Parallel Universe Star Wars, Episode 5: Mystery of the Clones
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PARALLEL UNIVERSE STAR WARS
EPISODE V
MYSTERY OF THE CLONES
by
DARTH SILLYNAME, the Dynamic Villain
Based on 'Attack of the Clones'
by
George Lucas and Jonathan Hales
Last revision
March 2005
By Darth Sillyname
Darth Sillyname, the Dynamic Villain
http://www.geocities.com/dynamicvillain
[email protected]
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To skip the intro and go straight to the (136 pages long - in one html file) script, click here.
This is my second or third Prequel rewrite, depending on whether you've read the 'split-up'
first episode (The Impending Doom, and The Evil Unleashed), or the single first episode
(which I think is better): Evil Unleashed.
From now on I'll consider 'Evil Unleashed' to be the real first episode of my rewrites, and the previous two
to be early try-outs.
More specifically this is the rewrite of 'Attack of the Clones'.
While I thought Lucas had some good ideas for 'Attack of the Clones',
I also thought the screenplay and the movie were disappointing, and sloppy.
In the end AOTC didn't make me look forward to the final prequel,
and I only regard the Original Trilogy as the 'real' Star Wars.
I started this rewrite to 'fix' some stuff I thought needed fixing
(from my point of view of course). Make stuff consistent, fix stupid mistakes,
take out stuff I hated. While I was working on this, the idea came to me to rewrite
the whole saga - for fun. I've been told by readers that this rewrite is in the
spirit of the Classic Trilogy, so maybe I've done something right...
While it is obvious 'Mystery of the Clones' is a rewrite of 'Attack of the Clones',
it's also very different.
First of all the characters, who were introduced in the previous rewrite.
Jango Panaka was a 'helpful' mercenary; Dooku was introduced; Yoda talks normal;
Anakin was 14, Padm� 16 and not a queen; Shmi is free. Action scenes have been changed.
The whole love story between Anakin and Padm� is also different.
Anakin's mother is alive and well when he finds her, and you won't find a young Boba Fett
in this episode (or will you? His true identity remains a mystery).
NO stupid, pointless Yoda lightsaber fight!! Instead, the lightsaber fight concentrates
on Anakin's character.
Two old friends return, but they're not so friendly anymore.
Missing is the hottest queen in the entire galaxy, Sab� (Padm�'s half-sister).
She was simply not needed, but don't worry, she'll be back in future episodes.
See-Threepio finally appears in completed form. Still not a single Gungan... Yippee!
This version is a bit different than previous versions I had put online.
I scrapped some stuff to speed things up, and to make the - already long - script shorter.
Remember, this rewrite is just for fun, and despite everything I kind of
respect George Lucas, who owns Star Wars, but should stop making movies, etc., etc.
Now have fun!
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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 V
MYSTERY OF THE CLONES
Fear of open warfare has crept
into the Republic. Led by the
former Jedi Count Dooku,
several thousand star systems
have seceded from the Republic
and formed the CONFEDERACY OF
INDEPENDENT SYSTEMS.
The scattered flash points of
violence sparked by the
separatists have made it
difficult for the limited
number of Jedi Knights to
maintain peace and order in
the galaxy.
Padm� Naberrie, the new
Senator from Naboo, is
returning to the Galactic
Senate to vote on the critical
issue of creating an ARMY OF
THE REPUBLIC to assist the
overwhelmed Jedi...
PAN DOWN
through a vast sea of stars to reveal the amber city-planet
of CORUSCANT. Two yellow N-1 NABOO STARFIGHTERS fly toward
the planet, followed by a large chrome-covered NABOO CRUISER
and one more FIGHTER.
EXT. CORUSCANT, CITYSCAPE - DAWN
Fog covers much of the city.
The ships skim across the surface of the city landscape. The
sun glints off the hulls of the sleek Naboo craft as they
navigate between the buildings of the capital.
EXT. CORUSCANT, LANDING PLATFORM ELEVATOR - DAWN
A windowed elevator attached to the outside of the pillars
that support several landing platforms moves up.
INT. LANDING PLATFORM ELEVATOR - CONTINUOUS
While the elevator moves up, they pass lower platforms
including one that's used as a parking lot for speeders.
In the elevator, two Jedi wait.
They are OBI-WAN KENOBI, and ANAKIN SKYWALKER.
Obi-Wan is now around 40 years old, with long hair, and a
beard.
Anakin, meanwhile, has grown up. The twenty-year old towers
over Obi-Wan, and is lanky and handsome.
Obi-Wan waits patiently as the elevator climbs; Anakin
squirms and nervously rearranges his robes.
OBI-WAN
You seem a little on edge.
ANAKIN
Not at all.
OBI-WAN
I haven't felt you this nervous
since we fell into that nest of
Nognilks.
ANAKIN
You fell into that nightmare,
Master, and I rescued you.
Remember?
OBI-WAN
Oh yeah.
The two laugh, but Anakin remains on edge.
OBI-WAN (CONT'D)
You're sweating. Relax. Take a deep
breath.
ANAKIN
I haven't seen her in years,
Master.
EXT. CORUSCANT, LANDING PLATFORM - CONTINUOUS
The elevator reaches the landing platform and the two Jedi
get out.
The Naboo Cruiser lands on the platform, while the fighters
land nearby on an adjacent platform.
One of the FIGHTER PILOTS jumps from the wing of his ship and
removes his helmet, revealing himself as a black man with an
eye patch over one eye.
He is CAPTAIN TYPHO, Senator Naberrie's Security Officer.
From another fighter a FEMALE PILOT climbs down and removes
her helmet.
This is DORM�, one of Padm�'s handmaidens.
Typho moves over to Dorm�.
From Dorm�'s fighter, ARTOO-DETOO drops down.
CAPTAIN TYPHO
We made it. I guess I was wrong,
there was no danger at all.
The ramp of the big ship lowers.
TWO NABOO GUARDS appear first. Then Senator PADM� NABERRIE
descends the ramp. Padm�'s other handmaiden CORDE and FOUR
TROOPERS follow. They start to move forward in the direction
of the two Jedi.
Obi-Wan steps forward before Padm�. Anakin stares at Padm�;
she glances at him.
OBI-WAN
It's a pleasure to see you again,
senator.
Padm� walks over to Obi-Wan and takes his hand in hers.
PADME
It has been far too long, Master
Kenobi.
She looks at the now fully-grown Anakin.
PADME (CONT'D)
Ani? Anakin?!
She doesn't seem to recognize him at first.
PADME (CONT'D)
My goodness, you've grown.
They stare at each other for a long moment.
ANAKIN
So have you - grown more beautiful,
I mean. For a senator, I mean -
Padm� laughs and shakes her head.
PADME
Oh, Ani. You'll always be that
little kid I knew all these years
ago.
Anakin blushes and looks down as Obi-Wan and Typho smile.
OBI-WAN
Our presence will be -
Obi-Wan suddenly senses something. Anakin senses it too.
Something SHOOTS toward the group.
ANAKIN
Watch out!
Anakin dives at Padm� and pushes her down!
PADME
Oh!
Something shoots over them, hits the ramp of the ship, and
EXPLODES!
The guards and pilots are hurled to the ground as the front
of the starship is destroyed.
Klaxons blare, alarms sound.
In what seems like an instant, dead and wounded victims lay
scattered about the platform.
Captain Typho and Dorm� get up and run to where Padm� and
Anakin lie.
CAPTAIN TYPHO
Senator!
Padm� comes to, scorched and shaken, but alive. She looks
around the site. Anakin is still on top of her. He looks in
her eyes, then quickly gets up.
Several troopers are dead. A sobbing Dorm� holds Cord�. She's
also dead.
ANAKIN
Are you alright?
Padm� continues to stare at the devastation with tear
streaked eyes. Anakin looks around nervously.
PADME
No...no...
Obi-Wan gets up and looks around - and spots a small DROID
floating near the edge of the platform.
To Anakin's surprise Obi-Wan runs towards the droid, LEAPS
off the platform, and GRABS on to the flying machine!
The droid sags under the weight of Obi-Wan, but continues to
stay afloat and flies away with the Jedi hanging on for dear
life, a hundred stories above the city....
Anakin and Padm� stare at the sight of Obi-Wan being carried
off by the droid.
ANAKIN
(To Typho)
Get her to safety!
Anakin runs away.
EXT. CORUSCANT, CITYSCAPE - NIGHT
Obi-Wan hangs on to the droid as they dart in and out of the
speeder traffic.
This droid is an ASSASSIN DROID.
SPEEDER DRIVER 1
Hey!
They almost hit a speeder.
SPEEDER DRIVER 2
What the...!
The droid BUMPS against a wall, hoping to knock the Jedi
loose. It moves behind a speeders afterburner to SCORCH him.
The droid heads for a dirty, beat-up speeder hidden at a
ledge of a building about twenty stories up. The speeders
driver stands beside it.
The driver of the speeder is a MYSTERIOUS armor-clad and
helmet wearing BOUNTY HUNTER. His armor is somewhat similar
to that of BOBA FETT from the Original Trilogy. The helmet is
somewhat different, more like that of a (another) medieval
knight.
NOTE: for now, this Mysterious Bounty Hunter will be referred
to as MBH, until his true identity is revealed.
When MBH sees the droid approaching with Obi-Wan hanging on,
he pulls a LONG RIFLE out of the speeder and aims it at the
Jedi.
MBH FIRES.
EXT. CORUSCANT, CITYSCAPE - CONTINUOUS
The droid takes a direct hit and EXPLODES.
Obi-Wan PLUMMETS fifty stories -
MBH gets into his speeder and takes off...
- an open speeder suddenly DIVES down underneath Obi-Wan,
its driver positioning the vehicle so that Obi-Wan can GRAB
on.
Obi-Wan clutches on to the back of the speeder.
Groaning with effort, he flips over into the passenger seat
and sits down next to the driver, Anakin.
OBI-WAN
What took you so long?!
ANAKIN
Oh you know Master, I couldn't find
a speeder I really liked.
They zoom upward in hot pursuit of MBH.
OBI-WAN
There he goes! If only you could
defeat your opponents with your
wit, you'd be the most powerful
Jedi ever!
ANAKIN
I thought I already was.
OBI-WAN
Only in your mind, my very young
apprentice!
As this conversation is going on, Anakin deftly moves in and
out of the oncoming traffic, across lanes, between buildings.
They go into a steep dive. They're heading straight for a
building.
OBI-WAN (CONT'D)
Pull up, Anakin. Pull up!
Anakin laughs maniacally and he pulls up at the very last
moment.
OBI-WAN (CONT'D)
How many times have I told you to
be careful!
ANAKIN
Sorry, Master. I forgot you don't
like flying.
OBI-WAN
I don't mind flying - but we'll end
up in pieces if you go on like
this!
ANAKIN
I'm sure they'll put us back
together.
Anakin barely avoids a commuter train.
OBI-WAN
Just slow down! There! There he
goes!
MBH and the Jedi race through a line of cross-traffic made up
of giant trucks.
The speeders bank sideways as they slide around right-angle
turns between buildings.
MBH turns into incoming traffic, deliberately trying to throw
the Jedi off his trail.
Oncoming speeders honk and swerve to avoid him and the Jedi.
Anakin goes through his gears, zooming around traffic.
The chase heads for a power refinery.
MBH shoots a power coupler causing voltage - like LIGHTNING -
to jump across a gap from one coupler to another.
OBI-WAN (CONT'D)
Watch out for those power
couplings!
But Anakin stays on course, piloting the speeder directly
through the arc.
Anakin's and Obi-Wan's bodies ripple with purple lightning.
Huge electrical bolts shoot between the buildings as the
speeders pass.
OBI-WAN (CONT'D)
Oh, that was good!
MBH goes up and down, through cross-traffic.
There is a near miss as another speeder almost hits Anakin's.
MBH turns down and left between two buildings.
He races through a tunnel, passing speeders left and right.
He's lost them.
Anakin pulls up and to the right.
OBI-WAN (CONT'D)
Where are you going?! He went down
there, the other way!
ANAKIN
This is a shortcut - I think.
Anakin turns up a side street, zooming up several small
passageways.
He comes to a stop, hovering about fifty stories up.
Obi-Wan folds his arms and looks disapprovingly at the
searching Anakin.
OBI-WAN
Well, you lost him.
ANAKIN
(he doesn't mean it)
I'm deeply sorry, Master.
Anakin looks around front and back.
OBI-WAN
Well, this is some kind of
shortcut. He went completely the
other way. Once again, Anakin -
Suddenly laserblasts erupt on and around their speeder. They
look back and see the assassin's speeder behind them.
OBI-WAN (CONT'D)
Move! Move!
ANAKIN
I told you it was a shortcut!
The two speeders are at it again, only this time the prey is
hunting the hunters.
MBH is now in a much better position to fire at them with his
laser pistol.
To avoid being hit by the laser bolts, Anakin SLAMS on the
brakes and moves alongside MBH.
Obi-Wan and MBH look at each other.
Obi-Wan gives a 'Roger Moore/James Bond' frown.
MBH fires at Obi-wan and misses, hitting the dashboard.
Obi-Wan uses the Force to pull the pistol out of MBH's hand
and into his own hand.
He fires at MBH, but MBH bumps his speeder into the other,
causing Obi-Wan to lose the pistol.
They fly straight towards the top stories of a building.
MBH moves his speeder ON TOP of the Jedi's vehicle and tries
to push them down.
Anakin and Obi-Wan keep their heads down.
They approach the building - going to crash straight into
it...
Anakin HITS THE BRAKES and turns the speeder out of the way
and -
ANAKIN (CONT'D)
Take over!
- he JUMPS out of the vehicle and hangs on to the backside of
MBH's speeder as it pulls up.
Obi-Wan looks in amazement as MBH's speeder flies away with
Anakin hanging on.
The assassin's speeder wobbles.
Anakin climbs on to the back of the speeder.
MBH looks up and realizes what has happened.
He accelerates.
Anakin SLIDES to the back strut and almost slips off, but he
manages to hang on.
He works his way to the speeders cockpit.
Suddenly, MBH just STOPS, and Anakin FLIES forward to the
left front fork.
MBH shoots at him with his ARM-MOUNTED ELECTRO-RAY WEAPON.
There is a blast near Anakin's hand.
Anakin slides to the right fork of the speeder, where MBH
can't reach him.
He scrambles to the top, holding on to an air scoop.
Obi-Wan has jumped into the driver's seat of his speeder and
is deftly gaining on the rogue speeder.
The two speeders dive through oncoming traffic and then
through cross traffic.
Soon Anakin is able to get hold of his lightsaber and starts
to cut his way through the roof of the speeder.
MBH fires his ELECTRO-RAY at the helpless Jedi, knocking the
sword out of Anakin's hand.
Obi-Wan races under the speeder and catches the Jedi weapon
and puts it in the passenger's seat.
Anakin sticks his hand into the cockpit and tries to hold
MBH's weapon-covered arm out of the way.
MBH grabs the Jedi's hand, and they struggle.
The weapon goes off, BLOWING a hole in the controls of the
speeder.
The speeder careens wildly out of control.
MBH struggles to pull the speeder out of its nosedive.
Obi-Wan gets slowed down by a NEAR COLLISION with another
speeder and loses sight of the bounty hunter's.
As the speeder nose dives towards the ground, MBH presses a
button inside the speeder, and the top flies open.
Anakin can barely hold on.
MBH activates his JETPACK and FLIES out of the burning
speeder.
Anakin catches MBH by the legs and flies away with him.
The burning speeder dives down, and CRASHES in a street.
MBH tries to fly upward with Anakin hanging on to his legs,
but the extra weight is too much and he can't gain height.
MBH tries to kick Anakin away.
Anakin can't hang on any longer and FALLS down, YANKING a
part of MBH's KNEE-ARMOR with him.
Released from the extra weight, MBH flies away...
Anakin falls and comes closer and closer to the ground.
The speeder with Obi-Wan suddenly DIVES under him and SCOOPS
him up.
Anakin grabs on to the front of the speeder.
There is hardly enough room to pull the speeder upright.
Its underside HITS a lamppost, the speeder CRASHES into the
street, SLIDES over the pavement in a SHOWER OF SPARKS, and
ends CRASHING into the front of a NIGHTCLUB.
Anakin is sent FLYING from the front of the speeder and into
the establishment.
INT. NIGHTCLUB (CORUSCANT) - NIGHT
The dust settles.
Anakin opens his eyes and comes to his senses amidst a bunch
of NIGHTCLUB PATRONS: mostly sexy girls, including a six
breasted one (only this one is young and hot, instead of old
and ugly like the one in Return of the Jedi!).
He looks up surprised at all the pretty faces and daring
outfits.
ANAKIN
Hello.
Obi-Wan comes running to him.
OBI-WAN
Anakin!
He helps his young apprentice get up.
ANAKIN
I had to let him go, Master.
OBI-WAN
Patience. Be glad you're still in
one piece.
ANAKIN
Sorry, Master.
Obi-Wan hands Anakin his lightsaber.
OBI-WAN
Here. Next time try not to lose it.
Obi-Wan points at the piece of armor Anakin is still holding
in his hand.
OBI-WAN (CONT'D)
What have you got there?
ANAKIN
A piece of his armor.
Anakin studies the piece of armor.
ANAKIN (CONT'D)
It's some kind of weapon -
The female NIGHTCLUB MANAGER and some dangerous looking ALIEN
BOUNCERS walk up to the two Jedi. Obi-Wan turns to them.
OBI-WAN
It's alright! Jedi business!
NIGHTCLUB MANAGER
Then Jedi-on outta here! Somebody's
gonna pay for this!
Anakin fiddles around with the weapon and suddenly something
shoots out of it - FZZZZT - in between and barely missing the
manager and Obi-Wan and hitting a wall.
ANAKIN
Whoops, sorry!
Obi-Wan pulls the object from the wall and examines it.
OBI-WAN
Some kind of dart -
NIGHTCLUB MANAGER
Get out!
Obi-Wan sighs.
OBI-WAN
Anakin, why do I get the feeling
you're going to be the death of me?
EXT. CORUSCANT, JEDI TEMPLE - EARLY DAY
The tall spires of the Jedi Temple stand out against the blue
sky.
INT. JEDI TEMPLE, COUNCIL CHAMBER - EARLY DAY
Obi-Wan and Anakin stand in the center of the Jedi Council.
Among the TWELVE COUNCIL MEMBERS are YODA, MACE WINDU, KI-ADI
MUNDI, PLO KOON, YADDLE, OPPO RANCISIS, and SAESSEE TINN.
The dart is being passed around.
OBI-WAN
It's some kind of toxic dart. The
Analysis Droid didn't recognize it.
Anakin activates a small holo-projector and a small and crude
holographic image of the mysterious bounty hunter appears.
ANAKIN
I've never seen that kind of armor
before.
Yoda examines the dart.
YODA
Hmm, interesting -
OBI-WAN
Do you recognize it, master?
YODA
Yes, yes. Haven't seen one since
the Mandalorian war. A long time
ago... When I was younger, more
agile, hmm. Like you.
Obi-Wan and Anakin smile.
YODA (CONT'D)
What you have here is a Mandalorian
Saberdart.
OBI-WAN
Mandalorian Saberdart...
KI-ADI MUNDI
Many good Jedi died in that war.
The Mandalorians were great
warriors.
YODA
Great, war makes no one. Our
victory came at a price. It always
does...
(beat)
You must track down this killer,
Obi-Wan.
KI-ADI MUNDI
Most importantly, find out who he's
working for.
MACE WINDU
We'll arrange a meeting with the
Mandalorian senator. They may not
be warriors themselves anymore;
they still make weapons for others.
OBI-WAN
What about Senator Naberrie? She
will still need protecting.
YODA
Your padawan will handle that.
Anakin is overjoyed to hear this.
MACE WINDU
Anakin, take the senator to a
secure location. She'll be safer
when she's off Coruscant.
ANAKIN
As the leader of the loyalist
committee, it'll be difficult to
convince Senator Naberrie to leave.
MACE WINDU
Ask Chancellor Palpatine to speak
with her.
ANAKIN
Yes, Master.
MACE WINDU
You are dismissed.
YODA
May the Force be with you.
The two Jedi bow and leave the Council Chamber.
INT. JEDI TEMPLE, HALLWAY - EARLY DAY
Obi-Wan and Anakin walk through the Jedi Temple.
All kinds of JEDI are walking around, going about their
business.
Obi-Wan is grumpy.
OBI-WAN
They could've consulted with me
first.
ANAKIN
I am ready for this assignment,
master. The Council thinks so too.
You've taught me well. It'll be
easy.
OBI-WAN
Easy? Have you learnt nothing?
ANAKIN
With you after the assassin and me
taking Padm� away from here, there
will be little danger. I wish you
would have more faith in me.
OBI-WAN
I have faith in you, but remember,
you are now responsible for her
security. Concentrate on your
mission, and don't let her take
control. She's very headstrong.
ANAKIN
Don't worry, master. She's only a
politician and a young woman.
While he's saying this, he is distracted by blue Twilek Jedi
babe AAYLA SECURA, who passes them. Obi-Wan sighs.
OBI-WAN
In that case, be extra careful.
INT. CHANCELLOR'S OFFICE (CORUSCANT) - DAY
Anakin joins Palpatine at the great window in his office,
both staring side-by-side out at the vast city.
PALPATINE
I will talk to her. Senator
Naberrie will not refuse an
executive order.
ANAKIN
Thank you, your Excellency.
Palpatine smiles warmly.
PALPATINE
And so...they have finally given
you an assignment. Your patience
has paid off.
ANAKIN
Your guidance, more than my
patience.
PALPATINE
I don't think you need guidance,
Anakin. In time you will learn to
trust your feelings, and then you
will be invincible. I have said it
many times, you are the most gifted
Jedi I have ever met.
Anakin is pleased at the Chancellor's compliments.
PALPATINE (CONT'D)
Should a conflict arise, we can all
be grateful to have you on our
side.
He sighs.
PALPATINE (CONT'D)
When I was elected, I set out to
stop the decay of the Republic.
Instead, more and more systems have
left.
ANAKIN
You did all you could, sir.
(beat)
If you were given emergency powers,
you could quickly -
Palpatine stops him.
PALPATINE
My young friend, that has been
proposed before. It's an archaic
measure from times gone by, only to
be used in the most dire of
circumstances. No. Democracy will
prevail.
(smiling)
Especially as long as we have Jedi
like you to defend it.
Palpatine leads Anakin to the door.
ANAKIN
Thank you, your Excellency.
PALPATINE
I see you becoming the greatest of
all the Jedi, Anakin. Even more
powerful than Master Yoda.
EXT. CORUSCANT, APARTMENT BUILDING - DAY
A graceful skyscraper twinkles in the day light of Coruscant.
INT. PADME'S APARTMENT, BEDROOM - DAY
Padm� and Dorm� move about, packing luggage. Artoo-Detoo is
also present.
