Parallel Universe Star Wars, Old Episode 4: THE IMPENDING DOOM
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               FADE IN:

               EXT. SPACE
               TITLE CARD:

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

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

               STAR WARS

               EPISODE IV

               THE IMPENDING DOOM

               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 into 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 think 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. 
               Explosions rock the ship.

               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 - CONTINUOUS

               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 in the astromech socket. Artoo's dome-shaped head
               pops up 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 into
                         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 around 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.

               INT. REPUBLIC TRANSPORT, COCKPIT

               In the cockpit, a HOODED FIGURE joins the CAPTAIN and the
               COPILOT. The figure's face is hidden by the hood, but the
               voice is female. This is JEDI MASTER QUI-GON JINN.

                                   QUI-GON
                         Captain, tell them we wish to board
                         at once.

                                   CAPTAIN
                         Yes, ma'am.

               The captain pushes a button. On a screen in front of her, the
               lizard-like face of the Neimodian RUNE HAAKU appears. He is
               second in command of the Trade Federation.

                                   CAPTAIN (CONT'D)
                         With all due respect, the
                         ambassadors to the Supreme
                         Chancellor wish to board at once.

                                   RUNE HAAKU
                             (on screen)
                         Yes, yes, of course. The Republic
                         Ambassadors are more than welcome.

               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 - MOMENTS LATER

               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
                         Chancellor's 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 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 Valorum 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. She will know how
                         to deal with them. I will keep them
                         busy. Come Threepio.

               Threepio follows Nute off the bridge.

               INT. FEDERATION STATION, CONFERENCE ROOM - MOMENTS LATER

               Nute Gunray and See-Threepio enter the conference room. Qui
               Gon and Obi-Wan bow slightly as a form of greeting.

                                   NUTE GUNRAY
                         Ah, welcome ambassadors. I am Nute
                         Gunray, President of the Trade
                         Federation.

                                   QUI-GON
                         Master Qui-Gon Jinn, and this is
                         Jedi Knight Obi-Wan Kenobi.

                                   NUTE GUNRAY
                         Please, be seated.

               The two Jedi sit down at one side of a large table, the
               President takes a seat at the other side. Threepio stands
               somewhat behind Nute.

                                   NUTE GUNRAY (CONT'D)
                         I must say I am honored that
                         Supreme Chancellor Valorum has send
                         two Jedi Knights on his behalf.

                                   QUI-GON
                         The honor is ours, President
                         Gunray.

               Qui-Gon smiles.

                                   NUTE GUNRAY
                         Despite this honor I am somewhat
                         puzzled as to what you hope to
                         accomplish here, as keepers of
                         peace and justice. The Federation's
                         presence here is a sign of peace
                         and prosperity. 

               Qui-Gon keeps her smile, but raises an eyebrow.

                                   QUI-GON
                         Including the battle ships?

                                   NUTE GUNRAY
                         Come now, ambassador. These weapon
                         systems are perfectly legal means
                         to protect ourselves against
                         pirates and other dangers. Out here
                         we don't have the safety the inner
                         systems enjoy.

                                   OBI-WAN
                         Yet in orbit of Naboo they could be
                         regarded as an attempt to force the
                         Naboo to leave the Republic and
                         evade the trade regulations.

                                   NUTE GUNRAY
                         Ah, now we are getting to the
                         hearth of the matter! The taxation
                         of trade routes by the Galactic
                         Senate was a mistake of epic
                         proportions. Many smaller star
                         systems will never see the benefits
                         of this draconic measure. Can you
                         blame them for having enough of the
                         Republic and its bureaucracy?

                                   OBI-WAN
                         The people of those systems will
                         decide for themselves what they
                         want. The Trade Federation has no
                         business dictating what's good for
                         them. 

               Nute Gunray is taken aback by the Jedi's straight
               forwardness. Qui-Gon looks disapprovingly at Obi-Wan. He's
               gone too far. Nute laughs.

                                   NUTE GUNRAY
                         I like you, young knight. You waste
                         no breath and tell it like it is. I
                         assure you, it is very much our
                         business informing the people what
                         is best for them. The Trade
                         Federation has existed for many
                         centuries. We know what we are
                         talking about. It's a shame the
                         Senate and the Chancellor ignored
                         our experience.

                                   QUI-GON
                         Nevertheless, the people of Naboo
                         will have to decide for themselves
                         which path to take. I hope we are
                         clear on that.

               Qui-Gon's smile has faded.

                                   NUTE GUNRAY
                         Of course. The prime minister of
                         Naboo has assured us that his
                         government will carefully consider
                         the issue. I'm sure he wishes to
                         see you as well. In fact, he's on
                         his way here right now.

               Qui-Gon and Obi-Wan are surprised.

                                   NUTE GUNRAY (CONT'D)
                         If you'll excuse me for a moment, I
                         will see to his arrival. 

               The President stands up and bows slightly, a smile on his
               face. The two Jedi rise as Nute turns to leave. Threepio
               follows him out. The Jedi sit down again.

                                   OBI-WAN
                         Slippery guy.

                                   QUI-GON
                         A strong willed individual. We must
                         be cautious - as always.

                                   OBI-WAN
                         You haven't mentioned 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

               Nute Gunray returns to the bridge of the station and joins
               Rune Haaku.

                                   RUNE HAAKU
                         I have established contact. Do the
                         Jedi suspect anything?

                                   NUTE GUNRAY
                         There's nothing they can do.

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

                                   DARTH KEEL (O.S.)
                         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.

                                   DARTH KEEL
                             (on screen)
                         It is unfortunate that the Supreme
                         Chancellor has brought in the Jedi.
                         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, CONFERENCE ROOM

               Qui-Gon and Obi-Wan are still in the conference room.
               Threepio comes in and offers them drinks from a tray. They
               decline.

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

                                   QUI-GON
                         No. I sense an unusual amount of
                         fear.

                                   OBI-WAN
                         Good. We may be getting somewhere.

                                   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 brutality and force,
                         my reckless friend. Patience won't
                         kill you, you know.

               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 - CONTINUOUS

               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 in the blazes 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. 
               Suddenly, they hear a whining sound. Obi-Wan turns around.
               TWO SENTRY DROIDS fly towards them.

                                   OBI-WAN
                         Sentries!

               Qui-Gon 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 laserblasts hit the wall. 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, 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 we 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 we 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. 
               Qui-Gon suddenly stops at a door. She CUTS it open with her
               saber.

                                   JANGO
                         An elevator shaft. Planning to fly?

               Qui-Gon peeks down. An elevator cart hangs two levels below
               them.

                                   QUI-GON
                         Use the service ladders on the
                         side. Then we'll take the elevator
                         to the hangars.

                                   SABE
                         Why not just press that button and
                         let it come here? It's much easier.

               Sab� reaches for the elevator control. Obi-Wan stops her.

                                   OBI-WAN
                         Because then they'll know we took
                         the elevator.

               Qui-Gon jumps into the elevator shaft and lands two levels
               down on top of the elevator cart. 
               Jango then enters the elevator shaft and starts to descend
               using the tiny ladder on the inside of the shaft.

               INT. FEDERATION STATION, ELEVATOR

               The door of the elevator from the inside. 
               The display above the door shows that the elevator moves down
               and sideways through the elevator tubes in the massive ship.
               The elevator comes to a stop. 
               The door slides open - to reveal of squad of CLONE SOLDIERS.
               The soldiers FIRE their weapons, BLASTING everything inside
               the elevator. 
               The smoke clears. 
               The soldiers look. 
               Empty.

               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) standing 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 towards
               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 towards 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. 
               Qui-Gon enters and the hatch closes. 
               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's. 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
                         Yet 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
                         inform the Jedi Council and Supreme
                         Chancellor Valorum of what
                         happened.

                                   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 in 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. We don't know where it is, but
               we wouldn't like to be there.

               Darth Keel turns off a terminal and looks up.

                                   DARTH KEEL
                         If the queen's ship was damaged,
                         she could not have gotten far. I
                         shall 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's 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 a man who takes control, a
                         man of action. You're very brave. 

               Obi-Wan starts to feel a bit uncomfortable, but 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. She 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 the two 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 Gardulla's mining operation
                         on Katann. They've got slaves
                         there.

                                   JANGO
                         That's not more than a few
                         planetoids. If she's sold there, we
                         should find her.

                                   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)
                         Just 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 break up a fight between two 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. SPACE, KATANN

               The KATANN SYSTEM consists of several planetoids circling a
               large gas giant. 
               It's a breathtaking sight. 
               We zoom in on the biggest of the planetoids: KATANN 3

               EXT. KATANN 3, MINING TOWN, STREETS - DAY

               Katann 3 is a black and brown rock planet, with huge mining
               operations at the side of mountains. 
               Foundries to process the raw material; spaceports for various
               spacecraft; etc. 
               People, slaves, droids and vehicles all over the place.

               EXT. KATANN 3, SLAVE MARKET - DAY

               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.

               A man in his 40's and a teenage boy stand next to the
               salesman. 
               They are CLIEGG and OWEN LARS. They look scared. 
               TRICOROUS, an alien slave master with eight arms, is bidding
               on the slaves.

                                   TRICOROUS
                             (In Huttees, subtitled)
                         One hundred and eighty thousand
                         Dactaries - for the boy only. 

               Father and son exchange anxious looks.

                                   SALESMAN
                         Any more offers? Come on people, ya
                         can't be heartless and separate a
                         father and son. Besides, I don't
                         wanna keep the old guy!

               Some laughter from the crowd.

                                   SALESMAN (CONT'D)
                         Alright, four hundred and fifty
                         thousand Dactaries for both. That's
                         almost two for the price of one!

                                   GUY IN CROWD
                         Yeah, if you don't know what one
                         costs!

