masters, we are much closer to
                         Naboo. I suggest we go there at
                         once. I will report then.

                                   BAIL ORGANA
                             (on screen)
                         With Lady Naberrie? That's too
                         dangerous! She should come here,
                         where it's safe.

                                   PADME
                         Thank you for your concern, senator
                         Organa, but I cannot sit still
                         while my sister is held captive.

                                   PALPATINE
                             (on screen)
                         Senator Organa is right. What if
                         you are captured yourself once you
                         arrive at Naboo?

                                   PADME
                         I know of a safe place.

                                   YODA
                             (on screen)
                         Obi-Wan, go to Naboo, but don't get
                         involved in a conflict. Observe the
                         situation, then report back.

                                   MACE WINDU
                             (on screen)
                         We will contact Master Dooku. He is
                         stationed closest to the Naboo
                         region.
                         Rendezvous with him, so he can help
                         you. We'll send you the coordinates
                         as quickly as possible.

                                   OBI-WAN
                         Thank you, Master Windu.

                                   YODA
                             (on screen)
                         Do not underestimate the Dark Side,
                         Obi-Wan! If the queen's attacker is
                         a Sith, wait for us to help.

                                   OBI-WAN
                         Yes, Master Yoda.

                                   YODA
                             (on screen)
                         May the Force be with you.

               Obi-Wan bows slightly. The transmission ends.

                                   PADME
                         My sister has been kidnapped, and
                         they want to discuss it in a
                         committee! Unbelievable!

                                   OBI-WAN
                         The Republic is not what it once
                         was...

               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 chanting and shouting. 
               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. SPACE, GAS PLANET

               The Hutt vessel flies near a blue gas planet.

               INT. JABBA'S SHIP. COCKPIT

               The heroes are in the cockpit.

                                   JANGO
                         These are the coordinates. Now
                         where's your Jedi?

                                   OBI-WAN
                         He should be here shortly.

               A display start beeping. A blip appears on the screen.

                                   ANAKIN
                         There.

                                   OBI-WAN
                         Take us closer.

                                   JANGO
                         That's an odd configuration. Looks
                         like a -

               More data appears on a screen.

                                   JANGO (CONT'D)
                         Federation Fighter Launcher!

                                   OBI-WAN
                         Evasive action!

                                   PADME
                         How did they know we're here?

                                   OBI-WAN
                         I guess our transmission wasn't as
                         secure as we thought. Now hang on!

               As Jango turns the ship, it is HIT by laser blasts.

               EXT. SPACE, GAS PLANET

               A TRADE FEDERATION FIGHTER LAUNCHER pursues the Hutt ship.

               The Launcher is a sleek vessel, with a bridge-section, and
               several cannons. At the underside, EIGHT Z-95 Fighters are
               attached to the hull of the larger ship.

               The eight fighters DETACH from the ship, and soar towards the
               heroes' vessel.

               All enemy ships OPEN FIRE.

               The Hutt ship is HIT, and twists and turns to avoid the
               blasts.

               The smaller fighters come closer and closer, while the
               Launcher ship lags behind.

               INT. JABBA'S SHIP, COCKPIT

               Everybody holds on to something as the ship is shaken by the
               blasts.

                                   JANGO
                         Activate countermeasures!

               Obi-Wan works several controls.

               EXT. JABBA'S SHIP - SPACE

               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 four 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.

               Four fighters remain, as the Hutt starship enters the blue
               outer layers of the gas planet's atmosphere.

               INT. JABBA'S SHIP. COCKPIT

                                   JANGO
                         This might shake them off.

               EXT. SPACE, GAS PLANET

               The ship flies through the upper atmosphere, pushing aside
               blueish gas.

               The fighters fire from above. 

               As the laser-pulses react with the volatile atmosphere below,
               large explosion spread out below the Hutt ship.

               Then the ship itself is hit by the blasts.

               INT. JABBA'S SHIP. COCKPIT

               Sparks fly in the cockpit.

                                   OBI-WAN
                         Shield's gone!

