Parallel Universe Star Wars, Episode 6: Dark Destiny
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PARALLEL UNIVERSE STAR WARS
EPISODE VI
DARK DESTINY


by
DARTH SILLYNAME, 
the Dynamic Villain



Based on the Star Wars saga,
By George Lucas


Last Revision
April 2005

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

-------------------------------------------------------------------------------------------
This is the third prequel rewrite, and the final episode of the prequel-era rewrites. Compared to the real prequels, 
this would be Episode 3, but I intend to do 3 pre-prequels, so now it's Episode 6 
(in fact it's episode 7 if you've read my alternate 'split-up' 
episode 1 rewrites: The Impending Doom, and the Evil Unleashed. Confused? Good!)

Click here to read the script (129 pages, in one html file).

For those who haven't bothered to read the first episodes (shame on you! Go read them now!), I'll give a quick 
summary of what has happened:

While Obi-Wan believes Anakin has been well trained, 
Anakin himself is moving towards a philosophy the Jedi would not approve of. 
Anakin was 14 in the first Episode, Padm� 16.
Padm� and Anakin secretly love each other, but they can't tell anyone 
(they're also not married). 
Anakin also hasn't told anyone just what he did to a village of innocent 
Sand People on Tatooine, when he was overcome with emotions and the Dark Side 
after three Sand People had brutally murdered his mother. 
The former idealistic Jedi Dooku is now not only the leader of the 
Confederacy of Independent Systems, but has also turned to the Dark Side. 
In "Evil Unleashed" he accompanied Obi-Wan and Anakin on an adventure, 
and left the Order in the end. In "Mystery Of The Clones" episode he fought Anakin, 
and tried to seduce him to the Dark Side, but had to flee in the end.
Yoda talks 'normal' (will change in this episode), and he never fought 
Dooku in the previous episode.
Sab� Amidala is the queen of Naboo, Padm� is her half sister. 
Padm� is also much more 'alive' and mature than in the real prequels. 
Obi-Wan is a bit older than in the real prequels. 
Qui-Gon Jinn was a female Jedi master who was killed in the first episode. 
Nute Gunray, a human, was also killed.
In "Evil Unleashed" we learnt the tale of the Witches of Naboo - 
about one crazy witch who stole the mysterious Kyber Crystal 
and freed the evil Sith spirit that was imprisoned inside. This Darth Sidious...where is he?!

With the Republic at war against the separatists, and a new army of clones and others 
'assisting' the Jedi, the Jedi Order may not survive this conflict...

With a twenty year gap in between this episode and the next, and with the intend to keep
some things a surprise, some stuff is left off the page.
You won't see Darth Vader. In fact, it's not clear if Anakin is still alive in the end.
Artoo and Threepio don't have their memories erased. 
It's talked about, so we can assume it happened later.
Not all the Jedi Knights are killed in the end. 
Vader helped the Empire hunt down and destroy the Jedi Knights, remember?
The Empire is only 'officially' formed after this episode.
We also won't see just how many babies there are, or what the gender is, 
or what his/her/their name(s) is/are. 
Obi-Wan won't drop off Luke at the Lars homestead. 
We really don't need to see that in order to understand that that's what he did 
when we get to the next episode.

Some things are inconsistent with the Classic Trilogy. Sab� Amidala - Padm�'s half-sister,
lives to fight another day. She may return later in my Classic Trilogy rewrites.
In 'Return of the Jedi' Leia remembered her real mother, but with Padm� dead 
(oops, a huge spoiler!) shortly after giving birth, this seems unlikely - 
unless Leia is not her daughter, and she might not be in my Classic Trilogy rewrites.
Don't expect to find Boba Fett in this script (although some guys look like him).

The reason why I don't show all this stuff: Simple, we don't need to see it. 
This is a prequel episode, and it concentrates on prequel stuff. 
Everything that's not shown will still be made clear by having characters talk about it
in this episode and the next ones, and by seeing the situation in the next episode, 
which takes place 20 years later. That's a long time.
There's plenty of other stuff to show that's actually worth showing!

Well...at least we will discover just what the deal is with that Dagobah cave, 
and just how Yoda found out about that planet. That's something!

This fanscript was written before I read the screenplay of the real
episode 3: Revenge of the Sith (A title I actually wanted to use years ago).
Having read it (it reads like another - amateuristic - fanscript),
I can honestly say that I like the way I have done things better.
If that hurts your feelings because you think Lucas is a genius...too bad.

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

Now have fun!
------------------------------------------------------------------


               FADE IN:



               EXT. SPACE

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

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

                                       STAR WARS

                                      EPISODE VI

                                     DARK DESTINY

               Chaos has engulfed the galaxy.
               The  war between  the Galactic 
               Republic  and  the Confederacy 
               of   Independent  Systems  has 
               ravaged countless worlds.

               Using  his  emergency  powers, 
               Supreme  Chancellor  Palpatine 
               has   declared   MARTIAL   LAW 
               throughout the Republic, while
               the  weakened  Jedi Order  has 
               lost much of  its power to the 
               mighty new Republic Army.

               Facing defeat and tired of the
               conflict, elements  within the 
               Confederacy   have  agreed  to 
               attend   a  peace  conference, 
               organized  by   Senator  Padm� 
               Naberrie   -   defying   their 
               leader, the Sith Lord Dooku...



               PAN DOWN 

               Through a vast sea of stars to reveal a breathtaking NEBULA
               in deep space.

               A CONFEDERACY CRUISER thunders into view, on its way to the
               nebula.



               INT. CONFEDERACY CRUISER, DOOKU'S QUARTERS

               COUNT DOOKU walks into his quarters and steps onto a
               holographic projection pad.

               Before him a big hologram of the evil Sith Lord DARTH
               SIDIOUS appears. His face is covered in the shadows of his
               cloak.

                                   DARTH SIDIOUS
                             (hologram)
                         The peace conference must not
                         succeed.

                                   DOOKU
                         It is of no concern. The end is
                         near.

                                   DARTH SIDIOUS
                         The time is not right. You will
                         stop these traitors, and you will
                         follow my orders, my dark
                         apprentice.

                                   DOOKU
                         Apprentice? You have taught me
                         all I need to know.

                                   DARTH SIDIOUS
                         Don't be so sure. You wish to
                         challenge me, Darth Tyranus?

               A beat.

                                   DOOKU
                         We will destroy the Jedi and join
                         the galaxy under the rule of the
                         Sith. The traitors will be
                         eliminated, my Master.

                                   DARTH SIDIOUS
                         Good...good. Together we shall
                         rule the galaxy, my friend.

               The hologram fades away.

               Dooku walks away from the holo-pad and looks out through a
               window at the nebula.

                                   DOOKU
                         I wouldn't be so sure of that,
                         "my master".



               EXT. SPACE, MON CALAMARI

               Republic cruisers are in orbit over the ocean planet MON
               CALAMARI. 
               Several Mon Calamari ships are also in orbit, as well as
               numerous fighters: some Jedi star-fighters, including
               modified fighters without an astromech unit, and with fixed
               hyperdrive engines. Also patrolling the area are some TIE
               PROTO fighters, bulkier and less high-tech than their mass
               produced successors from the Classic Trilogy.
               A Victory Class Star Destroyer zooms over the other ships.

               A SHUTTLE debarks from a Republic cruiser, and heads for
               the planet.



               EXT. MON CALAMARI, LANDING PLATFORMS - DAY

               The shuttle flies over the ocean surface of the planet and
               past a floating city to a series of landing platforms and
               strange towers that rise above the water.



               EXT. UNDERWATER CITY (MON CALAMARI) - DAY

               Long elevator tubes lead from the surface to deep under
               water.
               The tubes lead to a splendid UNDERWATER CITY. Its organic
               shapes almost make it appear alive. 

               Several craft move through the water outside the city,
               including Calamari sub-fighters.



               INT. UNDERWATER CITY, CORRIDOR

               The droids ARTOO-DETOO (R2-D2), and SEE-THREEPIO (C-3PO)
               walk through a corridor to the reception area of the
               underwater city. PEOPLE, CALAMARI, GUARDS, DROIDS, and
               DIGNITARIES hurry about.

               The Calamari are red, fish-like aliens with big eyes (like
               Admiral Ackbar from 'Return of the Jedi').
               Threepio now has a bronze-metallic color. 

               Artoo bleeps.

                                   SEE-THREEPIO
                         I really don't know what mistress
                         Padm� wishes to achieve with
                         this. The stories I heard about
                         these people -

               Artoo bleeps again.

                                   SEE-THREEPIO (cont'd)
                         You would fry your circuits if I
                         told you.

               Another series of bleeps.

                                   SEE-THREEPIO (cont'd)
                         She shouldn't concern herself
                         with this, especially in her
                         condition! We should speak to
                         her.

               Artoo bleeps and whistles.

                                   SEE-THREEPIO (cont'd)
                         What to say? I am a protocol
                         droid! I am programmed to
                         converse with humans, of course I
                         will know what to say!

               Artoo whistles.



               INT. UNDERWATER CITY, RECEPTION AREA - CONTINUOUS

               The droids arrive in a reception area, with elevator tubes
               extending to the surface.

               Several GUARDS and DIGNITARIES are present, including the
               CALAMARI PRIME MINISTER; BAIL ORGANA, the senator from
               Alderaan; and PADME NABERRIE, the senator from NABOO. 
               The droids join DORM�, Padm�'s handmaiden.
               Padm� stands with her back to them.

               An elevator cart comes down and the doors open.

               Out come JEDI MASTERS MACE WINDU, KI-ADI MUNDI, OBI-WAN
               KENOBI, and Jedi Knight ANAKIN SKYWALKER.
               Obi-Wan has clearly aged. The troubles of the war have made
               much of his hair turn grey, and his beard is shorter.

               Anakin has clearly been affected by the war. His hair is
               long, his face aged, and his body is now much more
               muscular. His bionic lower right arm and hand are covered
               in a black leather glove. A scar in his neck. His 'padawan
               braid' is now gone, since he's a knight.

               These are men scarred by the horrors of war.

               Mace Windu approaches the prime minister and Padm�. He bows
               slightly.

                                   CALAMARI PRIME MINISTER
                         Welcome to Mon Calamari, Master
                         Jedi. We are honored to host the
                         peace conference.

                                   MACE WINDU
                         We are honored to be here, prime
                         minister.

               Mace turns to Padm�.

                                   MACE WINDU (cont'd)
                         Senator Naberrie, let's hope the
                         Confederacy delegation is sincere
                         in its intentions.

                                   PADME
                         I'm certain we can reach an
                         agreement, Master Windu.

               Mace nods and walks on to the other delegates. Ki-Adi
               follows and nods politely.

                                   PADME (cont'd)
                         Master Mundi.

               Then Obi-Wan and Anakin stand before Padm�. 
               Padm� glances at Anakin. 

               Anakin looks...and his mouth falls open in amazement...

               Obi-Wan shakes Padm�'s hand and smiles.

                                   OBI-WAN
                         Senator...Padm�...I hope you are
                         well.

                                   PADME
                         We are in good health, Master
                         Kenobi. It's good to see you
                         again.

                                   OBI-WAN
                         Always a pleasure.

               Obi-Wan walks on to meet the others.

               Anakin now stands before Padm�. He looks at Obi-Wan - his
               master is in conversation with Bail Organa.
               He looks back at Padm�. She is nervous.