               More laughter. Watto laughs too. 
               Shmi doesn't like the show at all. She looks at the two
               slaves with pity. She turns to Watto.

                                   SHMI
                             (In Huttees, subtitled)
                         What about those two?

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

               The alien slave master speaks again.

                                   TRICOROUS
                             (In Huttees, subtitled)
                         Three hundred thousand Dactaries
                         for both, or you can keep them.

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

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

                                   CLIEGG
                         Bastards! We're not slaves! They
                         attacked our 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? Yep!
               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 will 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 unit!

               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, KATANN SYSTEM, KATANN 1

               The TF transport flies towards a small planetoid, KATANN 1. 
               Several other spacecraft also fly around. 
               The ship flies towards a station with hangars on the
               atmosphere-free planetoid.

               INT. KATANN 1, DOCKING STATION

               The TF transport is parked in a large hangar. Other craft
               stand nearby. All kinds of people, slaves and droids go about
               their business. 
               Obi-Wan and Jango are talking with someone a little further
               away. 
               Closer to the transport, Sab� and Qui-Gon look on.

                                   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.

               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.

               She walks away. 
               Obi-Wan and Jango walk back to Qui-Gon.

                                   JANGO
                         Those pirates have indeed sold
                         slaves here.

                                   OBI-WAN
                         And there was a girl with an
                         astromech unit among them. She's
                         probably on the main planetoid.

                                   QUI-GON
                         Excellent.

               Sab� has heard it and rushes back, straight to Obi-Wan.

                                   SABE
                         I knew it! You found her!

               She embraces Obi-Wan and holds him tight, eyeing Qui-Gon, who
               sighs.

               EXT. KATANN 3, SLAVE HOVELS - EVENING

               The slave 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 slave hovels. 
               It's cramped. A main room with a table, and 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
                         ...I've been a slave longer than I
                         care to remember. Anakin was born
                         into slavery.

               Some sopping sounds come from the bathroom.

                                   PADME (O.S.)
                         His father?

                                   SHMI
                         He...was killed when I was taken. 

               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
                         you?

                                   SHMI
                         Watto is okay for a master. I've
                         had much 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
                         We 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. 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 read 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 doors' 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 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.

               EXT. KATANN 3, MINING TOWN, 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 bleeping
               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. KATANN 3, 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

               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 eyes the new girl.

                                   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 bank.

                                   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 twenty
                         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 are ya, 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. KATANN 3, 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 you 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. KATANN 3, SLAVE HOVELS - DAY

               Shmi walks across the street carrying some droid parts. She
               turns a corner and BUMPS into a man.

                                   SHMI
                         Oh! 

               She looks up at...Cliegg Lars.

                                   CLIEGG
                         Sorry. I'm terribly sorry. Here,
                         let me pick that up for you.

                                   SHMI
                         No, it's alright. I wasn't looking. 

               Cliegg picks up some parts and looks at the pretty woman -
               who stares at him. Shmi blushes.

                                   SHMI (CONT'D)
                         You're the man who was sold to
                         Tricorous the other day. With the
                         boy.

                                   CLIEGG
                         Yeah. Cliegg Lars. The boy is my
                         son Owen.

                                   SHMI
                         Shmi Skywalker.

                                   CLIEGG
                         We're slaves alright. You're a
                         slave too? 

               Shmi nods.

                                   SHMI
                         Didn't you say your ship was
                         attacked?

                                   CLIEGG
                         We were on our way to Tatooine,
                         when the freighter was taken over
                         by pirates. And now we're stuck
                         here. It's unreal.

                                   SHMI
                         Welcome to the club.

                                   OWEN (O.S.)
                         Dad?! 

               Shmi and Cliegg turn to see Owen walking toward them.

                                   OWEN (CONT'D)
                         Dad, Tricorous wants us to pick up
                         some new power converters at the
                         freighter docks.

                                   CLIEGG
                         Don't work too hard, son. I'm not
                         planning to stay long.

                                   SHMI
                         I hear that a lot lately.

                                   OWEN
                         Will we ever get to see our new
                         home on Tatooine?

                                   CLIEGG
                         You better believe it. That's our
                         future, son. Now go ahead.

               Owen walks away.

                                   SHMI
                         Nice boy.

                                   CLIEGG
                         I don't want his future destroyed.
                         Well, I guess I should be on my way
                         now. 

               He hands Shmi the parts, but he doesn't leave. An uneasy
               moment.

                                   SHMI
                         Yes. I guess I'll see you around.
                         Maybe you can tell me about your
                         home.

                                   CLIEGG
                         I'd rather just show you.

               He doesn't wait for a reply. He nods briefly and walks away.
               Shmi watches him go, a smile on her face.

               EXT. KATANN 3, STREETS - EVENING

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

                                   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 bows, 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 an explosive
                         transmitter inside me. 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 slave 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're a Jedi? 

               Obi-Wan nods and observes the overjoyed teenager.

               INT. SKYWALKER HOVEL, MAIN ROOM - EVENING

               Anakin and the rest enter.

                                   ANAKIN
                         Mom!

               Shmi comes in from the kitchen and is surprised to see the
               newcomers.

                                   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! 

               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. KATANN 3, SLAVE HOVELS - NIGHT

               Night has fallen over this side of Katann 3. 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.

                                   ANAKIN
                         I've always dreamt about being a
                         Jedi Knight. I can't believe I
                         finally met one. So how are you
                         going to free us?

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

                                   PADME
                         You can't leave them behind. They
                         need our help. All the slaves here
                         do. You're a Jedi Knight. 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, Anakin. It's simply not
                         possible to free all the slaves.

                                   SABE
                         So how are we going to free Padm�
                         then?

                                   OBI-WAN
                         We've got nothing to trade. The
                         only way to free her is to somehow
                         deactivate the transmitter inside
                         her.

                                   PADME
                         The only way to do that without
                         blowing me up is to deactivate the
                         main transmitter control - and
                         that's well guarded.

                                   ANAKIN
                         It's on Katann Two, where GARDULLA
                         THE ABOMINABLE lives.

                                   SABE
                         There's got to be an easier way.

                                   SHMI
                         There isn't. You wouldn't be the
                         first to try, and fail.

                                   OBI-WAN
                         Tell me all you know about this
                         transmitter system.

                                   ANAKIN
                         I know a lot about it! Take it out,
                         and all the slaves would be free,
                         not just Padm�. It could work! Mom,
                         tell them it could work, you know
                         it could!

                                   SHMI
                         Ani...it's impossible.

                                   ANAKIN
                         Maybe not for a Jedi. 

               He looks at Obi-Wan, filled with hope.

               EXT. SKYWALKER HOVEL, PORCH - NIGHT

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

               He 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.

               INT. TF TRANSPORT, PASSENGER HOLD - EARLY MORNING

               Obi-Wan, Qui-Gon, Sab�, and Jango are in the TF transport.

                                   QUI-GON
                         No. It will never work and we don't
                         have time for this.
                         Come up with something better, Obi
                         Wan. You're getting carried away.

                                   OBI-WAN
                         It's the only way, and the best
                         way...for everybody.

                                   JANGO
                         Except for us, because it's gonna
                         get us killed.

                                   SABE
                         Come on, what kind of warriors are
                         you? Jango, if you want more money,
                         you've got it! Jedi, I expected
                         more from you. If you won't help,
                         then...then...to hell with you all!
                         I'll just do something myself!

               Sab� grabs a blaster and storms out of the transport.

                                   OBI-WAN
                         Sab�, wait! 

               Obi-Wan runs after her.

                                   JANGO
                         On the other hand, it might just
                         work.

                                   QUI-GON
                         Just...

               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.

                                   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. If he were free,
                         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.

                                   ANAKIN
                         Later today I've got a shipment of
                         parts to Katann Two.
                         It's the best chance you've got of
                         getting there unseen!

                                   OBI-WAN
                         Good, we'll make sure we're ready.

                                   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. Should there
                         be something wrong? 

               She turns around and walks away to the porch. 
               Obi-Wan just doesn't understand. He gets up and follows her.

               EXT. SKYWALKER HOVEL, PORCH - MOMENTS LATER

               Obi-Wan finds Sab� sitting on the porch, sobbing.

                                   OBI-WAN
                         Sab�? What's going on?

                                   SABE
                             (sobbing)
                         It's over. Forget about it all.
                         It's over!

                                   OBI-WAN
                         What is?

                                   SABE
                             (sobbing)
                         Just go back to her! She's waiting
                         for you.

                                   OBI-WAN
                         Wha - Shmi? Sab�, there's nothing
                         between Shmi and me.

                                   SABE
                             (sobbing, angry)
                         Just like there's nothing between
                         you and me. I get it, so just
                         forget about it. Forget I ever
                         existed. Everybody else will. 

               Obi-Wan sits down next to her.

                                   OBI-WAN
                         What are you talking about?

                                   SABE
                         I've tried to be strong, but I
                         can't. I just can't take it
                         anymore, Obi-Wan. I'm a queen. My
                         people counted on me, and I failed
                         them. Now they're lost, at the
                         mercy of murderers; everybody from
                         my ship is killed; we are nowhere;
                         my sister has a bomb in her rib
                         cage; and by tomorrow we'll
                         probably be all dead. 

               Obi-Wan is at a loss of words.

                                   SABE (CONT'D)
                             (laughing through her
                              tears)
                         Can't screw things up much worse,
                         can I? My mother must be spinning
                         in her grave.

                                   OBI-WAN
                         We will make things right, Sab�, I
                         promise. We will not give up.
                         Never. 

               They look in each other's eyes, and Sab� starts crying
               uncontrollably. Obi-Wan holds her and she buries herself in
               his arms.