                                   PADME
                         Artoo, see what you can do!

               Artoo plugs into a console and gets to work.

               Another direct hit rocks the ship. A blinding flash
               temporarily obscures the view through the cockpit window.

                                   ANAKIN
                         They've hit the missile launchers!

               Jango steers the vessel back up, out of the atmosphere.

               As the view clears, the crew suddenly sees ANOTHER FIGHTER
               zooming straight at them.

               Padm� involuntarily ducks.
               But the fighter - not a Z-95, but an R-41 STARCHASER, flies
               over the Hutt ship.

               EXT. SPACE, GAS PLANET

               The R-41 fighter flies over the Hutt vessel and FIRES at the
               pursuing Z-95 Federation fighters.

               One fighter is hit and blows up.

               The other fighters break up, but the R-41 goes after one of
               those, and after a few well aimed shots the Z-95 is blown to
               bits.

               Another enemy fighter comes up behind the R-41, while the
               last one goes after the Hutt ship.

               The R-41 manages to hit the fighter that went after the
               larger ship - the fighter plummets down into the atmosphere
               of the planet, where it blows up in a blinding flash.

               The Z-95 behind the R-41 manages to hit the other fighter,
               but then a MISSILE shoots out from the underside of the R-41,
               and turns back to the enemy fighter - destroying it.

               Meanwhile the Federation Launcher ship has come closer - and
               fires at both the Hutt ship and the R-41 fighter.

               The R-41 flies to the enemy vessel, and fires another
               MISSILE.

               The missile hits its target, but it's not enough to cripple
               the ship.
               The enemy ship FIRES again at the R-41, and HITS it - a wing
               is TORN OFF by the blast.

               Despite being crippled, the fighter flies straight at the
               enemy ship, miraculously avoiding the laser bolts.

               Only moments before the fighter CRASHES into the bridge of
               the ship, its COCKPIT-SECTION SEPARATES from it and shoots
               up.

               With its bridge destroyed by the kamikaze action, the
               Federation Launcher ship tumbles away out of control.

               The Hutt vessel flies toward the ejected cockpit module of
               the R-41 Starchaser.

               INT. JABBA'S SHIP, COCKPIT

               Obi-Wan directs Jango to the floating cockpit module.

                                   OBI-WAN
                         There. Slowly.

                                   ANAKIN
                         Who is that?!

               EXT. JABBA'S SHIP - SPACE

               The Hutt ship moves slowly over the floating cockpit module.

               Several cables come down from the ship, and the magnetic ends
               of the cables grab hold of the module. 
               The cockpit module is then slowly pulled into the open cargo
               hold of the larger ship. 

               INT. JABBA'S SHIP, CARGO HOLD

               The battered cockpit module lies in the cargo hold of the
               ship. The hatches of the larger ship are closed. Clouds of
               oxygen fill the room with breathable air.

               The cockpit canopy opens, and a figure in a space suit climbs
               out.

               Obi-Wan and Anakin rush into the cargo hold.

               The mysterious pilot takes off his helmet, revealing a man
               well into his sixties, or even seventies - possibly even
               beyond. It is difficult to say, because he looks very fit for
               his age. His grey hair, and short beard suggest dignity, and
               his chiselled face suggest wisdom.

               This is JEDI MASTER DOOKU.

                                   OBI-WAN
                         Are you alright?

                                   DOOKU
                         I'm fine, my young Jedi friend, but
                         I'm afraid my piloting skills are
                         no longer what they used to be.

                                   ANAKIN
                         Are you a Jedi too?

               Dooku looks at the curious teenager, and senses this special
               thing about him. He looks back at Obi-Wan.

                                   OBI-WAN
                         Anakin Skywalker, meet Jedi Master
                         Dooku.

               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. 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. Prime Minister
               Hoak, and several FEDERATION OFFICIALS. Sab� sits at the
               other end. TWO GUARDS stand behind her. Darth Keel enters the
               room.