                                   PADME
                         Hello Anakin.

               Anakin doesn't speak. He only stares wide-eyed at Padm�'s
               VERY PREGNANT BELLY!
               An uneasy silence.

                                   PADME (cont'd)
                             (softly)
                         Meet me later. We have to talk.

               At last, Anakin speaks.

                                   ANAKIN
                         Yes...I think we should.

               Padm� walks away and Anakin joins the other Jedi. He looks
               back as Padm�, Dorm�, and the droids walk away.



               EXT. UNDERWATER CITY, OUTSIDE (MON CALAMARI) - DAY 

               Several sub-fighters 'fly' past the city under water.
               Strange fish swim around.

               Through a window in the city Anakin looks outside, lost in
               thought.

               Through a window nearby the light of a conference room
               shines out into the ocean.



               INT. UNDERWATER CITY, CONFERENCE ROOM

               Mace, Ki-Adi, Obi-Wan, Bail, and Padm� are seated at a
               large table in the conference room. 
               C-3PO serves drinks. 

               They are not alone. 
               Also seated at the table are a man in his sixties, dressed
               in the uniform of a Republic Officer, as well as several
               other OFFICERS.
               The older man is ADMIRAL TARKIN.

                                   BAIL ORGANA
                         I'm not so sure about the offer
                         to just hand the Commerce
                         Organizations all those systems.

                                   TARKIN
                         There are no civilizations, only
                         some primitives and wildlife. Let
                         them exploit those worlds. With
                         these organizations abandoning
                         the Confederacy, many systems
                         will follow. The war will be over
                         soon.

                                   BAIL ORGANA
                         But it's a huge area.
                         Uncontrolled exploitation was one
                         of the very issues in this
                         conflict. 

                                   PADME
                         I'm not happy with it either, but
                         if it helps end the war, we must
                         be prepared to make concessions. 

               Padm� turns to Mace.

                                   PADME (cont'd)
                         What is the position of the Order
                         on this matter, Master Windu?

                                   MACE WINDU
                         More fighting will only cause
                         more suffering. We must choose
                         what will cause the least pain.

               Tarkin laughs.

                                   TARKIN
                         See, even the Jedi agree. The
                         Corporate Sector will bring peace
                         and prosperity back to the
                         galaxy.

                                   OBI-WAN
                         And the state of martial law can
                         be ended, and the war machine can
                         be toned down. A day we surely
                         all look forward to.

               Obi-Wan looks at Tarkin as he says this.

                                   TARKIN
                         Oh? And who will maintain peace
                         and order in this ravaged galaxy?
                         The Jedi?
                             (beat)
                         The Jedi are no longer the force
                         they once were, my friend. Many
                         brave knights have given their
                         lives and the galactic situation
                         has changed dramatically.
                         No, the old days are over. The
                         light of the great Jedi Order no
                         longer shines over the Republic.
                         It is its new military might that
                         will ensure order. 
                         My forces...our forces, have
                         ensured victory. Our forces will
                         ensure peace.

                                   KI-ADI MUNDI
                         Victory? The war is not over yet,
                         Admiral Tarkin.

                                   TARKIN
                         Without the Republic's army, the
                         war would have been over long
                         ago. The Jedi would have been
                         defeated and we would all be
                         servants of Dooku now. The
                         army...ordered by a rogue Jedi, I
                         might add.

                                   OBI-WAN
                         That is ridiculous. It was
                         obviously a scam by Dooku.

                                   TARKIN
                         A former Jedi gone bad...and who
                         has eluded you for years now. I
                         must be frank, the inability of
                         the Jedi Order to control their
                         own is disturbing. 

                                   MACE WINDU
                             (annoyed)
                         The Sith are not to be
                         underestimated.

                                   TARKIN
                         Please spare us these excuses,
                         Master Jedi. Nobody listens to
                         those anymore.

                                   OBI-WAN
                             (angry)
                         You accuse us of anything?!

               Tarkin smiles, as Mace glances at Obi-Wan to calm him down.
               Bail, Padm�, and the other delegates have been listening
               with concern.

                                   BAIL ORGANA
                         Gentlemen, please. We are all on
                         the same side here. Let us
                         concentrate on the matters at
                         hand.

                                   PADME
                         Perhaps a short brake will clear
                         the air. The delegation will
                         arrive soon.

               The others nod and they all get up. Bail helps Padm� up.
               Padm� quickly leaves the room.

               Obi-Wan and Tarkin look at each other. Obi-Wan's eyes shoot
               fire, Tarkin just grins.



               INT. UNDERWATER CITY, HALLWAY

               Padm� walks through a hallway to her quarters.



               INT. UNDERWATER CITY, PADME'S QUARTERS - CONTINUOUS

               Padm� enters her quarters, tired, and holding her pregnant
               belly.
               The door closes behind her.

               A FIGURE stands next to the door. 
               Padm� gasps, then relaxes somewhat. 
               It's Anakin.

               Padm� moves to embrace her secret lover, but he holds her
               back.

                                   ANAKIN
                         Why?!

                                   PADME
                         It...it happened. I didn't plan
                         this, but now I'm happy with it.

                                   ANAKIN
                         I see...
                             (beat)
                         It could never work anyway. I'll
                         leave you alone, so you can be
                         happy with him.

                                   PADME
                         What?! With whom?

               Anakin is puzzled.

                                   ANAKIN
                         Senator Organa. It's him, isn't
                         it?

                                   PADME
                         What?! Anakin, it's YOURS! YOU
                         are the father!

               Anakin is shocked.

                                   ANAKIN
                         I?! But I thought...

                                   PADME
                         How could you think that?! This
                         is from you! Remember when we met
                         on Alderaan?

               Realization dawns on Anakin's face.

                                   PADME (cont'd)
                         That's right.

                                   ANAKIN
                         This is...unexpected...and
                         impossible. The others may never
                         find out. No one must ever find
                         out. 

                                   PADME
                             (angry)
                         This is not impossible. This is
                         our child! And if you won't tell
                         your masters, I will.

                                   ANAKIN
                         You can't do that. I'll be
                         finished. They'll force me to
                         leave the Order.

                                   PADME
                         I thought you only wanted to be
                         with me? That you didn't care
                         about anything else?

                                   ANAKIN
                         I did...I do...but I must see
                         this war to an end, Padm�. I must
                         do my duty! I have come so far.

                                   PADME
                             (angry)
                         Perhaps you should go now and
                         think long and hard about this.

               Anakin moves closer to Padm� to hold her. She starts
               crying.

                                   ANAKIN
                         I want you, Padm�. When this is
                         all over, I will tell -

               A buzzer sounds. 

                                   BAIL ORGANA (V.O.)
                         Padm�, the delegation has arrived
                         in orbit.

               Padm� swallows, and wipes the tears from her face.

                                   PADME
                         I'm on my way.

               Anakin wants to embrace Padm�, but she evades him and
               quickly walks away. 
               Anakin stands alone in her room, deeply disturbed.



               EXT. SPACE, MON CALAMARI

               A MINING GUILD PROTECTION FRIGATE has entered orbit over
               Mon Calamari. Republic ships escort it.

               A shuttle exits a hangar of the ship and flies to the
               planet below, escorted by Jedi starfighters.



               INT. MINING GUILD FRIGATE, CORRIDOR

               ALIEN CREW MEMBERS walk around, as well as various droids -
               both mechanics and BATTLE DROIDS.

               A door to a cargo hold suddenly opens, and a tall, bronze,
               metallic figure comes out and makes its way through the
               corridor. 
               The crew members make way for this imposing figure, unsure
               what it is. 
               This is ILM-4U, a deadly hunting droid.

               ILM-4U goes through a big door and enters the bridge of the
               ship.



               INT. MINING GUILD FRIGATE, BRIDGE - CONTINUOUS

               The alien CAPTAIN of the ship turns in surprise as ILM-4U
               enters the bridge.

                                   FRIGATE CAPTAIN
                         Who are you?!

                                   ILM-4U
                         I am ILM-4U. Count Dooku - your
                         true leader - sends me to kill
                         you.

               Before anyone can react, the tall droid pulls a big rifle
               from its back and starts blasting the captain and the
               bridge crew.
               He doesn't shoot the droids.

               In a matter of seconds, the entire organic bridge crew is
               dead.
               ILM-4U takes place in the bridge commanders chair and plugs
               himself into the bridge computer.

               The droids on the bridge twitch for a moment, then stand at
               attention.

                                   ILM-4U (cont'd)
                         This is your new captain
                         speaking...



               INT. MINING GUILD FRIGATE, CORRIDOR - CONTINUOUS

               In a corridor of the frigate, the crew members look up as
               they hear ILM-4U's voice over the ship's intercom.

                                   ILM-4U (V.O.)
                         Droids, destroy the organics.

               The alien crew members don't know what to think, until
               several battle droids ATTACK them.
               The crew members don't stand a chance against the metal
               mayhem...



               EXT. SPACE, MON CALAMARI - MOMENTS LATER

               Suddenly the Mining Guild Frigate OPENS FIRE at the
               Republic ships.
               Explosions shake the ships nearby and several fighters are
               blown up.

               From the underside of the frigate a whole bunch of METALLIC
               SPHERES shoot out, and fly to the planet below. 



               EXT. MON CALAMARI, LANDING PLATFORMS - DAY

               The delegation's shuttle approaches one of the landing
               platforms...then BLOWS UP.

               Nearby, the spheres shoot down and splash into the water.



               EXT. UNDERWATER CITY, OUTSIDE (MON CALAMARI) - CONTINUOUS

               The spheres dive down, then open up and transform into
               squid-like DROIDS with laser cannons and metal tentacles.

               The SQUID-DROIDS zoom through the water to the underwater
               city.
               They encounter Calamari sub-fighters and engage them. 
               Others attack the city.



               INT. UNDERWATER CITY, RECEPTION AREA

               Padm�, Dorm�, C-3PO, Bail, Mace, the prime minister, and
               Tarkin are present when alarms go off.
               Obi-Wan, Ki-Adi, and others come running in.

                                   PADME
                         What is it?!

                                   OBI-WAN
                         We're under attack!

               Explosions shake the place.

                                   MACE WINDU
                         We have to get out!

               Tarkin already runs away.

                                   SEE-THREEPIO
                         I knew something like this would
                         happen!

               More explosions. 
               People run around in panic.

                                   KI-ADI MUNDI
                         To the ships!



               INT. UNDERWATER CITY, CORRIDORS - MOMENTS LATER

               Obi-Wan, Mace, Ki-Adi, Padm�, Bail, the prime minister,
               several of her aides, and C-3PO rush through the corridors
               of the city. 
               Other PEOPLE run around as the place is shaken by
               explosions.
               Anakin and Artoo-Detoo come in from another corridor.

                                   ANAKIN
                         Padm�!

               Obi-Wan looks up, but there's too much going on for him to
               think about Anakin's reaction.

                                   CALAMARI PRIME MINISTER
                         There! The sub!



               INT. UNDERWATER CITY, SUB-BAY - CONTINUOUS

               They run to a section where a sub is parked, but several of
               the Republic officers enter the ship. Tarkin goes in last
               and throws a look back at the others, who come running to
               him.
               Tarkin enters the vessel and closes the hatch. 

               The others look on in shock as the sub floats away through
               a force-field membrane and then zooms away.