               INT. SKYWALKER HOVEL, WORK AREA - MORNING

               Shmi and Anakin are at work with C-3PO. R2-D2 is there too.
               Shmi unplugs the droid from the equipment.

                                   SHMI
                         That should do it. 

               Anakin holds a memory disc.

                                   ANAKIN
                         I hope Obi-Wan 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. SPACE, KATANN

               The Sith Infiltrator enters the Katann system, and heads
               towards the planetoid cluster.

               INT. SITH INFILTRATOR, COCKPIT

               Darth Keel is in the pilots seat. She looks at the cluster of
               planets and moons. She pilots the ship to them.

               EXT. KATANN 3, MINING TOWN - DAY

               The town is bustling with activity.

               INT. SKYWALKER HOVEL, MAIN ROOM - DAY

               Anakin stands in the middle of the room, blindfolded, with a
               stick in his hands. Obi-Wan is seated at the table. 
               He holds a small hand-held viewing screen. In rapid
               succession, images flash across the screen.

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

               Obi-Wan turns the screen off.

                                   OBI-WAN
                         Very good.

                                   ANAKIN
                         Why do I have to hold this stick?
                         And why the blindfold? I can't see
                         on the screen anyway. I feel
                         stupid, somebody could walk in and - 

               Obi-Wan suddenly throws a small stone at Anakin. It HITS the
               young teenager.

                                   ANAKIN (CONT'D)
                         Wha - hey!

               Anakin takes off the blindfold.

                                   ANAKIN (CONT'D)
                         What are you doing?

                                   OBI-WAN
                         Concentrate. Put the blindfold back
                         on. Put it on.

               Anakin hesitates, but puts the blindfold back on. He takes a
               defensive stance, stick ready.

                                   OBI-WAN (CONT'D)
                         Let go of your thoughts. Empty your
                         mind. 

               Qui-Gon Jinn walks in and is surprised to see Obi-Wan and
               Anakin like this. 
               Obi-Wan again throws a small rock. This time Anakin
               successfully deflects it with the stick.

                                   QUI-GON
                         Well done, Anakin. 

               Anakin takes the blindfold off.

                                   QUI-GON (CONT'D)
                         Now you'd better get to Watto and
                         get the carrier ready. You don't
                         want to be late.

                                   ANAKIN
                         Okay. Just make sure you're on time
                         too.

                                   QUI-GON
                         We will. 

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

                                   ANAKIN
                         You know, it's almost as if I could
                         see the rock, just like those
                         things on the screen.

                                   OBI-WAN
                         That's very good, Anakin. Now be on
                         your way. 

               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 freeing him...and
                         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. The Council will not agree
                         with his training.

                                   OBI-WAN
                         Students older than Anakin have
                         been trained.

                                   QUI-GON
                         In recent times? No, Obi-Wan. You
                         must accept, and 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.

               EXT. SKYWALKER HOVEL, DOOR - DAY

               Just outside the door, Anakin has been secretly listening in
               on the conversation between the two Jedi Knights. He turns
               away, sad and disappointed.

               EXT. SPACE, KATANN PLANETOIDS

               The cargo/ore carrier zooms through space, past an asteroid
               planetoid. 
               The ship consists of a cargo and cockpit module and two large
               engines in front of it, connected to the module by pipes and
               cables.

               INT. CARRIER, COCKPIT

               Anakin is at the controls. Padm� sits behind him. R2-D2 is
               present.

                                   ANAKIN
                         I'm an excellent pilot! Everybody
                         says so. This one time, I flew
                         straight over that asteroid through
                         a canyon at top speed! Watto was
                         angry, but I didn't make a scratch!
                         Want me to show you? 

               Anakin starts steering the craft towards the asteroid. Padm�
               stops him.

                                   PADME
                         No thanks, not today.

                                   ANAKIN
                         Yeah, yeah, you're right. We must
                         keep a low profile, so nobody gets
                         suspicious. 

               Artoo bleeps.

               INT. WATTO'S SHOP, BACK ROOM - EVENING

               Shmi is working in Watto's kitchen, preparing diner for
               Watto, who sits at a table.

                                   WATTO
                             (In Huttees, subtitled)
                         Ya look nervous Shmi. What's going
                         on?

                                   SHMI
                             (In Huttees, subtitled)
                         Nothing. I just don't like it when
                         he has to fly on his own. You know
                         that.

                                   WATTO
                             (In Huttees, subtitled)
                         What are ya worried about? The kid
                         is a good pilot. Besides, he's not
                         alone.

                                   SHMI
                         I know. 

               She puts a plate of food on a table.

                                   WATTO
                         Good, good, you can go home.

               Shmi leaves.

               EXT. KATANN 3, MINING TOWN, STREETS - EVENING

               Shmi walks across the streets.

               INT. TF TRANSPORT DOCKING BAY - MOMENTS LATER

               Shmi enters the docking bay where the TF transport is parked.

               INT. TF TRANSPORT, COCKPIT - MOMENTS LATER

               Shmi enters the cockpit of the transport where she finds
               Cliegg and Owen Lars and C-3PO.

                                   SHMI
                         I'm glad you're helping me, Cliegg.

                                   CLIEGG
                         Anything to get our freedom back. 

               Shmi points at a transmitter.

                                   SHMI
                         Anything?

                                   OWEN
                         Nothing yet. I hope this
                         transmitter is working. It's got a
                         lousy range.

                                   CLIEGG
                             (not convinced himself)
                         It'll work.

               EXT. KATANN 3, PLAIN - 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 THREE TOWNS. 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 - one to each of the
               towns. 
               Keel watches the droids fly to their targets.

               EXT. KATANN 2, LANDING AREA - NIGHT

               The ground of the planetoid is covered in a blue haze. Light
               from the gas giant and its moons is reflected by the mist and
               casts Katann 2 in a strange blue light. 
               Buildings and landing platforms are built on rocks and
               mountains that extend above the eternal mist. 
               The palace of the slavers is located on a mountain not far
               from the landing area. 
               The carrier transport lands on a landing area where other
               transports and ships are parked.

               INT. CARRIER, COCKPIT, KATANN 2 - NIGHT

               The carrier transport has landed. 
               Anakin shuts down the systems, 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, and
                         my mother.

                                   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. KATANN 2, LANDING AREA - NIGHT

               SLAVES and DROIDS hurry about, tending to cargo. 
               Anakin, Padm�, and Artoo stand beside the carrier as a crane
               removes several containers from the cargo module. The
               containers are placed amidst others with a large "thud".
               Padm� and Anakin wince. 
               The working crew moves away to attend to other work. 
               Anakin, Padm�, and Artoo wait till everybody is gone and walk
               over to the containers. 
               Anakin opens one. Obi-Wan, Qui-Gon, Sab� and Jango stumble
               out.

                                   JANGO
                         Next time I ride in the front! 

               Anakin points at the palace.

                                   ANAKIN
                         That's where the slavers who run
                         this place live. Gardulla the
                         Abominable sure likes her luxury.
                         And that - 

               Anakin points at a big transmitter dish with antennae on top
               of a mountain.

                                   ANAKIN (CONT'D)
                         - is the transmitter we need to
                         take out.

                                   PADME
                         Looks dangerous.

                                   JANGO
                         And I take it that - 

               Jango points at a huge cannon on another mountain top not far
               from the palace.

                                   JANGO (CONT'D)
                         - is the gun we need to blow up the
                         transmitter with.

                                   ANAKIN
                         That's right. First get in the
                         palace and de-activate the slave
                         explosives, then blow up the
                         transmitter so they can't change it
                         back.

                                   OBI-WAN
                         And the ensuing slave-revolt should
                         do the rest.

                                   JANGO
                         If they revolt. 

               Qui-Gon checks a com-link.

                                   QUI-GON
                         As soon as we've done it, we'll
                         contact Shmi and the rest. They'll
                         get things started.

                                   ANAKIN
                         You can count on my mom! She's not
                         afraid! She -

                                   OBI-WAN
                         - will be fine. Now let's start
                         moving.

               EXT. KATANN 2, CANNON BASE - NIGHT

               Obi-Wan and Jango sneak along a ridge to the entrance that
               leads to the big cannon. 
               An elevator leads up to the weapon located on the top of the
               mountain. 
               One GUARD stands near the elevator. 
               Beneath them, the blue mist stretches out.

                                   JANGO
                         Anti-Orbital gun. Used against
                         attacks from space. Should be more
                         than enough firepower to blow up
                         that transmitter.

                                   OBI-WAN
                         Wait here. I'll handle this. 

               Obi-Wan sneaks away.

                                   JANGO
                         Jedi show-off. 

               Beneath Jango, in the blue mist, something appears to be
               moving. 
               Obi-Wan runs to the guard and switches on his lightsaber.
               Before the guard can react, he is CUT down.

                                   OBI-WAN
                         Okay, let's go! 

               Nothing, Jango doesn't appear around the corner.

                                   OBI-WAN (CONT'D)
                         Jango! Come on! What the - 

               Angered, Obi-Wan runs back around the corner of the ridge - 
               and stops dead in his tracks. 
               Jango lies on the ground, unconscious. A HUGE ALIEN hovers
               over him. 
               Obi-Wan raises his saber, but he senses something and quickly
               twists around. 
               A circular stun-ray HITS him - fired by a SECOND ALIEN.
               Obi-Wan falls back, as his lightsaber has only deflected part
               of the blast. 
               Both aliens open fire with their stun rays, and Obi-Wan
               slumps down.

               EXT. KATANN 2, PALACE, ENTRANCE - NIGHT

               Qui-Gon, Anakin, Padm�, Sab�, and Artoo approach a side
               entrance to the palace. 
               Several fighters fly away from a nearby hangar.

                                   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, of
               the same species as the aliens that captured the boys.