                                   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
                         GUILDS 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 toward 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. JABBA'S SHIP, PASSENGER HOLD

               Obi-Wan, Dooku, Padm�, Jango, and Artoo sit in the passenger
               hold of the stolen ship. Padm� and Jango are looking at a map
               on a screen. Artoo is connected to the console. Anakin stands
               in the room, blindfolded, holding Obi-Wan's activated
               lightsaber. A small spherical 'remote' hovers around the boy.

                                   OBI-WAN
                         Good. Let go of your thoughts.

               The remote fires a weak energy ray at Anakin, and hits him in
               the side.

                                   ANAKIN
                         Ouch!

               Jango laughs.

                                   ANAKIN (CONT'D)
                         This is ridiculous.

                                   OBI-WAN
                         Relax, and continue. Feel the
                         Force, feel the presence of the
                         remote...

               The remote hovers around Anakin, dodging the boy's crude
               swings with the saber.

               Padm� gets up to activate another display.

               Obi-Wan looks at Anakin, who appears to be focusing on
               something far away.

               The remote fires - and the boy successfully deflects the ray -
               straight at Padm�'s bottom.

                                   PADME
                         Auw!

               Anakin takes his blindfold of. Jango is once again amused.

                                   OBI-WAN
                         That was very good, Anakin.

               Padm� rubs her behind.

                                   PADME
                             (annoyed)
                         Yeah, very good.

               Obi-Wan walks over to Anakin. 

                                   OBI-WAN
                         That's enough for now.

               He takes his lightsaber back from Anakin.

               All this time, Dooku has been quietly looking on. Now he gets
               up and walks to the cockpit.

                                   ANAKIN
                         You know, it's like I could see it.

                                   OBI-WAN
                         That's good. Now rest a bit.

               Obi-Wan follows Dooku into the cockpit.

                                   JANGO
                         You could see her bum?

                                   PADME
                         Oh, very funny, Jango.

               INT. JABBA'S SHIP, COCKPIT

               Obi-Wan finds Dooku in the cockpit, staring out into the
               mesmerizing alternate reality of hyperspace.

                                   DOOKU
                         The boy has great potential, but he
                         will not pass the Council's tests,
                         Obi-Wan. 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!

               A buzzer sounds, and a warning lights up on the cockpit
               controls.

                                   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.

               The others enter the cockpit.

                                   JANGO
                         We're approaching Naboo.

               Jango and Obi-Wan take a seat at the controls of the ship.
               Anakin, Padm� and Dooku sit down behind them. 

                                   JANGO (CONT'D)
                         If that Federation blockade is
                         still in place we may get into
                         trouble fast. This isn't the
                         fastest of ships.

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

                                   ANAKIN
                         Isn't that dangerous?

               Artoo bleeps a worried bleep. 

                                   OBI-WAN
                         The Force will guide me.

               Jango shakes his head.

               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 entire view through the cockpit
               windows.

               EXT. SPACE, NABOO

               The Hutt starship blasts straight into the atmosphere of
               Naboo.

               EXT. NABOO, ATMOSPHERE - DAY

               The starship dives down fast in the Naboo sky, red hot from
               the friction with the atmosphere, a smoke trail behind it.

               INT. JABBA'S SHIP. COCKPIT

               The ship shakes violently. Everybody holds on to their seats.

               Jango tries to pull the protesting ship upright.

               An alarm whines.

               Finally Jango manages pulls the ship up, and it skims over
               the tree tops of a giant forest. 

               EXT. NABOO, SKY OVER FOREST - DAY

               The ship soars over the tree tops, and heads straight to a
               mountain range.

               INT. JABBA'S SHIP, COCKPIT

               The crew sees the mountains looming closer, while Jango still
               tries to fully control the ship.

                                   PADME
                         Watch out!

                                   ANAKIN
                         Slow down!

                                   JANGO
                         Hang on!

               Jango forces the ship on its side as it approaches the
               mountains.

               EXT. NABOO, SKY OVER FOREST - DAY

               The ship makes it through a gap between two mountains.