                                   OBI-WAN
                         Bastard! 

                                   MACE WINDU
                         We will deal with them later.
                         First, we must -

               A HUGE EXPLOSION, and part of the ceiling comes down!
               They're trapped.

               Dorm� falls in the arms of Bail Organa.

               Everybody comes to, except the prime minister, who is
               crushed by a piece of debris.

               Padm� and the two droids are also missing.

                                   ANAKIN
                         Padm�!

                                   PADME (O.S.)
                         I'm alright! We can't get
                         through!

                                   DORME
                         She's on the other side.

                                   BAIL ORGANA
                         We have to get away from here.

                                   PADME (O.S.)
                         We'll get out from this side! Go
                         ahead!

               The survivors run away through a corridor, but Anakin stays
               behind and switches on his lightsaber, and starts cutting
               into the debris that separates him and Padm�. Obi-Wan turns
               back.

                                   OBI-WAN
                         Anakin, what are you doing?!

                                   ANAKIN
                         We have to get her! Come on, help
                         me!

                                   OBI-WAN
                         Didn't you hear her?! She'll find
                         a way out herself! We have to get
                         these people to safety!

                                   ANAKIN
                         I have to get her!

               More debris starts falling down from the damaged ceiling
               and Anakin and Obi-Wan must take cover.

                                   OBI-WAN
                         Come on!

               Reluctantly, and deeply concerned, Anakin follows.



               INT. UNDERWATER CITY, CORRIDOR OUTSIDE SUB-BAYS

               In the corridor, another part of the ceiling comes down,
               separating the two Jedi from the others. They're trapped.
               Then another part of the ceiling collapses and water starts
               pouring in fast. The Jedi fall under the rushing water. 

               Obi-Wan switches on his saber and starts cutting a hole in
               a ventilation grate.

                                   OBI-WAN
                         When all else fails, go for a
                         ventilation shaft.

               Anakin makes his way to the ventilation shaft.

                                   ANAKIN
                         Is that leading somewhere dry?

                                   OBI-WAN
                         I wouldn't hold my breath.

               More and more water rushes in.

                                   ANAKIN
                         I would!

                                   OBI-WAN 
                         Let's go!

               Obi-Wan dives into the ventilation shaft, and Anakin
               follows him.



               INT. UNDERWATER CITY, VENTILATION SHAFT

               The two Jedi slide down the ventilation shaft. The rushing
               water takes them over and the two men are pulled away by
               the water-slide.

                                   ANAKIN
                         I don't think we'll keep it dry
                         today!



               INT. UNDERWATER CITY, LOWER CORRIDOR

               Obi-Wan and Anakin come sliding out of the ventilation
               shaft, pushed forward by the water.

                                   ANAKIN
                         I think we should have gone up,
                         not down, master.

                                   OBI-WAN
                         There's always a way out.

                                   ANAKIN
                         Are you speaking from experience,
                         or are you just speculating?

                                   OBI-WAN
                         Experience of course. You're
                         still wet behind the ears, my
                         young knight.

               They move on.



               INT. UNDERWATER CITY, SUB-BAYS

               Cut off from the others, Padm� backs away from the debris
               and looks around. Artoo and Threepio are with her.

                                   SEE-THREEPIO
                         We're trapped!

                                   PADME
                         Not so fast. Come on!

               She starts running through the devastated sub-docking bays.
               Artoo and Threepio follow. Water leaks in from cracks in
               the walls.
               Artoo whistles.

                                   SEE-THREEPIO
                         Madness! Building cities under
                         water...it's insane.

               Artoo bleeps.

                                   SEE-THREEPIO (CONT'D) (cont'd)
                         Pretty? You call this pretty?!

               They make their way through the water that is now up to
               their knees.



               INT. UNDERWATER CITY, CORRIDORS

               Obi-Wan and Anakin make their way through the underwater
               city.
               They hear screams and explosions ahead.



               INT. UNDERWATER CITY, PLAZA - CONTINUOUS

               They come to a plaza filled with debris, some dead bodies,
               and a huge SQUID-DROID.

               The droid has transformed from 'submarine-mode' to
               'infiltration-mode', and blasts at anything that comes in
               its range. 

               The Jedi deflect blasts from the droid with their sabers. 
               Obi-Wan throws his saber at the mechanical beast. Anakin
               holds back.

               The blade cuts into the droid which flails its tentacles.
               Obi-Wan summons his saber back with the Force and together
               with Anakin he continues to deflect blasts back at the
               droid until it stops firing and drops to the floor.

                                   OBI-WAN
                         Just like old times, hey Anakin?!

                                   ANAKIN
                         Old times?! The same thing
                         happened last week!

                                   OBI-WAN
                         Totally different. Those droids
                         didn't have THAT many tentacles.

               Then suddenly another SQUID-DROID bursts in through a wall
               and starts blasting at the two friends, who take cover.

                                   OBI-WAN (cont'd)
                         Big sucker!

                                   ANAKIN 
                         Don't wet your pants, master.
                         It's only one.

               Another SQUID-DROID follows.

                                   OBI-WAN
                         Good thing my pants were already
                         wet.

               The two Jedi get separated as one squid-droid moves to take
               on Obi-Wan, and the other approaches Anakin.

               The squid-droid closest to Obi-Wan jumps at him. 
               Obi-Wan hacks off several of the tentacles, but is still
               grabbed.

                                   OBI-WAN (cont'd)
                         Aarch!

               Anakin manages to jump on 'his' squid-droid and drives his
               lightsaber into it.
               The droid fizzles and drops motionless to the ground.

               Obi-Wan is being slowly crushed to death by the mechanical
               beast's tentacles.
               But then the droid notices Anakin. 
               It lets go of Obi-Wan - throwing him against a wall.

                                   OBI-WAN (cont'd)
                         Ooph!

               Obi-Wan falls in the rapidly rising water, barely
               conscious.
               The droid turns to Anakin, who is puzzled. 
               The Squid-Droid approaches Anakin who backs into a wall,
               saber ready.
               The droid looks at Anakin with its large eyes, then tries
               to GRAB him with its tentacles.

               Anakin swings his saber and cuts off a tentacle, but he is
               grabbed by other tentacles.
               The droid starts to retreat while holding Anakin with its
               tentacles, and exits through the hole it came through.

                                   OBI-WAN (cont'd)
                         Anakin!



               EXT. UNDERWATER CITY, OUTSIDE (MON CALAMARI) - DAY

               The Squid-droid carries Anakin with it into the water and
               up.
               Anakin has trouble using his lightsaber as his arms are
               pressed against his body by the mechanical tentacles.

               He finally manages to swing his saber and one tentacle is
               damaged.
               Anakin quickly slashes the other tentacles and is free.
               He slices at the droid and thrusts his saber into its head.
               The Squid-droid is deactivated and sinks down.

               Anakin has held his breath for a while now.
               He switches off his lightsaber and takes a small device
               from his Jedi utility belt. 
               He puts the device to his mouth - it's a breathing device.

               Anakin swims back to the city, as Squid-droids and sub
               fighters dogfight behind him.



               INT. UNDERWATER CITY, OTHER SUB-BAYS

               Padm�, See-Threepio, and Artoo-Detoo make their way through
               the sub-bays of the city, wading waist-deep through the
               water and avoiding debris and sparking power cables.
               Artoo uses his telescope to see above the water.

                                   PADME
                         There!

               Padm� spots a small sub in between lots of debris and
               wrecked subs. This one appears to be in one piece.

               The sub is small and has an organic form. One passenger
               compartment in the front and two on the sides. The sub is
               propelled by a strange rotor at the rear (okay, it's the
               sub from 'The Phantom Menace').



               EXT. UNDERWATER CITY (MON CALAMARI) - MOMENTS LATER

               Through the failing force-field membrane the sub shoots out
               and leaves the city behind.



               INT. SUB

               Padm� is in the pilots seat and steers the craft away from
               the city. Threepio sits next to her and Artoo stands behind
               them.

                                   SEE-THREEPIO
                         At last we're safe.



               EXT. MON CALAMARI, UNDERWATER CANYONS - CONTINUOUS

               The sub makes its way through an underwater canyon.
               From the shadows of the rocks, a HUGE SEA MONSTER starts
               following the tiny craft...



               EXT. SPACE, MON CALAMARI

               Republic cruisers and fighters continue to engage the
               Mining Guild Protection Frigate, that is now heavily
               damaged and trying to escape. 
               Several Republic ships are damaged or destroyed.

               Explosions shake the frigate and it tumbles out of control.
               Its droid crew manages to steer the ship to a Calamari
               cruiser and the frigate SCRAPES the ship and EXPLODES -
               taking the Calamari vessel with it.

               Not noticed by the other ships, a small sleek vessel speeds
               away from the huge explosion. It's ILM-4U's ship.



               INT. ILM-4U'S SHIP

               Inside the ship, ILM-4U works the controls.



               EXT. SPACE - CONTINUOUS

               ILM-4U's ship blasts into hyperspace.



               EXT. MON CALAMARI, UNDERWATER CANYONS

               The tiny sub continues to make its way through the massive
               canyons.



               INT. SUB

               Padm� looks up.

                                   PADME
                         We should be at a safe distance
                         by now. Let's go up.

               Not noticed by Padm� and the droids, the sea monster
               continues to follow them...and is getting closer.

               Artoo bleeps.

                                   SEE-THREEPIO
                         I'll be more comfortable once we -

               Suddenly the sea monster GRABS the tiny vessel with its
               huge teeth!

                                   SEE-THREEPIO (cont'd)
                         Oh! What's that?!

               Padm� looks behind them.

                                   PADME
                         What the - !



               EXT. MON CALAMARI, UNDERWATER CANYONS - CONTINUOUS

               The sea monster holds the tiny vessel and shakes it
               violently, its teeth shattering one of the empty passenger
               compartments.

               Then suddenly an EVEN BIGGER SEA MONSTER BITES the first
               monster, GRABS it with its huge claws, and PULLS it away
               from the sub!



               INT. SUB

               Inside the sub, Padm� and the droids can't believe what
               just happened.

                                   SEE-THREEPIO
                         Oh! Madness!

                                   PADME
                         There's always a bigger fish.



               EXT. MON CALAMARI, UNDERWATER CANYONS - CONTINUOUS

               As the sub continues, the huge sea monster rips its prey
               apart.



               INT. SUB

               Padm� steers the craft up to the surface, when suddenly the
               engine dies down and the lights go out. 
               They start to sink.

               Artoo bleeps.

                                   SEE-THREEPIO
                         That's it. We're finished.

               Padm� opens the dashboard and starts fiddling with the
               wires.

                                   PADME
                         Gotta get this hunk of junk
                         going.

               She connects two loose wires and the sub comes to life
               again.
               Artoo bleeps. Threepio looks in surprise.

                                   PADME (cont'd)
                         You never doubted me, did you?

                                   SEE-THREEPIO
                         Oh, no!

               Threepio points outside. Padm� looks and sees THREE SQUID
               DROIDS zooming towards them.

               The droids open fire and hit the vessel. Padm� tries to
               evade them.



               EXT. MON CALAMARI, UNDERWATER CANYONS - CONTINUOUS

               The squid-droids pursue the battered sub and hit it with
               their lasers.



               INT. SUB

               The tiny ship shakes.

                                   SEE-THREEPIO
                         Look out!