PADME
I can't believe they're making me
leave! I don't need this. Not after
what happened. It's cowardly!
Artoo whistles his agreement.
DORME
Hiding on Alderaan doesn't sound so
bad, Milady. It's a very beautiful
place, and you're in good company.
PADME
Good company? Have you ever
traveled with a Jedi before?
Dorm� shakes her head 'no'. Padm� sits down on the bed.
PADME (CONT'D)
Trust me, it can be exhausting.
Dorm� giggles.
DORME
I wouldn't mind getting exhausted
with your Jedi escort!
PADME
(slightly shocked)
Dorm�!
DORME
Sorry, milady. I wouldn't have a
chance anyway, with the way he has
been looking at you.
PADME
What?! Oh!
Padm� drops backwards flat out on the bed. Dorm� giggles.
PADME (CONT'D)
I really don't need all this.
ANAKIN (O.S.)
Need what?
Padm� and Dorm� are both startled. Anakin walks in. Artoo
Detoo whistles a greeting. Padm� quickly gets up.
PADME
Uhm, never mind.
Anakin pats Artoo on his head. The little droid is happy to
see the young man.
ANAKIN
Have you finished packing?
PADME
We've only just started!
Dorm� goes back to packing - she grabs a load of shoes and
stuffs them in a suitcase, one of many.
Padm� goes back to packing as well. Anakin looks on.
Padm� passes Anakin to put some clothes in a suitcase.
PADME (CONT'D)
I don't like this idea of hiding.
ANAKIN
Don't worry. Now that the Council
has ordered an investigation, it
won't take Master Obi-Wan long to
find this assassin.
PADME
I haven't worked to defeat the
Military Creation Act not to be
here when its fate is decided!
ANAKIN
Why are you so against the creation
of an army anyway? It might make
things easier for the Jedi. We are
peacekeepers, and the planetary
defense forces simply won't do
should it come to war.
PADME
The situation with the separatists
should be dealt with peacefully! If
the Senate votes to create an army,
I'm sure it's going to push us into
a war. It's unthinkable!
She goes back to packing her suitcases. Anakin wants to help
and picks up some clothes.
ANAKIN
Do you see any way, through
negotiations, to bring the
separatists back into the Republic?
He hands her the clothes.
PADME
Not if they feel threatened. And
with no time or money to build an
army, my guess is they will turn to
the Commerce Guilds or the Trade
Federation for help.
ANAKIN
Ah yes, the Trade Federation.
He got his hands on a tiny bit of underwear. Involuntarily,
he pauses to examine it. Padm� sees it and yanks it away.
PADME
It's outrageous that after all they
did they're still allowed to have a
private army!
Anakin moves away.
ANAKIN
That's why I fear the Senate is
powerless to resolve this crisis.
If the Jedi had more power, we
would not have let things come this
far.
While they're talking, Padm� tries to close the suitcase.
It's too full.
PADME
It's not up to the Jedi to decide
about that.
She sits down on the suitcase.
PADME (CONT'D)
It's a job -
She finally manages to close the suitcase.
PADME (CONT'D)
- for the Senate.
Padm� looks up at the attractive young man.
PADME (CONT'D)
(thoughtful)
You've really grown up.
Anakin smiles and looks her over.
ANAKIN
So have you.
His stare makes her somewhat uncomfortable...
EXT. CORUSCANT, SENATE BUILDING - DAY
Business as usual at the massive building.
INT. SENATE BUILDING, MAIN HALLWAY - CONTINUOUS
PEOPLE of all sorts and sizes walk around, going about their
business.
Obi-Wan walks alongside a bald, pasty white man with deep,
dark eyes.
It's the senator from Mandalore, JASTER MEREEL.
He's slick as an eel.
SENATOR MEREEL
Always a pleasure to be of
assistance to the Jedi. How can I
help you, Master Kenobi?
OBI-WAN
You must have heard of the attack
on senator Naberrie from Naboo.
SENATOR MEREEL
Terrible! I hope you catch whoever
did that.
OBI-WAN
The attacker used a Mandalorian
Saberdart.
The senator looks a little shocked.
OBI-WAN (CONT'D)
And he looked like this.
Obi-Wan activates a small holo-projector. We see the small,
crude holographic artist impression of the mysterious
attacker.
Obi-Wan notices that the senator is getting uneasy.
OBI-WAN (CONT'D)
Do you recognize it, senator
Mereel?
SENATOR MEREEL
(nervous)
Yes...it could be Mandalorian. But
it's impossible to tell who made
that.
They move outside and walk past some statues, where there
aren't many people around.
EXT. SENATE BUILDING, COURTYARD (CORUSCANT) - CONTINUOUS
Outside, Obi-Wan leads the senator away from the crowd.
OBI-WAN
It's the work of a craftsman.
Surely we should be able to find
out who made it. Mandalore makes
the finest armor in the galaxy!
Obi-Wan senses something about the senator.
OBI-WAN (CONT'D)
Tell me, has anyone...unusual made
an order recently?
SENATOR MEREEL
(nervous)
Now, Master Kenobi, that would be
classified information. I can't
just -
Obi-Wan has had enough. He concentrates and waves his hand in
front of the senator.
OBI-WAN
(mindtricking)
You can tell me what you know.
SENATOR MEREEL
(blank)
I can tell you who purchased armor.
Obi-Wan pries into the senator's mind.
OBI-WAN
(mindtricking)
You serve your leaders well. You
will be rewarded. You will give me
the name of the buyer.
SENATOR MEREEL
(blank)
I serve my leaders well. They'll
reward me. The Kaminoans bought
armor.
OBI-WAN
Kaminoans.
SENATOR MEREEL
(blank)
They ordered a large amount.
OBI-WAN
(mindtricking)
What did they buy it for?
SENATOR MEREEL
(blank)
We sell, don't ask. Business is
business.
Obi-Wan concentrates, and is in control of the senator's weak
mind.
OBI-WAN
(mindtricking)
Who was the attacker?
SENATOR MEREEL
(blank)
I don't know.
OBI-WAN
I guess we'll just have to ask the
Kaminoans. Thank you for your
assistance, senator.
Obi-Wan walks away, leaving senator Mereel - with a goofy
smile on his face - behind. The senator slowly comes out of
the mind-trick and is somewhat confused, not realizing what
he has just done.
EXT. CORUSCANT, SPEEDER-WAYS - DAY
A limousine-speeder with tainted windows flies through the
busy traffic.
INT. SPEEDER (CORUSCANT SPEEDER-WAYS) - DAY
Captain Typho is in the driver's seat of the luxurious
speeder, with Dorm� sitting next to him. Padm� and Anakin are
on the backseat, with R2-D2 sitting with the luggage behind
them.
Anakin looks outside and scans the surroundings for trouble.
PADME
...I didn't think I was cut out for
it, but when Sab� asked me to run
for senator, I couldn't refuse.
ANAKIN
I'm glad you agreed. The Republic
needs more people like you.
PADME
You don't like politicians, do you?
Anakin shrugs.
ANAKIN
I like two or three, but I'm not
really sure about them. I don't
think the system works.
PADME
Oh?
ANAKIN
We need a system where the
politicians sit down and discuss
the problems, agree what's in the
best interests of all the people,
and then do it.
PADME
That is exactly what we do. The
trouble is that people don't always
agree. In fact, they hardly ever
do.
ANAKIN
Then they should be made to.
PADME
That sounds an awful lot like a
dictatorship to me.
The speeder heads towards the Jedi Temple complex.
ANAKIN
Well, if it works...
PADME
Who's going to make them?
ANAKIN
I don't know. Someone.
PADME
You?
ANAKIN
No, not me.
PADME
Me?
ANAKIN
Maybe. Someone wise.
PADME
Wiser than you?
ANAKIN
I'm not wise.
PADME
You're a wiseguy!
They look at each other. Anakin can't keep a straight face,
and finally grins. Padm� bursts out laughing. Dorm� and Typho
are surprised.
PADME (CONT'D)
(laughs)
You're making fun of me!
ANAKIN
(grinning)
Me, of you?!
A brief pause, then Padm� turns to Anakin again.
PADME
Anakin, don't try to grow up too
fast.
Anakin meets her gaze, and the air between them becomes
electric. They look deeply into each other's eyes.
ANAKIN
I am grown up. You said it
yourself.
Padm� blinks first.
PADME
Please don't look at me like that.
Dorm� is alarmed by this.
ANAKIN
Why not?
PADME
Because it makes me feel
uncomfortable.
ANAKIN
(he doesn't mean it)
Sorry, M'Lady.
Padm� looks the other way, out the window. The Jedi
apprentice has a sly smirk on his face.
EXT. CORUSCANT, JEDI TEMPLE SPACEPORT DOCKS - DAY
The spaceport docks at the Jedi Temple complex are bustling
with activity. Various ships and fighters are parked in the
hangars.
A small group of people stands near a sleek, chrome craft.
INT. JEDI TEMPLE SPACEPORT DOCKS, HANGAR - DAY
Padm�, Captain Typho, Dorm�, and senator Bail Organa stand
near the spacecraft. Anakin and Obi-Wan exit the ship.
ANAKIN
Everything is ready. She seems fast
and reliable, senator Organa.
BAIL ORGANA
That she is.
PADME
Thank you for the ship, Bail. We'll
take good care of it.
BAIL ORGANA
Just take good care of yourself.
That's all I want. Nobody will
suspect you'll be at my summer
house on Alderaan.
PADME
You're a good friend. And remember,
you may now represent me in the
Senate. Your vote is my vote.
BAIL ORGANA
We will do what is right. You can
count on that.
CAPTAIN TYPHO
Be safe, milady.
PADME
Thank you, Captain.
Dorm� starts to weep as Padm� tenderly embraces her surviving
handmaiden in a fond farewell.
DORME
What if they realize you've left
the capital?
PADME
Then my Jedi protector will have to
prove how good he is.
Dorm� laughs through her tears as Padm� grins at Anakin.
Obi-Wan notices the grin, and pulls Anakin aside.
OBI-WAN
Anakin, you stay put on Alderaan.
Do not attract any attention to
either yourself or the senator, and
don't do anything without first
consulting either myself or the
Council.
ANAKIN
Yes, Master.
Obi-Wan looks at him uneasily, but turns back to Padm�.
OBI-WAN
I will get to the bottom of this
plot quickly, MiLady. You'll be
back here in no time.
PADME
Thank you, Obi-Wan.
ANAKIN
Time to go.
PADME
I know.
Padm� gives Dorm� one last hug and she follows Anakin inside
the ship, where Artoo is waiting for them.
OBI-WAN
May the Force be with you!
ANAKIN
May the Force be with you, Master.
The two young people disappear into the ship with Artoo.
INT. ORGANA STARSHIP, COCKPIT - MOMENTS LATER
They take their seats in the cockpit and Anakin starts the
engines.
PADME
Suddenly, I'm afraid.
ANAKIN
I'm a little anxious myself. This
is my first assignment on my own.
Padm� is wide-eyed, but recovers quickly.
ANAKIN (CONT'D)
But don't worry, we've got Artoo
with us.
Artoo beeps in the affirmative as the two laugh.
INT. JEDI TEMPLE SPACEPORT DOCKS, HANGAR
The ship starts to take off.
Obi-Wan continues to stare with worry at the ship.
OBI-WAN
I hope he doesn't try anything
foolish.
CAPTAIN TYPHO
I'd be more concerned about her
doing something than him.
EXT. CORUSCANT, JEDI TEMPLE SPACEPORT DOCKS - DAY
The starship slowly rises from the dock area, and moves into
the sky.
A MAGNIFIED IMAGE shows the chrome spaceship taking off from
the docks. A TARGET-TRACKING display locks on to the ship.
EXT. CORUSCANT, BUILDING ROOFTOP - CONTINUOUS
MBH sits on the edge of a rooftop. A simple droid stands
beside him, with some kind of long device attached to it. It
looks a bit as if MBH is fishing.
In the distance the great Jedi Temple can be seen, and the
docks.
The 'fishing-rod' on the droid automatically aims - and FIRES
a small projectile.
The projectile ROCKETS at full speed towards the accelerating
ship.
EXT. ORGANA STARSHIP, CORUSCANT SKY - CONTINUOUS
A TRACKING DEVICE attaches itself to the hull of the chrome
ship and activates itself.
The vessel speeds away from Coruscant.
MBH's VISOR-DISPLAY shows that the tracking device is
working.
EXT. CORUSCANT, BUILDING ROOFTOP - CONTINUOUS
MBH gets up and walks away, followed by his droid.
INT. JEDI TEMPLE, JEDI HALL OF RECORDS - DAY
On the walls, lighted computer panels seem to stretch into
infinity. Along the room in the background, JEDI are seated
at tables, studying archival material.
Obi-Wan is seated at a terminal.
He studies a star map on a screen and downloads some info
into a portable gizmo.
He looks around and sees Yoda standing in front of the bronze
bust of an elderly bearded man, which stands among a line of
other busts of Jedi in the Archive Room.
It is Dooku.
Yoda studies the striking features of the chiseled face.
Obi-Wan walks up to Yoda.
The small Jedi master is distracted in thought.
YODA
Hmm. He has a powerful face,
doesn't he?
He looks up.
YODA (CONT'D)
Dooku was one of the most brilliant
Jedi I have known.
(sighs)
His leaving was a great loss to the
Order.
Yoda stares at the bust.
YODA (CONT'D)
He was a very individual
thinker...often disagreed with the
Council. Always striving to become
a more powerful Jedi... To be the
best... Very strong, very
knowledgeable, hmm... And then he
lost faith in the Republic. Felt
the Jedi betrayed themselves by
serving the politicians.
OBI-WAN
Do you believe he still respects
the Jedi code, Master?
YODA
You mean turned to the Dark Side?
OBI-WAN
Is it possible?
YODA
Dooku had studied the old Sith,
that much is certain. But he has
always been noble, always
honorable. An idealist, does not a
traitor make!
Obi-Wan wisely leaves it at that.
OBI-WAN
I am ready to leave for Kamino,
Master. I'll report as soon as I've
got more on the assassin.
YODA
May the Force be with you.
Obi-Wan hesitates.
YODA (CONT'D)
There is more, young friend?
OBI-WAN
I am concerned for my padawan. He's
not ready to be on his own. He has
always had a special connection
with the senator, and now he's
confused, distracted.
Yoda chuckles.
YODA
Obi-Wan, you should have faith in
your apprentice. This will be a
test for him. He can become a great
Jedi knight.
OBI-WAN
If he follows the right path...
Yoda nods, somewhat concerned.
EXT. ORGANA STARSHIP - HYPERSPACE
The sleek Organa starship moves through the alternate
dimension of hyperspace.
INT. ORGANA STARSHIP, CORRIDOR
Padm� walks through a corridor, along the way making sure her
clothes and hair are in top condition for her to face the
attractive young escort.
INT. ORGANA STARSHIP, ANAKIN'S SLEEPING QUARTERS - CONTINUOUS
Padm� stops in the doorway when she sees Anakin asleep. The
young Jedi seems to be having a nightmare. He is very
restless.
ANAKIN
(dreaming)
No, no, Mom, no...
He wakes up with a start, then realizes where he is.
Padm� simply looks at him. He stares back, somewhat confused.
ANAKIN (CONT'D)
What?
PADME
You seemed to be having a
nightmare.
Anakin looks at Padm� a little more closely, trying to see if
he has revealed any of his secrets.
PADME (CONT'D)
Are you hungry?
Anakin gets up.
ANAKIN
Thank you.
They walk to the central hold area.
INT. ORGANA STARSHIP, CENTRAL HOLD AREA
Artoo-Detoo is busy placing lunch on the table when Padm� and
Anakin come in.
PADME
Excellent, Artoo. You're the best
handmaiden I've ever seen.
Artoo doesn't really like that remark. Padm� and Anakin
laugh.
They sit down and start to eat.
Padm� smiles.
PADME (CONT'D)
We should be there soon.
Anakin looks into Padm�'s eyes.
ANAKIN
You'll be safe on Alderaan. I'll
make sure of that.
Padm� is a little unnerved by his intense stare.
PADME
You have changed so much, Ani.
ANAKIN
Please don't call me that.
PADME
What?
ANAKIN
Ani.
PADME
I've always called you that.
ANAKIN
It's Anakin. When you say Ani it's
like I'm still a child - and I'm
not.
PADME
I'm sorry, Anakin. It's impossible
to deny you've -
She looks him over.
PADME (CONT'D)
- that you've grown up.
Padm� smiles at Anakin. He becomes a little shy.
ANAKIN
Master Obi-Wan manages not to see
it.
PADME
I'm sure he only has the best
intentions.
ANAKIN
Don't get me wrong...Obi-Wan is a
great mentor. Only...although I'm a
padawan learner, in some ways...a
lot of ways...I'm ahead of him.
I know I'm ready for the trials! He
knows it too, but he says I'm too
unpredictable... He just won't let
me move on. He just doesn't
understand!
PADME
(grinning)
That must be frustrating.
Padm� cannot suppress a laugh. She shakes her head.
ANAKIN
What?
PADME
I'm sorry - You sounded exactly
like that boy I once knew, when he
didn't get his way.
ANAKIN
I'm not whining! I'm not.
Padm� laughs.
PADME
I didn't say it to hurt you.
ANAKIN
I know... You haven't changed a
bit. You're exactly the way I
remember you in my dreams.
Another uneasy moment.
PADME
Were you dreaming about you mother
earlier?
ANAKIN
Yes... I've been seeing her in my
dreams... scary dreams. I worry
about her.
PADME
It must be difficult having sworn
your life to the Jedi... not being
able to visit the places you
like... or do the things you
like...
ANAKIN
Or be with the people I love.
PADME
Are you allowed to love? I thought
that was forbidden for a Jedi.
ANAKIN
Attachment is forbidden. Possession
is forbidden. Compassion, which I
would define as unconditional love,
is central to a Jedi's life, so...
you might say we're encouraged to
love.
This answer makes Padm� even more nervous. Anakin looks deep
into Padm�'s eyes.
A buzzer sounds. Padm� smiles.
PADME
We must be there.
ANAKIN
So soon? That's not right.
They get up and go to the cockpit.
INT. ORGANA STARSHIP, COCKPIT - CONTINUOUS
Anakin and Padm� enter the cockpit.
Anakin sits down at the controls and pulls the hyperspace
lever towards him.
Through the cockpit windows they see the streaking stars turn
into normal space.
Anakin checks a display. Behind him, Padm� is a bit nervous.
ANAKIN
We haven't arrived at Alderaan.
We're not even close! What's going
on? I programmed the navcom myself!
PADME
We're at Shadda-Bi-Boran.
ANAKIN
But how -
PADME
When you were asleep, I altered
course.
ANAKIN
You? But why -
PADME
I'm in no hurry to be locked up on
some boring planet. If I have to
get away from work I might as well
enjoy it.
Anakin is perplexed.
ANAKIN
Excuse me, Milady, but I'm in
charge of security here!
PADME
Excuse me! Come. Look over here.
Look!
She points at the side windows. Anakin follows.
He stares at the view.
EXT. SPACE, SHADDA-BI-BORAN
The chrome ship hangs in space in front of the battered and
abandoned remains of what once was a massive SPACE STATION.
Parts of the station float around.
Beyond that is a magnificent NEBULA, in all colors of the
rainbow. It's a breathtaking view.
Through the windows of the spaceship Padm� and an amazed
Anakin look at the sight.
INT. ORGANA STARSHIP, COCKPIT
Anakin stares outside.
ANAKIN
It's beautiful.
PADME
It was once a meeting place of the
rich and important. Congresses,
performances, casinos, baths - it
had it all. I used to come here
every now and then when I was only
just a senator. The wealth amazed
me.
ANAKIN
And the view.
He's looking at Padm� as he says this. His stare makes her
nervous, but she tries to keep her cool.
PADME
Yeah, the view is awesome.
(beat)
Funny, I never imagined myself as
someone who would like to visit a
place like that. Not everybody
there had high morals you know. I
guess nobody's perfect.
Anakin is still looking only at her. The atmosphere is
electrified.
ANAKIN
Some people are.
Padm� meets his gaze. They stare at each other for just a bit
too long.
Padm� moves closer.
PADME
(softly)
As I said, if I have to get away, I
might as well enjoy it.
They hesitate for a moment, then slowly, Anakin moves to kiss
her. She doesn't resist...almost there...
BOOM!!!!!
The ship is SHAKEN by an explosion and Anakin and Padm�
tumble over, Anakin on top.
PADME (CONT'D)
Ooooh!
ANAKIN
What the -
Recovering from the shock, Anakin jumps up and gets into the
pilot's seat. Padm� needs a little more time to recover.
The ship is rocked by a few more blasts.
ANAKIN (CONT'D)
Look!
Through the front windows we see a spaceship, the XIZOR, fly
overhead.
EXT. SPACE, SHADA-BI-BORAN
The XIZOR flies ahead of the chrome starship.
The Xizor is a sphere-shaped craft, with two wings on the
sides with laser cannons attached, and a projectile-launcher
at the bottom. The cockpit is positioned in the middle, with
sensors on the top. Large engines on the back.
INT. XIZOR, COCKPIT
Inside the XIZOR, the helmeted MYSTERIOUS BOUNTY HUNTER
adjusts his instruments. A schematic of the chrome ship in
front of him on a display.
MBH
Goodbye, senator!
EXT. XIZOR, SPACE, SHADA-BI-BORAN
At the back of the Xizor a compartment opens and a small
OBJECT is released. The ship flies on while the object floats
toward the chrome ship.
INT. ORGANA STARSHIP, COCKPIT
Padm� takes place in the copilot's seat as R2-D2 enters the
cockpit. Anakin is frantically working the controls. The
engines fire up.
ANAKIN
We've got to get moving!
Through the window they see the XIZOR moving further away.
PADME
He's not coming back... What's
that?
She points at the small object floating their way. Anakin
looks and yanks at the controls.
The ship starts moving and TURNS hard.
ANAKIN
It's getting close! Brace yourself!
EXT. SPACE, SHADA-BI-BORAN
The chrome ship makes a sharp turn and speeds away while the
small object comes closer and... EXPLODES in GIANT WAVES!
The ship speeds onwards as the waves hit some of the remains
of the space station and PULVERIZE them!
INT. ORGANA STARSHIP, COCKPIT
Padm� is shaken and holds on to her seat. R2-D2 is also
scared. Anakin frantically adjusts some controls.
ANAKIN
Shock-mine! That was close! Now
where is he?
PADME
Who cares? Let's get out of here!
ANAKIN
I've got the feeling he doesn't
want us to leave.
PADME
(rolls eyes)
Really?
A display starts beeping and flashing.
ANAKIN
Another one. Hang on!
EXT. SPACE, SHADA-BI-BORAN
Anakin maneuvers the ship in between the huge floating parts
of the space station, going at top speed.