               INT. JABBA'S SHIP, COCKPIT

               Jango has regained full control of the ship. The others sigh
               in relief.

               EXT. NABOO, SKY OVER FOREST, FOLLOWING RIVER - DAY

               The ship flies low 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. JABBA'S SHIP, 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 - LATE 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. 
               The group begins to walk to the main palace building.

                                   DARTH KEEL
                         What about the reports of a ship
                         that broke through?

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

                                   DARTH KEEL
                         Find it.

               INT. ROYAL PALACE, MAIN ENTRANCE - LATE DAY

               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
                         Lock her up. She's been through a
                         lot recently. She should rest.
                         After all, her condition is
                         terminal...

                                   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, Anakin, Jango, and Artoo make their
               way through the strange, almost magical forest. Obi-Wan and
               Dooku walk some distance behind the others.

                                   OBI-WAN
                         A mercenary. We don't need his
                         kind.

                                   DOOKU
                         He appears to have his own code of
                         honour. I don't believe he'll
                         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.

                                   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? 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. They catch up with the others.

                                   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.

                                   JANGO
                         Sounds big.

               Artoo whimpers.

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

                                   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.

                                   JANGO
                         It's at times like this I wish I
                         had a jetpack.

               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. Jango,
               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
                         will 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
                         will not distract the young ones
                         from their chores.

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

               INT. ANCIENT SITH CAVERN - EVENING

               The males 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. 
               Jango sits on the floor, looking around.
               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.

               Gaias�, 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 this. I
                         wonder, 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 motions to Obi-Wan to be silent.

                                   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's 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.

               Jango laughs.

                                   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.

                                   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
                         Kenobi. 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. 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.
               Jango joins them. He seems to be in a good mood.

                                   JANGO
                         What's going on?

                                   OBI-WAN
                         Scanning for trouble. 

               A group of young witches, including the Gate Keeptress,
               passes them. The young women look at Obi-Wan and Jango,
               whisper, and giggle.

                                   OBI-WAN (CONT'D)
                         The sooner we leave this mad place
                         the better.

               Jango watches the young ladies walk.

                                   JANGO
                         I'm in no hurry to leave. 

                                   OBI-WAN
                             (to Anakin)
                         Go see what's taking Master Dooku
                         this long.

               Anakin walks to the cave.

               INT. ANCIENT SITH CAVERN

               Anakin enters the dimly lit cave, where he finds Dooku
               sitting on the floor, eyes closed, meditating.
               Anakin is afraid to say anything. 
               Both eyes still closed, Dooku speaks.

                                   DOOKU
                         Why do you want to become a Jedi,
                         young Skywalker?

                                   ANAKIN
                         I...guess...I always wanted that. 

                                   DOOKU
                         Why?

                                   ANAKIN
                         To...do good. Do the right thing.
                         Help people.

                                   DOOKU
                         You don't need to be a Jedi for
                         that.

                                   ANAKIN
                         But I can learn to use the Force.

                                   DOOKU
                         Why?

               Anakin feels uncomfortable.

                                   ANAKIN
                         So...I can use that. The power of
                         the Force.

                                   DOOKU
                         Why do you seek that power, Anakin?

                                   ANAKIN
                         What I said, so I can use it, to be
                         a Jedi, and help people.

                                   DOOKU
                         Mastering the power of the Force
                         comes with great responsibility. It
                         requires the utmost dedication,
                         clear self-knowledge, complete
                         certainty...and great restraint.

                                   ANAKIN
                         I understand.

               Dooku finally opens his eyes, and looks at the young man.

                                   DOOKU
                         Do you? I'm not even sure I do.

               Anakin is clueless.

                                   ANAKIN
                         I...

                                   DOOKU 
                         Are you afraid?

                                   ANAKIN
                         For what?

                                   DOOKU
                         To give up everything to become a
                         Jedi.

                                   ANAKIN
                         I don't have anything.

                                   DOOKU
                         Really? Then why do I sense such
                         fear in you? Afraid to lose the
                         ones you care for?