               Another vessel comes zooming straight at them.

               It opens fire - the blasts go over the sub. 
               The vessel is a Calamari sub-fighter. It shoots over the
               battered sub.



               EXT. MON CALAMARI, UNDERWATER CANYONS - CONTINUOUS

               The fighter passes over the sub and blasts at the droids.
               One droid is destroyed.

               The other two droids swerve to avoid getting hit.

               The sub-fighter follows one of the droids through a narrow
               canyon and blasts at it.
               Both droid and fighter have to make insane twists and turns
               to avoid the rocks. They zoom through underwater plants.
               Fish and other sea-creatures dash out of the way.

               Finally the droid is hit and it explodes against a rock
               wall.

               The last droid comes up behind the sub-fighter and starts
               blasting it.
               The fighter speeds away.

               Something dark looms up ahead of the fighter, while it is
               being pursued by the droid.

               Suddenly the fighter DIVES DOWN.
               The droid speeds onward - straight into the huge mouth of
               the giant sea monster that 'saved' Padm� earlier.
               The monster chews on the droid and then spits it out. 
               The wrecked droid tumbles down.

               The sub-fighter makes its way up to the surface.



               EXT. MON CALAMARI, OCEAN SURFACE - DAY

               The small sub-fighter reaches the surface and then floats
               in the water.
               It slowly moves to the battered sub that also lies in the
               water - its engines switched off.

               The canopy of the sub opens and Padm� stands up and looks
               at the fighter.

               The fighter stops and its canopy opens. 
               Anakin appears out of the cockpit.

                                   PADME
                         Anakin!

                                   ANAKIN
                         Are you alright?

               Padm� nods.

                                   PADME
                         Uh-huh.

                                   ANAKIN
                         Hang on, I'll -

               He is distracted by the sound of engines. 
               Anakin and Padm� look up, as a CALAMARI SHUTTLE flies
               towards them.

               The shuttle stops and hovers over them. A hatch opens,
               revealing Obi-Wan.

                                   OBI-WAN
                             (to Padm�)
                         Are you alright?!

                                   PADME
                         Yes!

                                   OBI-WAN 
                         We'll get you out of there!

               Anakin only looks at Obi-Wan, an annoyed look on his face.



               EXT. SPACE, CORUSCANT

               Many ships fly to and from Coruscant, the city-planet and
               capital of the Republic.
               Republic warships are in orbit over the planet.



               EXT. CORUSCANT, JEDI TEMPLE - MORNING

               The unique Jedi Temple with its tall spires.



               INT. JEDI TEMPLE, COUNCIL CHAMBER - MORNING

               The Jedi Council has gathered in the Council Chamber in one
               of the towers of the Temple.
               Among the TWELVE JEDI MASTERS of the Council are Mace
               Windu, Ki-Adi Mundi, OPPO RANCISIS, and YODA.
               Obi-Wan stands before the masters.

                                   MACE WINDU
                         Go to that sector, Obi-Wan, and
                         see if you can discover where
                         this secret army is...if it
                         exists at all.

                                   OBI-WAN
                         We may be able to intercept a
                         transport. The traffic reported
                         must be heading to the location
                         of Dooku's hidden base.
                             (beat)
                         I only hope this new droid army
                         is not yet completed...if these
                         rumors are true that is.

                                   YODA
                         Dooku has evaded us all this
                         time. Even with the Force as our
                         ally, we cannot find him.

               The mood is sad. Everybody is concerned. Mace sighs.

                                   MACE WINDU
                         Tarkin was right. We have lost
                         much of our power. So many of us
                         have given their lives. Even if
                         the war were ended today, the
                         Jedi Order has lost its might.

                                   KI-ADI MUNDI
                         And Palpatine favors his new
                         army.

                                   OBI-WAN
                         We can't close our eyes any
                         longer. There are elements in the
                         Republic that want us gone...and
                         those elements are in power!

                                   MACE WINDU
                         I do not believe Palpatine would
                         go that far.

                                   OBI-WAN
                         Do not forget we never found
                         Darth Sidious. He is behind this.

                                   KI-ADI MUNDI
                         We don't even know if Sidious
                         truly exists!

                                   OBI-WAN
                         He must. Forces within the
                         Republic helped start this war.
                         That is clear. Dooku had help.

                                   YODA
                         The mystery of this Sith remains,
                         but the Jedi must do their duty.

                                   OBI-WAN
                         But do they?!

               The Jedi masters look at each other. Here they go again.

                                   OBI-WAN (cont'd)
                         Do we continue to serve a
                         Republic that does away with
                         democracy, with rights, with
                         compassion?!

                                   MACE WINDU
                         We shall deal with those issues
                         later. First we must end this
                         war, before it destroys us all.

                                   OBI-WAN 
                         That is the whole point! They
                         will not stop until the Jedi are
                         destroyed. We must act against
                         Dooku...and Palpatine...

                                   KI-ADI MUNDI
                         We've been through this, Obi-Wan.
                         We disagree with the Chancellor
                         on many issues, but he is not the
                         enemy we fight against.

                                   OBI-WAN
                         You know what I suspect.

               Mace sighs.

                                   MACE WINDU
                         If Palpatine was a Sith Lord we
                         would have sensed it long ago.
                         Your dislike of him is all too
                         understandable, Obi-Wan, but that
                         doesn't make him a servant of the
                         Dark Side.

                                   KI-ADI MUNDI
                         Should the Chancellor refuse to
                         relinquish his emergency powers
                         once the war is over, he will be
                         dealt with. Many systems would
                         support a forced resignation.

               Yoda has been listening with concern.

                                   YODA
                         We will discover who this Sith
                         is, once we find Dooku. But this
                         plan of Anakin is too dangerous,
                         Obi-Wan.

                                   KI-ADI MUNDI
                         He is not ready for such a
                         confrontation.

                                   OBI-WAN
                         But Anakin has faced Dooku
                         before. He came out stronger.

                                   YODA
                         We are not as convinced as you
                         are, young master.

                                   MACE WINDU
                         We are concerned about young
                         Skywalker. He is often too
                         aggressive, too impatient.

                                   OBI-WAN
                         It's the best chance we've got,
                         even if it's a long shot.
                             (to Mace)
                         That droid tried to take him
                         alive. Dooku is getting
                         desperate. He must believe he can
                         sway Anakin over to his side.
                             (beat)
                         Anakin can do this. I know he
                         can.

               Yoda and Mace look at each other.

                                   YODA
                         A dangerous plan...
                             (beat)
                         But we must seize every
                         opportunity to find Dooku.

               Obi-Wan nods.



               EXT. CORUSCANT, REPUBLIC EXECUTIVE BUILDING - MORNING

               Supreme Chancellor Palpatine's office. 
               Vehicles fly around the place.



               INT. PALPATINE'S OFFICE - MORNING

               Supreme Chancellor Palpatine sits in his chair in his
               office. He has clearly aged. He looks rather ill.

               TWO red clad ROYAL GUARDS (like the ones in 'Return of the
               Jedi') stand on guard at the door.

               At the other side of the Chancellor's table sits Tarkin.
               A small holographic image of a sphere shaped object (the
               Death Star from 'A new hope') is projected over the table.

                                   PALPATINE
                         Fascinating. Can it be done?

                                   TARKIN
                         In time, I am certain.

               A buzzer sounds. 

                                   PALPATINE
                         Yes.

               Sly Moore, one of Palpatine's aides, speaks through the
               intercom.

                                   SLY MOORE (V.O.)
                         Commander Skywalker is here to
                         see you, Your Excellency.

                                   PALPATINE
                         Send him in.

               Palpatine deactivates the hologram, and looks back at
               Tarkin.

                                   PALPATINE (cont'd)
                         If we find this droid army,
                         perhaps we can find a way to take
                         control of it, instead of having
                         to destroy it.

                                   TARKIN
                         That may prove to be difficult,
                         Your Excellency.

                                   PALPATINE
                         If it could be done, it would
                         greatly facilitate our efforts to
                         bring order back to this galaxy
                         once the war is over.

               Palpatine gets up, Tarkin follows. The gentleman grins.

                                   TARKIN
                         We will find a way.

               A grinning Palpatine shows Tarkin out.
               The door opens and Anakin stands there, ready to enter.

                                   PALPATINE
                         Ah, my young friend. You know
                         Admiral Tarkin of course.

                                   ANAKIN
                         Admiral.

                                   TARKIN
                         Commander. I look forward to
                         working with you again.

               Anakin nods politely and Tarkin leaves.
               Palpatine leads Anakin in.

                                   ANAKIN
                         The Council agrees with our plan
                         to find Dooku, Your Excellency.

                                   PALPATINE
                         Good, good. You have managed to
                         convince them then. For once I
                         will not have to issue an
                         executive order.

                                   ANAKIN
                         Master Kenobi convinced them.

               Palpatine looks angry at the mention of Obi-Wan.

                                   PALPATINE
                         Do you still listen to him as if
                         he is your master?

                                   ANAKIN
                         He has taught me much.

                                   PALPATINE
                         And what has he taught you
                         recently? 

               Before Anakin can answer, Palpatine continues.

                                   PALPATINE (cont'd)
                         I have said it before. You have
                         become more powerful than the
                         other Jedi. I do not believe
                         there is anything left for them
                         to teach you.
                             (beat)
                         It is time for you to stand on
                         your own legs, Anakin. The Jedi
                         Order will become inconsequential
                         in the new era that will follow
                         this conflict. You must ask
                         yourself if you have a future
                         with that outdated institution. 

               Anakin thinks for a moment and scrapes his throat.

                                   ANAKIN
                         I...have considered leaving once
                         the war is over.

               Palpatine acts surprised.

                                   ANAKIN (cont'd)
                         My services will no longer be
                         required.

                                   PALPATINE
                         I beg to differ, my friend! When
                         this war is over there is much to
                         be done. Order must be brought to
                         the chaos this galaxy has become
                         a victim of. I will need men like
                         you.

                                   ANAKIN
                         I know....but I've made my
                         decision, Your Excellency.

                                   PALPATINE
                         Your...interest...in the fair
                         senator Naberrie has something to
                         do with this?

               Anakin is surprised. He doesn't know how to react.

                                   PALPATINE (cont'd)
                         I have known the both of you for
                         a long time, Anakin.
                         Her...condition...has influenced
                         this decision of yours?

               Anakin feels caught. He doesn't answer. He looks away.
               Palpatine smiles.

                                   PALPATINE (cont'd)
                         Rest assured, my friend. This
                         secret is safe with me. It is no
                         shame, except to those old fools
                         on the Jedi Council.

               Anakin turns back to Palpatine, surprised and sad.

                                   ANAKIN
                             (guilty)
                         I have betrayed the Jedi Code.

                                   PALPATINE
                         No. You have done nothing wrong.
                         It is they who have betrayed the
                         Republic with their incompetence
                         in this conflict, with their
                         inability to stop Dooku, 
                             (angry)
                         with their lack of vision!

               Silence. Anakin has no idea how to react. 
               Then Palpatine laughs.

                                   PALPATINE (cont'd)
                         I have faith in you, young
                         Skywalker.
                         If you are away from the other
                         Jedi, Dooku may once again try to
                         capture you. Then you will deal
                         with him.

                                   ANAKIN
                         I will signal for help should I
                         find him.