                                   QUI-GON
                         I'll handle this. 

               They approach the guard.

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

                                   QUI-GON
                         We are here to fix the transmitter.
                         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 GROUP of people coming. 
               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 yellow lizard
               like alien passes through the hallway on a hover-sled. 
               It is GARDULLA THE ABOMINABLE. 
               Several other ALIENS, including a few HUTTS, and GUARDS
               accompany her. 
               Qui-Gon peeks through the crack of the door. Gardulla and her
               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, his eyes almost bulging out of their
               sockets. He seems to be recovering from a shock. 
               They pass several GUARDS and the men look at the skimpily
               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 a perfect dancing girl. 
               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. 

               They walk to the entrance of the transmitter control room.

               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 towards the guard, but Sab� holds her back.

                                   SABE
                         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 Gardulla sends 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. 
               We hear some SHOUTS, and the sound of a lightsaber swinging,
               then -

                                   QUI-GON (CONT'D)
                         Okay, 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. TRANSMITTER CONTROL ROOM - CONTINUOUS

               All kinds of equipment are humming. 
               TWO DEAD OPERATORS lie on the floor.

                                   PADME
                         Artoo. 

               Artoo beeps, and plugs into a console. 
               Info starts flashing on a screen. 
               Qui-Gon works some consoles. 
               Images start to come up on another screen.

                                   QUI-GON
                         Security feeds.

                                   PADME
                         No unpleasant surprises for us
                         then. 

               Anakin steps over a dead body and sits down in front of a
               console.

                                   ANAKIN
                         We have to switch to the de
                         activation code, and transmit it
                         system-wide.

                                   SABE
                         Hurry! Obi-Wan and Jango must be at
                         the gun by now.

                                   QUI-GON
                         No, they're not. 

               Qui-Gon points at a screen. 
               On it, we see Obi-Wan and Jango being led handcuffed into a
               large open area by guards.

                                   PADME
                         Okay, there's an unpleasant
                         surprise.

                                   SABE
                         We've got to help them!

                                   QUI-GON
                         De-activate the transmitter, then
                         get out. I'll handle this.

                                   ANAKIN
                         You're going alone? But -

                                   QUI-GON
                         Just do as I say. Don't stay here
                         any longer than you have to.
                         Understood?

                                   SABE
                         Understood. Don't worry.

                                   ANAKIN
                         Be careful. 

               Qui-Gon smiles.

                                   QUI-GON
                         I will. 

               Qui-Gon leaves.

               INT. PALACE, PIT AREA

               Obi-Wan and Jango are brought before the Katann rulers: the
               giant yellow lizard Gardulla the Abominable, and her fellow
               SLAVERS. 
               Several other SLAVERS and PIRATES are also present, as well
               as numerous GUARDS. Several MERCENARIES and BOUNTY HUNTERS
               make up the deadly audience. 
               In the middle of the room is a large pit, with a heavy door
               on one side.

               Gardulla says something in HUTTEES.

                                   OBI-WAN
                         This is a misunderstanding. Release
                         us, and we'll forget about it. 

               The aliens laugh.
               Once again Gardulla SPEAKS.

                                   JANGO
                         I'm sure we can arrange something.
                         What if I told you...that he's a
                         Jedi? 

               Obi-Wan's eyes shoot fire. The aliens laugh.

                                   GARDULLA
                         Jedi! Harharhar! 

               One of the huge guards presents Obi-Wan's lightsaber to
               Gardulla.
               Gardulla inspects the weapon and looks at Obi-Wan. She ASKS
               him something in HUTTEES.

                                   OBI-WAN
                         If I was a Jedi, you'd all be dead
                         by now. 

               Gardulla thinks this over, then GIVES AN ORDER to her men.
               Two guards grab Jango and one of them takes off his
               handcuffs.

                                   JANGO
                             (uncertain)
                         Thanks. 

               Then the guards push him to the edge of the pit.

                                   JANGO (CONT'D)
                         Hey! Not me. Take him!

                                   OBI-WAN
                         I think I might enjoy this. 

               The guards PUSH Jango into the pit. 
               He DROPS to the bottom. 
               The heavy door starts to open. 
               The aliens cheer. 
               Jango recovers from his fall and is nervous. 
               Obi-Wan watches with some concern. 
               While the door is still going up, he hears GROWLING. 
               Then a BEAST enters through the opening. 
               It's a bull-like animal with three horns, the REEK.
                
               The beast spots Jango and slowly approaches him. 
               Jango looks for a way out and staggers back. 
               The door behind the Reek closes. 
               The Reek eyes Jango for a moment, howls, and prepares to
               charge. 
               Jango prepares for the worst. 
               The Reek howls and RUNS towards Jango, who JUMPS aside just
               in time to avoid the beasts horns. 
               The aliens cheers them on. 
               The Reek turns, but Jango JUMPS ON TOP of the animal and
               takes it by its horns! 
               The beast BUCKS wildly. 
               The aliens love it. 
               Soon the rodeo is over as the Reek TOSSES Jango of its back
               and turns and prepares for another attack. 
               Jango RUNS with the Reek in pursuit. 
               There's nowhere to go. 
               Jango reaches the door and JUMPS out of the way as the Reek
               CHARGES. 
               The Reek HITS its head against the door, and howls in pain
               and anger. 
               Jango runs back and looks at Obi-Wan, who watches the
               spectacle from above - held by two guards.

                                   JANGO
                         I could use some help!

                                   OBI-WAN
                         You seem to be doing just fine.

                                   JANGO
                         Come on! 

               The Reek runs towards Jango who is backed into a corner. 
               Jango tries to jump to the side, but is HIT by the bull's
               horns and FALLS down. 
               The Reek runs over him, almost trampling him.

                                   JANGO (CONT'D)
                         Aah!

                                   QUI-GON (O.S.)
                         Enough! 

               Jango comes to and looks up. 
               Everybody looks at the direction of Qui-Gon's voice. 
               The guards at the door twist around. 
               The slave-girl dressed Jedi Knight activates her lightsaber
               and CLEAVES the guards in half. 
               The aliens react and pull their weapons. 
               Gardulla ORDERS her men to fire. 
               Laserblasts hit Qui-Gon's saber and are deflected back,
               killing several guards. 
               The leaders take cover while the other aliens move with more
               caution. 
               Obi-Wan concentrates. 
               Suddenly a blaster FLIES from the belt of one of the guards
               and into the pit.

                                   GUARD
                         Hey! 

               In the pit, the Reek turns and charges again.
               Jango DIVES for the blaster, GRABS it, KNEELS, AIMS and
               SHOOTS the poor animal between the eyes as it charges. 
               The Reek collapses, dead. 
               Above, Obi-Wan concentrates and his handcuffs SNAP open.
               He quickly GRABS his guards and THROWS them to the floor with
               his Jedi strength. 
               Obi-Wan FORCE-PULLS his lightsaber from Gardulla's sled into
               his hand and starts fighting the aliens. 
               Qui-Gon moves closer and cuts down several bad guys. 
               Obi-Wan JUMPS towards Gardulla and SWINGS his saber at her -
               and the blade HITS a FORCE-FIELD. Obi-Wan backs away. 
               Gardulla and the other slavers CURSE and move away on their
               hover-sleds, protected by the shield.

               INT. PALACE, TRANSMITTER CONTROL ROOM

               Artoo and Anakin are still at work in the control room. 
               The girls watch the fight on the screen.

               Artoo whistles. On the console, lights start flashing, and
               info starts appearing on screens. Artoo disconnects from the
               console.

                                   ANAKIN
                         Done! The explosives are
                         deactivated and the signal is sent
                         system wide!

                                   PADME
                         They can't blow us up?

                                   ANAKIN
                         We're free!

                                   SABE
                         If we get out of here alive. Let's
                         go.

                                   ANAKIN
                         Wait! We have to contact my mom!

                                   SABE
                         Well then get on with it! 

               Anakin moves to another terminal and starts adjusting
               controls. Padm� hands him a small com-link. Anakin plugs it
               into the console. 
               The com-link crackles.

                                   ANAKIN
                         Mom? Mom, come in. 

               Padm� punches him.

                                   ANAKIN (CONT'D)
                         Uh, I mean Gundark calling nest,
                         Gundark calling nest. Come in nest.

                                   SABE
                         Which harfnagger came up with that?

                                   PADME
                         What's wrong with it? 

               The com-link crackles.

                                   CLIEGG (V.O.)
                         Gundark, this is nest. Go ahead. 

               Aha!

                                   ANAKIN
                         This is Gundark. The Mynocks are
                         away. Repeat: the Mynocks are away! 

               Sab� looks at Padm�, and shakes her head in disbelief.

                                   CLIEGG (V.O.)
                         Mynocks are away. Copy that and
                         out.

                                   SHMI (V.O.)
                         Ani, are you okay?

                                   ANAKIN
                         Ah, mom! 

               Sab� reaches for the controls and switches the com-link off.

                                   SABE
                         Pathetic! And you want to be a Jedi
                         Knight? Let's get out of...hang on!
                         The transmitter array hasn't been
                         destroyed yet!

                                   ANAKIN
                         They can change it all back, and
                         blow up the slaves!

                                   PADME
                         Us!

                                   ANAKIN
                         But we've already given the word!

                                   PADME
                         Move it! 

               They get out of the control room. Padm� turns back and starts
               blasting the controls.

                                   ANAKIN
                         That won't do any good. They've got
                         back-ups. That's why we have to
                         destroy the main transmitter array.
                         Somehow.

                                   PADME
                         This may slow them down. Now let's
                         find a way to blow that sucker! 

               They run away.

               INT. PALACE, PIT AREA

               Obi-Wan and Qui-Gon take care of the last of the guards.
               Others have fled away. 
               The doors to the area are closing. 
               Qui-Gon tries to open them, but they're locked from the
               outside.