               Anakin becomes annoyed.

                                   ANAKIN
                         What does that have to do with it?

                                   DOOKU
                         Everything! Fear...starts the path
                         to the Dark Side. Fear...leads to
                         anger. Anger...leads to hatred.
                         Hatred...leads to suffering.

               Dooku gets up.

                                   DOOKU (CONT'D)
                         I sense much fear in you.

                                   ANAKIN
                         I'm not afraid.

               Dooku walks to the exit.

                                   DOOKU
                         We shall see.

               Dooku leaves a disturbed Anakin behind in the ancient cavern
               of evil.

               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. Apart from the heroes various
               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. 
               Supplies and weapons lay about.

               The Gate Keeptress walks with Padm� to a group of Naboo
               warriors 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 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 straight into 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 starships.

                                   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.

                                   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 frown.

                                   PADME (CONT'D)
                         I'm sure we will win.

                                   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. 

               There's something underneath the surface... 
               Then suddenly an AIWA comes SHOOTING out of the water!
               Followed by another, and another.
               TEN AIWAS fly out of the water and in to the sky. 
               They stay close to the surface as they fly toward 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. 
               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.

               A dark hole is the entrance to a tunnel.

                                   PADME
                         This tunnel leads to inside 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...

               EXT. NABOO ROYAL PALACE - DAY

               The palace is well guarded by TROOPS and TANKS.
               A figure sits in one of the sleek palace towers.

               INT. ROYAL PALACE, TOWER

               Darth Keel sits on the floor of the tower, eyes closed,
               meditating.
               Suddenly she opens her eyes, and she gets up and leaves.

               INT. ROYAL PALACE, THRONE ROOM - DAY

               Nute Gunray, Rune Haaku, and Prime Minister Hoak are in the
               throne room when Keel comes in. The clone control unit stands
               nearby. Several OFFICERS are at other control stations.
               Everybody looks up as the dark lady enters.

                                   DARTH KEEL
                         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 and parked ships
               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 SQUAD of CLONE SOLDIERS runs through a hallway, as
               explosions shake the palace grounds.
               A large painting of queen Sab� - wearing a traditional skimpy
               Naboo Witch outfit - hangs on a wall in one of the palace
               hallways. 
               Suddenly that part of the wall slides open, Obi-Wan peeks
               around the corner, and steps into the hallway. The commando
               team with Padm� and the rest follows, exiting the hidden
               passageway, and sneaks into the palace.

               Jango looks around the hallway, which is lined with
               tapestries, paintings, and statues, some baring the queen's
               image. As they close the secret door, he looks at the
               painting with the barely dressed Sab� on it.

                                   JANGO
                         The queen has impressive assets.

               Obi-Wan is annoyed.
               They move on.

               INT. NABOO ROYAL PALACE, ANOTHER HALLWAY - DAY

               Two clone soldiers guard another hallway, that leads to a
               closed door.
               One stands beside the door, the other patrols the hallway.
               The patrolling guard walks past an intersection with another
               hallway.
               Suddenly the guard's head is CUT OFF by a lightsaber -
               swinging from around the corner.
               The other clone near the door rushes forward and raises his
               weapon, as Dooku and Obi-Wan enter the hallway.

               Dooku extends his hand - and the blaster is FORCE-PULLED out
               of the clone's hands. Dooku makes a 'push' movement with his
               hand - and the clone is SMACKED against a wall, unconscious.
               Jango unlocks the door and opens it.

               INT. ROYAL PALACE, BEDROOM - DAY

               Jango walks into the room.

                                   SABE
                         Hayaa!

               CRASH!

               Jango falls down, as an expensive vase is shattered on his
               head!
               Sab� stands beside the door, and has delivered the painful
               blow to the intruder.

               Obi-Wan comes in.

                                   OBI-WAN
                         Sab�!

                                   SABE
                         Obi-Wan!

               Sab� embraces the Jedi and plants a powerful kiss on his
               lips. Obi-Wan struggles free, and catches his breath.