                                   PALPATINE
                         I am certain you can deal with
                         him yourself. Have confidence in
                         your abilities, Anakin! This dark
                         lord will be no match for you.

               Palpatine starts to lead Anakin out again.

                                   PALPATINE (cont'd)
                         Go to Alderaan. The...
                             (spits out the term)
                         'peace-committee' will confer
                         there. Senator Naberrie will
                         attend.

               Palpatine looks at Anakin, who's eyes widen at this news.

                                   PALPATINE (cont'd)
                         Protect the senators...and
                         perhaps you can also be of some
                         influence... 

                                   ANAKIN
                         Influence, Your Excellency?

               Palpatine shakes his head.

                                   PALPATINE
                         Some of these senators disagree
                         with the harsh measures needed to
                         bring order to the Republic.
                         Senator Naberrie is idealistic,
                         yet sometimes naive, as you know.
                         Perhaps...you can talk to her.

                                   ANAKIN
                         I'm sure she'll understand, and
                         do what is in the best interest
                         of the Republic.

                                   PALPATINE
                         Good. Together we shall bring an
                         end to this devastating conflict,
                         and restore law and order in a
                         united galaxy. 

               Anakin nods in agreement.



               INT. JEDI TEMPLE HANGARS - LATE DAY

               TECHNICIANS, DROIDS, and JEDI are busy in the hangars of
               the Jedi Temple Complex.
               Starfighters and transports stand parked in the huge
               building.

               Obi-Wan and Anakin walk through a hangar to a modified Jedi
               starfighter.

                                   OBI-WAN
                         Remember, Anakin, should Dooku
                         attempt to capture you, use the
                         homing beacon. Do not
                         underestimate him, like you did
                         before.

                                   ANAKIN
                         I won't. I have learned much
                         since then.

               Obi-Wan looks at his friend with pride, misinterpreting his
               words as praise.

                                   OBI-WAN
                         Yes, you have.

               They stand near the starfighter, and Anakin climbs on
               board.

                                   ANAKIN
                         May the Force be with you,
                         master.

                                   OBI-WAN
                         May the Force be with you,
                         Anakin.

               Anakin gets in his fighter and starts the engines.
               Obi-Wan moves back as the fighter lifts off and flies away
               out of an opening in the side of the huge building.



               EXT. CORUSCANT, JEDI TEMPLE HANGARS - CONTINUOUS

               Anakin's starfighter zooms away.



               INT. JEDI TEMPLE HANGARS, WALKWAY

               Obi-Wan walks back and reaches a walkway which spans over a
               lower level.
               He spots Yoda, and walks over to the old Jedi Master.

                                   OBI-WAN
                         Anakin is on his way, master, and
                         I will depart shortly.

               Yoda nods.

                                   YODA
                         We must find the Sith, if we wish
                         to end this suffering.

                                   OBI-WAN
                         Master...do you believe it's
                         true, what the Witches of Naboo
                         said...about this Sith Lord using
                         the Kyber Crystal to survive and
                         return? Dooku believed it...and
                         now he has turned to the Dark
                         Side.

                                   YODA
                         A teacher, he must have had. The
                         Crystal may have been used by the
                         Sith...but that may not be the
                         only way to preserve one's
                         consciousness...

               Obi-Wan is puzzled.

                                   OBI-WAN
                         What do you mean, master?

                                   YODA
                         Tales exist, of times long
                         gone...about the most sincere of
                         Jedi...the most dedicated...who
                         were able to exist after their
                         passing...in some form.

                                   OBI-WAN
                         You truly believe you heard Qui
                         Gon Jinn?

                                   YODA
                         Perhaps what I heard years ago
                         was an illusion...perhaps not. I
                         believe...it was real.

                                   OBI-WAN
                         I do not believe it is possible,
                         master.

                                   YODA
                         To believe...or not...Hmm...

               Yoda walks on, lost in thought. Obi-Wan accompanies him.



               EXT. SPACE

               A NABOO ROYAL CRUISER zooms through space.



               INT. NABOO ROYAL CRUISER, QUEEN'S QUARTERS

               QUEEN SAB� AMIDALA of Naboo sits at one end of a long
               table. Padm� sits at the other end. 
               Plates with food in front of them.
               Sab� is no longer the naive nineteen year old energetic
               girl we knew before, but at twenty-eight she is still a
               dazzling beauty. 

               Sab� looks at Padm�, who has barely touched her diner.

                                   SABE
                         Aren't you hungry? You must eat
                         for more than one, remember.

                                   PADME
                         You don't have to remind me.

                                   SABE
                         So you've finally told him. And
                         how did he react? Exactly as I
                         predicted!

                                   PADME
                         Sab�, stop it!

                                   SABE
                         I will not. This entire affair is
                         a disgrace to you, me, the royal
                         house, and Naboo.

                                   PADME
                         It is nobody's business but mine.

                                   SABE
                         People are talking! Is it Bail
                         Organa's? Is it a guard's? Did
                         she clone herself?

                                   PADME
                         Let them talk. And don't you act
                         all innocent.

                                   SABE
                         I'm not pregnant from a Jedi.
                         Once this comes out it will be a
                         scandal. Do not trust that boy,
                         Padm�.

                                   PADME
                         Anakin will come to me. He will
                         take his responsibility.

                                   SABE
                         Don't be so sure, little sister.
                         He tried to come out from under
                         it when you confronted him, and
                         he will do so again. 
                         He is a Jedi and rising in the
                         ranks. He would be expelled from
                         the Order because of this
                         'accident'.

                                   PADME
                         You don't know Anakin.

                                   SABE
                         And you do?

               Padm� doesn't respond.



               EXT. SPACE, ALDERAAN

               The Naboo Royal Cruiser approaches the planet Alderaan. A
               shuttle flies out of its hangar and zooms down to the
               planet.



               EXT. ALDERAAN, ROYAL PALACE GROUNDS, LANDING AREA - DAY

               Alderaan is a beautiful planet. Lush forests, great rivers
               and seas, large open grasslands.
               The shuttle flies over high mountains and cliffs. Awesome
               cities are carved out of the sides of canyons. Herds of
               horse-like animals run over the plains.

               The shuttle flies to the royal palace grounds of Alderaan.
               The palace buildings tower over other buildings on top of a
               huge mountain. 

               The shuttle lands on a platform.
               Senator Bail Organa and several other DIGNITARIES await the
               passengers. 
               Anakin stands near them.

               Queen Amidala comes out of the shuttle and walks to Bail.
               Padm� follows, with FOUR of Sab�'s HANDMAIDENS, Padm�'s
               handmaiden Dorm�, See-Threepio, and Artoo-Detoo behind her.

                                   BAIL ORGANA
                         Queen Amidala, it is a pleasure
                         to have you here on Alderaan.

                                   SABE
                         I wish I was here for my
                         pleasure, senator. We have much
                         to discuss.

                                   BAIL ORGANA
                         Indeed we do.

               Sab� smiles compassionately.

                                   SABE
                         How is your father, Bail?

               Bail looks sad.

                                   BAIL ORGANA
                         Not well, I'm afraid. His body is
                         failing him. I may soon have to
                         take his place.

                                   SABE
                         Let us pray he will live to see
                         peace return to us all.

               Bail turns to Padm�.

                                   BAIL ORGANA
                         Padm�, welcome back.

                                   PADME
                         Hello again, Bail.

               Bail leads the queen and her sister away.
               They pass Anakin.
               Sab� ignores the young Jedi. She holds her head up high and
               walks straight past him. Anakin is embarrassed. 

               Padm� looks at Anakin, and slows down. She's about to say
               something...

                                   SABE
                         Come.

               Padm� stops looking at Anakin and moves on.
               Sab�'s four handmaidens follow. 
               Dorm� is behind them and looks at Anakin disapprovingly.

               Threepio and Artoo are behind Dorm�.
               Artoo whistles a happy greeting.

                                   SEE-THREEPIO
                         Master Anakin, it is good to see
                         you again. I didn't have a chance
                         to properly thank you for saving -

               Anakin sighs and starts to walk away.

                                   SEE-THREEPIO (cont'd)
                         - our...Oh.

               Artoo bleeps his disappointment.

                                   SEE-THREEPIO (cont'd)
                         He must have a lot on his mind,
                         I'm sure. Jedi business and all.

               Artoo bleeps an uncertain bleep.



               EXT. SPACE

               Deep space.
               A VICTORY CLASS STAR DESTROYER soars into view. The wedge
               shaped craft is huge.



               INT. DESTROYER, BRIDGE

               Obi-Wan strides onto the bridge of the warship. Some of the
               BRIDGE CREW look up from their consoles as the mighty Jedi
               enters the bridge.

               CAPTAIN OZZEL, the captain of the ship, stands together
               with several OFFICERS. They look at a monitor which
               displays a star-map with some blips on it.

                                   FIRST OFFICER
                         This one could be a Trade
                         Federation freighter, Sir.

                                   CAPTAIN OZZEL
                         It's a common type. I want
                         certainty, no mistakes.

               The first officer is about to respond, when Obi-Wan reaches
               them.

                                   OBI-WAN
                         You found something, captain
                         Ozzel?

                                   CAPTAIN OZZEL 
                         Perhaps, Sir. It's a fairly small
                         vessel of a type sometimes used
                         by the Federation.

               Obi-Wan looks at the monitor and concentrates.

                                   OBI-WAN
                         That's what we've been waiting
                         for.

                                   CAPTAIN OZZEL
                         General Kenobi, with all respect,
                         it could belong to any number of -

                                   OBI-WAN
                         That is the ship we are going
                         after. Captain, pursue that
                         vessel and prepare for capture.

                                   CAPTAIN OZZEL
                         Yes, Sir. As you wish.

               Obi-Wan walks away and stares out of the huge windows.
               Ozzel turns to his first officer and gives him an angry
               stare.



               EXT. SPACE

               The Trade Federation freighter zooms through space - a
               squadron of TIE-PROTOS in pursuit!

               The small fighters fire at the larger vessel with their
               lasers - the freighter returns fire with its defensive
               cannons.
               The laser-blasts weaken the shields of the freighter. Two
               TIE-PROTOS are hit and explode.
               The freighter zooms over a small moon, and from the other
               side of that moon the Victory Class Star Destroyer suddenly
               appears.
               The Destroyer blasts at the freighter with its cannons.
               The freighter is hit and slows down - small explosions and
               electrical currents all over the hull.

               The Destroyer turns and positions itself over the smaller
               Federation vessel.
               Metal clamps reach out from under the Destroyer and attach
               themselves to the helpless freighter. 



               INT. TRADE FEDERATION FREIGHTER, CORRIDORS

               NEIMODIAN CLONE SOLDIERS run through a corridor of the
               freighter - the sound of laserfire behind them.
               A few clones turn a corner but are shot in the back.
               REPUBLIC ASSAULT TROOPERS, in their distinctive beige
               armor, appear around the corner. 
               The soldiers shoot at the alien clones.
               Then two troopers are hit by laserfire and go down.
               Neimodian crew members and clones have taken up defensive
               positions behind some crates.
               A Neimodian shoots at a trooper - the blast is deflected by
               a lightsaber!
               Obi-Wan appears from around the corner and prevents the
               trooper from getting shot.
               While Obi-Wan continues to deflect blasts, the troopers
               return fire.

                                   NEIMODIAN OFFICER
                         A Jedi! Watch out!