                                   OBI-WAN
                         We're trapped! 

               Qui-Gon moves to a console and inspects the controls.

                                   JANGO (O.S.)
                         Hey! What about me? 

               Obi-Wan looks down in the pit. Jango stands there, blaster in
               hand, next to the dead Reek.

                                   OBI-WAN
                         Can you open that door down there?

                                   JANGO
                         If I could, I wouldn't be standing
                         here. 

               Suddenly, the big door in the pit starts to slide open. 
               Qui-Gon stands at the console, finger on a button. 
               She smiles, then runs to the edge of the pit and jumps in. 
               She lands with grace, and runs to the open doorway.

                                   QUI-GON
                         Gentlemen. 

               Jango runs after her. 
               Obi-Wan jumps in the pit and follows them.

               INT. PALACE, BEAST DWELLINGS

               An open area with some bones in it, leading to a gloomy
               corridor. The three warriors proceed with caution.

               INT. PALACE, AUDIENCE CHAMBER

               Anakin, Padm�, Sab�, and Artoo enter a large luxurious
               audience chamber. 
               A throne is set up in the room, with a grate in front of it.
               The place is empty.

                                   ANAKIN
                         I think we took a wrong turn.

                                   PADME
                         Which way to go? 

               They look around the room. There are several exits. 
               Sab� walks to one exit covered by a curtain.

                                   SABE
                         Maybe this way. 

               She pushes the curtain aside - and stands face to torso with
               ONE OF THE HUGE ALIEN GUARDS. 
               She looks up and stares in the hideous face. 
               She stands frozen. 
               The alien growls. 
               Padm� raises her blaster, but before she can shoot, the alien
               picks Sab� up, and HURLS her across the room.

                                   SABE (CONT'D)
                         Waah! 

               Sab� CRASHES on top of Padm�, and both girls FALL on the
               floor. Padm� DROPS her blaster. 
               Anakin tries to grab a chandelier to use as a weapon, but the
               thing is too heavy. 
               The guard approaches him, picks up the chandelier with one
               hand and BATS Anakin away.

                                   ANAKIN
                         Ow! 

               Anakin lands on the grate in front of the throne. 
               R2-D2 rolls for cover. 
               The huge guard moves to the two girls, who recover and get
               back up. 
               Padm� reaches for the blaster on the floor, but the guard
               quickly STEPS on it. 
               He looks down at the girl, a wicked grin on his face. 
               He picks up the weapon. 
               Suddenly Sab� BASHES the alien with a pot. 
               The pot SHATTERS against the guard, who stumbles forward
               against the throne. 
               Padm� and Sab� YELL, and THROW themselves on top of the huge
               alien. 
               Still on the grate, Anakin comes to and looks at the brawl.
               Artoo joins him and opens a compartment in his droid body. A
               WELDING TORCH comes out. 
               Artoo moves forward to zap the guard. 
               The guard GROWLS and the girls SCREAM and YELL. 
               Sab� is knocked off the guard's back and hits a LEVER.
               Suddenly, the grate beneath Anakin and Artoo DROPS OPEN and
               the two FALL down.
               It's a TRAP DOOR.

                                   ANAKIN (CONT'D)
                         Ho! 

               Sab� gets up from the lever and the grate CLOSES again. 
               She spots the blaster. 
               The guard finally dislodges Padm� from his neck and TOSSES
               her away. 
               He turns to Sab� - and looks straight into the barrel of the
               blaster.
               FLASH
               The alien slumps to the floor. 

               Padm� readjusts her wide clothes and her hair.

                                   PADME
                         Are we still in one piece? 

               Sab� blows the smoke off her blaster, twirls it round her
               finger, pushes her metal bikini back in position, and looks
               around.

                                   SABE
                         Were are Anakin and Artoo?

               INT. PALACE, PIT OF DEATH

               Anakin and Artoo have slid through a tunnel into a pit. 
               Artoo shines a light. 
               It's the Pit Of Death, decorated with the bones of very
               unlucky people. 
               There's an opening at the other end. Darkness lies beyond.

                                   ANAKIN
                         Hey! Help!

                                   PADME (O.S.)
                         Anakin? How did you get down
                         there?! 

               Anakin looks up. He sees Padm� and Sab� staring down through
               the grate.

                                   ANAKIN
                         Get us out!

                                   PADME
                         How? 

               Under different circumstances the look of two scantily clad
               teenage girls bending over the grate would have made Anakin
               speechless, but a HORRENDOUS SNARLING coming from an
               impenetrable darkness tends to make teenage boys change their
               priorities.

                                   ANAKIN
                         Get us out now!

                                   SABE
                         Give us a moment! 

               Another vicious snarl. 
               Artoo whimpers. Anakin moves back.
                
               Suddenly a huge tiger/rat/monster-like creature LEAPS into
               the pit through the opening. 
               This is the NEXU. 
               It LEAPS onto Artoo and ROLLS around with the unfortunate
               droid. 
               Artoo screams. Anakin jumps back.

                                   PADME (O.S.)
                         What's that?

                                   ANAKIN
                         Help! 

               The big kitty rolls around and plays with Artoo as if the
               poor droid is a toy. 
               It lets go of Artoo and spots Anakin. 
               It sniffs and turns. 
               Anakin backs into the wall.

               INT. PALACE, AUDIENCE CHAMBER - CONTINUOUS

               While Padm� stares through the grate, Sab� looks around.

                                   PADME
                         Sab�, do something! 

               Sab� spots the lever at the throne.

                                   SABE
                         That's it! 

               Sab� reaches for the lever and PULLS.

                                   PADME
                         Aah! 

               The trap door opens - and Padm� goes down.

                                   SABE
                         Oh, blast! Sorry! 

               She makes a decision. She gets a firm grip on her blaster and
               JUMPS down into the pit after her sister.

               INT. PALACE, PIT OF DEATH - CONTINUOUS

               Sab� comes sliding down in the pit and lands on top of Padm�.

                                   PADME
                         Aw! 

               Sab� jumps up, blaster ready - and stares in disbelief. 
               The Nexu stands in front of Anakin, shaking its head in
               confusion. 
               Anakin just stands still, eyes closed. 
               The girls gasp.

                                   SABE
                         How does he do that?

                                   PADME
                         That's incredible! 

               Whoops. 
               Both Anakin and the Nexu are distracted.
               The big cat regains its senses and opens its mouth -
               revealing lines of razor sharp teeth. 
               It's about to jump Anakin - 
               FLASH, FLASH, FLASH
               The Nexu drops dead. 
               Anakin turns and sees Padm� holding Sab�'s shaking hands, and
               the smoking blaster in it. 
               The girls gaze at the poor animal.

                                   ANAKIN
                         Let's get out of here. 

               They pull Artoo back on his legs, and move to the opening.
                
               Two beams of highly concentrated light emerge from the
               darkness. 
               The group stops. Sab� raises her blaster. 
               Obi-Wan, Qui-Gon, and Jango step forward.

                                   QUI-GON
                         What are you doing here?

                                   PADME
                         We could ask you the same thing.

                                   JANGO
                         We took a wrong turn.

                                   SABE
                         Ditto. 

               Obi-Wan spots the dead Nexu and turns to Anakin.

                                   OBI-WAN
                         Are you alright?

                                   ANAKIN
                         Yeah, I think so.

                                   QUI-GON
                         There's an exit back there. 

               The group walks into the corridor. 
               Sab� passes Obi-Wan, who can't help but gawk at her slave
               girl outfit.

                                   SABE
                         I'm alright too, thanks for asking.

                                   PADME
                         And thanks for not blowing up that
                         transmitter array.

               INT. KATANN 3, TF TRANSPORT DOCKING BAY - EVENING

               The Federation Transport still stands were we left it.

               INT. TF TRANSPORT, COCKPIT - EVENING

               Cliegg, Owen, Shmi and Threepio are still in the cockpit.
               Threepio is at the control panel that Cliegg was working on
               earlier.

                                   OWEN
                         Sure this will work? 

               Threepio is about to respond when a sharp signal comes
               through.

                                   SEE-THREEPIO
                         We are online. 

               Shmi and Cliegg look at each other. Shmi takes a deep breath.

               EXT. KATANN 3, STREETS - EVENING

               People are walking around, and sitting at porches. 
               Suddenly, an alarm signal whines, then stops. 
               The emergency speakers that are located around the place come
               to life with a shrieking sound. 
               Everybody looks up.

                                   SHMI (V.O.)
                         Attention all slaves! Attention all
                         slaves!
                             (beat)
                         Your slave-transmitters have been
                         de-activated.

               INT. WATTO'S HOME, KITCHEN - CONTINUOUS

               Watto looks up.

                                   WATTO
                         What?

                                   SHMI (V.O.)
                         I repeat, your slave-transmitters
                         have been de-activated.

               EXT. KATANN 3, STREETS - CONTINUOUS

                                   SHMI (V.O.)
                         Now stand up to your masters, and
                         FIGHT for your freedom! 

               The SLAVES outside look at each other. 
               One brave slave, the Twilek girl from the slave auction,
               decides to put it to the test. 
               She picks up a knife and approaches her master, the two
               headed alien. The alien master quickly grabs a control out of
               his pocket, activates it, points it at the girl, and pushes a
               button.
               Nothing happens. 
               The Twilek girl moves forward. 
               The master tries again. 
               Nothing. 
               The master runs. 
               The slaves cheer.

               INT. PALACE, HANGAR AREA (KATANN 2)

               Our heroes are battling a group of guards in an area that
               leads to a hangar.

               Anakin picks up a blaster from a fallen guard and joins the
               fight. 
               A GUARD fires at Padm� who takes cover. 
               Anakin BLASTS him.

