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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