               The Neimodians start to retreat. One clone soldier throws a
               grenade at Obi-Wan and the troopers.
               Obi-Wan uses the FORCE to stop the grenade in mid-air -
               where it EXPLODES.
               Both Republic and Federation clones are thrown by the
               blast.
               The retreating Neimodians blast at the Republic troops with
               all they've got.

                                   OBI-WAN
                         Back!

               The troopers and Obi-Wan pull back around a corner, while
               the wall in front of them is perforated by laserfire.
               Obi-Wan takes two small metal balls from his belt. These
               are 'Seekers'.
               He activates the Seekers - they float above his hand for a
               moment, then zoom away and around the corner.
               A moment - then two EXPLOSIONS.

                                   OBI-WAN (cont'd)
                         Go!

               The troopers charge and run through the corridor, blasting
               the few survivors of Obi-Wan's grenade attack.
               Obi-Wan follows.



               INT. DESTROYER, BRIDGE

               Captain Ozzel is on the bridge of the destroyer, looking
               over the shoulder of an OFFICER, who is monitoring
               communications.

                                   OBI-WAN (V.O.)
                         We have control of the bridge.
                         The crew has surrendered. 

               The officers on the Destroyer's bridge are very pleased.
               Ozzel remains composed.

                                   CAPTAIN OZZEL
                         General, what about the
                         navigation data?

                                   OBI-WAN (V.O.)
                         Everything appears to be intact.
                         Send your technicians down,
                         captain.



               INT. ROYAL PALACE, PADME'S QUARTERS (ALDERAAN) - LATE DAY

               Padm� sits on a chair in her guest quarters in the royal
               palace. Through the windows she looks at the mountains of
               Alderaan.
               See-Threepio and Artoo-Detoo are with her.
               Threepio serves Padm� a drink.

                                   PADME
                         Thanks Threepio.

               Dorm� enters the room. Padm� looks at her anxiously.

                                   DORME
                         I delivered the message, Milady.
                         He waits for you in the gardens.

               Padm� hands Threepio the drink back, hoists herself up from
               her chair, then picks up a cloak from the bed and puts it
               on.

                                   PADME
                         Good, you can go to Bail if you
                         want.

                                   DORME
                         Milady?

                                   PADME
                         You can't fool me, Dorm�. I know
                         the two of you have feelings for
                         each other. It's okay to tell me.

                                   DORME
                         It...it can't be, milady. Just
                         like...

               Dorm� stops.

                                   PADME
                         Like me and Anakin?

               Dorm� looks the other way.

                                   PADME (cont'd)
                         Nothing is impossible, Dorm�.
                         Some things were meant to be.

               Padm� heads to the door.

                                   DORME 
                         Milady, the meeting will start
                         soon.

                                   PADME
                         I'll be back in time.

               Padm� opens the door.

                                   DORME
                         Milady...

               Padm� looks back at her thankful handmaiden and smiles.

                                   PADME
                         I know.

               Padm� exits.



               EXT. ALDERAAN, ROYAL PALACE GROUNDS, GARDENS - LATE DAY

               Padm� walks through the breathtaking gardens of the royal
               palace.
               She looks around. Nobody there.
               She walks on, then -

                                   ANAKIN (O.S.)
                         Padm�.

               Padm� turns around. Anakin comes out from behind some
               trees.
               They stare at each other for a moment, then they rush to
               each other, embrace, and kiss passionately.

               Finally, they stop kissing.

                                   PADME
                         I missed you.

                                   ANAKIN
                         I missed you more.

               Padm� strikes through Anakin's hair, where his Jedi Padawan
               braid used to be.

                                   PADME
                         My knight.

                                   ANAKIN 
                         So many Jedi were lost, they gave
                         me a field promotion.

                                   PADME
                         You've earned it.

                                   ANAKIN
                         I've earned more...

               Anakin moves to kiss her again, but Padm� holds him back.

                                   PADME 
                         Anakin, we can't go on like this.

                                   ANAKIN
                         I have made my decision. The war
                         will be over soon, Padm�. Then I
                         will leave the Order and I can be
                         with you. Both of you.

               He tenderly caresses her pregnant belly, for a moment lost
               in thought and emotion.

                                   PADME
                         Sab� didn't believe you would.

                                   ANAKIN
                             (annoyed)
                         What does she know?

               Padm� nods. They start walking.

                                   PADME 
                         But Anakin, I'm not so sure the
                         war will be over soon. If the
                         rumors about this new army are
                         true -

                                   ANAKIN
                         We're dealing with that. And I
                         will deal with Dooku. 

                                   PADME
                         You? How do you mean?

                                   ANAKIN
                         Dooku wants me alive. He believes
                         he can make me join him. When I
                         find him, or actually... when he
                         finds me...I will deal with him.

                                   PADME
                         Anakin, no! That's too dangerous!

                                   ANAKIN
                         I can do this. Look, I have
                         placed a homing beacon inside my
                         bionic arm. Once I've found
                         Dooku, I can signal for help,
                         even though I won't need it.

               Anakin smiles at his pretty pregnant girlfriend. Padm�
               doesn't return the smile.

                                   PADME
                         You'll need all the help you can
                         get, but it may not arrive in
                         time! Anakin, what if Dooku only
                         wants to kill you?

                                   ANAKIN
                         He won't, I have foreseen it.

               Anakin hands her a small device.

                                   ANAKIN (cont'd)
                         Here, with this you can track my
                         signal. This way, you'll know
                         where I am, and you won't have to
                         worry so much.

               Anakin moves to kiss Padm� again, but she turns away.

                                   PADME
                         I don't like it.

               They start to walk through a rocky area. Beyond lies a
               cliff, with on a lower level grassland.

                                   PADME (cont'd)
                         I believe we should give
                         negotiations another chance. I'm
                         certain the commerce
                         organizations are still willing
                         to talk. I should be heading back
                         to the palace anyway.

                                   ANAKIN
                         That's not the only reason you're
                         holding this meeting here, is it?

                                   PADME
                             (surprised)
                         What do you mean?

                                   ANAKIN
                         The politicians you're meeting
                         here - they oppose the martial
                         laws. They criticize Chancellor
                         Palpatine's emergency measures.

                                   PADME
                         We are worried about democracy.
                         Not everyone is convinced that
                         Palpatine will restore the
                         Republic once the war is over.
                             (beat)
                         He has changed so much...

                                   ANAKIN
                         You're conspiring against him?

                                   PADME
                         No. We're concerned. But should
                         things get worse...we need to
                         know what to do.

                                   ANAKIN
                         Why can't you just be realistic?

               Padm� looks up.

                                   ANAKIN (cont'd)
                         The Chancellor does everything to
                         restore law and order in the
                         galaxy and all you do is complain
                         about democracy and rights. 

               Padm� is surprised.

                                   PADME
                         Those things are important,
                         Anakin.

                                   ANAKIN
                         And what will ensure that there
                         won't be another war? What will
                         ensure the peace?
                         You can still have plenty of
                         rights together with firm
                         control.

               Padm� stares at Anakin.

                                   PADME
                         I can't believe what I'm hearing!
                         You're a Jedi. Striving for
                         peace, justice, and compassion is
                         what you're all about!

                                   ANAKIN
                         That's what some Jedi are all
                         about. And see where it's led
                         them. All I'm saying is we must
                         be realistic about these things
                         if we want to achieve anything.

                                   PADME
                             (angry)
                         I'm more realistic than you have
                         ever been. What about the people?
                         What about protecting their way
                         of life? Their lives! You want to
                         stomp them into the ground, so
                         they can't pose a threat, or
                         what?!

               Now Anakin gets angry too.

                                   ANAKIN
                             (angry)
                         Who cares about the people, the
                         commoners, the ordinary scum?
                         They're worthless. They get in
                         the way. Always begging for help,
                         never doing a thing. How many
                         people have died in this war? How
                         many of those deaths really
                         mattered? 

               Padm� can't believe this.

                                   PADME
                         They all matter, Anakin.

               Anakin sniffs arrogantly.

                                   ANAKIN
                         The galaxy keeps on turning. You
                         could destroy entire planets and
                         it wouldn't make a difference.

               Padm� is disturbed. She puts some distance between herself
               and Anakin.

                                   PADME
                         What does Obi-Wan think of these
                         ideas of yours?

               Anakin laughs arrogantly.

                                   ANAKIN
                         Obi-Wan believes he's so much. He
                         hasn't even sensed my feelings
                         for you. He doesn't even know
                         what happened on Tatooine.

                                   PADME
                         On Tatooine? Your mother? I
                         thought he knew she was killed.

                                   ANAKIN
                         I never told him I killed the
                         Tuskens.

                                   PADME
                         You had to, to get to your
                         mother.

               Anakin hesitates. He takes a deep breath.

                                   ANAKIN
                         No Padm�. I killed them all. 

               Padm� doesn't understand.

                                   ANAKIN (cont'd)
                         I saw a camp, and I killed them
                         all. The men...women...and
                         children.

               Padm�'s face turns ashen. Her hearth is frozen.
               Anakin sees the shock on her face. His own expression is
               grim.

                                   ANAKIN (cont'd)
                         They're like animals, Padm�. And
                         I killed them like animals.
                             (angry)
                         I hate them! They deserved to
                         die!

               Padm� is terribly shocked...and afraid. She takes a few
               steps back, away from Anakin.

                                   PADME
                         I...I don't believe you. You
                         killed innocent people?!

                                   ANAKIN
                         They were not innocent. Nobody's
                         innocent. 
                         And what does it matter? Who
                         cares that they're dead? It makes
                         no difference for Tatooine, the
                         Republic, or the galaxy. Ha!
                         I probably did some farmers a
                         favor.

               Padm� just stares at Anakin.

                                   PADME
                         The war has changed you. 

                                   ANAKIN
                         The war has changed much.

                                   PADME
                         Sab� was right. I'm not sure I
                         ever really knew you.

               Anakin explodes.

                                   ANAKIN
                             (angry)
                         Sab� knows nothing! Why do you
                         listen to her?! She's like Obi
                         Wan. Always knowing everything
                         better and getting in the way!
                         They have no idea!

                                   PADME
                         Anakin! Listen to yourself!

                                   ANAKIN
                         No, you listen to me!

               Padm� is startled. Anakin notices and calms down a bit.

                                   ANAKIN (cont'd)
                         Padm�, please listen. When the
                         war is over, the Jedi Order will
                         be too weak to matter. The
                         Republic army will take its
                         place, and I will be part of it.
                         I will help put things right. We
                         can help together.

               He moves closer to Padm�, and looks her deep in the eyes.

                                   ANAKIN (cont'd)
                             (passionately)
                         Padm�, we can start a new life. A
                         life away from this one. A life
                         of our own, without anyone
                         telling us how to live it.

               Padm� backs away, slowly coming to a decision. She is sad,
               tears in her eyes.

                                   PADME
                         Perhaps you should start that
                         life without me...without us...

                                   ANAKIN
                         You're with me, you carry my
                         child. You can't just walk away
                         from me, or your
                         responsibilities.
                         Padm�, come with me, and together
                         we will make things better. 

               Padm� cries.

                                   PADME
                             (crying)
                         I'm not yours...and this is my
                         child. You can't decide for me,
                         and I won't come with you. Not
                         like this!

               Anakin and Padm� look at each other. Anakin can't believe
               he's being dumped.