               Finally all bad guys go down. Jango runs to the door to the
               hangar.

                                   JANGO
                         Go, go, go! 

               Sab�, Padm�, Anakin, Obi-Wan, and Artoo follow. 
               Anakin pauses to look at the guard he shot. Jango sees this.

                                   JANGO (CONT'D)
                         First time you blasted someone? 

               Anakin nods.

                                   JANGO (CONT'D)
                         Don't worry, you'll get used to it. 

               They go through the door. 
               Qui-Gon lags behind to provide cover - which is wise, because
               through the door behind them comes a new group of heavily
               armed GUARDS and MERCENARIES.

               INT. PALACE, FIGHTER HANGAR - NIGHT

               TWO P-13 CLAW-WING FIGHTERS are parked in the hangar. 
               A fighter of a different type (R-41 Starchaser) also stands
               in the hangar, but is clearly out of commission as an engine
               lies beside it.

               While Jango and the others blast the GUARDS and PILOTS in the
               hangar, Obi-Wan spins around to see what's going on with Qui
               Gon. 
               She is holding off the aliens with her lightsaber. 
               The heavy door to that area is closing. 
               The bad guys in the hangar are gunned down. 
               Obi-Wan tries to open the door, but it's locked from another
               location. 
               Jango points at torpedoes attached to the wings of the
               fighters.

                                   JANGO
                         Those will do the trick.

                                   SABE
                         Plus we can get out of here. 

               Anakin realizes that Qui-Gon is still in the other area - as
               Obi-Wan has PLUNGED his lightsaber into the heavy steel door
               to try and cut a hole in it.

                                   ANAKIN
                         Qui-Gon!

                                   OBI-WAN
                         Go ahead! Go! We'll catch you
                         later!

                                   ANAKIN
                         But...

                                   OBI-WAN
                         Go! 

               Anakin turns and runs to the fighter Padm� has already
               reached. 
               Jango, Sab�, and Artoo are climbing in another fighter. 
               The P-13 CLAW-WING FIGHTERS are old fashioned, but cool. 
               Two large engines on the back. Two curved wings extending
               from the top - with torpedoes attached on both sides of each
               wing.
               A hatch leads to a small cockpit - where the pilot sits in
               the back and up. In the front is the gunners position - with
               a swiveling DUAL-LASERCANNON mounted on the nose. In the
               middle is a bit of room for some cargo - in this case R2-D2.
               Jango takes place in the pilot's seat; Sab� in the gunner's.
               Their fighter takes off, and blasts away. 
               Anakin and Padm� get in another fighter.

                                   ANAKIN
                         I'll fly!

                                   PADME
                         I'll fly!

                                   ANAKIN 
                         Take the guns. I'm flying!

                                   PADME
                             (annoyed)
                         Boys! 

               They get in their seats and blast off. 
               Obi-Wan is still busy cutting a whole in the heavy door,
               anxious to join the fight on the other side.

               INT. PALACE, HANGAR AREA

               Sealed off from her friends, and surrounded by bad guys, Qui
               Gon Jinn shows just what a Jedi is capable of.

               Guards, heavily armed mercenaries, and bounty hunters are all
               around her, but she moves with incredible speed and SLASHES
               bad guys left and right. 
               A fair amount of them already lie dead on the floor. 
               Molten metal leaks from the door - where Obi-Wan is
               attempting to cut a hole from the other side. 
               It all happens very fast. 
               Several bad guys surround her, but she manages to swing
               around and deflect blasts coming from both sides.

               She JUMPS up out of the firing line - two bad guys HIT each
               other - and lands near another unlucky soul, who is CUT down.
               A CLAWDITE mercenary who stands on a higher platform throws a
               GRENADE - Qui-Gon JUMPS up as the blast ROCKS the place and
               kills another guard. 
               Qui-Gon lands near the mercenary and swings her saber. 
               She barely misses. 
               The mercenary loses his balance, and FALLS off the platform.
               Another bounty hunter, AURA SING, aims a large rifle, but Qui
               Gon moves fast and CUTS the weapon in half. 
               She's about to engage the bounty hunter - when the previous
               mercenary throws another GRENADE at her. 
               Both Qui-Gon and the bounty hunter JUMP off the platform and
               are thrown by the blast. 
               All this time, the circle of molten metal in the door
               continues nearing completion.
               Qui-Gon and the bounty hunter fall on the floor. 
               Qui-Gon loses her lightsaber. It clatters on the floor. 
               Qui-Gon shakes her groggy head and gets up. 
               The bounty hunter SCRAMBLES for the saber, but Qui-Gon FORCE
               PULLS it back in her hand. 
               She runs to the bounty hunter and KICKS her in the face -
               knocking her down.

               The mercenary behind her pulls a blaster and starts FIRING at
               Qui-Gon, who SPINS around, deflects all the bolts and starts
               running.
               Qui-Gon deflects all the laserbolts and reaches the
               mercenary, who keeps moving back. 
               With a gracious move, Qui-Gon deflects the last bolt, CUTS
               OFF the mercenaries' hand, swings around, and CUTS OFF his
               head. 
               The headless body falls to the floor. 
               Qui-Gon sighs, then senses something. 
               Behind her the bounty hunter is on her knees and points a
               blaster at the Jedi. 
               Qui-Gon swings around, and LAUNCHES her lightsaber at the
               bounty hunter. 
               Like a spear the deadly weapon PIERCES the bounty hunter -
               who slumps back on the floor.

               A CLATTERING noise. 
               Qui-Gon looks at the door. 
               Obi-Wan steps through the smoldering hole - ready for action. 
               Qui-Gon laughs.

               EXT. KATANN 2, OUTSIDE - NIGHT

               One of the fighters makes a wide turn between the mountain
               peaks.

               INT. FIGHTER ONE

               Jango is in the pilot's seat; Sab� is the gunner. Artoo in
               the middle.

                                   JANGO
                         Now let's blow that transmitter.

               EXT. KATANN 2, APPROACHING DISH - CONTINUOUS

               The fighter zooms toward the palace and the transmitter dish.
               Suddenly anti-aircraft guns start firing at the tiny vessel.

               INT. FIGHTER ONE

               Jango pulls the stick back and flies out of the firing line.

                                   JANGO
                         Whoa!

                                   SABE
                         We'll never get through! 

               Bleep, bleep, bleep, bleep. 
               Four blips appear on the cockpit display in front of Jango.

                                   JANGO
                         We've got company. Hang on.

               EXT. KATANN 2, OUTSIDE - CONTINUOUS

               Fighter One takes evasive action as FOUR R41-STARCHASERS come
               zooming down and open fire. 
               Jango has trouble evading them. 
               The four fighters are on his tail. 
               Suddenly a P-13 FIGHTER appears behind them - and opens fire.
               One of the R41's is HIT and banks away.

               INT. FIGHTER TWO

               Anakin is the pilot; Padm� at the guns.

                                   PADME
                         That's a hit!

                                   ANAKIN
                         Get them! 

               Padm� pushes the 'fire' buttons, and another volley of
               laserblasts is directed at the other fighters. 
               The fighters break up and fly away. 
               Padm� misses.

               EXT. KATANN 2, OUTSIDE - CONTINUOUS

               Fighter Two joins Fighter One. 
               They turn for another round of dogfighting.

               INT./EXT. FIGHTER ONE/FIGHTER TWO/OUTSIDE - CONTINUOUS

                                   JANGO
                         Kid, switch to com-signal Eleven
                         Three-Eight. Move to above and
                         behind me. Stay close.

                                   ANAKIN (V.O.)
                         Copy that.

                                   SABE
                         Here they come. 

               The three enemy fighters come blasting in. 
               Sab� returns fire, and damages one. 
               The fighters banks and swerve - entangled in a deadly game.

                                   SABE (CONT'D)
                         Stay on him. Almost... 

               She fires. 
               BOOM! 
               The damaged fighter EXPLODES in a ball of flames.

                                   SABE (CONT'D)
                         Yeah!

                                   JANGO
                         Good shot. Anakin, are you with me?

                                   ANAKIN
                         I've got one on me! 

               Not one, but two enemy fighters are on Fighter Two's tail,
               firing relentlessly.

                                   PADME
                         Go down! 

               Anakin pushes the stick down. 
               The fighter NOSE-DIVES to the ground. 
               The others follow. 
               Jango goes in a LOOP to get behind the others.

                                   SABE
                         Waaah! 

               Anakin has to put all his piloting skills to use as the enemy
               fighters pursue him. 
               He skims the blue foggy surface, and steers his fighter into
               a narrow CANYON.
               Jango comes up behind the two enemy fighters, but he has to
               slow down to avoid crashing into the canyon walls. 
               Anakin races at top speed through the canyon, fighters behind
               him. 
               He is all concentration. 
               Padm� is all nerves.

                                   PADME
                         Whoa! 

               Anakin approaches a corner in the canyon with an overhanging
               rock. 
               He activates a target display and fires a TORPEDO.
               The torpedo zooms to the overhanging rock and BLOWS it UP at
               the base. 
               The rocks come TUMBLING down.
               One of the pursuing fighters is HIT by the falling rocks,
               CRASHES into the canyon, and BLOWS UP.
               The other fighter continues the chase. 
               Jango tries to catch up, but he can't reach the others in the
               deadly canyon with all its turns and obstacles.

                                   JANGO
                         Ah! 

               Jango pulls up and out of the canyon. 
               Fighter Two enters a natural tunnel. 
               Inside, Anakin struggles to avoid all kinds of rocky
               obstacles. 
               Padm� is losing it. 
               The pursuing fighter follows - a rock ahead... 
               The pilot screams... 
               He HITS a rock and the fighter BLOWS UP.
               Fighter two exits the tunnel ahead of the flames.