Another EXPLOSION, followed by WAVES, SHATTERS some of the
station's parts, HITS the ship, and sends it TUMBLING out of
control.
The Xizor moves up behind the tumbling chrome starship.
INT. ORGANA STARSHIP, COCKPIT
Anakin tries to steady the ship.
EXT. SPACE, SHADA-BI-BORAN
The Xizor opens fire with its laser cannons.
Blasts erupt all around the chrome ship.
Anakin zigzags around the station parts.
The Xizor relentlessly fires, hitting the station's parts and
blasting all around the ship.
INT. ORGANA STARSHIP, COCKPIT
They almost hit some debris. Laserblasts all around them.
PADME
Watch out!
ANAKIN
Artoo, more power to the deflector
shield!
R2-D2 plugs into a console and gets to work.
ANAKIN (CONT'D)
Enough is enough!
PADME
What are you doing?
ANAKIN
Turning the tables!
EXT. SPACE, SHADA-BI-BORAN
Anakin hits the 'brakes' and the Xizor flies past the silver
ship.
INT. XIZOR, COCKPIT
MBH is surprised at this move.
INT. ORGANA STARSHIP, COCKPIT
Now the Xizor is in front of the chrome ship.
PADME
Shoot him!
ANAKIN
I'd love to but we haven't got any
weapons!
PADME
Great! Last time I borrowed a ship
from a pacifist!
Anakin doesn't let the Xizor move out of his sight. He's
getting closer.
ANAKIN
I thought you were a pacifist?
PADME
Only when I don't get shot at!
EXT. SPACE, SHADA-BI-BORAN
The two ships fly at full speed over a large part of the
space station, the Xizor in front, with the chrome ship just
behind.
INT. ORGANA STARSHIP, COCKPIT
ANAKIN
Hang on. We'll have to do it the
hard way!
PADME
What are you doing?!
EXT. SPACE, SHADA-BI-BORAN
Anakin takes the ship next to the Xizor - and BUMPS it
against the side!
One of the Xizor's laser cannons sparks up in flames.
INT. XIZOR, COCKPIT
Sparks are flying, alarms are whining.
MBH is shocked and yanks the throttle to get out of the way -
because a large TOWER is looming ahead of him, and he's being
pushed straight towards it!
EXT. SPACE, SHADA-BI-BORAN
The two ships are getting closer and closer to the tower, one
still pushing the other.
INT. ORGANA STARSHIP, COCKPIT
PADME
You're crazy! You'll get us all
killed!
ANAKIN
Not yet...
EXT. SPACE, SHADA-BI-BORAN, TOWER
The chrome ship turns out of the way and the Xizor heads
straight toward the tower.
There is no escape.
INT. XIZOR, COCKPIT
MBH screams.
EXT. SPACE, SHADA-BI-BORAN, TOWER
The Xizor fires all its weapons - lasers and projectiles - at
the tower.
Huge EXPLOSIONS and the Xizor disappears in the flames.
INT. ORGANA STARSHIP, COCKPIT
ANAKIN
That got him.
PADME
I hope so! This is not my idea of
enjoying myself.
ANAKIN
Really? I had a great time.
EXT. SPACE, SHADA-BI-BORAN, TOWER
At the other side of the tower a part of the wall is BLASTED
away.
Through the debris, the Xizor tumbles out, damaged, but not
destroyed.
INT. XIZOR, COCKPIT
MBH checks his instruments and spots the starship on his
screen.
He acquires a lock.
MBH
Not so fast, hot shot.
EXT. SPACE, SHADA-BI-BORAN
The Xizor fires a TORPEDO from its projectile-launcher.
The torpedo flies through the debris toward the chrome ship.
INT. ORGANA STARSHIP, COCKPIT
An alarm sounds. The crew looks in shock.
ANAKIN
A missile lock!
PADME
I thought you had him?!
ANAKIN
He doesn't seem to take a hint.
EXT. SPACE, SHADA-BI-BORAN
The chrome ship races through the beat up parts of the space
station, with the torpedo getting closer and closer.
INT. ORGANA STARSHIP, COCKPIT
ANAKIN
I can't shake him! Artoo, prepare
to jettison the spare parts
containers!
Artoo, still hooked up to the console, whistles a reply.
Through the window Padm� sees that Anakin is heading towards
a large hole in the main part of the station.
PADME
Watch out!
The ship flies into the station.
INT. STATION PART (SHADA-BI-BORAN)
The ship flies through the large hallways and up into a
tower, past a frozen waterfall - which heats up and glows for
a moment from the heat from the ship's engines.
The torpedo is on the ship's tail.
INT. ORGANA STARSHIP, COCKPIT
ANAKIN
Artoo, release them now!
R2-D2 does as ordered.
INT. STATION PART (SHADA-BI-BORAN)
From the back of the ship a compartment opens and several
containers float out.
EXT. SPACE, SHADA-BI-BORAN
A massive EXPLOSION destroys the tower, sending debris flying
all over the place.
INT. XIZOR, COCKPIT
MBH looks at the explosion. He checks his screen. Only debris
and what looks like some parts of the ship.
MBH
Mission accomplished.
EXT. SPACE, SHADA-BI-BORAN
The Xizor flies away from the station and jumps into
hyperspace.
EXT. SPACE, SHADA-BI-BORAN, DEBRIS
A large piece of debris floats into view. The chrome ship
appears from behind it.
INT. ORGANA STARSHIP, COCKPIT
ANAKIN
That was close, but we made it.
Nice work Artoo.
Artoo beeps.
PADME
That was much too close! Now let's
get out of here.
ANAKIN
We can't. Some of the systems are
fried, and we just dumped the spare
parts... Let's see what we can do,
Artoo.
He gets up.
ANAKIN (CONT'D)
What happened to this place anyway?
PADME
A Hutt didn't like losing in the
casino. He got even. Good thing
most people got away in time.
ANAKIN
Were you here at the time?
PADME
(angry)
No, but thanks for making up for
that missed opportunity!
Anakin is confused.
PADME (CONT'D)
(angry)
What were you thinking?! This isn't
some kind of game. We could have
been killed!
ANAKIN
Hey, I saved us! What did you want?
PADME
You should have jumped into
hyperspace straight away, instead
of fooling around like this!
ANAKIN
Hey, it wasn't me who wanted to go
on a sight seeing tour!
PADME
And it wasn't me who wanted to
fight without weapons! You Jedi are
far too reckless! And now we're
stuck here.
ANAKIN
(mumbling)
Hopefully not too long.
PADME
What?!
ANAKIN
Nothing.
He exits the cockpit, confused.
Artoo lets out a small whimper and follows Anakin.
Padm� stays sulking in her seat.
EXT. SPACE, KAMINO
Obi-Wan's JEDI-STARFIGHTER (including truncated astromech
droid R4-P17 attached to its wing) blasts out of hyperspace
and approaches the gray, storm-clouded planet KAMINO.
INT. JEDI STARFIGHTER, COCKPIT
On the display, the planet Kamino appears.
OBI-WAN
There it is, Arfour, Kamino.
R4-P17 bleeps.
The communications system crackles to life. A few ALIEN
WORDS, then...
KAMINO CONTROL
This is Kamino Control. We have you
on our screen. Please identify
yourself.
OBI-WAN
Kamino Control. I am Jedi master
Kenobi, ambassador of the Galactic
Republic. I request permission to
land.
Silence for a moment. Obi-Wan waits. Then -
KAMINO CONTROL
Permission granted. Please follow
the markings to Tipoca City.
OBI-WAN
Now let's see what these Kaminoans
have to say.
EXT. SPACE, KAMINO
Obi-Wan's fighter separates from its hyperspace transport
ring and heads down toward the planet.
EXT. TIPOCA CITY, LANDING PLATFORM (RAINSTORM) - DAY
Heavy rains and hard-driving winds lash the platform as Obi
Wan's fighter approaches.
The huge, ultra-modern city of TIPOCA rests on great stilts
that keep it above the pounding and ever-present waves that
cover the surface of this watery world.
The starfighter lands.
Obi-Wan gets out and makes his way through the howling wind
towards a tower on the far side of the platform.
A door slides open.
A shaft of brilliant light pierces the swirling rain.
Obi-Wan passes through it and goes inside.
INT. TIPOCA CITY, CORRIDOR ENTRANCE - CONTINUOUS
Brilliant white light. Obi-Wan pushes the soaking hood from
his face.
TAUN WE
Master Jedi, welcome to Tipoca
City.
Obi-Wan wipes the rain from his face and blinks in surprise
at a tall, pasty-white alien named TAUN WE. She has large,
almond shaped eyes.
TAUN WE (CONT'D)
Everything is ready. The Prime
Minister expects you.
OBI-WAN
(warily)
I-I'm expected?!?
TAUN WE
Of course! He is anxious to see
you. After all these years, we were
beginning to think you weren't
coming. Now please, this way.
INT. TIPOCA CITY, PRIME MINISTER'S OFFICE
The door slides open. Obi-Wan and Taun We enter and cross to
where LAMA SU rises smiling from his chair, which, like all
the furniture on Kamino, seems made out of pure light.
TAUN WE
May I present Lama Su, Prime
Minister of Kamino. And this is
Master Jedi -
OBI-WAN
Kenobi. Obi-Wan Kenobi.
LAMA SU
I trust you are going to enjoy your
stay. We are most happy you have
arrived at the best part of the
season.
OBI-WAN
You make me feel most welcome.
Lama Su gestures to a seat that comes down from the ceiling.
Obi-Wan sits down. Lama Su sits as well, while Taun We
remains standing.
The room is bathed in brilliant white light. The whole place
is ultra high-tech.
LAMA SU
And now to business: You will be
delighted to hear we are on
schedule. One million units are
ready, with another four million
well on the way.
Obi-Wan is lost, but improvises as best he can.
OBI-WAN
That is...good news.
LAMU SU
Please tell your master QUI-GON
JINN that we have every confidence
her order will be met on time and
in full. She is well, I hope.
OBI-WAN
(shocked)
I'm sorry? Master - ?
LAMU SU
Jedi Master Qui-Gon Jinn. She is
still a leading member of the Jedi
Order, is she not?
Obi-Wan is visibly puzzled.
OBI-WAN
Oh...yes. Qui-Gon Jinn.
I'm...afraid to say Master Qui-Gon
was killed almost six years ago.
LAMA SU
Oh, I'm sorry to hear that. But I'm
sure she would have been proud of
the army we've built.
OBI-WAN
The army?
LAMA SU
Yes - the clone army. And I must
say, one of the finest we've ever
created. And the largest.
OBI-WAN
(thinking furiously)
Tell me, Prime Minister, when my
Master first contacted you about
the army, did she say who it was
for?
LAMA SU
Of course she did. The army is for
the Republic.
Obi-Wan is visibly rocked by this.
LAMA SU (CONT'D)
But you must be anxious to inspect
the units for yourself.
OBI-WAN
That's why I'm here.
Obi-Wan and Lama Su rise and walk towards the door.
INT. TIPOCA CITY, CLONE CENTER, HATCHERY
Obi-Wan is led to a vast clone hatchery where thousands upon
thousands of translucent tubes can be seen, sticking out from
the floor at all angles, and an EMBRYONIC form in each of
them.
OBI-WAN
Very impressive.
LAMA SU
I hoped you would be pleased. Our
clones can think creatively. You'll
find that they are immensely
superior to the primitive clones
manufactured by others.
Obi-Wan gazes at the nearest embryos.
INT. TIPOCA CITY, CLONE CENTER, GROWTH DOME - CONTINUOUS
The Kaminoans take Obi-Wan through a vast dome. Countless big
test tube like cylinders are attached to the walls and to
pillars.
Identical BOYS and MEN of various ages are inside the tubes -
in stasis.
Kaminoan scientists are at work in the area.
LAMA SU
These are the F.E.T.T. CYLINDERS.
They allow us to grow the items at
accelerated speed. We awaken the
items halfway through their growth
period for the first part of the
education program. After
completion, we place them back to
fully mature.
Obi-Wan is amazed.
OBI-WAN
A massive operation.
LAMA SU
And highly perfected, I might add.
We have a very low number of
abortions.
Obi-Wan looks at the comatose face of a clone and winces
slightly.
INT. TIPOCA CITY, CLONE CENTER, CLASSROOM - CONTINUOUS
The tour continues through a large windowed tube, overlooking
large areas. Inside, a group of identical TEN YEAR OLD BOYS
in blue outfits sits at terminals.
LAMA SU
We take great pride in our combat
education and training programs.
This group was created about two
years ago.
OBI-WAN
You mentioned growth
acceleration...
LAMA SU
Oh yes, it's essential. Otherwise,
a mature clone would take a
lifetime to grow. Now, we can do it
in a quarter of the time. The items
we started when Master Jinn first
placed the order are already
mature.
INT. TIPOCA CITY, CLONE CENTER, CORRIDOR - CONTINUOUS
The trio continues to another area.
Suddenly, Obi-Wan tenses up as he sees TWO FIGURES dressed in
armor rather similar to that of the mysterious assassin he's
looking for.
They look a bit like Boba Fett from the original trilogy.
OBI-WAN
Who are they?
LAMA SU
Prototypes. Less modified than the
standard units. They may prove to
be useful for special operations
and for training purposes. Of
course they're somewhat more
expensive. An interesting project
nonetheless.
Obi-Wan looks back at the super troopers...
INT. TIPOCA CITY, CLONE CENTER, COMMISSARY - CONTINUOUS
They walk past a large eating area. Taun We follows as they
walk by HUNDREDS OF CLONES who look exactly alike, all
physically about twenty years old, dressed in red outfits.
They are seated at tables, eating.
LAMA SU
You'll find they are totally
obedient, taking any order without
question. We modified their genetic
structure to make them less
independent than the original host.
OBI-WAN
Who was the original host?
LAMA SU
A warrior named JANGO PANAKA. We
felt a Jedi would be the perfect
choice, but Master Jinn disagreed.
Obi-Wan is surprised.
OBI-WAN
Jango Panaka?!
LAMA SU
You know him, master Jedi?
OBI-WAN
We've met. Where is he now?
LAMA SU
Oh, he is out on business now, but
we expect him back shortly.
Obi-Wan looks up at these words.
LAMA SU (CONT'D)
He lives here, but he's free to
come and go as he pleases. He has
been very helpful with the combat
training programs.
OBI-WAN
I would very much like to meet
mister Panaka.
TAUN WE
I would be most happy to arrange it
for you once he has returned.
They walk through the tube overlooking a large area.
TROOPS are practicing in martial arts, stand in formation and
some are dressed in white armor, lined up in front of a
helmet-dispensing machine.
EXT. TIPOCA CITY, PARADE GROUND (RAINSTORM) - CONTINUOUS
Obi-Wan, Lama Su and Taun We come out onto a balcony.
Below is a huge parade ground. The rain and wind are brutal.
THOUSANDS OF CLONETROOPERS can be seen below.
Every clone wears white armor and a helmet that covers their
faces, and each is wielding a blaster rifle.
They look like an early version of Imperial Stormtroopers
from the Original Trilogy.
They move in perfect military formation, entire formations
moving as one, in a stunning parade of might despite the
pouring rain.
Beyond the formations, heavily armed GUNSHIPS are parked on
the ground.
LAMA SU
(beaming)
Magnificent, aren't they?
Obi-Wan nods slowly. He is both awed and terrified at the
sight before him.
EXT. SPACE, SHADA-BI-BORAN
The ship lies motionless in space. R2-D2 is at work on the
outside of the craft.
INT. ORGANA STARSHIP, CENTRAL HOLD AREA
Padm� is lying on a bench, half asleep, when Anakin comes in.
She sits up.
ANAKIN
Artoo is fixing the engine. The
rest will hold. We'll be ready to
go in a few hours.
He suppresses a moan.
PADME
Good. We better get some sleep
then.
She gets up and walks past Anakin, then stops.
PADME (CONT'D)
Anakin, about what happened... I
just want to say -
ANAKIN
You were right. My job is to
protect you, not get you in more
danger.
They look into each other's eyes. Padm� wants to say
something, but Anakin is quicker.
ANAKIN (CONT'D)
We should get some rest.
He walks away.
EXT. TIPOCA CITY (RAINSTORM) - DAY
Rain lashes the city. Below, mighty waves pound the stilts,
breaking almost to the height of the platforms.
EXT. TIPOCA CITY, MILITARY STAGING AREA - DAY
Rows of military vehicles and gunships are parked on the
ground.
A Gunship transports a six-legged walker.
Obi-Wan looks at it through a window in one of the large
buildings. Taun We approaches him.
INT. TIPOCA CITY, OBSERVATION ROOM - CONTINUOUS
TAUN WE
Master Kenobi, Jango Panaka has
returned. We can see him now if you
wish.
OBI-WAN
Thank you.
INT. TIPOCA CITY, CORRIDORS - DAY
Taun We and Obi-Wan walk through hallways and transparent
tubes. Kaminoans go around their business.
They pass an area where clone children learn to stand in
formation and hold a weapon the right way. A droid inspects
them one by one.
OBI-WAN
You must have contracted a lot of
material from others for this army.
TAUN WE
And we have done so most
discreetly, as your master
requested. Of course, our prime
assignment is to create the clones.
The Republic will have to supply
much of the material for it to be
fully operational.
Behind them, the droid has reached a child-soldier who holds
his weapon the wrong way.
OBI-WAN
I'm sure many systems will be eager
to supply all that is needed...
The droid zaps the child to correct it. As Obi-Wan and Taun
We leave the area, the child screams.
INT. TIPOCA CITY, CORRIDOR OUTSIDE PANAKA APARTMENT - DAY
Obi-Wan and Taun We arrive at an apartment. Taun We waves her
hand, and a muted bell rings. Then the door slides open to
reveal a simple utility droid.
TAUN WE
Is your master here?
The droid bleeps in response.
TAUN WE (CONT'D)
May we see him?
A brief pause, then the droid moves aside, and Taun We and
Obi-Wan go through.
INT. TIPOCA CITY, PANAKA APARTMENT - CONTINUOUS
Obi-Wan and Taun We enter the apartment. Obi-Wan looks around
the room.
JANGO PANAKA comes in from the bedroom.
He wears a jumpsuit. He is unshaven and mean looking, his
face pitted with the scars of old wounds.
He eyes Obi-Wan with a combination of surprise and suspicion.
TAUN WE
Jango, welcome back. Was your trip
productive?
JANGO
Fairly.
Obi-Wan and Jango size each other up.
TAUN WE
This is Jedi Master Obi-Wan Kenobi.
He has come to check on our
progress.
JANGO
That right?
(smiling)
It's been a long time, old friend.
Jango smiles, but his eyes fix Obi-Wan coldly.
OBI-WAN
Yes it has. Nice to see you again,
Jango.
Obi-Wan finally gives up the stare-down and looks around the
apartment. Jango is maintaining a perfect poker face, with a
hint of a smile.
OBI-WAN (CONT'D)
Your clones are very impressive.
You must be proud. I was surprised
to hear you volunteered to be their
template.
JANGO
(shrug)
Only doing my part for the
Republic.
OBI-WAN
Aren't we all. Master Qui-Gon Jinn
was wise to ask you.
JANGO
I'm sorry?
OBI-WAN
Master Qui-Gon. Is she not the Jedi
who asked you for this job?
JANGO
No. Hardly knew her before she was
killed.
OBI-WAN
Really?
JANGO
I was recruited by a man called
Tyranus, on one of the moons of
Bogden.
OBI-WAN
I thought -
TAUN WE
Qui-Gon Jinn told us to expect a
template, and he showed up just
when your master said he would. We
have kept the Jedi's involvement a
secret until your arrival, just as
Master Jinn requested.
Obi-Wan is even more concerned at this.
OBI-WAN
Curious...
JANGO
Do you like your army?
OBI-WAN
I look forward to seeing them in
action.
JANGO
(grin)
They'll do their job well.
OBI-WAN
Thanks for your time, Jango.
JANGO
It was a pleasure to see you again.
Obi-Wan and Taun We leave. The door slides closed.
Jango looks thoughtfully at his droid.
JANGO (CONT'D)
Pack my things. We're leaving.
EXT. SPACE, SHADA-BI-BORAN
The Organa ship sits in space.
INT. ORGANA STARSHIP, ANAKIN'S SLEEPING QUARTERS
Anakin moves restlessly in his sleep. He mutters to himself.
Sweat forms on his forehead. He turns violently.
ANAKIN
No...No...No...MOM! Don't...no,
don't!
INT. ORGANA STARSHIP, PADME'S SLEEPING QUARTERS
In her bed, Padm� looks up as she hears Anakin.
INT. ORGANA STARSHIP, COCKPIT
Padm� finds Anakin in the cockpit. He stands facing the
nebula in the distance, eyes closed, hands behind his back.
Not wanting to interrupt him, she turns to leave.
ANAKIN
(eyes closed)
Don't go.
PADME
I don't want to disturb you.
ANAKIN
I like your presence.
A brief pause. Padm� hesitantly walks up to him.
PADME
You had a nightmare again.
ANAKIN
Jedi don't have nightmares.
PADME
I heard you.
Another beat. Anakin slowly opens his eyes and looks at her.
ANAKIN
I saw my mother. I saw her as
clearly as I see you now. She is
suffering, Padm�. She's in pain!
His face stricken with grief and worry, he turns.
ANAKIN (CONT'D)
I know I'm disobeying my mandate to
protect you. I know I will be
punished, and possibly thrown out
of the Jedi Order.
He finally looks at her.
ANAKIN (CONT'D)
But I have to go. I have to help
her. I'm sorry. I don't have a
choice.
Padm� looks at him and sees his determination.
PADME
(gently)
Ani, I told you I was in no hurry
to go to Alderaan. I'll go with
you. That way you can continue to
protect me.
INT. TIPOCA CITY, CORRIDOR ENTRANCE - LATE DAY
Obi-Wan stands with Taun We just inside the open door.
TAUN WE
Tell your Council that the first
battalions are ready. And remind
them that if they need more troops,
it will take more time to grow
them.
OBI-WAN
I won't forget. And thank you.
TAUN WE
Thank you.
EXT. TIPOCA CITY, LANDING PLATFORM (RAINSTORM) - CONTINUOUS
Obi-Wan comes out from the tower into the poring rain. The
door closes behind him.
He pulls his robe around him and stands braced against the
gale.
Obi-Wan glances back towards the closed door, confirming that
Taun We has left.
Below, a huge wave crashes against the stilts. Spray flies
high and whips across the platform to where Obi-Wan is
standing.
Obi-Wan looks around and spots another spacecraft on a nearby
platform. It's the Xizor.
EXT. TIPOCA CITY, XIZOR LANDING PLATFORM - CONTINUOUS
Obi-Wan walks over a small bridge towards the platform where
the Xizor is parked.
He notes the burn marks on the craft.
He studies the door mechanism and presses a few buttons.