                                   PADME (cont'd)
                             (crying)
                         I'm going back to the palace.

               Padm� turns and starts to walk away.
               Anakin can't believe it.

                                   ANAKIN
                         You can't go! You need me. I need
                         you!

               Padm� looks back at Anakin.

                                   PADME
                             (crying)
                         It's always about what you want.
                         I don't need you, Anakin. Not
                         anymore.

               Padm� continues to walk away.

               Anakin is devastated...his life, his future, is falling
               apart here...
               He's starting to be furious...
               Something snaps...
               He runs to Padm�.

                                   ANAKIN
                             (furious)
                         Don't turn your back to me!

               He reaches Padm�, grabs her and turns her around
               forcefully.

                                   PADME
                         Ah!

               Anakin holds her, and starts shaking her as he screams.

                                   ANAKIN
                             (furious)
                         Don't you walk away from me! You
                         will listen to me! It's mine and
                         you're mine, and you're coming
                         with me!

               Anakin shakes Padm� violently. 
               She tries to break free, but he holds her tight.
               She swings her arms and SMACKS him in his face. 

                                   PADME
                         Let go of me!

                                   ANAKIN
                         No!

               Padm� struggles to break free, as Anakin shakes her.
               She SCRATCHES Anakin with a nail, leaving a CUT in his
               face.
               Then Anakin SLAPS Padm� in her face and lets her go!
               The struggling pregnant young woman FALLS backwards to the
               ground!

                                   PADME
                         Ah!

               Padm� lies on the ground, crying.

               Anakin takes a step back and looks at his trembling hands. 
               He's coming back to his senses, breathing heavily. He can't
               believe what he's done. He's shaking.

                                   PADME (cont'd)
                         Oh!

               Anakin moves to Padm�, who lies on the ground, crying.
               Anakin has tears in his eyes.

                                   ANAKIN
                         Padm�! No! I didn't...I didn't
                         mean...I...

               Still on the ground, Padm� looks at him through her tears,
               holding her belly. She's furious and terrified at the same
               time.

                                   PADME
                             (crying)
                         Get away from me! Leave me alone!

               Anakin stops.

                                   ANAKIN
                         But I...

                                   PADME
                             (crying)
                         Don't touch me! Go away!

               Anakin backs away. He's afraid, confused.

                                   PADME (cont'd)
                         Go!

               Anakin turns around and starts running away.

               Anakin runs and runs 
               - he reaches the edge of the cliff -
               Anakin FORCE-LEAPS from the cliff down into the valley.

               He continues to run, tears in his eyes, overcome with
               emotions.

               Back in the garden, Padm� slowly gets up, then slumps down
               again. She curls up, holding her belly, and crying her
               lungs out.



               EXT. ALDERAAN, VALLEY - DAY

               Anakin runs through the valley, away from everything, going
               nowhere in particular.

               He finally slows down, then stops.
               He leans against a rock, catching his breath.

               Then Anakin suddenly spots something in the distance -
               SEVEN FIGURES.
               Anakin narrows his eyes and looks at the figures.

               The seven figures come riding on six-legged horse-like
               animals.
               The riders are tall, especially the middle one, who is
               huge.
               It's difficult to make out who they are, because they wear
               cloaks and the dust kicked up by the animals makes it
               difficult to see anything clearly.

               Then Anakin senses something and DIVES out of the way as an
               ENERGY BLAST blast hits the rock.

               Anakin gets up and switches on his lightsaber.

               Multiple volleys of laserblasts erupt around Anakin.
               He jumps out of the way, and then he FORCE-LEAPS up and to
               the charging attackers.

               Anakin DIVES down and SLASHES one of the mysterious riders.
               Anakin lands as the slashed figure falls off his animal. 
               It's a MODIFIED SUPER BATTLE DROID.
               The droid fizzles and seizes to function.

               Anakin looks at the others.
               They are all modified super battle droids, except for the
               tallest figure. 
               It's ILM-4U.

               The mechanical attackers turn their animals to attack
               Anakin.
               They open fire at him.

               Anakin deflects several blasts and jumps and runs to avoid
               the rest.

               One droid directs his six-legged animal to trample Anakin,
               but the young Jedi jumps aside at the last moment and
               swings his saber at the poor animal.
               The animal is killed and falls down, launching the droid
               rider from its back.

               Anakin deflects more blasts from the others - one droid is
               hit and its animal rides off with the smoking rider still
               on it.

               The droid on the ground gets up and targets Anakin, who
               swings around and thrusts his saber into the torso of the
               droid, destroying it.

               ILM-4U directs his animal away from Anakin and the others,
               observing the action.

               Anakin kills another animal and deflects blasts at another
               one. Their riders drop to the ground.

               The last droid charges at Anakin, guns blazing - but Anakin
               miraculously deflects all blasts and destroys both droid
               and animal. They drop in a heap just in front of Anakin.

               The two other droids get up and start circling Anakin, more
               cautious this time.
               Anakin holds his saber ready - droids on opposite sides.

               Both droids open fire at the same time, Anakin jumps up,
               flies to one droid, and lands on top of it.
               The other droid follows Anakin with its blaster-arm and
               fires - destroying the first droid.
               Anakin jumps off the destroyed machine and throws his saber
               at the last droid -
               The saber twirls through the air and cuts the droid.
               The droid stands for a moment, fizzles, then drops down.

               Anakin quickly FORCE-SUMMONS his lightsaber back in his
               hand and spins around to face ILM-4U, who now comes
               charging at him on his animal.

               ILM-4U fires his big rifle - a yellow energy-beam shoots at
               Anakin.
               Anakin can barely deflect the heavy blast, but still does -
               The animal is killed by the deflected blast and ILM-4U
               jumps off it, hits the ground, rolls away, gets up on his
               knees and fires another shot at Anakin, who dives out of
               the way.

               ILM-4U fires again - 
               Anakin deflects the blast back at the droid -
               it hits ILM-4U's personal SHIELD.
               Anakin looks in surprise. This droid is not so easily
               destroyed.

               Anakin jumps at ILM-4U, 
               lands close to him, 
               swings his saber,
               and SLASHES the rifle in half.

               ILM-4U backhands Anakin with a metal arm.
               Anakin goes down hard and drops his lightsaber. The weapon
               rolls away.

               ILM-4U KICKS Anakin and the young man flies up from the
               ground and lands a bit further away. 
               Anakin doubles in pain.
               He spots his saber.
               Anakin FORCE-SUMMONS his saber back in his hand and gets up
               to fight ILM-4U, who has pulled another BLASTER from his
               bandolier.

               ILM-4U fires a circular STUN-RAY at Anakin.
               Anakin's saber only deflects part of the blast. He staggers
               back and rolls behind a rock.

               ILM-4U slowly walks over to the rock.

               Behind the rock, Anakin regains his senses, then thinks. He
               realizes something.
               He calms down and gets up.
               He appears from behind the rock, calm, lightsaber ready.

               ILM-4U fires another stun-ray.
               Once again Anakin's saber only deflects part of the blast.
               Anakin lowers his saber and staggers back.

               Another stun-ray.
               Anakin looks at ILM-4U, then drops his saber.
               Another stun-ray.
               Anakin drops to his knees, still looking straight at the
               menacing droid.
               Another stun-ray.
               Anakin drops to the ground.
               Another stun-ray, and another, and another.
               Anakin lies motionless on the ground...

               ILM-4U slowly approaches the incapacitated Anakin, then
               looms over the helpless young man and looks him over. The
               droid kicks Anakin. He doesn't react.
               Satisfied that the Jedi is unconscious, ILM-4U extends an
               antenna from his head and transmits a signal...



               EXT. ALDERAAN, ROYAL PALACE GROUNDS, GARDENS

               Padm� has gotten up. 
               She's wiping the tears from her face and she pats off her
               clothes.
               Dorm� comes walking to her from the palace. The handmaiden
               sees that something is wrong and starts running.

                                   DORME
                         Milady! What happened?!

                                   PADME
                         It's...it's...

               Padm� is distracted by a thundering noise.

               Padm� and Dorm� look in the distance in the direction of
               the valley.

               A ship - ILM-4U's ship - zooms over the mountain tops and
               into the valley below.

                                   PADME (cont'd)
                         Something's wrong.

               Padm� starts running as fast as she can - pregnant and all -
               to the edge of the cliff.
               Dorm� follows.

                                   DORME
                         Milady, wait!



               EXT. ALDERAAN, VALLEY - CONTINUOUS

               ILM-4U's ship comes zooming down, then hovers several
               meters above ILM-4U's head.

               The tall droid picks up Anakin's saber and attaches it to
               its bandolier. The droid then picks up Anakin and holds the
               motionless man like a rag doll in its arms.

               From the underside of the craft a hatch opens and a bright
               MAGNETIC TRACTOR BEAM pulls the droid and its prey up.  

               ILM-4U and Anakin disappear inside the ship. The hatch
               closes.

               The ship takes off and speeds away.



               EXT. ALDERAAN, ROYAL PALACE GROUNDS, CLIFF - CONTINUOUS

               Padm� and Dorm� watch ILM-4U's ship flying away.

                                   PADME
                         Anakin...



               EXT. SPACE, ALDERAAN 

               ILM-4U's ship zooms away from Alderaan at top speed.



               INT. ILM-4U'S SHIP, CARGO HOLD

               In the cargo hold of his ship, ILM-4U places the
               unconscious Anakin in rectangular box - a sort of coffin.

               ILM-4U activates some controls and suddenly a strange
               LIQUID is poured into the coffin and over Anakin.

               ILM-4U presses another control and the liquid LIGHTS UP.
               Some smoke hisses off it.
               When the smoke clears the liquid has hardened and Anakin is
               ENCASED in it.

               The young Jedi is frozen in a form of stasis.

               ILM-4U checks the controls. The lights are green. All is
               well. The dangerous Jedi is alive and ready to be
               transported without the risk of an escape.

               Encased by the hardened liquid, Anakin's face is a grim,
               frozen mask.



               EXT. SPACE, NEBULA

               The captured Trade Federation freighter blasts out of
               hyperspace and enters the great nebula from the first
               scene.
               This is the secret base of the Confederacy of Independent
               Systems.

               Inside the nebula are planetoids, asteroids and space
               stations.
               The biggest planet has huge rivers of lava on its surface.
               Entire continents are covered in oceans of molten rock.
               Huge dark pyroclastic clouds race through the sky. 

               The freighter passes battleships, fighters, containers, and
               ships under construction.
               There is lots of activity here.

                                   CONTROLLER (V.O.)
                         Trade Federation freighter
                         Troyanus, transmit security code.

                                   FREIGHTER OFFICER (V.O.)
                         Nebula control, please stand by.



               INT. TRADE FEDERATION FREIGHTER, BRIDGE

               On the bridge of the freighter, Republic officers and
               troopers wait for an answer. Everybody is nervous.
               Obi-Wan stands behind an officer. 

                                   CONTROLLER (V.O.)
                         Freighter Troyanus, you appear to
                         have scorch marks on your hull.
                         What happened?

               The officer looks at Obi-Wan, who nods.

                                   FREIGHTER OFFICER
                         We were attacked by pirates, but
                         we're okay. We will only require
                         minor repairs.

               Silence. Obi-Wan looks out the window and concentrates.

                                   FREIGHTER OFFICER (cont'd)
                         I don't think they're going for
                         it, sir.