                                   PADME
                         Whew! 

               Anakin sighs. 
               Suddenly laserfire hits their fighter. 
               Anakin struggles to get out of the firing line. 
               The first, damaged fighter attacks them from above. Obviously
               it wasn't damaged enough. 
               Inside the cockpit of Fighter Two sparks fly and electricity
               engulfs the controls.

                                   PADME (CONT'D)
                         Ah!

                                   ANAKIN
                         You alright?

                                   PADME
                         Yeah, but the controls are fried.

                                   ANAKIN
                         Computer targeting is gone! 

               More blasts rock the fighter. This enemy pilot is good.

                                   ANAKIN (CONT'D)
                         I can't shake him! 

               The fighters zoom through the air, until - a TORPEDO hits the
               enemy fighter, BLOWING it UP.

                                   JANGO (V.O.)
                         You're clear, kid. Now let's get
                         back and blow up that array.

               EXT. KATANN 2, LEADING TO DISH - MOMENTS LATER

               The two fighters fly back to their target.

                                   ANAKIN (V.O.)
                         We've lost targeting. You'll have
                         to do it.

               INT. FIGHTER ONE

                                   JANGO
                         Stay back, I'm going in.

                                   SABE
                         Watch those guns.

                                   JANGO
                         Got them covered. 

               His targeting display bleeps. 
               Jango fires.

               EXT. KATANN 2, LEADING TO DISH - CONTINUOUS

               Several anti-aircraft guns are ready to take on any attacker
               that comes too close to the dish. 
               Two PROJECTILES come flying over the horizon towards two guns
               (including the big gun) - and BLOW them UP.

               INT. FIGHTER ONE

                                   SABE
                         Yeah!

                                   JANGO
                         Two gone. 

               The transmitter dish appears in front of them.

                                   SABE
                         There it is.

               EXT. KATANN 2, APPROACHING DISH - CONTINUOUS

               Fighter One flies to the dish. 
               Another anti-aircraft gun targets the fighter and starts
               firing relentlessly. 
               The swiveling cannons on the fighter return fire.

               INT. FIGHTER ONE

               Sab� has targeted the anti-aircraft gun.

                                   SABE
                         Blow. Blow.

               BOOM!

               Sab�, Artoo and Jango are shaken as a volley of laserfire
               hits their fighter.

               EXT. KATANN 2, LEADING TO DISH - CONTINUOUS

               Fighter One is on fire and careens out of control towards the
               flat top of a mountain.

               INT. FIGHTER TWO

               A shocked Padm� watches Fighter One go down.

               INT. FIGHTER ONE

               They're approaching the ground fast.

                                   SABE
                         Ooh!

                                   JANGO
                         Hang on! 

               He fires the retro-rockets.

               EXT. KATANN 2, ROCK PLAIN - CONTINUOUS

               The fighter's retro-rockets ignite and slow the craft down. 
               The fighter CRASHES onto the rocky ground, SLIDES for a
               while, losing parts left and right. 
               From the top of the palace, Obi-Wan and Qui-Gon see the
               fighter crash.

               Finally, the fighter comes to a halt.  
               The dust has put out some of the fire. 
               The hatch opens...and Artoo-Detoo drops out onto the ground.

               EXT. KATANN 2, OUTSIDE - NIGHT

               At a distance safe from the anti-aircraft guns, Fighter Two
               circles above the fog.

               INT. FIGHTER TWO

               Padm� has tears in her eyes.

                                   PADME
                         Sab�.

                                   ANAKIN
                         We have to destroy that
                         transmitter. 

               Anakin starts to accelerate the fighter, and steers it
               towards the transmitter dish.

                                   PADME
                         We can't hit it. The targeting
                         computer is down!

                                   ANAKIN
                         I'll just have to do it myself.

                                   PADME
                         That's impossible. You can never
                         get close enough, not with those
                         guns out there.

                                   ANAKIN
                         I have to.

               INT. PALACE, BACK-UP CONTROL ROOM

               Gardulla and part of her entourage are in a control room
               where TECHNICIANS are working on some controls.

                                   GARDULLA
                             (in Huttees, subtitled)
                         Re-activate the slave controls!

                                   TECHNICIAN
                             (in Huttees, subtitled)
                         The system is scrambled!

               EXT. KATANN 2, APPROACHING DISH/ANTI-AIRCRAFT GUN - NIGHT

               Fighter Two flies at high speed just above the mountain tops
               toward the dish. 
               The CREW of the anti-aircraft gun that took down Fighter One
               spots the fighter and open fire. 
               A hailstorm of laser-flak bursts around the tiny craft.

               INT. FIGHTER TWO

               Laserblasts all around them. 
               Anakin peeks ahead, in total concentration. 
               The dish comes closer and closer into view.

                                   PADME
                         Shoot! Shoot! 

               Anakin presses the fire button and a TORPEDO is launched from
               one of the wings. 
               It flies past the dish, and BLOWS a hole in the palace roof.
               An EXPLOSION from inside follows.

               INT. PALACE, BACK-UP CONTROL ROOM - CONTINUOUS

               Gardulla and the others are still in the control room when
               the torpedo's impact causes part of the ceiling to come down. 

               The shocked aliens takes cover.

               INT. FIGHTER TWO

                                   ANAKIN
                         Blast.

                                   PADME
                         Pull up!

               EXT. KATANN 2, APPROACHING DISH - NIGHT

               Anakin pulls up the fighter and turns away, as the anti
               aircraft gun relentlessly continues to fire. 
               Fighter Two makes a full turn, and comes back for another
               pass.

               INT. FIGHTER TWO

               Once again the dish is straight ahead. 
               Those laserblasts are coming very close.

                                   PADME
                         Make it count. 

               Anakin concentrates. 
               He's about to shoot.

               BLAM!

               A laser-blast hits the fighter. 
               Anakin presses the fire-button. Torpedo away...

               EXT. KATANN 2, APPROACHING DISH - CONTINUOUS

               The torpedo hits the main dish. It BLOWS off a part of it,
               but most of the transmitter array is still in one piece - it
               got hit in the wrong place.
               The anti-aircraft gun continues to fire. 
               Laserblasts all around the fighter as it once again turns
               away.

               INT. FIGHTER TWO

               The fighter turns ones again, and continues to get rocked by
               the blasts. 
               Once again the fighter is hit. 
               Sparks fly.

                                   PADME
                         Get out of here! They're gonna - 

               Suddenly, the attack stops.

                                   PADME (CONT'D)
                         They stopped!

               EXT. KATANN 2, ANTI-AIRCRAFT GUN - NIGHT

               Obi-Wan and Qui-Gon are at the anti-aircraft gun, where
               several BODIES lie motionless on the ground.

                                   OBI-WAN
                         Come on, Anakin.

               The fighter is back on target.

               INT. PALACE, BACK-UP CONTROL ROOM

               The technicians are still at work. Gardulla and her men look
               on anxiously.
               The control panel lights up.

                                   TECHNICIAN
                             (in Huttees, subtitled)
                         Back on-line!

                                   GARDULLA
                             (in Huttees, subtitled)
                         Activate the transmitters!

               INT. FIGHTER TWO

               Inside the fighter, Anakin calms down - 
               concentrates - 
               lets go - 
               The dish comes closer - 
               A beat - 
               All is calm - 
               Anakin presses the fire-button.

               EXT. KATANN 2, APPROACHING DISH - CONTINUOUS

               The last TORPEDO is launched from one of the wings and zooms
               towards the array. 

               INT. PALACE, BACK-UP CONTROL ROOM - CONTINUOUS

               Watched by an anxious Gardulla, the technician is about to
               press the button that will re-activate the explosive slave
               controls...

               EXT. KATANN 2, TRANSMITTER ARRAY - CONTINUOUS

               The torpedo flies to its target, and IMPACTS right below the
               main dish. 

               A BIG EXPLOSION. 
               Then nothing.
               Then the entire transmitter array comes TUMBLING down and
               CRASHES into the ground in hundreds of pieces.
               Flames and explosions everywhere. 
               Then a HUGE EXPLOSION as a generator blows up. 
               Fighter Two flies overhead.

               INT. FIGHTER TWO

               Anakin sighs.

                                   PADME
                         You did it! Ani, you did it! 

               Anakin smiles.

               EXT. KATANN 2, OUTSIDE - CONTINUOUS

               Fighter Two flies over the crashed Fighter One. 
               Sab�, Jango, and Artoo have made it out and are waving at
               Fighter Two.

               Fighter Two turns and heads to the anti-aircraft gun, where
               Obi-Wan and Qui-Gon stand waving. 
               Fighter Two rolls around its axis in victory.

               EXT. KATANN 2, PALACE, ROOFTOP - NIGHT

               A large HATCH opens at the top of the palace and a TRANSPORT
               comes flying out. 
               It zooms up into space.

               INT. GARDULLA'S TRANSPORT

               Several ALIENS are at the controls. 
               Behind them, Gardulla the Abominable is in a very foul mood.
               Several other SLAVERS are also present. 
               Gardulla looks through a porthole back at the planetoid.

                                   GARDULLA
                             (In Huttees, subtitled)
                         Vengeance shall be mine!

               EXT. KATANN 3, STREETS - NIGHT

               Back on the main planetoid the slaves have taken over.

               Slavers and others are scrambling to leave. Several
               spaceships take off and fly away.

               Watto flies through the streets as fast as his stubby wings
               can manage, two large bags in his hands. 
               He turns a corner and almost bumps into a figure. 
               It's Shmi.

                                   WATTO
                         Wha...Ah! Oh, Shmi. It's you. I was
                         just... 

               He notices the blaster in Shmi's hand.