The hatch opens and Obi-Wan goes inside.
INT. XIZOR, COCKPIT - MOMENTS LATER
Obi-Wan enters the cockpit and studies the controls. He
activates a display on the control panel and punches some
buttons.
On the screen, data flashes by.
Obi-Wan is suddenly distracted and looks around.
He switches off the control panel and walks out of the
cockpit into the cargo hold.
EXT. TIPOCA CITY, XIZOR LANDING PLATFORM - LATE DAY
Obi-Wan exits the Xizor and looks around. Jango's droid
stands there, towing a sled carrying crates and boxes.
JANGO (O.S.)
Found what you're looking for?
Obi-Wan twists around and stands face to helmet with Jango,
fully dressed in the MYSTERIOUS BOUNTY HUNTER'S armor!
OBI-WAN
How did it come to this, Jango?
JANGO
It's just a job, Kenobi.
They eye each other for a moment, then -
OBI-WAN
You're coming with me.
JANGO
I don't think so.
Jango fires several SABER DARTS from the armor on his knees!
Obi-Wan waves his hand and the darts are deflected by the
Force.
Jango draws a blaster and aims it at Obi-Wan, who instantly
uses the Force to PULL it out of Jango's hand and into his.
He aims it at Jango.
Jango jumps aside and draws his other blaster and shoots at
Obi-Wan, who rolls away and shoots back with the blaster in
his hand.
Jango ducks away behind a pillar.
Obi-Wan also takes cover behind a pillar.
Jango continues to fire at Obi-Wan's position.
Obi-Wan fires back blindly, still taking cover.
This isn't getting him anywhere - He looks at the blaster in
his hand.
OBI-WAN
Right!
Obi-Wan tosses the blaster away and pulls his lightsaber from
his belt.
Obi-wan ignites his lightsaber!
He gets up and turns to face Jango.
Jango continues firing, but Obi-Wan deflects all the bolts
and moves closer.
Obi slashes, but Jango takes off using his JETPACK, still
blasting at Obi-Wan.
Jango continues to fire as he flies away from Obi-Wan.
Under the barrage of bolts, Obi-Wan struggles to deflect
every bolt.
He rolls off to the side to avoid the bolts as Jango flies
off behind a tower.
Crouching on a ledge at the top of the tower, Jango barks an
order in an ALIEN LANGUAGE.
INT. XIZOR, COCKPIT
In the cockpit, the controls light up at Jango's commands.
EXT. TIPOCA CITY, XIZOR LANDING PLATFORM - CONTINUOUS
Jango is still crouched on top of the tower.
Below him Obi-Wan moves around, looking for him.
Suddenly, the Xizor turns and moves its lasercannons.
Jango looks at a picture-in-picture on his visor-display.
Jango VOICE-COMMANDS his ship to aim its cannons at Obi-Wan.
Obi-Wan senses something and turns just in time to see the
Xizor opening fire on him with one of its heavy blasters.
The shot almost blows Obi-Wan to pieces; he's sent sprawling
by the report and he accidentally DROPS his lightsaber.
The weapon skids across the wet surface of the landing
platform.
Jango appears from above and jumps down.
Obi-Wan recovers, and with a yell, leaps forward to jump-kick
Jango in the face.
Jango crashes back onto the landing platform and drops his
blaster.
Obi-Wan lands on his feet.
Jango quickly recovers and charges forward.
Meanwhile, Jango's droid moves into the ship with the
luggage.
Obi-Wan Force-pushes Jango off his feet.
Jango crashes to the ground.
Obi-Wan moves in, but Jango gets up and fires his ELECTRO
RAY.
Because he's soaking wet, the effect on Obi-Wan is amplified.
He's engulfed in the lightning and drops to the ground
twitching.
Jango runs up to Obi-Wan, who gets up just in time.
In close quarters, Obi-Wan then judo flips Jango over his
back.
Jango hits the ground hard but recovers quickly as Obi-Wan
moves in for an attack.
The two warriors fight hand-to-hand in the pouring rain.
Jango head-butts Obi and grabs him by his waist.
He then sweeps Obi-Wan off his feet and flips him over,
bringing him crashing down over his bent knee.
A stunned Obi-Wan lands and skids over the wet surface.
He then comes to a halt on the ground and spots something:
his lightsaber.
Jango suddenly appears, flying towards Obi-Wan.
Obi-Wan gets up and reaches for his lightsaber - to summon it
with the Force.
Jango fires a cable from his wrist that wraps around Obi
Wan's hands and he fails to catch his lightsaber.
Jango flies on, still tied to Obi-Wan.
Obi-Wan is DRAGGED along the ground.
Obi-Wan then rolls to one side while being dragged.
He manages to roll around, to the other side of one of the
oncoming pillars.
He then jumps up and wraps the cable around the pillar,
pulling with all his weight against the momentum of the wire.
Jango CRASHES to the ground, near the side of the platform.
The jetpack shoots off on its own and into the side of a
building, exploding.
Jango is stunned.
Obi-Wan - with his hands still tied - charges.
Jango spots one of his blasters and dives towards it.
He grabs the blaster and points at Obi-Wan who jumps and
kicks Jango over the side of the platform.
Jango loses his blaster and begins to slide down the angled
side of the platform.
Obi-Wan realizes he is still tied to Jango by the cable.
OBI-WAN
Oh, not good!
Obi-Wan, still connected to Jango by the cable, gets pulled
to the edge of the platform and falls over.
On the steep and slippery side of the platform, Jango
activates the claws on the side of his forearm. Jango then
digs his "claws" into the platform.
Obi-Wan continues down, past Jango and falls over the edge.
Still tied to Jango, Obi-Wan hangs, nothing between him and
the raging sea.
The Jedi begins to swing back and forth.
Jango is gradually getting pulled more and more down.
With a huge effort, he manages to push the button on his arm
to release the cable.
Obi-Wan free-falls.
EXT. TIPOCA CITY, SERVICE PLATFORM - CONTINUOUS
Obi-Wan throws the wire to wrap around a pole, stopping his
descent.
He swings and drops onto a small service platform just over
the waves.
He painfully climbs to his feet.
EXT. TIPOCA CITY, XIZOR LANDING PLATFORM - CONTINUOUS
When Jango looks down, the Jedi has disappeared.
Jango uses his forearm claws to climb back to the landing
platform.
He BARKS an ALIEN COMMAND.
INT. XIZOR, COCKPIT
The control panel in action. The engines ROAR.
EXT. TIPOCA CITY, SERVICE PLATFORM - LATE DAY
Obi-Wan removes the cable from his wrists and uses the Force
to open a door. He runs inside.
EXT. TIPOCA CITY, XIZOR LANDING PLATFORM - LATE DAY
Jango enters his ship, exhausted.
Obi-Wan comes running out onto the landing platform and spots
his lightsaber laying on the ground.
This time he retrieves it successfully with the Force and
turns it on just as the ship's engines roar even louder.
Obi-Wan watches from the platform as the Xizor takes off.
It disappears into the lowering sky, as lightning flashes.
Rain lashes the tower and streams the surface of the platform
where Obi-Wan stands, watching.
EXT. TIPOCA CITY, LANDING PLATFORM (RAINSTORM) - LATE DAY
Obi-Wan walks back to the platform where his fighter is
parked.
He walks over to his starfighter, looks to see if anyone is
watching, then addresses Arfour.
OBI-WAN
Arfour.
R4-P17, the fighter's astromech droid, switches on and beeps.
OBI-WAN (CONT'D)
Arfour, relay this, "scramble code
five," to Coruscant: care of "the
old folks home."
Arfour beeps and whistles. The panels light up inside the
cockpit. A transmitter dish emerges from the top of the
starfighter and the message is transmitted.
INT. JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON
Yoda and Mace Windu are surprised at the revelations as a
hologram of Obi-Wan (out in the rain by his starfighter)
stands between them broadcasting the message.
The signal is very weak - the image fades in and out. Obi-Wan
has to shout to make himself heard over the howling wind and
rain.
MACE WINDU
Do you think these cloners are
involved in the plot to assassinate
senator Naberrie?
OBI-WAN
(hologram)
No, Master. There appears to be no
motive. They say Master Qui-Gon
Jinn placed the order for the clone
army at the request of the Council
before she was killed. I find it
very hard to believe that! Did the
Council ever authorize the creation
of an army?
MACE WINDU
No. Whoever placed that order did
not have the authorization of the
Jedi Council, I can assure you.
OBI-WAN
(hologram)
The first battalions are ready for
delivery. They're expecting us to
come for them.
YODA
We will handle it.
OBI-WAN
(hologram)
Panaka claimed he was recruited by
someone called Tyranus, and I found
his ship programmed for the
Karthakk System.
YODA
The Karthakk system... Hmm...
Geonosis is located there. The
Geonosians manufacture droids. Go
there and investigate, Obi-Wan.
OBI-WAN
(hologram)
Yes, Master. I'll report back when
I have found out more. May the
Force -
The hologram switches off, and Obi-Wan fades away.
MACE WINDU
A clone army, ordered by an
imposter Jedi! We must get to the
bottom of this!
YODA
Many questions will be asked about
this.
The two masters look at each other, realizing the situation
they're in.
EXT. SPACE, TATOOINE
The small, chrome starship heads toward the desert planet
Tatooine.
INT. ORGANA STARSHIP, COCKPIT
ANAKIN
All I know is that they have a
moisture farm somewhere outside Mos
Eisley. It may take us a bit to
find it.
PADME
If your mother is still there. It's
been a long time.
ANAKIN
Yes, I'm sure she is...
EXT. SPACE, TATOOINE
The starship heads into the Tatooine atmosphere.
DISSOLVE TO:
EXT. TATOOINE, BLUFF OVERLOOKING HOMESTEAD - LATE DAY
The starship descends, hovers, and lands on a bluff.
Anakin and Padm� get out.
They look down from the edge of the bluff to where the
homestead (the same as in A New Hope) is seen on the desert
floor below.
PADME
Stay with the ship, Artoo.
Artoo whistles. Anakin looks at the homestead.
PADME (CONT'D)
I hope the directions we got were
right.
Anakin and Padm� start down the trail towards the homestead.
EXT. TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - MOMENTS
LATER
Upon arriving at the Lars' moisture farm, Anakin and Padm�
discover SEE-THREEPIO working outside.
The droid now has a grey, beat-up metal skin.
Threepio trundles up to them.
SEE-THREEPIO
Oh, hello. How might I be of
service? I am SEE-THREEPIO.
ANAKIN
The droid? You're finished.
SEE-THREEPIO
Excuse me?
ANAKIN
Never mind. I've come to see my
mother, Shmi Skywalker. Is she
here?
SEE-THREEPIO
Yes, mistress Shmi is here. Please
follow me.
Threepio leads them down into the courtyard.
EXT. TATOOINE, HOMESTEAD, COURTYARD - MOMENTS LATER
Anakin, Padm�, and Threepio arrive in the courtyard. Threepio
shuffles ahead.
SEE-THREEPIO
Master Lars! Might I present two
visitors?
OWEN LARS and BERU WHITESUN come out into the courtyard. Both
are in their early twenties, plain-looking.
Suddenly Anakin recognizes the young man.
ANAKIN
Owen? Owen Lars?
Owen recognizes the young Jedi.
OWEN
Yeah. You've grown up, Anakin. Long
time no see!
The two shake hands.
ANAKIN
It's good to see you again, Owen.
You remember Padm�?
PADME
Hello Owen.
OWEN
How could I forget. This is my
girlfriend, Beru Whitesun.
BERU
Hello.
OWEN
I had a feeling you might show up
some day.
ANAKIN
Is my mother here?
CLIEGG (O.S.)
She's out in the garage.
CLIEGG LARS walks into the courtyard. The suns and hard work
have taken their toll on the man's face.
ANAKIN
Cliegg!
CLIEGG
Shmi is my wife now... Come on
inside. She'll be -
SHMI (O.S.)
Cliegg?!
He looks up at the edge of the homestead. Anakin's mother
SHMI SKYWALKER stands there.
SHMI (CONT'D)
Cliegg, what's that ship doing
here?
ANAKIN
Mom!
SHMI
Anakin? Anakin, is that you?!
Shmi runs down the stairs and Anakin rushes towards her. Shmi
looks at him.
SHMI (CONT'D)
Anakin, it is you! You've come
back!
ANAKIN
Mom. You're alright! You're okay!
They embrace each other. The others look on, smiling.
INT. HOMESTEAD, KITCHEN - LATE DAY
Beru puts several cups of blue milk on a tray and exits the
kitchen.
CLIEGG (O.S.)
We got married a year after we got
here. I couldn't live without your
mother.
INT. HOMESTEAD, DINING AREA - CONTINUOUS
Cliegg, Owen, Shmi, Padm� and Anakin sit around the table,
Beru brings the drinks from the kitchen.
SHMI
I'm so glad you're here, Anakin.
And a Jedi! I knew you would make
it.
ANAKIN
I'm on assignment to protect Padm�,
but -
SHMI
What is it, Ani?
ANAKIN
I dreamt about you. Bad things. I
was convinced something terrible
had happened to you, mom. I'm so
glad you're alright.
OWEN
Protect Padm�? From what?
PADME
I'm not really in a lot of danger.
Nobody knows I'm here anyway.
This doesn't reassure Owen at all.
CLIEGG
Is she in danger?
ANAKIN
I'm afraid so.
PADME
But not much.
ANAKIN
Don't worry. I won't let any harm
come to anyone.
He looks at Shmi.
ANAKIN (CONT'D)
I promise.
EXT. TATOOINE, HOMESTEAD MOISTURE FARM - TWILIGHT
The suns set over the desert. Anakin stands looking out into
the desert, distracted in thought.
Padm� walks up to him from inside.
PADME
A credit for your thoughts.
Anakin looks at her and smiles.
ANAKIN
Everything seems perfect now.
(beat)
I guess I was wrong. There was no
danger at all.
Padm� sighs and shakes her head.
PADME
Anakin, I met a lot of guys in my
life -
Don't say that!
PADME (CONT'D)
- but never one like you.
Oh, no...
ANAKIN
Look, I'm sorry. I -
Padm� KISSES him!
It's a little awkward at first, especially for him, but they
soon get the hang of it.
SEE-THREEPIO (O.S.)
Master Anakin, Miss Padm� -
They break the kiss and look at C-3PO.
SEE-THREEPIO (CONT'D)
Diner is served.
Before Anakin can say anything, Padm� has already made for
the door, leaving him in total confusion.
C-3PO looks at him and doesn't understand.
DISSOLVE TO:
INT. HOMESTEAD, DINING AREA - EVENING
Everyone is seated at the table, having diner. They're all in
a good mood.
ANAKIN
And when that didn't work, we went
into..."aggressive negotiations".
OWEN
"Aggressive negotiations." What's
that?
ANAKIN
Uh, well, negotiations with a
lightsaber.
OWEN
Oh.
Everybody laughs.
CLIEGG
Perhaps you can deal with the
TUSKEN RAIDERS through "aggressive
negotiations".
SMHI
Cliegg...
PADME
Tusken Raiders?
CLIEGG
Yeah, the Sand People. The natives.
They've been raiding some of the
farms lately. An aggressive tribe.
Don't like us out here in the
desert. They think they own the
sand. They're vicious animals,
quick and violent.
SHMI
Perhaps they're short on water.
CLIEGG
(angry)
If they want something, they should
ask! I don't want you out at those
moisture vaporators on your own!
It's too dangerous.
SHMI
Don't be silly. I'm not a threat to
them.
Anakin has followed this conversation with interest.
ANAKIN
Nothing will happen while I'm here.
I assure you of that.
Beru changes the subject and turns to Padm�.
BERU
What's it like on Coruscant?
PADME
Busy, crowded, hectic, noisy. Not
like here at all.
BERU
I think I like it here better.
PADME
Maybe you'll come and see it one
day.
BERU
I don't know. I don't like to
travel.
Anakin moves his fingers. The fruit flies from Padm�'s plate
into his.
Everybody is amazed at his 'magic' skill.
ANAKIN
I'm not really supposed to do that -
for fun, I mean. If Master Obi-Wan
were here, he'd be very grumpy.
OWEN
What's he like, Obi-Wan?
ANAKIN
Oh, a solid, reliable guy. You'd
like him.
Grinning, Anakin cuts the fruit into several pieces and sends
one back to Padm�. She picks it with a fork and bites it.
She laughs. Everybody does.
Padm� and Anakin look at each other and smile.
Shmi notices the way they are looking at each other.
EXT. TATOOINE, BLUFF OVERLOOKING HOMESTEAD - EVENING
R2-D2 and C-3PO are outside the chrome ship. Artoo whistles
something.
SEE-THREEPIO
Space travel sounds dangerous.
Artoo continues.
SEE-THREEPIO (CONT'D)
Adventure? Excitement? A droid does
not crave those things!
INT. ORGANA STARSHIP, CENTRAL HOLD AREA - NIGHT
Anakin enters the area.
Padm� is sitting on the couch - in her nightgown.
She motions for him to sit down. Anakin takes place besides
her.
They quietly stare at each other.
He starts to lean in to kiss her, but Padm� moves back.
PADME
(sighs)
Anakin, no...
Padm� clears her throat.
PADME (CONT'D)
About what happened today, I mean,
with us -
ANAKIN
Padm�...from the moment we met, all
those years ago, I never stopped
thinking about you. And now that
I'm with you again, I can't stand
the thought of leaving you.
Silence. Padm� meets his eyes, then looks away.
ANAKIN (CONT'D)
If you feel the same, tell me.
PADME
I can't. We can't. It's just not
possible.
ANAKIN
Anything's possible. Padm�, please
listen -
PADME
You listen! We live in a real
world. Come back to it. You're
studying to become a Jedi Knight,
and I'm a senator. We should try to
forget what happened.
ANAKIN
Then you do feel something!
PADME
I will not let you give up your
future for me.
ANAKIN
You're asking me to be rational. I
can't do that. Believe me, I wish I
could just turn off my feelings...
but I can't.
Padm� puts distance between herself and Anakin.
PADME
I am not going to give in to this!
Silence. Anakin is thinking.
ANAKIN
It wouldn't have to be that way.
We...we could keep it a secret.
PADME
Then we'd be living a lie - one we
couldn't keep up even if we wanted
to. I couldn't do that. Could you,
Anakin? Could you live like that?
Silence for a moment.
ANAKIN
(sadly)
No. You're right.
EXT. SPACE, GEONOSIS
The red planet GEONOSIS is circled by a large ASTEROID RING
SYSTEM.
Obi-Wan's starfighter, attached to the hyperspace transport
ring, appears in space close to the rings.
INT. JEDI FIGHTER (SPACE)
OBI-WAN
Geonosis. Looks nice enough. We can
use the rings to cover our
approach.
R4-P17 whistles a reply.
EXT. SPACE, GEONOSIS RINGS
The starfighter separates from its hyperspace ring and flies
into the asteroid field.
The starfighter then flies through the asteroid field,
towards the planet.
INT. JEDI FIGHTER (ASTEROID FIELD)
Several images appear on the cockpit display.
OBI-WAN
There's an unusual concentration of
Trade Federation ships over there.
EXT. SPACE, GEONOSIS, STARSHIP ASSEMBLY POINT
At the edge of the rings, a group of TRADE FEDERATION
STARSHIPS hangs above the planet.
Several ships are missing their center sphere.
One of the ships detaches its center sphere. The sphere - the
Core ship - heads toward the planet.
A smaller TECHNO UNION STARSHIP shoots by, coming from the
planet below.
Several FIGHTERS fly around the vessels.
INT. JEDI FIGHTER (ASTEROID FIELD)
OBI-WAN
Track that Core Ship, Arfour.
That's the location we're heading.
We'll have to move fast to avoid
detection.
EXT. SPACE, GEONOSIS RINGS
The Jedi starfighter is near the end of the rings.
The fighter accelerates towards the planet.
EXT. SPACE, GEONOSIS
The small starfighter shoots towards the planet and hits the
atmosphere.
EXT. GEONOSIS, ATMOSPHERE
The air glows around the starfighter as it shoots straight
down towards the planet's surface.
INT. JEDI FIGHTER (GEONOSIAN ATMOSPHERE)
Inside, an alarm sounds. Arfour lets out some alarming
whistles.
OBI-WAN
I know we're going too fast! Just
make sure the shields hold. I'll
take care of the rest!
(to himself)
This is why I don't like to fly!
EXT. GEONOSIS - TWILIGHT
The glowing starfighter plummets towards the surface, leaving
a vapor trail behind in the yellow Geonosian sky.
INT. JEDI FIGHTER
An alarm sounds. Arfour warns Obi-Wan.
The Jedi is concentrated and worried, jerking at the
protesting controls.
OBI-WAN
I know! I am pulling up! I am
pulling up!
EXT. GEONOSIS, ROCK FORMATIONS - TWILIGHT
The fighter plummets down towards huge rock formations.
It looks like it's going to hit the rocks, but it disappears
behind them.
Nothing.
No explosion.
EXT. GEONOSIS, CANYON - CONTINUOUS
The starfighter flies safely through a canyon!
INT. JEDI FIGHTER
Obi-Wan wipes the sweat off his face.
OBI-WAN
That was close. Okay, let's put her
down.
EXT. GEONOSIS, ROCK PLATEAU - TWILIGHT
Obi-Wan's ship skims across the top of a small mesa along the
edge of a rocky ridge.
He maneuvers under a rock overhang and lands.
He gets out of the fighter and walks onto the mesa.
The wind whips at him.
He looks around.
Geonosis is a rock planet, featureless apart from buttes and
mesas, strange rock formations, cracks, craters and geysers
in the rocky ground, and occasional tall stalagmites that
stand out dramatically on the arid plains.
R4-P17 whistles something.
OBI-WAN
Alright, see what you can do. Most
of it looks okay. I'm going to
check this place out.
The night is quiet, except for an occasional weird cry.
Obi-Wan checks his bearings, then heads away, leaving a
rather worried Arfour behind.
EXT. GEONOSIS, ROCK FACE TRAIL - TWILIGHT
Obi-Wan walks onto a ridge.
He overlooks the landscape that lies beyond.
Strange stalagmite towers stand in the distance.
Obi-Wan takes his electro binoculars and takes a look.
Through his electro binoculars Obi-Wan sees the stalagmites
and several other weird buildings, and on the ground among
them are some spots: ships.
A Techno Union freighter takes off into the sky.
Obi-Wan walks on.
EXT. TATOOINE, BLUFF OVERLOOKING HOMESTEAD - EARLY DAY
The chrome ship stands near the homestead.
Tatooinian chickens walk around.
INT. ORGANA STARSHIP, CENTRAL HOLD AREA
Anakin walks in and finds Padm� in the central hold area.
Artoo is there too.
When she notices him she quickly walks away without saying a
word.
Anakin sighs.