               Jango, still on the floor, moans. Sab� kneels down at Jango's
               side. The mercenary gets up slowly, holding his head.
               Thankfully, his helmet protected him from serious damage.

                                   JANGO
                             (moaning)
                         I kind of expected a different
                         reward.

               Sab� helps him up.

                                   SABE
                         I never promised anything.

               As he's helped up, Jango finds himself close to some of the
               queen's impressive assets.

                                   JANGO
                         No, I definitely remember something
                         about fertile hills.

               Sab� smiles.

                                   SABE
                         Thanks for busting me out.

               Obi-Wan is annoyed.

                                   OBI-WAN
                         Are you two coming, or what?

               Padm� pushes Obi-Wan aside, and runs to her sister.

                                   PADME
                         Sab�!

               The girls embrace.

                                   DOOKU
                         Let's move 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. Angered, she shoots the
               clone soldier.

               Jango BLASTS the clones with his powerful weapons, including
               a SHOCK GUN. The soldiers are BLOWN away.
               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.
               Soon, 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 
                         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!

               Jango and the remaining two security officers move forward,
               and while the others take cover the three shatter the window
               and start shooting at the shuttle with their 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. 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 after 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 toward 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 KEEL
                         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 toward the hull of the
               massive ship. 
               Jango, the two officers, the three witches, 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 is preparing for battle,
               getting 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 - still scorched from Qui-Gon's earlier
               handiwork - 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 two Naboo officers 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 and the other two witches also shoot at
               soldiers, and deflect blasts with their shields.
                
               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! 

               One Naboo warrior 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 Jango's grenades covers the area in
               SMOKE.

                                   JANGO
                         Let's go! 

               While the others provide cover, Jango, the remaining Naboo
               warrior, 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.
               The Naboo resistance fighter 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, and the witches start moving and
               fight their way to a door, while the others provide cover
               from above. One of the witches is killed while trying to make
               it to the door.
               The rest all quickly exit the area.

               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, SUB CONTROL ROOM

               The group enters an area where terminals and machines stand
               humming. 
               Several large doors lead to the generators and other control
               rooms. 

                                   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.

               Padm� points to two heavy doors.

                                   PADME
                         That way to the bridge!

                                   SABE
                         It's in there?

                                   PADME
                         Yes, and then a little further.

               They move forward when suddenly a FEW SOLDIERS come running
               in through a passageway at the other side of the room. 
               They open fire. 
               One of the brave witches is hit by several blasts and falls
               down. Only the Gate Keeptress remains, besides the group of
               familiar heroes.
               While the Jedi deflect bolts, the others return fire.

                                   PADME (CONT'D)
                         We have to get to those doors! 

               Dooku concentrates, and with the power of the Force several
               heavy crates are lifted up from the floor, and thrown upon
               the clones.

                                   SABE
                         Let's go!

               The group approaches the doors.

                                   PADME
                         This way. 

               They approach the doors - suddenly, the doors 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 them
               - 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 raise 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, CONTROL ROOM

               The group has arrived in a control room. Padm� closes the
               door behind her.
               Control panels make up the front of the area. A battery of
               humming generators line the back. ONE DEAD CONTROLLER lies on
               the floor. 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.
               The Gate Keeptress 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. 
               The Gate Keeptress and Jango shoot at them - hitting their
               shields. 
               The droids return fire and KILL the last brave amazonian
               warrior babe. 
               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 that 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
               toward 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. 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 toward 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 will be more
                         cooperative.

               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, Lord 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)
                         Bah!

                                   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 toward
               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 (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.

               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. 
               Dozens of CLONE SOLDIERS lie 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 toward 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 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 senator Sio, 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, Chancellor Palpatine.

                                   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 and the other dignitaries 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. 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
                         impressed them, 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.
               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. 
               A tower is dimly illuminated.

               INT. ROYAL PALACE, TOWER - NIGHT

               The gloomy tower chamber is lit only by torches, casting
               shadows on 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 great danger
                         in the training of this new
                         Skywalker.

                                   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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