                                   WATTO (CONT'D)
                             (In Huttees, subtitled)
                         It's okay, right? That whole slave
                         thing, let's just forget about that
                         okay?

                                   SHMI
                         Watto - 

               She points the blaster against the tusk of the blue flying
               alien.

                                   WATTO
                         Ah! Wait! I've got money! How much
                         do ya want. No wait! Take it all!

                                   SHMI
                         I want you to get out of here, and
                         never come back. Now hurry or
                         you'll miss your flight. 

               She lowers the blaster. 
               Watto isn't sure what to do. He's too scared.

                                   SHMI (CONT'D)
                         Go!

                                   WATTO
                         Ah! 

               Watto drops his bags, and flies faster than he has ever flown
               before - and out of Shmi's life. 
               Shmi watches her former master go.

               EXT. KATANN 3, ROCKY PLAIN - NIGHT

               Darth Keel stands close to her ship, watching the slaves
               revolt through her electro-binoculars. 
               She observes everything calmly, waiting for her prey.

               EXT. KATANN 3, STREETS - MORNING

               It's all over. 
               The slaves are free, and the slavers are gone. 
               The entire town is in disarray, but several people are
               already putting things back in order. 
               A few buildings have been burned down and are now smoldering
               ruins. 
               Several transports take off from the spaceport.

               Several former slaves meet on the streets and shake hands and
               embrace each other. 
               Children are playing. 
               It's a beautiful day.

               EXT. KATANN 3, SLAVE HOVELS - DAY

               Obi-Wan and Qui-Gon walk through the street leading to the
               Skywalker home. They are now once again dressed in their Jedi
               robes.

                                   QUI-GON
                         There is a very good chance the
                         Council will refuse to train the
                         boy, Obi-Wan.

                                   OBI-WAN
                         I thought you finally agreed with
                         me.

                                   QUI-GON
                         Anakin is strong with the Force,
                         but there are many uncertainties.
                         His age, his background. He may not
                         even wish to leave his mother.

                                   OBI-WAN
                         I've already talked with Shmi. 

               Qui-Gon is surprised.

                                   OBI-WAN (CONT'D)
                         She agrees. Anakin should come with
                         us.

                                   QUI-GON
                         This is a great responsibility, not
                         to be taken lightly.

                                   OBI-WAN
                         I know. 

               They enter the hovel.

               INT. SKYWALKER'S HOVEL, MAIN ROOM

               Obi-Wan and Qui-Gon enter the room, where they find Shmi and
               Anakin packing.

                                   QUI-GON
                         Ready?

                                   SHMI
                         Almost.

                                   ANAKIN
                         So is Cliegg's farm big?

                                   SHMI
                         Big enough, I'm sure.

                                   QUI-GON
                         Tatooine is not the most hospitable
                         of places, but an honest person can
                         live an honest life there. 

               Obi-Wan scrapes his throat and looks at Shmi. She notices.

                                   SHMI
                         Now you can make your dreams come
                         true, Ani. You're free.
                             (turns to Obi-Wan)
                         Will you take him with you? Is he
                         to become a Jedi?

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

                                   ANAKIN
                         A Jedi! Mom, that's even better!

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

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

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

               Anakin thinks, looks to his mother, then 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 hugs his mom and starts for the other room, then
               stops. 
               Shmi and Obi-Wan give each other a knowing look. 
               Anakin has realized something.

                                   ANAKIN
                         What about mom? You're coming,
                         aren't you, mom?

                                   QUI-GON
                         You need to face this challenge on
                         your own, Anakin. You must let go.
                         That is part of becoming a Jedi.

                                   ANAKIN
                         But... 

               Shmi comes over to her son. Taking both of his hands in hers,
               she draws him close.

                                   SHMI
                         Son, I'll be fine on Tatooine. I am
                         free, and I'm ready to start a new
                         life, just like you. It's time for
                         you to let go...to let go of me. I
                         cannot go with you.

                                   ANAKIN
                         I want to stay with you.

                                   SHMI
                         You can't stop change any more than
                         you can stop the sun from setting.
                         Listen to your feelings; Ani, you
                         know what's right. 

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

                                   ANAKIN
                         I'm going to miss you so much, mom.

                                   SHMI
                         I love you, Ani. 

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

                                   SHMI (CONT'D)
                         Thank you. 

               C-3PO walks in with some luggage.

                                   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 transport is 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. KATANN 3, LANDING AREA 2 - DAY

               Several FORMER SLAVES enter a small freighter. 
               Qui-Gon Jinn and Anakin say farewell to Shmi and Cliegg and
               Owen. C-3PO is there too.

                                   OWEN
                         Are you sure about this?

                                   ANAKIN
                         Yes. I think so.

                                   CLIEGG
                         We can't thank you enough, Master
                         Jedi. We owe you our freedom.

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

                                   SHMI
                         I'll be fine on Tatooine. 

               Cliegg, Owen and C-3PO walk to the freighter, and enter with
               the other refugees.

                                   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 walks away and waits a little further, giving Anakin
               and Shmi some room to say their farewells.

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

               Shmi hugs Anakin. 
               Qui-Gon watches from the distance. 
               Shmi looks Anakin in the face.

                                   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 Shmi turns around and walks to
               the freighter. She doesn't look back, but she has to cry.
               Anakin watches his mother enter the freighter. 
               The ramp retracts, and the hatch closes. 
               Anakin and Qui-Gon look on as the freighter TAKES OFF and
               FLIES away.

               EXT. KATANN 3, MINING TOWN, STREET - DAY

               Anakin runs to join Qui-Gon, who has already started down the
               street. 
               As they walk along together, Qui-Gon notices something out of
               the corner of her eye. 
               Suddenly, without breaking her stride, she IGNITES her saber,
               SWINGS around, and lunges forward, and CUTS a lurking PROBE
               DROID in half. 
               Qui-Gon inspects the sparking and fizzing droid.

                                   ANAKIN
                         What is it?

                                   QUI-GON
                         Probe droid of some sort. Come on. 

               Qui-Gon and Anakin start running.

               EXT. KATANN 3, ROCKY ROAD LEADING TO DOCKING BAYS - DAY

               Qui-Gon and Anakin run towards the docking bay. Anakin is
               having a hard time keeping up.

                                   ANAKIN
                         Master Qui-Gon, wait!

               Qui-Gon turns to answer and sees the SITH INFILTRATOR bearing
               down at the docking bay.

                                   QUI-GON
                         Obi-Wan!

               INT. TF TRANSPORT, COCKPIT - CONTINUOUS

               Obi-Wan, Jango, and Sab� are in the cockpit of the transport. 
               Obi-Wan senses Qui-Gon's warning and the danger.

                                   OBI-WAN
                         Out! We must get out!

                                   SABE
                         What's that?! 

               Sab� points at a huge shadow that's coming from above. They
               all look out the front window.

                                   JANGO
                         It's a ship!

                                   OBI-WAN
                         Out now! 

               Suddenly the transport is rocked by EXPLOSIONS.
               Control panels SPARK, fuses BLOW.
               The attack is relentless. 
               The heroes run out.

               EXT. KATANN 3, DOCKING BAY - CONTINUOUS

               Obi-Wan, Jango, and Sab� hurry out of the transport. 
               Padm� and Artoo are already out and on the move. 
               The SITH INFILTRATOR hangs in front and above them and BLASTS
               the already battered transport with its lasercannons.
               The heroes run for their lives and dive down just as the
               Federation Transport EXPLODES.

               Qui-Gon and Anakin also take cover. 
               Qui-Gon 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. 
               The girls and Anakin start running. 
               Obi-Wan and Qui-Gon switch on their lightsabers.

               The droids open fire, attacking the heroes with SONIC-RAYS -
               knocking them down.

               Jango blasts one droid, but is then KNOCKED OUT by a blast,
               together with Padm�. 
               Sab� takes cover. 
               One droid attacks Obi-Wan, but comes too close and is
               destroyed by the lightsaber wielding Jedi.
               Qui-Gon is a little further away. 
               She jumps out of the way as a droid fires at her. 
               As she gets up she hears something. She turns around and
               spots something fast baring down on Anakin.

                                   QUI-GON
                         Anakin, drop! 

               Anakin DROPS to the ground just as Darth Keel SWEEPS over him
               on a speeder bike. 
               Darth Keel JUMPS off her speeder bike, and before she has hit
               the ground, the Sith has swung a death blow with her
               lightsaber that is barely blocked by Qui-Gon.
               Anakin picks himself up. 
               The two galactic warriors, Sith and Jedi, are BASHING each
               other with incredible BLOWS. 
               They move in a continual cloud of dust, SMASHING everything
               around them. 
               This is a fierce fight. 
               Anakin gets up, bewildered by the confrontation. 
               Qui-Gon struggles to fend off the relentless onslaught as
               Anakin takes cover. 
               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 fourth 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. 
               Obi-Wan shakes his groggy head and looks up. 
               Sab� is gone. 
               He looks in Qui-Gon's direction, gets up, and runs towards
               the fighting women.

               EXT. KATANN 3, ROCKY ROAD - CONTINUOUS

               Qui-Gon and Darth Keel continue their sword battle. They have
               moved to a ridge.

               Qui-Gon is having trouble blocking the furious attack by
               Keel. 
               They leap over one another in an incredible display of
               acrobatics.

               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
                         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.... 

               The others come running to them. 
               Qui-Gon caresses Obi-Wan's face.

                                   QUI-GON (CONT'D)
                         Train him...you were...right...

               Qui-Gon DIES. 
               Obi-Wan cradles the Jedi Master, quietly weeping. 
               The others look on. 
               A devastated Padm� looks up in the sky, tears in her eyes.

                                   PADME
                         Sab�...

                                                       FADE OUT.
                                    TO BE CONTINUED...
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