ANAKIN
I don't know, Artoo. I don't know
what to do.
Suddenly he hears Owen yelling outside.
He runs out. Padm� is behind him.
EXT. TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - EARLY DAY
Outside, they find Owen helping Cliegg off his swoop bike.
The man is injured and in great pain.
Beru comes running to them from the homestead.
Anakin helps Owen with Cliegg.
He checks his wounds.
The man is missing half a leg.
It's wrapped in a bloodied cloth.
ANAKIN
What happened?!
OWEN
I found him like this at the south
west vaporators.
CLIEGG
(in pain)
Shmi - they've got Shmi.
ANAKIN
What?
CLIEGG
(in pain)
The Tuskens, they took her.
Anakin is shocked most of all.
ANAKIN
I'm going after her!
OWEN
Take my bike!
PADME
Anakin, wait!
ANAKIN
You'll have to stay here. You'll be
safe.
PADME
Anakin...
Padm� hugs him tightly.
Anakin walks over to Owen's speeder bike and swings onto it.
The engine fires.
ANAKIN
I'll find her.
Anakin takes off across the desert.
Padm� watches him go helplessly.
EXT. TATOOINE, LANDSCAPE - EARLY DAY
Anakin rides the speeder bike across the desert towards the
moisture vaporators where the attack happened.
He checks out the place.
Then he speeds off through an exotic landscape.
He stops to check out some tracks, then speeds off again.
EXT. TATOOINE, CLIFF - EARLY DAY
Anakin pulls up near the edge of a cliff.
He senses something.
He gets off the bike and creeps to the edge.
He looks over to see what's in the canyon below.
He has found his mother.
Shmi is tied to a beam and is being beaten by a TUSKEN
WARRIOR while THREE OTHERS look on.
A few Banthas - large animals - stand a little further away.
Furious, Anakin drops off the edge of the cliff to the
Tuskens below.
EXT. TATOOINE, CANYON - EARLY DAY
With a yell, Anakin lands close to the Tuskens.
Before they realize what's going on, Anakin has switched on
his lightsaber and decapitated the first Tusken.
The others don't stand a chance and are cut down in seconds.
Anakin turns off his lightsaber and frees Shmi, takes her
into his arms, and lowers her gently to the ground.
Her eyes are closed. Her face and body are covered in blood.
She has been savagely beaten.
Anakin cradles her tenderly.
ANAKIN
(eyes tearing up)
Mom! Mom!?
SHMI
A...Ani?
Shmi's eyes flutter and barely open, caked with blood. Her
eyes focus slowly. Anakin gives a little choking gasp.
ANAKIN
(voice shaking)
I'm here, Mom. You're safe. Hang
on, I'm going to get you out of
here...
Her face, what little of it isn't bloodied, is gray. Anakin
shivers in fear.
SHMI
My son...my grown up son... I'm so
proud of you, Ani...so proud... I
missed you so much.
ANAKIN
Just stay with me, Mom. I'm going
to make you well again.
Everything's going to be fine...
SHMI
I...love...
Her breath stops in mid-sentence, and her eyes lose focus.
She lolls against Anakin's side, lifeless.
With a choking noise, Anakin crushes her against his breast,
eyes pouring with tears.
DISSOLVE TO:
EXT. TATOOINE, DESERT, CLIFFS - DAY
Anakin rides his speeder bike slowly across the terrain.
His dead mother is covered in a cloth and tied to the bike.
Suddenly, Anakin notices something in the distance.
He pulls up at a cliff overlooking an oasis.
In the oasis there is a small TUSKEN CAMP. MEN, WOMEN,
CHILDREN and MASSIFS - dog-like animals, populate the nomad
camp, going about their business, living their lives.
Anakin looks at the body of his mother, then looks back at
the camp, and his expression is one of pure rage...
EXT. TATOOINE, TUSKEN RAIDER CAMP, OASIS - DAY
An OLD WOMAN comes out of one of the huts.
She carries a pail. She swirls it and tosses the dirty water
onto the ground.
As she goes back inside the hut, a TUSKEN CHILD runs past,
dragging a stick in the sand.
The child runs through the line of huts, turns a corner, and
stops suddenly, staring at something behind TWO TUSKEN MEN.
Behind them, Anakin stands, his face a grim mask.
The child stares, then there is a flash of light as Anakin's
lightsaber switches on.
The two Tusken men spin around and rush up at him - and
wielding it like a baseball bat, Anakin swings his lightsaber
and decapitates them both.
Other TUSKENS and MASSIFS are alerted and run up towards
Anakin.
The child runs.
Anakin kills another Tusken and slashes two massifs in half.
He walks towards the others, the old woman is closest.
With a snarl, Anakin buries his lightsaber up to the hilt in
the old woman's chest.
With a weak scream, the woman crashes to the ground.
TUSKENS are now streaming out of every hut.
Anakin leaps high into the air, bringing his weapon slashing
down upon two of the Tuskens.
With each death, his frenzy and bloodlust grows.
Another Tusken rushes at him, wielding a spear.
Anakin thrusts out a hand, and the Tusken is hurtled back
through the Force thirty meters, smashing through a hut wall.
Anakin continues swinging and slashing at the Tuskens.
He balls up his free hand and a Tusken has his neck violently
crushed by the invisible power of the Force.
Panic grips the surviving Tuskens, and they turn to flee.
Several, including WOMEN carrying small children on their
backs, run into one of the huts.
Anakin motions to a large boulder in the distance.
The giant rock flies into the air, arcing, and smashes the
hut flat.
A child stands in front of him, fixated in shock.
The child can only stare as the enraged Jedi moves closer,
raises his saber - and brings it down...
QUI-GON JINN'S SPIRIT (V.O.)
NO ANAKIN!
INT. YODA'S QUARTERS, REPUBLIC TRANSPORT (HYPERSPACE)
Outside the viewport, stars streak by.
Yoda hovers, Buddha-style, a few inches above his seat.
His eyes are closed; he's in a meditative state.
He sees nothing, but he hears something.
It is a familiar voice; the surprisingly familiar voice of
Qui-Gon Jinn.
It is heard as if it comes from a great distance, and it is
filled with alarm.
QUI-GON JINN'S SPIRIT (V.O.)
NO!! DON'T!! NOOOOOO!!!!!!!!
Jedi Master OPPO RANCISIS enters the room. Yoda drops down
and opens his eyes.
OPPO RANCISIS
What is it?
YODA
Pain...suffering...death...
Something has happened. I feel
terrible pain.
(confused)
A voice from beyond spoke. How?
OPPO RANCISIS
A voice?
YODA
We must meditate on this.
Yoda closes his eyes again.
OPPO RANCISIS
We are approaching Kamino, Master
Yoda.
Yoda opens his eyes and sighs, deeply troubled.
EXT. SPACE, KAMINO
A group of massive REPUBLIC TRANSPORTS breaks out of
hyperspace and approaches the planet Kamino.
EXT. GEONOSIS, LANDING AREA, HANGAR ENTRANCE - DAWN
Several large starships are parked at the site.
Tall Geonosian buildings stand a little further away.
GEONOSIANS walk and fly around the place.
A three-legged Geonosian Spider-Walker patrols the area.
It passes some rocks and moves on.
Obi-Wan appears from behind the rocks and runs up to a
smaller platform carrying fuel cylinders.
The platform is going down.
Obi-Wan lets himself drop on it, into the ground.
INT. GEONOSIS, UNDERGROUND HANGARS
Once inside, Obi-Wan moves cautiously past cargo and ships.
Alien GEONOSIANS, NEIMODIANS, OTHER BEINGS, and various
DROIDS go about their business.
Obi-Wan looks at the cargo that's being loaded into the ships
on giant lines: rows of SUPER BATTLE DROIDS.
Obi-Wan uses a walking POWER DROID to hide behind and moves
on.
He spots Jango Panaka's ship, the Xizor, parked in a separate
part of the hanger.
Obi-Wan continues.
INT. GEONOSIS, UNDERGROUND HANGARS, CORRIDOR
Obi-Wan's path is blocked by TWO GEONOSIAN GUARDS.
He motions with his hand and the aliens are distracted by a
noise.
They move off to investigate.
Obi-Wan sneaks past them and through a door.
INT. GEONOSIS CITY, CORRIDOR
Obi-Wan makes his way along a narrow, pillared corridor.
He comes to what looks like a large open vent shaft.
He looks down and sees A MONSTROUS DROID FOUNDRY.
There are machines everywhere, pounding out countless
advanced super battle droids.
Completed droids are moving along a conveyor belt.
Obi-Wan is amazed at the sight.
EXT. TATOOINE, HOMESTEAD MOISTURE FARM - DAY
BERU (O.S.)
Come topside, everybody! He's back!
He's back!
Padm� and Beru rush towards the speeder and see Shmi's body
tied to it.
Anakin totally ignores them.
He climbs down from the speeder bike, unties his mother's
dead body from it, then trudges towards the family bearing
the body in his arms.
With glassy eyes, he walks up to a trembling Cliegg (who sits
on a hastily constructed hover chair) and stares at him
silently.
It's all Beru can do to keep from sobbing.
Owen drapes his arm around Beru's shoulders, a tear streaking
down his cheek.
Padm� moves over to Anakin.
He won't look at her. He won't look at any of them.
He slowly carries his mother's body into the homestead.
INT. HOMESTEAD, GARAGE - DAY
Anakin stands at a workbench, working slowly on a part of the
speeder bike.
Padm� quietly comes in with a tray of food.
She puts the tray down and stares sadly at Anakin. He's
staring at the welder in his hand, doing nothing.
PADME
I brought you something. Are you
hungry?
A long beat. Padm� puts the tray down.
ANAKIN
The shifter broke.
(long beat)
Life seems so much simpler when
you're fixing things. I'm good at
fixing things, always was. But I
couldn't...
He suddenly slams the welder down and starts crying.
ANAKIN (CONT'D)
Why did she have to die?! Why
couldn't I save her? I know I could
have... I saw it in my dreams! Why
didn't I sense it this morning?!
PADME
Sometimes there are things no one
can fix. You're not all-powerful,
Ani.
Anakin turns and stalks away from the bench.
ANAKIN
Well, I should be!
PADME
Anakin -
ANAKIN
It's all Obi-wan's fault! He's
holding me back!
Anakin violently hurls the welder across the garage, and
Padm� jumps. The welder clatters to the floor.
Anakin looks down at his shaking hands.
ANAKIN (CONT'D)
I've...
Padm� stares at him, unsure what is on his mind.
PADME
Ani, what is it?
His shoulders slump. He doesn't say anything. He can't. He
can't possibly reveal the horrible truth about what he has
done.
PADME (CONT'D)
Anakin?
ANAKIN
I...
(beat)
Nothing... I just... I'm a Jedi. I
know I'm better than this. I...
Padm� doesn't understand.
PADME
What?
ANAKIN
(shaking)
Nothing. It's nothing. It just
didn't have to be this way. It
shouldn't have happened.
Padm� doesn't really understand, but feels she has to comfort
him and moves closer.
PADME
Shhh.
Anakin focuses on her, like someone returning from far away.
There is silence for a moment.
Then Anakin breaks down, sobbing uncontrollably.
Unsure what to do and tears running down her cheeks, Padm�
gently takes him into her arms before he falls over.
INT. GEONOSIS CITY, CENTRAL SQUARE - MORNING
Obi-Wan arrives at a vast expanse in the stalagmite interior.
Immense pillars, soaring Gaud-Gothic arches, vaulted roofs.
The huge space is deserted - completely silent.
Obi-Wan starts to cross the square.
Suddenly he hears voices, and darts behind a pillar.
COUNT DOOKU leads a group of people through the hallways.
A man in his late seventies, with short white hair and a
silver beard, Dooku is very fit and trim for his age and is
dressed in elegant clothes.
Alongside him is RUNE HAAKU, the new President of the Trade
Federation; POGGLE THE LESSER, Archduke of Geonosis; PASSEL
ARGENTE of the Corporate Alliance; and the cyborg WAT TAMBOR
of the Techno Union.
Obi-Wan flattens himself against the pillar as they pass by,
and concentrates, using the Force to hide his presence from
the old ex-Jedi. He doesn't even breathe.
POGGLE
The foundry is running at maximum
capacity. In less than a few
months, with these new battle
droids we've constructed, we'll
have the finest army in the galaxy.
COUNT DOOKU
Now we must convince the Commerce
Guild and the Banking Clan to sign
the treaty.
RUNE HAAKU
What about Senator Naberrie? Is she
dead yet? She must finally pay for
the damage she caused us. I'm not
signing your treaty until I have
her head on my desk!
COUNT DOOKU
I am a man of my word, President.
The group moves out of earshot. Obi-Wan peers around the
pillar to see them going through an archway on the far side
of the courtyard.
There is a flight of stairs beside it.
Obi-wan runs quietly.
INT. GEONOSIS CITY, STAIRS - MOMENTS LATER
Obi-Wan arrives at the stairs. He sneaks up them, to arrive
at a narrow Gothic archway.
He looks down through it.
INT. GEONOSIS CITY, CONFERENCE ROOM - CONTINUOUS
Poggle the Lesser and his TWO AIDES are at one end of a large
conference table. Count Dooku is at the head of the table.
In addition to the original group, there are also three
opposition senators: PO NUDO, TESSEK, and TOONBUCK TOORA, and
Commerce Guild dignitary SHU MAI, and SAN HILL of the
Intergalactic Banking Clan.
COUNT DOOKU
Now is the time my friends. The
moment when you have to decide
between the REPUBLIC, or the
CONFEDERACY OF INDEPENDENT SYSTEMS.
(beat)
And let me remind you of the
absolute benefits - of the lower
taxes, the reduced tariffs, and the
eventual abolition of all trade
barriers for your enterprises.
Signing this treaty will bring you
profits beyond your imagination.
(beat)
As I explained to you earlier, I'm
quite convinced that ten thousand
more star systems will rally to our
cause with your support.
(nods to Rune)
Our friends of the Trade Federation
have already pledged their full
support. When our droids and clones
are combined with your forces, we
shall have an army greater than
anything in the galaxy. The Jedi
will be overwhelmed. The Republic
will agree to any demand we make.
PASSEL ARGENTE, the Corporate Alliance Representative, stands
up.
PASSEL ARGENTE
I am authorized by the Corporate
Alliance to sign your treaty.
COUNT DOOKU
We are most grateful for your
cooperation, chairman.
Shu Mai stands up next.
SHU MAI
The Commerce Guilds do not at this
time wish to become openly
involved, but we shall support you
with caution, and look forward to
doing business with you.
The count grins.
COUNT DOOKU
You will not be disappointed, I
assure you.
Then SAN HILL from the Intergalactic Banking Clan stands.
SAN HILL
The Intergalactic Banking Clan will
support you wholeheartedly.
WAT TAMBOR, The Techno Union representative, speaks next.
WAT TAMBOR
The Technoowauoo -
- he has to adjust the volume on his cybernetic suit...
WAT TAMBOR (CONT'D)
- Techno Unions...are at your
disposal, Count.
INT. GEONOSIS CITY, STAIRS - CONTINUOUS
Obi-Wan has heard enough. He pulls back from the archway and
sneaks away.
EXT. GEONOSIS CITY, PLATFORM - MORNING
Obi-Wan exits a door and comes out on a small platform
attached to the tower.
He looks around - nobody there.
He kneels down and takes a package from his belt and starts
setting it up.
It's a small hologram transmitter.
Obi-Wan draws out the antenna and points the little holo
camera at his face and starts transmitting.
OBI-WAN
Arfour, Arfour. Do you copy? R4
P17.
The familiar sound of the astromech droid comes through.
OBI-WAN (CONT'D)
Good. Contact Coruscant. Scramble
code five.
EXT. GEONOSIS, ROCK PLATEAU
The Jedi Starfighter is still parked on the rock plateau.
Arfour bleeps and the transmitter dish extends from the
fighter's wing.
A moment of silence, followed by several bleeps.
EXT. GEONOSIS CITY, PLATFORM - CONTINUOUS
Obi-Wan hears the bleeps and receives some data on the small
display attached to transmitter.
OBI-WAN
The transmitter is working. But
we're not receiving a return signal
- Coruscant's just too far. Arfour,
can you boost the power?
Arfour beeps doubtfully.
OBI-WAN (CONT'D)
Okay then, we'll have to try
something else. Maybe we can just
reach Anakin on Alderaan. Try to
contact Alderaan and find his
signal.
EXT. GEONOSIS, ROCK PLATEAU - CONTINUOUS
The transmitter dish turns into position.
EXT. GEONOSIS CITY, PLATFORM - CONTINUOUS
OBI-WAN
Anakin? Anakin Skywalker, do you
copy? This is Obi-Wan. Anakin?
Arfour suddenly bleeps in surprise and worry. Obi-Wan reads
the translation on the small display.
OBI-WAN (CONT'D)
He's not on Alderaan? How can he
not be on Alderaan?
Arfour moans.
OBI-WAN (CONT'D)
Try to widen the search. I hope
nothing's happened to him.
The console beeps after a moment.
From the side of the tower, a winged GEONOSIAN spies Obi
Wan....
OBI-WAN (CONT'D)
That's Anakin's tracking signal all
right, but it's coming
from...Tatooine?! What in the
blazes is he doing there?! I told
him to stay on Alderaan!
Arfour moans again.
OBI-WAN (CONT'D)
All right, we're all set. We
haven't much time. Transmit.
(beat)
Anakin? Anakin, do you copy? This
is Obi-Wan...
INT. ORGANA STARSHIP, COCKPIT - LATE DAY
In the ship, Artoo beeps as the ships equipment receives the
shaky message.
OBI-WAN (V.O.)
Anakin, retransmit this message to
Coruscant...
EXT. TATOOINE, HOMESTEAD, GRAVESITE - LATE DAY
Anakin, Padm�, Threepio, and the Lars family are gathered
outside, somber, around Shmi's freshly filled grave.
CLIEGG
(sobbing)
I know wherever you've gone, it's
become a much better place. You
were the most loving partner a man
could have. Goodbye, my dearest
wife - and thank you.
A pause.
Then Anakin kneels before the grave.
He picks up a handful of sand and lets it slip through his
fingers.
ANAKIN
I'm sorry.
He almost breaks down again, but takes a deep breath and
continues.
ANAKIN (CONT'D)
I wasn't strong enough to save you,
mom. I wasn't strong enough. But I
promise - I won't fail again.
Forcing down another sob, he stands up.
Silence.
Then a flurry of whistles and beeps as Artoo comes up towards
them.
PADME
Artoo, what are you doing here? Why
have you left the ship?
Another flurry of whistles from Artoo.
SEE-THREEPIO
It seems he's carrying a message
from an Obi-Wan Kenobi.
INT. ORGANA STARSHIP, COCKPIT
Anakin, Padm� and Artoo are in the starship and replay the
holographic message from Obi-Wan. They watch the flickering
image.
OBI-WAN
(hologram)
Anakin, retransmit this message to
Coruscant...
(beat)
I have followed the bounty hunter
Jango Panaka to Geonosis. Starships
from the Trade Federation, Techno
Union and the Commerce Guilds are
taking delivery of battle droids
from the Geonosian foundries - and
it is clear that the Federation
President is behind the
assassination attempts on senator
Naberrie.
Padm� is angry.
OBI-WAN (CONT'D)
The Commerce Guilds and the
Corporate Alliance have both
pledged their forces to Count Dooku
and are forming one big arm -
Suddenly, on the holo-image, Obi-Wan speed-draws his
lightsaber.
OBI-WAN (CONT'D)
Wait! Wait! -
Anakin and Padm� bolt upright at the sight of the sudden
attack.
A winged GEONOSIAN moves into view and opens fire. The image
cuts out.
ANAKIN
I'm going after him!
PADME
I thought the first thing he said
was to retransmit his message to
Coruscant.
ANAKIN
Yeah, you're right. You're right.
Anakin turns and reaches over to a control board.
He punches some buttons to retransmit the message.
INT. JEDI TEMPLE, COUNCIL CHAMBER - TWILIGHT
In a flickering hologram, Obi-Wan's message is replayed
before an alarmed Jedi Council - minus the masters who went
to Kamino.
OBI-WAN (V.O.)
Wait! Wait! -
Ki-Adi Mundi closes his eyes and concentrates.
KI-ADI MUNDI
He's still alive.
(beat)
I feel there is more happening on
Geonosis than has been revealed.
MACE WINDU
I agree.
Mace turns his face upwards.
INT. ORGANA STARSHIP, COCKPIT - LATE DAY
A holo-image of Mace Windu appears where Obi-Wan's was.
MACE WINDU
(hologram)
We will deal with Count Dooku. The
most important thing for you is to
stay where you are. Protect the
senator.
ANAKIN
Understood, master.
The hologram fades away.
Padm� is horrified at the look of utter resignation and
defeat on Anakin's face.
She looks at the readout on the ship's control panel.
PADME
They'll never get there in time to
save him.
They have to come halfway across
the galaxy. Look, Geonosis is less
than a parsec away.
Padm� starts to punch buttons and flick switches. Anakin puts
a hand over hers, stopping her.
ANAKIN
If he's still alive.
He gets up and starts to walk off.
Incensed, Padm� leaps up and spins him around to face her.
PADME
Ani, are you just going to sit here
and let him die? He's our friend,
your mentor!
ANAKIN
You heard Master Windu. He gave me
strict orders to stay here.
PADME
He gave you strict orders to
protect me - and I'm going to save
Obi-Wan.
She pulls her hand free and flicks more switches.
PADME (CONT'D)
So if you plan to protect me, you
will have to come along.
Anakin just stares at her.
INT. GEONOSIS CITY, ANOTHER CORRIDOR - DAY
A lightsaber FLASHES, cutting down a GEONOSIAN.
Obi-Wan runs for his life down a corridor, followed by
several GEONOSIANS.
One shoots with a sonic blaster.
Obi-Wan rolls for cover, the blast barely missing him.
He gets up and Force-pushes the Geonosians back.
He runs through a hatch.
INT. GEONOSIS CITY, DROID FOUNDRY - CONTINUOUS
Obi-Wan arrives on a walkway overlooking the massive droid
foundry.
Assembly lines with droids in various stages of construction
are everywhere.
A GEONOSIAN flies through the hatch.
Obi-Wan misses him and the being keeps his distance while
shouting to attract attention from others.
Obi-Wan closes the hatch behind him, and fries the controls
with his saber, but suddenly the walkway starts to retract
into the wall.
Obi-Wan leaps off the retracting walkway, grabs on to the
flying Geonosian, and jumps onto a narrow walkway inside the
foundry.
Geonosian workers spot him, and guards come flying up to him.
A blast from a sonic blaster knocks Obi-Wan down onto an
assembly line.
He has to pace his steps and jumps to avoid the pounding
machines and torching welders.
He Force-jumps onto another part of the assembly line and
slashes at the familiar Geonosian guard who comes flying up
to him, cutting off one of its wings.
The poor creature falls.
Others attack.
He cuts down several Geonosians that come too close.
Suddenly blaster fire makes him to fall down onto another
part of the lines.
JANGO PANAKA comes flying in using his jetpack, blasters
blazing.
Obi-Wan now has to avoid and slash machinery and droids-under
construction, next to blocking blasts from Jango and
Geonosians.
The familiar Geonosian - with cut-off wing - runs after Obi
Wan, but is caught by a machine - and gets his head cut off.
The headless body stumbles on.
Obi-Wan jumps up to avoid a sonic blast from a Geonosian.
He Force-pushes the guard away - the alien gets crushed by a
machine.
Suddenly Obi-Wan's cloak gets caught in a machine, dragging
him down and towards a pounding machine.
He drops his saber.
Jango appears near him.
Jango twirls his blasters and puts them back in the holsters.
JANGO
Give it up, Kenobi!
Obi-Wan manages just in time to get out of his cloak and
avoid getting crushed.
He Force-summons his lightsaber back in his hand.
Jango fires the electro-ray from his arm, but Obi-Wan's
lightsaber absorbs the energy.
OBI-WAN
I don't think so.
Jango fires his cable, but Obi-Wan uses the Force to make the
cable wrap around a droid on an assembly line.
Jango is dragged away hard.
Jango screams as a machine pounds near his body, cutting into
his helmet.
Jango barely manages to get out.
He rolls around and removes the battered helmet from his
bloodied head.
Obi-Wan spots an exit and jumps over several platforms
towards it.
Jango spots him and fires a mini-rocket.
The explosion causes Obi-Wan to lose his balance and he falls
off a ledge into a large empty vat moving down the assembly
line.
Falling into the vat Obi-Wan hits his head and is knocked
out.
Mechanized arms carry the vat to a position where molten
metal will be poured into it.
Jango reaches the walkway overlooking the vats on the
assembly line.
Obi-Wan is still out cold.
The vats in front of his are filled with molten metal.
The vat with Obi-Wan in it reaches the metal pouring machine.
Jango laughs.
JANGO
Now that's what I call I warm
welcome!
Obi-Wan comes to and looks up, disoriented.
The bottom of the dispenser opens up, about to poor molten
metal into the vat.
It's too late...
Suddenly, the dispenser closes, saving Obi-Wan from certain
death.
Jango looks surprised in the direction of the exit.
COUNT DOOKU (O.S.)
This Jedi will not die today!
The vat tilts over, dumping Obi-Wan on a walkway.
He looks up.
The silhouette of the Count stands in the doorway.
Geonosian guards surround Obi-Wan.
He's been captured.
EXT. CORUSCANT, REPUBLIC EXECUTIVE BUILDING - TWILIGHT
A line of reflecting pools with splashing fountains flanked
by statues on each side leads to the main entrance to the
awesome building.
INT. CHANCELLOR'S OFFICE (CORUSCANT) - TWILIGHT
The Jedo Mace Windu, Ki-Adi Mundi, LUMINARI UNDULI, BARRISS
OFFEE, STASS ALLIE, and Senators Bail Organa, ASK AAK, and
ONACONDA FARR have joined Chancellor Palpatine in his office.
Palpatine's assistant MAS AMEDDA is also present.
BAIL ORGANA
This is outrageous! Droid armies
have been outlawed for centuries.
The Confederacy is preparing for
war. There can be no doubt of that.
PALPATINE
Count Dooku must have made a treaty
with the guilds.
The mood is somber.
ASK AAK
The debate is over - now we need
that clone army!
BAIL ORGANA
Unfortunately, the debate is not
over. The Senate will never be able
to approve the use of that army
before the separatists have
deployed their forces. By then, it
may be too late.
Mas Amedda leaps up in panic.
MAS AMEDDA
This is a crisis! The Senate must
vote the Chancellor emergency
powers! He could then approve the
use of the clones!
PALPATINE
Please, please, I don't wish to
have emergency powers. That's too
extreme a solution. It's akin to a
dictatorship. We must rely on the
Jedi. Master Windu, how many are
available to go to Geonosis?
Mace Windu and Ki-Adi Mundi look at one another.
MACE WINDU
Two hundred at immediate disposal,
more or less.
BAIL ORGANA
With all due respect for the Jedi
Order, two hundred won't be enough
to take on an entire planet.
MACE WINDU
The Geonosians are workers, not
warriors. One Jedi must be worth at
least a hundred of them.
PALPATINE
Go to Geonosis, master Jedi. You
have my authorization.
Mace nods.
ASK AAK
It won't be enough. We simply need
that army now. And for it to be
used quickly, the chancellor will
need emergency powers.
PALPATINE
But what senator would have the
courage to propose such a radical
amendment? The proposal must come
from a neutral source.
MAS AMEDDA
If only Senator Naberrie were here.
A beat. Bail Organa thinks.
BAIL ORGANA
I can propose the motion in
question. This is a grave
situation, and we must do the right
thing. I'm sure senator Naberrie,
and the Queen of Naboo, will agree.
ASK AAK
Thank you, Representative Organa.
Palpatine sighs deeply.
PALPATINE
If called upon, I will serve. But
it will be the saddest day of my
life.
EXT. TATOOINE, BLUFF OVERLOOKING HOMESTEAD - SUNSET
The Lars family and Anakin, Padm� and Threepio stand outside
near the chrome starship.
OWEN
Well, Anakin, I think you should
have Threepio now. I know that's
what my mother would have wanted.
ANAKIN
Thanks, but as a Jedi I can't
accept him.
BERU
Perhaps Padm�?
PADME
You're a protocol droid, right?
SEE-THREEPIO
Indeed, miss Padm�. Human-cyborg
relations is my specialty. I am
fluent in over four million forms
of communication and I am versed in
diplomatic conduct.
PADME
Perhaps a little over-qualified for
work on a farm. I think I can use
your services.
Threepio is overjoyed to hear this.
CLIEGG
It's settled then. I'm sorry to see
you go, son.
ANAKIN
(sad)
If I hadn't gone away, this may not
have happened.
OWEN
Then don't leave. We could use you
here.
ANAKIN
I must go to my master. He needs
me.
PADME
We have to go.
She hugs Beru.
PADME (CONT'D)
I'm sure we'll meet again.
CLIEGG
May the Force be with you.
Anakin thinks for a moment, but doesn't reply to that famous
line. He keeps his head down in defeat.
Anakin, Padm� and Threepio walk up the ramp of the ship.
Padm� waves one last time and the hatch closes.
Looked on by the Larses, the chrome starship rises from the
bluff and flies away.
EXT. SPACE, TATOOINE
The starship zooms away from the planet.
INT. ORGANA STARSHIP, COCKPIT
The two heroes and the two droids are in the cockpit.
Artoo bleeps a question.
SEE-THREEPIO
It's not that I don't like space
travel. I simply don't remember
what it is like.
PADME
Will we ever see them again?
Anakin stares outside, a grim look on his face.
ANAKIN
There's nothing here to come back
for.
Padm� is surprised.
ANAKIN (CONT'D)
Now let's go help master Obi-Wan.
Anakin pulls the hyperspace lever and the stars outside
streak by as the ship enters hyperspace.
EXT. SPACE
The chrome starship blasts off into hyperspace.
INT. GEONOSIS CITY, DUNGEONS - DAY
Count Dooku enters the dungeon complex together with Jango
Panaka.
JANGO
What if his Jedi friends come for
him?
COUNT DOOKU
Unfortunate - for them.
He passes a Geonosian guard and walks into a cell. Jango
waits outside.
INT. GEONOSIS CITY, PRISON CELL - CONTINUOUS
Obi-Wan is being suspended in mid-air by a blue electric beam
in the center of a circular chamber.
Count Dooku walks in, regarding the Jedi with a measure of
pity and worry.
OBI-WAN
Traitor.
COUNT DOOKU
Oh no, my friend. This is a
mistake. A terrible mistake.
They've gone too far this time.
This is madness.
OBI-WAN
I thought you were their leader.
COUNT DOOKU
This had nothing to do with me, I
assure. I promise you, I will
petition immediately to have you
set free.
OBI-WAN
Well, I hope it doesn't take too
long. I have work to do.
Dooku is disturbed by Obi-Wan's open hostility and changes
tactics.
COUNT DOOKU
It's a great pity our paths haven't
crossed since the events on Naboo,
Obi-Wan. Qui-Gon always spoke very
highly of you. I wish she were
still alive... I could use her help
right now.
OBI-WAN
Qui-Gon would never join you!
COUNT DOOKU
Don't be so sure, my young Jedi.
You forget that she was once my
apprentice. She knew all about the
corruption in the Senate. They all
knew. She would never have gone
along with it if she had known the
truth as I have.
OBI-WAN
The truth?
COUNT DOOKU
The truth. What if I told you -
that the Republic was now under the
control of the Dark Lords of the
Sith?
Obi-Wan is floored by this revelation.
OBI-WAN
No! That's not possible. The Jedi
would be aware of it!
COUNT DOOKU
The Dark Side of the Force conceals
the Sith's presence, my friend.
Hundreds of senators are now under
the influence of a Sith Lord called
Darth Sidious.
Obi-Wan shakes his head.
OBI-WAN
I don't believe you.
COUNT DOOKU
You know the leaders of the Trade
Federation were once in league with
the Sith. They came to me for help
and told me everything.
The one you defeated was merely an
apprentice. The master controls all
from the shadows, like a phantom
menace...
I have tried many times to warn the
Council, but they wouldn't listen
to me. Once they sense the Dark
Lord's presence and realize their
error, it will be too late.
(beat)
You must join me, Obi-Wan - and
together we will destroy the Sith!
OBI-WAN
(cold)
I will never join you, Dooku.
Dooku sags, shaking his head.
COUNT DOOKU
It may be difficult to secure your
release.
He turns and leaves the room.
EXT. SPACE, GEONOSIS RINGS
The chrome starship zooms toward the ringed planet Geonosis.
EXT. GEONOSIS, ROCK FORMATIONS - DAY
Anakin pilots the starship close to the ground, weaving
around towering rock formations.
EXT. GEONOSIS, LANDING AREA - DAY
The Organa starship lands on a barren piece of land outside
Geonosis city.
INT. ORGANA STARSHIP, COCKPIT
Anakin switches off the engines.
ANAKIN
This is not a good idea. They'll
capture us just like they did
master Obi-Wan.
PADME
Look, whatever happens out there,
just follow my lead. I'm not
interested in getting into a war
here. As a member of the Senate,
maybe I can find a diplomatic
solution to this mess.
ANAKIN
And I'm telling you it's a bad
idea.
She gets up and walks to the door.
ANAKIN (CONT'D)
Hey, where are you going?
PADME
To find Obi-Wan, obviously.
Anakin gets up and goes over to her.
ANAKIN
Are you deaf? You're not going!
He grabs her arm.
PADME
Let go of me!
ANAKIN
I'm not letting you go out there.
It's too dangerous.
PADME
What?!
ANAKIN
It's my job to protect you. I said
it's too dangerous. You're not
going, and that's final!
PADME
Don't you give me orders, Anakin!
I'm a Senator of the Galactic
Republic. You have no authority to
contain me, restrain me, or direct
me! You remember your place, young
man. Now you can come along and
protect me or stay here. It's up to
you.
Padm� storms out of the cockpit. Anakin stands scratching his
head, then follows.
ANAKIN
(to the droids)
Come on.
Artoo beeps and whistles.
SEE-THREEPIO
Even though I'm programmed to, I
don't think I'll ever truly
understand human behavior.
Artoo whistles a plaintive sigh.
EXT. GEONOSIS, PLAIN - DAY
Anakin, Padm�, Artoo and Threepio cross the plain towards one
of the stalagmite towers.
There's nobody around.
INT. GEONOSIS CITY, TOWER ENTRANCE - DAY
Anakin, Padm�, Artoo and Threepio enter the stalagmite city.
They stop, looking around in wonder at the emptiness.
PADME
(in a low voice)
It's empty!
They start forward.
As they pass, the surface of the pillars seems to pulse
slowly and move.
High above WINGED CREATURES grow from the pillars and detach
themselves.
INT. GEONOSIS CITY, CENTRAL SQUARE - MOMENTS LATER
Anakin, Padm� and the two droids cross the square, reaching
the middle.
They stop suddenly as FOUR WINGED GEONOSIAN GUARDS land and
surround them.
Anakin reaches for his lightsaber.
PADME
Wait!
One of the Geonosians says something in his own clicking-like
language.
Padm� doesn't understand and turns to Threepio.
SEE-THREEPIO
He asks who we are and what we are
doing here.
PADME
I am Senator Naberrie of Naboo,
member of the Galactic Republic.
C-3PO translates.
PADME (CONT'D)
Take us to your leader.
INT. GEONOSIS CITY, CONFERENCE ROOM - DAY
Count Dooku sits at a large conference table. Jango Panaka
(with a new helmet in his hands) stands behind Dooku, and SIX
GEONOSIAN GUARDS stand behind him. Several members of the
separatists, including Poggle, are also seated at the table.
The Trade Federation guys are not present.
Padm�, Anakin, and the droids are brought in.
Count Dooku stands up. He bows courteously.
COUNT DOOKU
Senator Naberrie, I'm delighted to
meet you again.
PADME
Count Dooku.
COUNT DOOKU
We have a great deal to discuss,
senator. I hope you can keep your
young Jedi under control.
PADME
Don't worry, he's housebroken.
Dooku smiles and points to a chair opposite to his.
COUNT DOOKU
Please...
Padm� sits down. Anakin and the two droids stand behind her
with FOUR GEONOSIANS GUARDS standing behind them.
PADME
You are holding a Jedi Knight: Obi
Wan Kenobi. I am formally
requesting you turn him over to me,
now.
COUNT DOOKU
He has been convicted of espionage,
senator, and will be executed. In
just a few hours, I believe.
Count Dooku smiles.
PADME
He is an officer of the Republic.
You can't do that.
COUNT DOOKU
We don't recognize the Republic
here, senator. But if Naboo were to
join our Alliance, I could easily
hear your plea for clemency.
Anakin moves his hand to his lightsaber, but doesn't turn it
on. Dooku notices but keeps his smile.
PADME
And if I don't join your
organization, I assume this Jedi
with me will also die?
COUNT DOOKU
I don't wish to make you to join
our cause against your will,
senator, but you are a rational,
honest representative of your
people and I assume you want to do
what's in their best interest.
(passionate)
Aren't you fed up with the
corruption, the bureaucrats, the
hypocrisy of it all? Aren't you? Be
honest, Senator.
PADME
The ideals are still alive, Count,
even if the institution is failing.
COUNT DOOKU
You believe in the same ideals we
believe in! The same ideals we are
striving to make prominent.
PADME
If what you say is true, you should
stay in the Republic and help
Chancellor Palpatine put things
right.
COUNT DOOKU
The Chancellor has promised to cut
the bureaucracy, but the
bureaucrats are stronger than ever,
no?
(passionate)
Young senator, the Republic cannot
be fixed. It is time to start over.
The democratic process in the
Republic is a sham. This is an
opportunity for change - radical
change.
(ominous)
It will not be long before the cult
of greed, called the Republic, will
lose even the pretext of democracy
and freedom.
PADME
I cannot believe that. I will not
forsake all I have honored and
worked for and betray the Republic.
(angry)
And you can give up the charade,
Count. I know of your treaties with
the Trade Federation, the Commerce
Guilds, and the others. What is
happening here is not government
that has been bought out by
business - it's business becoming
government!
The Count realizes he's not getting anywhere with the young
senator.
COUNT DOOKU
Are you willing to betray your Jedi
friends? Without your cooperation I
can do nothing to stop their
execution.
PADME
(angry)
And what is to happen to me? Am I
to be executed also?
COUNT DOOKU
I wouldn't think of such an
offence, but there are individuals
who have a strong interest in your
demise, Milady. It has nothing to
do with politics, I'm afraid. It's
purely personal. I'm sure they will
push hard to have you included in
the executions. I'm sorry, but if
you are not going to cooperate, I
must turn you over to the
Geonosians for justice. I've done
all I can for you.
PADME
(scoffs)
Justice...
Jango moves over to Anakin.
JANGO
I'll take that weapon.
Anakin hesitates.
COUNT DOOKU
You may cause a lot of bloodshed,
young Jedi, but you will not
escape.
PADME
Anakin -
Anakin hands his lightsaber over to Jango.
POGGLE
(in Genosian)
Take them away.
The new prisoners are led out of the room.
PADME
You are committing an act of war. I
hope you are prepared for the
consequences!
Poggle laughs. Count Dooku simply smiles.
POGGLE
We build weapons, senator - that is
our business! Of course we are
prepared!
Padm� looks at Jango as she passes him on her way out.
PADME
I am most disappointed in you,
Jango.
Jango just smiles.
Dooku walks to Jango as he watches the prisoners being led
away.
COUNT DOOKU
So am I, Jango. I thought you had
dealt with her. When this is over,
we will have to discuss your
functioning.
Dooku exits, leaving a rather nervous Jango behind.
INT. GEONOSIS CITY, CORRIDOR - DAY
Threepio and Artoo are led through a gloomy corridor by
Geonosian GUARDS.
SEE-THREEPIO
Oh, where are you taking us?
Please, I am sure we can find a
reasonable solution. We really have
nothing to do with this all. We are
merely servants.
Artoo bleeps and whistles.
SEE-THREEPIO (CONT'D)
You heard they are going to execute
the others! Imagine what they'll do
to us droids!
They approach a dirty door in a gloomy, dirty part of the
building, filled with machine parts.
SEE-THREEPIO (CONT'D)
Oh dear. This is it.
Artoo whimpers.
The door opens.
INT. GEONOSIS CITY, MELTING ROOM - CONTINUOUS
The two droids are pushed inside the room.
The Geonosians laugh.
The door slams shut behind them.
The droids look around.
A filthy place. Deactivated droids, droid parts, machine
parts.
Filthy and deformed Geonosian workers are cutting up parts
with laser torches.
A melting pit takes up part of the room.
A small, damaged droid is lowered into the pit by a crane.
It is droid hell.
Artoo whimpers.
SEE-THREEPIO
Oh no! They're going to melt us
down!
INT. GALACTIC SENATE, UPPER CORRIDOR (CORUSCANT) - EVENING
Jedi Master Ki-Adi Mundi overlooks the great senate hall.
Another JEDI walks up to him.
In the senate, Palpatine speaks.
PALPATINE
It is with great reluctance that I
have agreed to this calling.
INT. GALACTIC SENATE, MAIN ROTUNDA - CONTINUOUS
The Supreme Chancellor continues.
PALPATINE
I love democracy... I love the
Republic. The power you give me I
will lay down when this crisis has
abated, I promise you.
(beat)
And as my first act with this new
authority, I will create a Grand
Army of the Republic to counter the
increasing threats of the
separatists.
The Senate explodes with cheers.
INT. GALACTIC SENATE HALL, UPPER CORRIDOR - CONTINUOUS
The Jedi master shakes his head sadly.
KI-ADI MUNDI
It is done then.
(beat)
We must inform master Yoda at once.
And contact master Windu that the
operation is a 'GO'.
The other Jedi bows and leaves.
EXT. SPACE, NEAR GEONOSIS RINGS
An armed REPUBLIC JEDI TRANSPORT approaches the ring system
surrounding Geonosis - from a different point than where Obi
Wan approached it, so they can't see the Confederacy ships in
orbit.
A group of JEDI STARFIGHTERS attached to hyperspace booster
rings flank the larger craft.
INT. JEDI TRANSPORT, BRIDGE
Mace Windu, Plo Koon, and OTHER JEDI are on the bridge of the
transport.
PLO KOON
We can use the asteroids to cover
our approach.
Mace Windu nods.
MACE WINDU
We must get in unseen. Surprise
will be our greatest ally, next to
the Force.
EXT. SPACE, GEONOSIS RINGS
The Jedi starfighters separate from their hyperspace booster
rings and, together with the transport, enter the asteroid
field around Geonosis.
INT. GEONOSIS CITY, TUNNEL TO EXECUTION ARENA - DAY
In a gloomy tunnel, Anakin and Padm� are standing in an open
cart, their hands tied.
They can hear the murmur of a vast crowd. The DRIVER gets up
onto his seat.
ANAKIN
Don't be afraid.
PADME
I'm not afraid to die. At least
we'll be together.
A beat.
ANAKIN
What are you talking about?
PADME
I love you.
Anakin's eyes go wide.
ANAKIN
You love me?! But you said it was a
mistake. That it would destroy our
lives.
PADME
Our lives are about to be destroyed
anyway.
(beat)
I can't ignore it, Anakin. I truly
love you, and before we die I want
you to know.
Padm� leans towards Anakin.
They KISS.
The driver cracks his whip over the ORRAY harnessed between
the shafts. The cart jerks forward.
Suddenly, there is a HUGE ROAR and blinding sunlight as they
emerge into the arena.
EXT. GEONOSIS, EXECUTION ARENA - DAY
The great stadium is packed with tier upon tier of yelling
GEONOSIANS.
The cart carrying Anakin and Padm� stops in the middle of the
arena near six tall columns.
Obi-Wan stands with his hands bound overhead by chains to the
fourth column.
The Geonosian guard cuffs Padm� to the second column and then
escorts Anakin in chains to the third between Padm� and Obi
Wan.
Anakin looks over to his master.
OBI-WAN
I was beginning to wonder if you'd
gotten my message.
ANAKIN
I retransmitted it, just as you
requested, Master -
Obi-wan gives him a cold stare.
ANAKIN (CONT'D)
- then we decided to come and
rescue you.
The Geonosian guard lifts Anakin's hands above his head and
into the restraints.
OBI-WAN
(sarcastic)
Good job.
Anakin gives Obi-Wan an icy stair of his own, then looks
straight ahead.
A Geonosian flies up to the top of the pole and attaches
Anakin's chain to it.
An electric current shoots through the chain, making Anakin
flinch.
The cart is wheeled away.
OBI-WAN (CONT'D)
Before they kill us, would you mind
telling me what you were doing on
Tatooine?
Anakin looks surprised, then returns to his icy stare.
ANAKIN
You know of my dreams about my
mother. I went to find her.
A beat.
Obi-Wan looks at him.
ANAKIN (CONT'D)
She's dead.
Obi-Wan opens his mouth to say something, but another roar of
the crowd prevents this.
Poggle the Lesser, Count Dooku, Rune Haaku, Jango, and other
dignitaries arrive in the Archducal box and take their
places.
The crowd ROARS and CHEERS. In the box, Poggle the Lesser
raises his hands.
POGGLE
(in Genosian)
Quiet for a moment!
The crowd becomes quiet.
POGGLE (CONT'D)
(in Genosian)
These prisoners are guilty of
espionage. Let the executions
begin!
The crowd goes wild.
From a large gate in the arena wall, a monster is driven in.
It's the ACKLAY, a kind of dino-lobster.
It is driven into the arena by PICADORS carrying long spears
and riding Orrays.
The Acklay grabs a picador and crushes him. The crowd loves
it.
PADME
I've got a real bad feeling about
this!
OBI-WAN
Don't worry, the Force is with us.
PADME
What do you mean, don't worry?!
They're going to kill us!
Anakin tries to use the Force to break free of his chains,
but an electric current zaps him and the cuffs snap shut
again.
ANAKIN
Great, they know how to chain up a
Jedi.
The picadors poke the monster towards the center of the
arena.
The Acklay tosses its head, looks around, roaring and
screeching.
Suddenly, Padm�'s chain comes off and she's free.
PADME
(scared)
Looks like I'm the appetizer.
The Acklay catches sight of the three captives and starts
moving towards them.
ANAKIN
What about Padm�?
OBI-WAN
Relax. Use the Force. Focus.
The Acklay approaches Padm�. She moves away from the poles.
The Acklay charges at her.
Obi-Wan closes his eyes and concentrates.
Anakin notices and follows his master's example.
The Acklay is closing in on Padm� when suddenly the monster
is lifted off the ground and thrown back.
Up at the Archducal box, Rune Haaku is shocked.
RUNE HAAKU
They can't do that! Stop them!
Count Dooku smiles.
The Acklay gets back up and charges again.
Obi and Anakin concentrate - Poggle presses a button on a
remote control -
- the chains restraining the two Jedi crackle with
electricity, making them twitch and lose their focus.
Padm� trips and falls, and the Acklay tries to crush her with
its claws.
She barely gets away. The beast rips her clothes and leaves
some nasty scratches.
Padm� screams.
The crowd loves it.
ANAKIN
Padm�!
Up at the Archducal box, Rune Haaku is rubbing his hands in
glee, laughing like a school boy.
OBI-WAN
Padm�, catch!
Obi-Wan uses the Force to pull a spear out of one of the
Picador's hands and makes it fly towards Padm�. She tries to
catch it but is too late. The spear knocks her in the face
and she falls down.
PADME
Ugh. I'm just not good at this!
Poggle uses the remote control to send another electric wave
through the chains.
Padm� gets up and readies the spear as the Acklay charges.
She throws, but the Acklay uses a giant paw to deflect the
spear.
PADME (CONT'D)
Oh! Sorry!
ANAKIN
Padm�, behind us! Get behind us!
Padm� runs past the poles and the Jedi, the Acklay behind
her.
OBI-WAN
Hey, over here! Hey! Come here!
Obi-Wan takes a deep breath and makes a weird and loud ANIMAL
SOUND.
Anakin, Padm� - and the Acklay - look at him in surprise.
The Acklay now focuses on Obi-Wan and lets out a terrifying
scream.
Obi-Wan swings at his chains and ducks around the post as the
Acklay charges at him.
The Acklay crunches the chain between its claws, freeing Obi
Wan.
Obi-Wan tries to avoid the beasts' claws.
The Acklay knocks over the pole and runs after Obi-Wan.
In the box, Dooku watches the developments on the ground.
COUNT DOOKU
Now things get interesting.
Obi-Wan runs at an Orray carrying a picador.
He grabs the picador's long spear and pulls the picador off
the Orray.
The picador tumbles onto the sand, where he is grabbed by the
Acklay and crunched.
Padm� picks up the spear she had earlier and runs up to
Anakin.
She tries to pry his chain loose.
ANAKIN
Hurry!
PADME
Don't push me!
The chain comes loose, electric currents and sparks flash.
ANAKIN
I told you this was a bad idea. Now
let's go!
They run.
Two Picadors on Orrays move towards them.
Up in the Archducal box, Rune Haaku is outraged.
RUNE HAAKU
She can't do that! Shoot her or
something!
Obi-Wan keeps the Acklay away by threatening it with the
spear.
He throws the spear at the Acklay, hitting it in its neck.
It lets out a terrible screech.
Obi-Wan smiles in victory, but the Acklay pulls the spear out
of its neck with its teeth and breaks it in half.
Obi-Wan is shocked.
One of the picadors charges at Anakin, but he jumps up and
knocks the alien from the Orray. He takes the picador's place
on the animal.
Padm� runs toward the animal with Anakin on it.
The fallen picador gets up and blocks Padm�'s path.
Padm� doesn't stop.
PADME
Hayaa!!
Padm� kicks the fallen picador in the face, knocking him back
down.
ANAKIN
Jump!
Padm� leaps at the animal and Anakin helps her up behind him.
She kisses him on his cheek.
In the background, Obi-Wan tries to calm the Acklay using the
Force.
The beast is confused as Obi-Wan concentrates.
The other picador charges on his Orray towards Anakin.
Anakin Force-grabs a spear from the ground and the two go at
it as medieval knights in a joust.
The picador goes down.
The Orray with the two heroes on it charges away across the
arena.
They pass the Acklay and Obi-Wan.
Obi-Wan runs and jumps on the back of the Acklay behind
Anakin and Padm�.
In the Archducal box, Rune Haaku turns angrily to Count
Dooku.
RUNE HAAKU
This isn't how it's supposed to be!
I want her dead! Jango, go down
there and finish her off!
Jango moves forward, but a smiling Dooku gently holds him
back. He's clearly enjoying the spectacle.
COUNT DOOKU
Patience, President. She will die.
Poggle motions to some guards.
Armed Geonosians fly into the arena where they block the path
of the Orray with Padm� and the two Jedi on it.
The Acklay is held back by picadors.
EXT. GEONOSIS, EXECUTION ARENA - CONTINUOUS
Count Dooku and the others watch the Geonosians take position
in front of the heroes.
COUNT DOOKU
As you can see -
Suddenly, a flash of light appears - a lightsaber is holding
Jango at bay.
Dooku turns around as Mace Windu reveals himself while
holding his lightsaber at Jango's throat.
Dooku masks his surprise elegantly.
COUNT DOOKU (CONT'D)
Master Windu, how pleasant of you
to join us.
Unseen by Mace, Dooku presses a button on a small device
attached to his belt.
MACE WINDU
It's over, Dooku.
Mace signals.
At strategic areas in the arena there are sudden flashes of
light as DOZENS OF JEDI ignite their lightsabers.
The crowd is suddenly silent; many Geonosians fly and run
away.
From above, Jedi starfighters streak over the arena.
Obi-Wan smiles.
Several Jedi enter the arena ground and use the Force to make
the Geonosians near the Orray fly backwards.
Obi-Wan and Anakin join in the group Force-push.
Count Dooku's lips curl in slight amusement.
COUNT DOOKU
Brave but foolish, my old Jedi
friend. You are impossibly
outnumbered.
MACE WINDU
I don't think so.
Dooku looks around the great theater, his smile growing.
Dooku signals - and many SUPER BATTLE DROIDS and FEDERATION
CLONE SOLDIERS start to pour into all parts of the arena!
Mace turns as SUPER BATTLE DROIDS appear behind them.
The droids then unmercifully open fire.
Mace deflects the first few bolts as Dooku and the other
dignitaries attempt to move to safer ground.
The droids continue to fire as Mace deflects the bolts right
back at them.
A number of droids are smashed back by their own bolts.
Jango puts on his helmet and brings up his flamethrower and
fires at Mace.
Mace leaps as the flames scorch the area where he was, but
his cloak catches on fire.
The droids blast at Mace in the air.
Mace deflects all the bolts as he flips in mid-air and down
into the arena, his cloak still on fire.
Jango steps back out of the droids' way.
Once on the ground of the arena, Mace throws off his burning
cloak.
A few droids from the VIP box fire at him.
He deflects the bolts and motions with a hand.
The droids are lifted up in the air - Mace motions with his
hand to the ground - and the droids are smashed hard onto the
arena ground.
Meanwhile, the Geonosian spectators fly away to safety.
Mace looks around at the unfolding battle.
Rows of FEDERATION CLONE SOLDIERS enter the arena ground in
formation.
Jedi knights use the Force to push the clones in the front
row. The domino effect causes many of the stupid drones to
tumble over.
Several Jedi run to the center of the arena and throw
lightsabers to Obi-Wan and Anakin.
Super Battle droids blast at Jedi among the tiers.
The Jedi fight for their lives against the superior number of
droids and clones.
The airborne Geonosians fire sonic rays down at the Jedi, and
they prove much more difficult to deflect.
Jedi get thrown by the sonic blasts.
Obi-Wan, Anakin and Padm� are thrown off the Orray by an
explosion.
More DROIDS enter the arena.
Anakin and Obi-Wan manage to slash a few running past them.
Padm� picks up a droid-blaster from the ground.
A droid targets her and starts firing.
Padm� rolls out of the firing line and blasts the machine.
Anakin and Obi-Wan deflect bolts and slash enemies while
Padm� shoots at them.
A Jedi on the tiers destroys a super battle droid, but is hit
by a clone.
A Jedi with two sabers jumps into a group of clones and
slashes away, but is ultimately gunned down.
Various Jedi run, jump, Force-push, Force-throw and deflect
against the large number of enemies.
Jedi Master Yaddle - of Yoda's species - Force-pushes a bunch
of Super Battle Droids into a wall.
A group of Geonosians fly overhead.
A sonic blast hits near her, knocking her down together with
another Jedi.
The other Jedi stays down, but Yaddle leaps up in the air and
levitates there - slashing several of the flying Geonosians
before descending back down.
She deflects blasts from droids and slashes them.
Jedi Knight Kit Fisto slashes a clone, Force-pushes two
others and twists around to deflect bolts from another clone.
A Super Battle Droid pushes the clone aside to get a clear
shot at the Jedi.
Kit deflects the bolts, hitting both the clone and the droid.
He looks up at the roaring engine sounds of Jedi fighters
flying overhead.
EXT. GEONOSIS, OUTSIDE EXECUTION ARENA - CONTINUOUS
The Jedi starfighters fire at droids and Geonosians below,
but are attacked by Geonosian and Trade Federation FIGHTERS!
Buildings open their doors, and underground platforms rise to
the surface, unleashing hordes of ALIEN CLONE SOLDIERS, SUPER
BATTLE DROIDS, and other WAR MACHINES.
Tanks with anti-aircraft guns move into position and join the
battle.
INT. JEDI STARFIGHTER BENDU 1
SAESSEE TIIN
Fighters from above! Formation
Delta! Bendu 3 and 4, form on my
wing!
EXT. GEONOSIS, OUTSIDE EXECUTION ARENA - DAY
The fighters zoom and fight.
Enemy fighters are blasted in heaps, but several Jedi
starfighters are blown away.
The sky is filled with laserfire and explosions.
INT. JEDI STARFIGHTER BENDU 3
JEDI PILOT
There's too many - !
SAESSEE TIIN (V.O.)
Defend the transport!
EXT. GEONOSIS, OUTSIDE EXECUTION ARENA - DAY
The armed Jedi transport that brought the Jedi to the planet
flies towards the arena, guns blazing.
It's under heavy attack.
Jedi starfighters blast a bunch of enemy fighters but a huge
explosion sets the transport on fire.
It tilts over.
Several Jedi manage to jump out before it crashes into the
ground.
Saessee Tiin flies over a group of tanks.
One tank fires an anti-aircraft missile at his fighter.
The Jedi master makes a loop and skims the surface towards
the tank, missile on his tail.
He pulls up just before he reaches the tank.
The missile heads straight towards the tank and IMPACTS,
blowing the vehicle to pieces.
INT. JEDI STARFIGHTER BENDU 1
SAESSEE TIIN
We're outnumbered! Take out as many
as you can! Bendu 6, cover me!
EXT. GEONOSIS, EXECUTION ARENA - CONTINUOUS
Two Jedi starfighters fly into the arena and hover inside it,
blasting at droids and clones.
Count Dooku and the others in the Archducal box duck for
cover.
From above a group of enemy fighters dives down towards the
Jedi fighters.
One is torn apart by the laserfire.
The pilot, Saessee Tiin, ejects and hovers down into the
arena with his rocket-ejection seat.
The fighter crashes into the tiers.
The other fighter flies away, followed by enemy fighters.
Mace Windu watches Saessee come down and runs towards him,
slashing enemies left and right.
He deflects laserbolts while he runs - without even looking.
While two other Jedi help the wounded master pilot out of his
ejection seat while Mace provides cover, deflecting laser
bolts.
Among the tiers, the Jedi are slowly being driven back and
whittled down.
They have killed heaps of Geonosians and knocked out piles of
droids and clones, but the sheer numbers are telling.
Individual Jedi are being gunned down or blasted.
The rest continues to retreat into the arena.
A young Jedi leaps on the edge of the VIP box, ready to
attack Dooku. Jango puts his flamethrower to use and the poor
Jedi is hit and send flying over the side into the arena, on
fire.
Dooku smiles.
Mace runs to join Obi-Wan, back-to-back.
OBI-WAN
We've got to get out of here!
From the VIP box, Jango Panaka spots Obi-Wan and aims a
blaster at the Jedi.
Suddenly the Acklay charges, separating Obi-Wan and Mace
Windu.
The beast chases Obi-Wan across the arena.
Jango can't take his shot.
The Acklay hits Obi-Wan, who trips and falls and drops his
lightsaber.
He is almost crushed by the beast's claws.
Jango, watching from above, rockets down and lands behind Obi
Wan into the arena.
Obi-Wan faces the Acklay and tries to calm the enraged beast
using the Force.
Jango is about to shoot Obi-Wan in the back, but Padm� spots
him and shoots at him.
Jango's jetpack is hit and Jango is sent flying
uncontrollably against a wall.
He loses his blaster.
Obi-Wan looks around and sees what happened.
He and Padm� nod at each other. Anakin stays close to Padm�,
deflecting bolts.
Losing his concentration on the Acklay, Obi-Wan finds the
beast once again charging at him.
Obi-Wan dives out of the way, spots his lightsaber, summons
it back in his hand with the Force and swipes at the Acklay,
chopping off its front legs.
Obi-Wan then drives his lightsaber into the beast's head,
killing it.
Jango recovers and discards his damaged jetpack.
He spots Obi-Wan and draws his second blaster.
Obi-Wan turns and runs towards Jango, deflecting the laser
bolts and using the Force to pull the blaster out of Jango's
hands.
He cuts the weapon in half with his saber.
Obi-Wan continues to run towards Jango, who activates his
flamethrower.
Obi-Wan leaps and jumps over Jango, the deadly line of flames
following him.
Obi-Wan lands behind Jango while Jango turns - flames
throwing - and throws his lightsaber at him.
The lightsaber flies at Jango like a boomerang, catching the
bounty hunter off guard and slicing at his neck.
Jango stands for a moment, flamethrower still active, then
his helmet falls off his body and rolls over the ground.
His burning body drops to the ground.
From the VIP box Count Dooku watches in anger.
Obi-Wan looks down at Jango's lifeless body.
The battle becomes more dramatic. The Jedi prepare for the
worst as more SUPER BATTLE DROIDS enter the arena.
INT. GEONOSIS CITY, MELTING ROOM - DAY
A crane is holding C-3PO.
A laughing Geonosian worker works the controls and the crane
swings Threepio over the melting pit.
R2-D2 watches in horror, held back by a Geonosian with a
force-pike.
SEE-THREEPIO
Wait! Please! I'll do anything you
want!
Threepio is lowered towards the molten metal below.
Suddenly, an explosion outside rocks the room and some of the
lights go out.
The Geonosians are startled, and run out of the room in fear.
The mechanical arm continues to lower Threepio.
SEE-THREEPIO (CONT'D)
Wait! Were are you going? Get me
out of here! Artoo, help!
R2-D2 beeps and whistles and hurries over to the controls.
Threepio's feet hit the molten metal, scorching him.
SEE-THREEPIO (CONT'D)
Ooooh!
Artoo manages to work the controls and he gets Threepio
safely on the ground.
SEE-THREEPIO (CONT'D)
Artoo, you did it!
Artoo whistles.
SEE-THREEPIO (CONT'D)
Let's leave this place.
EXT. GEONOSIS, OUTSIDE EXECUTION ARENA - DAY
A Jedi starfighter is hit and tumbles down towards the ground
and explodes.
Despite their superior piloting skills, the Jedi starfighters
are simply outnumbered; more and more going down and getting
turned into exploding balls of fire. On the battlefield below
clone soldiers, droids and vehicles of various types have
formed a defensive perimeter around the lines of parked
ships.
EXT. GEONOSIS, EXECUTION ARENA - DAY
A squad of super battledroids pushes a group of Jedi into the
defensive. Several Jedi go down.
On the tiers, Jedi Master Plo Koon deflects laserbolts and
slashes a large number of enemy soldiers.
He throws his lightsaber at a group of droids and uses the
Force to control the weapon from a distance - the droids go
down.
He Force-summons his lightsaber back in his hands and twists
around just in time to deflect laserbolts from clones behind
him.
He jumps up just as an explosion hits his position - he
slashes a flying Geonosian in mid-air and lands on the arena
ground where he joins Jedi babe Aayla Secura and faces even
more enemy soldiers.
All over the arena ground Jedi fight for their lives.
Luminari Unduli and her apprentice Bariss Offee synchronize
their actions against super battle droids, slashing many.
They jump over them, but Luminari is hit in mid-air and drops
to the ground - dead.
Bariss yells a battle cry and launches a desperate attack
against the droids.
The super battle droids' weapons blaze mercilessly...
An explosion knocks down Padm�, Anakin and another Jedi.
Anakin and Padm� get up and Padm� picks up a new blaster.
Anakin provides cover.
The other Jedi doesn't get up.
Together with the other surviving Jedi, Mace Windu is pushed
back, deflecting bolts.
He trips and falls.
Obi-Wan jumps over him and deflects laserblasts from oncoming
clones and droids, while Mace recovers.
Count Dooku continues to watch the battle from the VIP box.
Soon, twenty exhausted remaining Jedi (plus Obi-Wan, Anakin
and Padm�) are completely hemmed in to the center of the
arena by countless enemies.
The sand around them is strewn with the bodies of dead
Geonosians and clones, shattered droids, and Jedi.
Dooku lifts his hand, and the soldiers lower their weapons.
Silence.
Plo Koon, Aayla Secura and others are herded into the circle
by clones.
Hundreds of enemy soldiers surround them. The Jedi group
forms a small defensive circle, ready to fight to the last
man.
Obi-Wan checks a fallen Jedi. It's Saessee Tiin. He's dead.
COUNT DOOKU
Master Windu! You have fought
gallantly. Now, it is finished.
(pauses briefly)
Surrender - and your lives will be
spared.
MACE WINDU
We will not be hostages to barter!
COUNT DOOKU
Then I'm sorry, old friend.
The soldiers raise their weapons. Anakin and Padm� look
hopelessly at each other.
Dooku lifts his hand to give the attack order -
BOOM!
A bunch of soldiers is thrown by a blast.
PADME
Look!
Padm� points up to the sky - six ATTACK GUNSHIPS carrying
CLONETROOPS descend into and around the arena, blasting
droids and clones!
The Jedi inside the circle deflect bolts as the gunships set
down in a cluster around the handful of Jedi.
Yoda appears in the opening of one of the Gunships.
YODA
Circle the Jedi! Create a
perimeter!
Yoda waves his hand and a row of enemy soldiers is lifted up
and thrown by the Force!
Upon landing, dozens of Republic Clonetroopers emerge from
these six ships and start firing at the enemy forces.
There is a hail storm of laser fire that bounces off the
laser shields created by the Gunships.
The surviving Jedi dash to the Gunships and scramble in.
Padm�, Anakin, and Obi-Wan jump into one Gunship.
The transport starts to take off.
A clonetrooper is about to get back on board - Obi-Wan
extends his hand to help him - but the poor trooper is hit in
the back and goes down.
Obi-Wan hangs on tight as the Gunship, firing all its
weapons, rises out of the arena up and over the topmost rim,
together with the other gunships.
Dooku watches the ships disappear and moves inside.
EXT. GEONOSIS, LANDING AREA - DAY
Outside on the flat terrain below, a line of parked Trade
Federation, Techno Union and Commerce Guild Transport Ships
are protected by legions of droids and clones.
However, a group of Military Republic Cruisers begins to land
on the countryside surrounding them, unloading loads of
Gunships and six-legged walkers (AT-TE's) as well as
thousands of clonetroopers.
EXT. GEONOSIS, REPUBLIC COMMAND CRUISER - DAY
Troops and AT-TE's protect a cruiser while it automatically
unloads more and more hardware, and more and more troopers
exit the craft.
Geonosian fighters attack the cruiser, hitting its shields.
A responds of anti-aircraft fire follows.
INT. GEONOSIS, COMMAND CENTER
Poggle, Dooku, and Rune Haaku rush into a huge command
center.
In the center of the room is a large holo-map displaying the
battlefield were they can see schematics of the Republic
forces deploying their war machines around the landing area.
Around the perimeter of the room Geonosian SOLDIERS monitor
the Republic Army's advances on large semitransparent maps.
POGGLE
All our communications have been
jammed!
RUNE HAAKU
The Jedi have amassed a huge army!
COUNT DOOKU
That doesn't seem possible. How did
they come up with an army this
quickly?
RUNE HAAKU
We must send all available troops
into battle!
Dooku shakes his head.
COUNT DOOKU
There are too many. They will soon
have us surrounded.
In the near distance, a massive explosion.
EXT. GEONOSIS BATTLEFIELD - DAY
LAAT/C gunships take off from the landing area and carry AT
TE walkers into the battlefield, each carrying troops
themselves and unloading them.
LAAT/i Gunships drop off troops and fire at droid forces.
The remaining Jedi starfighters provide cover and continue to
engage enemy fighters.
The Republic Gunships carrying the Jedi circle towering
stalagmites as they join the other craft and head toward the
battlefield.
Tanks fire with lasercannons at the Gunships.
INT. GUNSHIP NUMBER ONE
Ground fire and explosions rock the Gunship. Padm�, Anakin
and Obi-Wan steady themselves.
OBI-WAN
Hold on!
ANAKIN
(to Padm�)
You call this a diplomatic
solution?
PADME
No, I call this "aggressive
negotiations"!
Anti-aircraft fire streaks past the gunships.
INT. GUNSHIP NUMBER TWO
The battle rages on.
The gunship next to Gunship Number Two is blown out of the
sky.
The Jedi inside Gunship Number Two flinch at the explosion.
Mace Windu stares at the incredible sight.
YODA
We must capture Dooku!
MACE WINDU
Captain, land at that assembly
point ahead.
CLONE CAPTAIN
Yes, sir.
EXT. GEONOSIS BATTLEFIELD, ASSEMBLY POINT - CONTINUOUS
The Gunship lands.
Mace Windu, Plo Koon, Kit Fisto and others spill from the
Gunship.
The Gunship lifts off with Yoda on board.
Mace and the others approach the clones.
CLONE CAPTAIN 2
Master Jedi, we have five command
posts at your disposal.
EXT. GEONOSIS, PLAIN - DAY
Artoo and Threepio make it out of the huge building they had
been in.
Tanks in front of them move towards the battlefield.
A big Geonosian operated Spider-Walker steps straight over
Threepio, totally ignoring him.
SEE-THREEPIO
Oh no! This is madness!
Artoo rolls toward the hills, in the direction our heroes
landed their starship earlier.
SEE-THREEPIO (CONT'D)
Artoo-Detoo, wait for me!
INT. GEONOSIS, COMMAND CENTER
Dooku, Poggle, and Rune stand around the holo-map. Rune turns
to leave.
RUNE HAAKU
This is not going well at all.
POGGLE
(in Genosian, to his
aides)
Order a retreat.
He turns to Dooku.
POGGLE (CONT'D)
I am sending all my warriors deep
into the catacombs to hide!
COUNT DOOKU
They will come after me. I must
leave. Order the transports to lift
off at once and clear the system.
With a bow, the Count sweeps out of the room.
EXT. GEONOSIS BATTLEFIELD - DAY
Gunship #1 skims the battlefield, firing down, deflecting
answering fire from the droids and war machines.
Clone troopers and Padm� fire from the gunship at the droids,
while the two Jedi deflect bolts with their lightsabers.
Clonetroopers advance, firing at the massed enemy units.
Troopers on speeder bikes race around, blasting key enemy
positions with grenades.
Enemy tanks fire missiles at republic walkers and gunships.
INTERCUT. GUNSHIP NUMBER ONE/GEONOSIS BATTLEFIELD - DAY
Obi-Wan, Anakin, and Padm� watch from the open Gunship.
On the battleground below, Confederacy war machines fire at
the Clone Troopers and Republic Gunships.
A walker is blown up by missiles - knocking the troopers
around it down.
Lightsaber-wielding Jedi lead clonetroops towards Super
Battle Droids and alien clonetroops.
The gunships sweep over the enemy forces, blowing them up.
Gunship #1 flies low towards Techno Union starships.
ANAKIN
Aim right above the fuel cells!
Laser fire pelts the base of the Techno Union ship.
Rocked with explosions, it begins to tilt over and crashes
onto the defending droids below.
The Gunships split up.
OBI-WAN
Good call!
Those Federation ships are taking
off. Target them quickly.
One Trade Federation ship begins to rise from its docking
port.
Gunship #1 fires on the starship, with no apparent damage.
It skims the command tower of the ship.
ANAKIN
They're too big. The ground troops
will have to take them out.
EXT. GEONOSIS, REPUBLIC COMMAND CRUISER - DAY
Gunship #2 lands on the main Republic Cruiser.
INT. REPUBLIC COMMAND CRUISER, COMMAND CENTER - DAY
Yoda enters the command center in the main cruiser.
Jedi master Oppo Rancisis, OTHER JEDI, and SEVERAL CLONE
COMMANDERS (including a few Boba Fett-like Supertroopers) are
directing the battle.
On screens and holo-displays various parts of the battle can
be seen.
OPPO RANCISIS
All forward positions are
advancing.
YODA
Very good. Very good.
They look at a display of AT-TE's advancing in battle.
YODA (CONT'D)
More squads to the left. Divide
their defenses. Destroy those
ships, we will deal with the
factories later.
The communications system crackles.
MACE WINDU (V.O.)
We're moving in on the Core ships.
Let the artillery close in.
EXT. GEONOSIS BATTLEFIELD - DAY
The six legged AT-TE's, escorted by troopers, walk towards
the escaping ships.
Command-walkers walk behind them with heavy tanks closing in.
Laser blasts, missiles and explosions everywhere.
Troopers return fire at flying Geonosian warriors attacking
from above, shooting them down.
Fighters battle over-head.
INT. COMMAND WALKER ONE
Plo Koon stands next to 2 CLONE COMMANDERS.
PLO KOON
Hold position.
Ahead of his walker, an enemy tank fires missiles -
INT. COMMAND WALKER TWO
Mace Windu is in the second command walker.
Through the window, he can see the battle and Plo Koon's
walker.
PLO KOON (V.O.)
Artillery ready to -
An explosion cuts him off -
EXT. GEONOSIS BATTLEFIELD - DAY
Command walker #1 is blown up by missile fire.
INT. COMMAND WALKER TWO
In his own walker, Mace Windu flinches at the explosion and
is shocked by the loss of another friend.
EXT. GEONOSIS BATTLEFIELD - DAY
The Gunships, fighters and walkers continue to fire on the
Trade Federation Core ships.
The Core ships continue to lift into the sky.
INT. REPUBLIC COMMAND CRUISER, COMMAND CENTER - CONTINUOUS
OPPO RANCISIS
Concentrate all your fire on the
nearest ship.
CLONE COMMANDER
Yes, sir.
EXT. GEONOSIS BATTLEFIELD - CONTINUOUS
The large Republic tanks fire projectiles at the Trade
Federation core ship.
The ship finally begins to weaken under the constant fire.
INT. REPUBLIC COMMAND CRUISER, COMMAND CENTER - CONTINUOUS
The clone commanders are pleased.
EXT. GEONOSIS BATTLEFIELD - CONTINUOUS
The starship begins to fall and then explodes into a
fireball. Huge amounts of dust and sand engulf the
battlefield.
INT. GEONOSIS, SECRET UNDERGROUND HANGAR
Rune Haaku and his aide board a Federation shuttle.
The craft takes off from the underground hangar.
EXT. GEONOSIS, SECRET UNDERGROUND HANGAR - CONTINUOUS
The round hangar door in the ground slides open and the
Federation shuttle exits the underground hangar and flies
away.
INT. GUNSHIP NUMBER ONE
Obi-Wan, Anakin, and Padm� are at the open sides of the
Gunship.
Clones fire down at the enemies below.
Dust and sand are everywhere, obscuring most of the view.
OBI-WAN
Look! Over there.
They see the Federation shuttle fly away from behind some
hills.
ANAKIN
There must be a hangar! Dooku may
be there!
OBI-WAN
We can't let him escape. Pilot, go
there!
CLONE PILOT
Yes sir.
The gunship leaves the battlefield and flies toward the area
the shuttle appeared from, into a canyon.
EXT. GEONOSIS, CANYON LEADING TO SECRET HANGAR - DAY
Gunship Number One passes an anti-aircraft gun manned by
Geonosians.
The gun fires at the gunship and destroys one of its side
guns.
The gunship lurches on its side, causing Padm� and a
Clonetrooper to be violently flung out of the open doors onto
the ground!
INT. GUNSHIP NUMBER ONE
ANAKIN
Padm�!
Anakin stares down in horror as Padm� hits and rolls over the
ground below.
ANAKIN (CONT'D)
Put the ship down! DOWN!
Anakin lunges at the pilot, but Obi-Wan grabs him and holds
him back.
OBI-WAN
Don't let your personal feelings
get in the way!
(to the pilot)
To that hangar!
The Gunship continues towards the hangar.
Anakin forces himself out of Obi-Wan's grip.
ANAKIN
Lower the ship!
OBI-WAN
Anakin, I can't take Dooku alone! I
need you! If we catch him, we can
end this war right now!
ANAKIN
I don't care. PUT THE SHIP DOWN!
Obi-Wan goes ashen.
OBI-WAN
You'll be expelled from the Jedi
Order.
ANAKIN
I can't leave her.
OBI-WAN
Come to your senses! What do you
think Padm� would do if she were in
your position?
That question stops Anakin up short. Reluctantly, he gives
up.
EXT. GEONOSIS, LANDING AREA - DAY
The Organa starship is still were we left it. The ramp is
retracting.
INT. ORGANA STARSHIP, COCKPIT
R2-D2 rolls into the cockpit and plugs into a console.
Info and images start appearing on displays.
C-3PO enters the cockpit.
SEE-THREEPIO
We made it! Now we stay here and
wait for help.
He notices R2-D2 at work.
SEE-THREEPIO (CONT'D)
What are you doing?
Artoo responds.
SEE-THREEPIO (CONT'D)
You're not supposed to monitor
those transmissions! What do you
think you are? A general?!
Suddenly Artoo starts beeping furiously.
SEE-THREEPIO (CONT'D)
That is not your business! You will
get us in trouble.
Artoo fiddles with his plug-in device in the console and the
engines start firing up.
SEE-THREEPIO (CONT'D)
Stop! You can't do that!
The ship starts to take off...
EXT. GEONOSIS BATTLEFIELD - DAY
Clonetroopers blast through the dust at droids.
Confederacy tanks move away from the battlefield.
Several droid transports manage to take off, with fighters
escorting them away from the planet.
Other ships have been turned into smoking wrecks by the
Republic forces.
INT. REPUBLIC COMMAND, COMMAND CENTER - DAY
Yoda stands next to the Clone Commander.
CLONE COMMANDER
The Confederacy army is at full
retreat, master Yoda.
YODA
Well done, commander.
EXT. GEONOSIS, CANYON LEADING TO SECRET HANGAR - DAY
On the ground, the clonetrooper gets up and approaches Padm�,
who is recovering from her fall. She painfully holds the arm
she fell on.
CLONE TROOPER
Are you all right?
PADME
(moaning)
Uh-huh. I think so.
CLONE TROOPER
I've requested a transport. We
better get you back to the forward
CommaAAARCH!!!
Suddenly, the clone trooper is hit by a blast and goes down.
Padm� turns and looks in horror at advancing HOMING SPIDER
DROIDS.
Still in pain, she runs away.
She reaches some rocks and tries to climb them.
Laser blasts explode around her.
EXT. GEONOSIS, SECRET UNDERGROUND HANGAR - DAY
An anti-aircraft gun opens fire at Gunship #1.
The gunship returns fire and the gun is blown up.
The gunship reaches the open entrance to the underground
hangar - where the Federation shuttle took off from - and
hovers over it.
Anakin, Obi-Wan and five clone troopers - who use cables -
jump down from the gunship into the hangar.
INT. GEONOSIS, SECRET UNDERGROUND HANGAR - CONTINUOUS
They enter the hangar.
ANAKIN
Dooku!
They spot Dooku at the end of the hangar.
Dooku points GEONOSIAN WARRIORS their way and walks away into
a corridor.
The Geonosians open fire with their sonic blasters at the
Jedi and troopers, who take cover and return fire.
One trooper is hit full by a sonic blast and flies across the
hangar against a wall.
EXT. GEONOSIS, CANYON LEADING TO SECRET HANGAR - DAY
Padm� runs for her life.
The droids come over a hill and fire at her.
There is no escape...
Suddenly a familiar looking chrome starship flies over her
head, skims the ground and knocks over some of the droids
with its landing gear!
It turns around in the air, comes back, flies over the
droids, extends its ramp and hovers near Padm�.
She jumps up the ramp, and runs inside.
The ship flies off, shot at by the recovering droids.
INT. ORGANA STARSHIP, COCKPIT
Threepio is in the pilot seat and Artoo is still connected to
the control panel.
SEE-THREEPIO
She's safe! We did it!
Artoo is equally happy.
INT. GEONOSIS, SECRET UNDERGROUND HANGAR - DAY
The two Jedi and the clonetroopers continue to fight the
Geonosians.
Several troopers go down; the Jedi use the Force to push
Geonosians against the walls and floor.
All Geonosians go down, but one shot from a sonic blaster
hits a fuel tank.
The fuel tank EXPLODES and knocks the men down.
Obi-Wan screams in pain.
Anakin gets up and looks at the rest.
The clone troopers are dead.
He looks at Obi-Wan.
His master is in pain. Small pieces of metal are stuck in Obi
Wan's legs and back.
ANAKIN
Master!
OBI-WAN
Aah! I'm alright. Must. Stop.
Dooku!
He tries to get up but he can't. He's too badly injured.
ANAKIN
I'll take him myself!
Anakin turns to run into the next hangar.
OBI-WAN
Anakin, wait! He's too powerful!
ANAKIN
I'm taking him now!
OBI-WAN
Anakin!
Obi-Wan holds up his lightsaber and Anakin turns back to take
it.
ANAKIN
I'll stop him.
He runs off inside the adjacent hangar.
OBI-WAN
Anakin! Careful! Stay calm! Aarch!
INT. GEONOSIS, DOOKU'S UNDERGROUND HANGAR
Count Dooku's INTERSTELLAR SAIL SHIP is parked inside the
hangar.
Several generators and other objects are positioned in the
room.
A HUGE GENERATOR hangs from one wall.
Count Dooku instructs his DROID PILOT, after which it enters
the ship.
Anakin rushes into the hangar.
Dooku smiles at the young man with amusement.
ANAKIN
You're going to pay for all the
Jedi you killed today, Dooku!
Without thinking, Anakin charges at Dooku, two lightsabers
raised.
But just as the young apprentice is about to strike his first
blow, Dooku calmly lifts his arm.
Anakin is lifted up and flung across the room to the opposite
wall.
He slumps to the foot of the wall.
COUNT DOOKU
Young Skywalker, I am far more
powerful than you. Now back down.
Anakin gets up and raises his lightsabers, ready for battle.
ANAKIN
Not so fast.
Dooku pulls out a curved lightsaber handle, and a scarlet
blade shoots out of it.
He raises it to his face in salute.
COUNT DOOKU
Ah, but if I must.
Anakin charges, a little more careful this time.
He swings his sabers at Dooku, who blocks them with his own.
The two clash blades in a furious exchange of swings.
Anakin drives Dooku back.
Dooku handles his lightsaber much like a master fencer with
his foil.
Using calculated moves and expending little energy, Dooku
easily blocks Anakin's wide, sweeping strikes.
Even with two blades at his disposal, Anakin can't get
through Dooku's defense.
COUNT DOOKU (CONT'D)
Young apprentice, you disappoint
me. Has your master taught you so
poorly?
He parries another blow from Anakin, and forces him back.
Dooku uses the Force to lift an object and Force-throws it at
Anakin.
The young man is hit and he drops one of his sabers on the
floor.
COUNT DOOKU (CONT'D)
Surely you can do better?
Anakin takes a deep breath, gets a fresh grip on his
remaining lightsaber, and comes in again.
For a moment, he drives Count Dooku back.
Then Dooku's superior skill begins to tell again, and he
forces Anakin to retreat.
Dooku increases the tempo of his attack.
Anakin is pushed to the limit to defend himself.
Dooku presses.
Dooku uses the Force to lift another object and hurls it at
Anakin, knocking him off his balance.
Anakin is off his guard for a moment.
Dooku charges. Anakin tries to block him, but Dooku makes a
surprise move and cuts Anakin's sword arm off at the elbow
and Force-pushes him away, on to the floor!
ANAKIN
Aaaaarch!!!!!
Count Dooku sighs.
COUNT DOOKU
You have fought well, young
learner, but as you can see, my
powers are far beyond yours.
(beat)
It is sad. I see so much potential
in you. If only you knew the true
nature of the Force. I could use a
man like you, Skywalker. Let me
teach you how to use the Force to
its full power!
Anakin tries to recover.
ANAKIN
I won't turn like you, traitor!
COUNT DOOKU
Don't let your master's words blind
you, young fool. I preached them
myself for many years. "To be a
Jedi is to go beyond the Dark
Side."
(passionate)
But I felt hampered in my powers. I
knew there had to be more. I found
what they are afraid to learn, what
they are afraid to understand, to
accept! The true nature of the
Force! Embracing the Dark Side is
embracing full power!
ANAKIN
Liar!
COUNT DOOKU
You can't fool me like you fool
yourself, boy. I can feel your
struggle. You know there is more.
ANAKIN
Never.
Dooku shrugs.
COUNT DOOKU
Then you will die.
He moves towards Anakin, blade ready.
OBI-WAN (O.S.)
Dooku!
Suddenly the discarded lightsaber on the floor ignites and
flies towards Dooku.
The wounded Obi-Wan has dragged himself into the hangar
entrance, and Force-hurls the lightsaber towards Dooku.
Dooku quickly raises his own saber, ducks out of the way and
destroys the flying saber's hilt in mid-air.
COUNT DOOKU
Ah, Obi-Wan. How pathetic. Allow me
to put you out of your misery.
Dooku walks away from Anakin and approaches the near helpless
Obi-Wan, lightsaber ready. Obi-Wan uses all his remaining
powers to Force-throw an object at Dooku, but the Sith lord
stops the object in mid-air, and Force-throws it back at Obi
Wan, knocking him back down.
Obi-Wan is barely conscious.
COUNT DOOKU (CONT'D)
(to Anakin)
Watch, young one. You are unable to
save your friends, you are unable
to defeat me. Accept the failure of
your Jedi training!
Dooku raises his blade for the final blow as Obi-Wan stares
at him helplessly -
Dooku brings his saber down - and hits the floor as Obi-Wan
suddenly slides out of the way!
Dooku turns to look at Anakin, who used the Force to move Obi
Wan.
Anakin approaches with his saber in his remaining hand,
looking very angry.
Dooku is surprised and takes a step back.
He regards Anakin with incredulity.
COUNT DOOKU (CONT'D)
That's brave of you, boy - but
foolish. Your master is not worth
saving.
ANAKIN
DIE!!!
Anakin launches a furious attack on Dooku, who is pushed back
and is forced to defend himself with caution.
Anakin has only one arm to fight with, but he ignores the
pain and fights with a fury unseen before.
Dooku parries and ripostes.
He jumps behind a machine.
COUNT DOOKU
Very impressive. You're a quick
learner.
You turn your pain into strength!
Now let the hatred flow through
you! Open your soul and let the
Dark Side take control!
Anakin yells and slashes furiously at Dooku, hacking into the
machine.
Dooku jumps from behind the machine and the duel continues.
Anakin slashes at Dooku and the Count goes down - his outfit
torn, and his lightsaber cut in half and sent flying out of
his hands!
Anakin breathes heavily, a look of pure hatred on his face.
Dooku is on the floor near the ramp of his ship.
He sighs and touches his wounds.
He looks at the blood on his fingers and laughs.
COUNT DOOKU (CONT'D)
You are most promising, young one,
but you are not there yet. Learn to
channel the fury of the Dark Side,
and you will be invincible.
Anakin approaches Dooku, lightsaber ready, shaking with rage.
ANAKIN
It ends here.
Still down on the ground, Dooku presses a button on the
device on his belt.
The droid in his ship works the controls and the engines fire
up.
For an instant, Anakin is distracted.
The huge generator is held to the far wall by hinges.
Mustering all the strength he can find, Dooku - using the
Force - breaks the hinges and gravity makes the big generator
come crashing down on Obi-Wan.
Obi-Wan is about to be crushed - but Anakin quickly uses the
Force to keep the heavy object from crushing his master.
Dooku gets up.
COUNT DOOKU
This is just the beginning...
Anakin closes his eyes and concentrates.
The fallen generator trembles and starts to lift.
Count Dooku runs up the ship's ramp, throwing a last look
back before going inside.
The hangar doors in the ceiling slide open.
The sound of the Sail Ship's engines get louder.
Anakin concentrates harder.
Slowly, the generator rises.
The sound of the engines increases and the Sail Ship starts
to take off.
Anakin exerts every ounce of his powers.
The generator lifts clear of Obi-Wan and is thrown on the
ground.
Dooku's Sail Ship flies out of the hangar.
Anakin drops to the ground, totally exhausted.
EXT. GEONOSIS, SECRET UNDERGROUND HANGAR
Padm� jumps out of the Organa starship onto the ground near
the open hangar.
She sees Dooku's ship fly away and shoots at it with her
blaster, but the Sail ship flies away safely.
EXT. SPACE, GEONOSIS, STARSHIP ASSEMBLY POINT
The last Trade Federation Core ships dock with their hangar
rings, escorted by fighters.
Passing one of the rising Trade Federation ships, the solar
sails unfurl on Dooku's ship.
It flies away.
INT. GEONOSIS, DOOKU'S UNDERGROUND HANGAR - DAY
Padm� enters the hangar and spots the two wounded Jedi.
PADME
Obi-Wan! Anakin!!
Padm� runs up to Anakin and throws her arms around him.
Anakin is so tired and exhausted that he can barely respond.
Obi-Wan looks at the two and sighs.
DISSOLVE TO:
EXT. SPACE, GEONOSIS
A Jedi MEDICAL CORVETTE hangs in orbit over Geonosis.
The asteroid rings stretch out below.
The smaller Organa starship is attached to the corvette.
Several other Republic craft are also in orbit.
INT. MEDICAL CORVETTE, BACTA ROOM
Yoda looks on as Obi-Wan is lifted out of a tank filled with
healing BACTA fluid.
INT. MEDICAL CORVETTE, RECOVERY ROOM
Obi-Wan is on a bed in the recovery ward of the ship.
He's not the only patient. Medical droids and doctors attend
to the patients.
Yoda and Mace Windu are at the side of Obi-Wan's bed.
MACE WINDU
What about your apprentice?
OBI-WAN
He took a beating, but I think
he'll be fine.
(beat)
Do you believe what Dooku said?
About this Darth Sidious
controlling the Senate? It doesn't
feel right.
MACE WINDU
Dooku has become unreliable. He has
joined the Dark Side. Lies,
deceit...creating mistrust are his
ways now.
YODA
Nevertheless, I feel we should keep
a closer eye on the Senate.
MACE WINDU
I agree.
INT. MEDICAL CORVETTE, DOCKING BAY
Bail Organa, C-3PO, and R2-D2 stand near the access hatch to
the chrome starship.
Padm� and Anakin approach.
Anakin now has a mechanical right arm. The 'skin' is not yet
on it, leaving the mechanics and wires visible.
BAIL ORGANA
Ready?
PADME
Yes. Thank you, Bail.
BAIL ORGANA
I'm not sure I did the right thing
by calling for the Chancellor to
have emergency powers.
PADME
I'm not happy with it either, but
you did what you had to do. Without
the clones, it wouldn't have been a
victory.
BAIL ORGANA
(sad)
Victory? No, this was no victory.
Now the war has begun.
Bail enters the access hatch and turns to the droids.
BAIL ORGANA (CONT'D)
Let's go.
The droids follow.
Anakin has been looking on from a distance.
Padm� turns to him.
PADME
I don't want to leave you.
Anakin walks to her and holds her.
ANAKIN
I will come to you as soon as I
can. I don't care about anything
else.
Tears run down Padm�'s cheeks.
They look deeply into each other's eyes.
They kiss.
Padm� touches Anakin's mechanical hand and shivers slightly.
She lets go and turns to leave.
She looks back one last time before she enters the starship.
The hatch closes behind her.
Anakin looks on through a window as the chrome ship detaches
from the corvette and flies away.
EXT. SPACE, GEONOSIS
The chrome starship flies away from the corvette.
A large Republic Cruiser soars into view, leaving Geonosis.
Other cruisers join it.
FADE OUT
THE END
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