                                   OBI-WAN
                         Patience.

               Obi-Wan turns to another officer who sits in front of a
               console. On screens various parts of the nebula base flash
               by: battle stations, ships, shipyards, military staging
               areas...

                                   OBI-WAN (cont'd)
                         Are you scanning the entire area?

                                   SECOND FREIGHTER OFFICER
                         Yes, sir. It's huge. Factories,
                         shipyards, gun platforms...

                                   OBI-WAN
                         Continue recording. Zoom in on
                         that.

               Obi-Wan points at a screen where part of the lava planet is
               displayed.
               It's zoomed in on.
               The image focuses, and the crew members look in awe at a
               huge staging area for old fashioned BATTLE DROIDS.
               The droids are folded up and deactivated - ready to be
               picked up and transported.

                                   SECOND FREIGHTER OFFICER
                             (gasps)
                         Millions! Billions!

                                   CONTROLLER (V.O.)
                         Freighter Troyanus, you are clear
                         to proceed to your docking
                         station.

               The crew members sigh in relief. Obi-Wan is still
               concerned.

                                   OBI-WAN
                         We've got enough. Transmit the
                         recordings and get out of here.



               EXT. SPACE, NEBULA

               The freighter starts to turn around.



               EXT. LAVA PLANET, DROID STAGING AREA - NIGHT

               Rows and rows of deactivated battle droids are lined up on
               the surface of the planet.
               Behind them, factories, halls, and volcanoes. 
               Overhanging walkways with windows connect several
               buildings.



               INT. DROID HALL, WALKWAY (LAVA PLANET) - NIGHT

               Count Dooku, POGGLE THE LESSER, WAT TAMBOR, RUNE HAAKU, his
               second in command DOLTRE DOFINE, and several other
               CONFEDERACY LEADERS walk through a walkway overlooking the
               droid staging areas. An insect-like PROTOCOL DROID walks
               near Dooku.

                                   WAT TAMBOR
                         An old design, but easy to
                         manufacture. Our new army will be
                         completed soon.

                                   DOOKU
                         Excellent. The Jedi and the
                         Republic will be crushed.

                                   POGGLE
                         Not all our ships are ready! We
                         need more time!

                                   DOOKU
                         Do not be concerned, my friend.
                         Our enemy will come to us, and we
                         will be waiting.

                                   RUNE HAAKU
                         They are coming here?! 

               The protocol droid listens to someone over a comlink, then
               approaches Dooku.

                                   PROTOCOL DROID
                         Master, a Federation freighter is
                         ignoring flight control.

               Dooku smiles.

                                   DOOKU
                         Has it send any transmissions?

                                   PROTOCOL DROID
                         Yes, sir.

                                   DOOKU
                         Excellent. Let our defense force
                         take care of them. 

               The protocol droid moves away and speaks through the
               comlink.

                                   RUNE HAAKU
                         What is going on?

                                   DOOKU
                         It is starting, and it will soon
                         be all over.
                         Now, if you will excuse me, I
                         have other business to attend to.

                                   POGGLE
                         You are going away?

               Dooku smiles.

                                   DOOKU
                         Don't worry, I'll be back for the
                         grand finale.
                         Gentlemen...

               Dooku strides away, his protocol droid behind him.
               The Confederacy leaders stay behind.

                                   POGGLE
                         If this fails, the war will be
                         lost. Perhaps we have gone too
                         far.

                                   WAT TAMBOR
                         You know what happened to the
                         others. 

                                   RUNE HAAKU
                         It is too late to back out now.



               EXT. SPACE, NEBULA

               The stolen Trade Federation freighter speeds away from the
               ships and platforms in the nebula.
               Confederacy ships start flying after it and open fire.



               INT. TRADE FEDERATION FREIGHTER, BRIDGE

               The ship is hit by blasts. Alarms whine.

                                   FREIGHTER OFFICER
                         We're losing power!

               Another blast shakes the ship. The crew is thrown. Obi-Wan
               holds on to a seat.

                                   OBI-WAN
                         Have you transmitted the
                         information?!

                                   SECOND FREIGHTER OFFICER
                         Yes, sir!

               Obi-Wan looks outside, and relaxes.

                                   OBI-WAN
                         Good.

               A huge battleship blocks the freighter's path.
               It FIRES...



               EXT. SPACE, CORUSCANT

               Hundreds of Republic warships are in orbit over Coruscant.



               EXT. CORUSCANT, JEDI TEMPLE - DAWN

               Jedi fighters fly away from the great Jedi temple.



               INT. JEDI TEMPLE, CONTROL CENTRE

               The control centre in the Jedi temple is the nerve center
               for the many operations carried out by Jedi Knights all
               over the galaxy.
               Monitors and terminals and holographic maps everywhere.
               Jedi and droids are at work. 

               Yoda, Mace, Ki-Adi, and other Jedi Masters, including Oppo
               Rancisis, and BENDU LEADER - a Jedi master who commands
               fighter squadrons, watch flashing images on a big screen. 
               These are the images recorded by Obi-Wan's crew.
               Then the screen goes blank.

                                   MACE WINDU
                         We haven't had contact with Obi
                         Wan or his crew.

               The mood is sad.

                                   YODA
                         I believe he is still alive.
                         Unfortunately, his rescue must
                         wait. He has done his duty, now
                         we must do ours. 

                                   MACE WINDU
                         We must stop Dooku's new army if
                         we are to end this war.

                                   YODA
                         It is dangerous. Our numbers have
                         dwindled so far already.

                                   MACE WINDU
                         We have no choice. If Dooku
                         deploys that army, we will be
                         destroyed.

                                   YODA
                         Destruction of the Jedi... Never
                         would I have imagined it...now...

                                   KI-ADI MUNDI
                         The fleet is gathering.
                         Chancellor Palpatine will give
                         the order soon.

                                   YODA
                         And follow his orders we must...

               Yoda looks up at the others, coming to a decision.

                                   YODA (cont'd)
                         But we must also follow our
                         instincts, our codes...

                                   MACE WINDU
                         We will deal with the situation
                         here once we've dealt with Dooku.
                         That is our priority now.

               The others nod in agreement, but they're clearly all
               concerned.



               INT. SITH BASE, CELL - DAY

               The inside of a small, old looking, stone and concrete
               building. It's an unknown location, on an unknown planet...
               Dooku enters the small cell together with ILM-4U.
               Dooku looks at the frozen Anakin, who lies inside the
               coffin.

                                   DOOKU
                         Well done, ILM-4U. Revive him.

               ILM-4U presses some controls on the side of the coffin and
               the hardened liquid hisses and steams. It lights up and the
               frozen liquid starts to melt.

                                   DOOKU (cont'd)
                         Return to the nebula and keep an
                         eye on my allies. I will handle
                         this one.

               ILM-4U bows and turns to leave.

                                   DOOKU (cont'd)
                         Wait.

               ILM-4U turns back.
               Dooku points at Anakin's lightsaber, hanging from the
               bandolier of the tall droid.
               ILM-4U hands the weapon to his master, then leaves.

               The melting process continues, and Anakin comes free from
               the liquid.
               Finally, the young man is free again - and wet.
               Anakin moans. He tries to get up, but he slumps down again.
               He blinks his eyes, then opens them.

                                   ANAKIN
                         What?! Where?

                                   DOOKU
                         Your eyesight will return
                         shortly.

               Dooku switches on Anakin's blue lightsaber and points it at
               the young man. Anakin tenses up.

                                   ANAKIN
                         Dooku.

                                   DOOKU
                         It is pointless to fight me,
                         young Skywalker. You have nowhere
                         to go.

                                   ANAKIN
                         Why did you bring me here?

                                   DOOKU
                         I think you know, Anakin. I want
                         you...to join me!

                                   ANAKIN
                         A waste of time. I will never
                         join you, Dooku.

               Dooku switches off the lightsaber.

                                   DOOKU
                         You cannot return to the Jedi.
                         They will soon be destroyed, and
                         even if they wouldn't, I know you
                         are not like them.

               Anakin is surprised.

                                   DOOKU (cont'd)
                         When I first met you, you were
                         already special. Strong with the
                         Force, but not yet skilled.
                         You accomplished amazing feats.
                         Have you ever told your masters
                         how you managed to stop the
                         Federation's clone army on Naboo?

                                   ANAKIN
                         What do you mean?

                                   DOOKU
                         Come now. They believed you used
                         the Force in a calm and serene
                         moment, did they not?
                         But they weren't there.
                         I believe you used the Force in a
                         moment of emotion, of hatred, of
                         pure rage.

               Anakin turns away, trying to hide his thoughts.

                                   DOOKU (cont'd)
                         Yes...I can see I was right. And
                         then later when you fought me,
                         you gave in to your rage once
                         more. You almost defeated me, but
                         you chose to save your foolish
                         master instead.

                                   ANAKIN
                         I will not make that mistake
                         again.

                                   DOOKU
                         I don't think so. You need me. 

               Anakin looks up, even if he can't see.

                                   DOOKU (cont'd)
                         Oh, yes, you need me to help you
                         focus your rage, and your unique
                         abilities. You need a true master
                         if you want to harness the full
                         power of the Force.
                         That is what you want, is it not?
                         Ever since our fight, that's what
                         has been on your mind. To reach
                         the limits of your powers and go
                         beyond. To become as powerful as
                         possible. To be invincible.

               Anakin is silent.

                                   DOOKU (cont'd)
                         I can teach you. You will see
                         that the old Sith had some good
                         ideas. That the Jedi were
                         destined to be doomed. That only
                         true power counts.

                                   ANAKIN
                         You will pay for your crimes.

                                   DOOKU
                         To be in control means others are
                         not! You want peace and order in
                         this galaxy? You want to do what
                         you believe is right? Then you
                         will need all the power you can
                         get. 
                         Others will only suffer if they
                         stand in your way. You have to be
                         firm, relentless, unforgiving. 
                         Distance yourself from those that
                         stand beneath you on the ladder
                         of the Force. 
                         You are special, you are
                         powerful, you were destined to
                         lead!

               Anakin lets these words sink in.

                                   DOOKU (cont'd)
                         Listen to what I will say,
                         observe what I will show, then
                         you can decide if you will join
                         me...
                             (beat)
                         or fight me...

               Dooku walks out of the cell and closes it. A force-field
               ensures that Anakin stays where he is.

               Anakin sits on the floor, rubbing his painful eyes, and
               thinks.
               He listens - Dooku is gone, through another door.
               Anakin starts to peel away the glove that covers his right
               forearm. He then opens his bionic arm, and presses a button
               that was concealed inside.



               EXT. ALDERAAN, ROYAL PALACE - NIGHT

               Huge bird-like creatures fly around the awesome royal
               palace of Alderaan.



               INT. ROYAL PALACE, CONFERENCE ROOM (ALDERAAN) - NIGHT

               Padm�, Sab�, Bail, and SEVERAL OTHER POLITICIANS sit around
               a conference table. Threepio and other protocol droids
               stand behind them.

                                   SABE
                         If Chancellor Palpatine does not
                         relinquish his emergency powers
                         and ends the martial law, we must
                         act!

                                   BAIL ORGANA
                         I am certain we can gather
                         support in the senate. Many
                         systems sympathize with our
                         cause. 

                                   SABE
                         But the war must be over first if
                         we are to gain enough support.

               The others nod and mumble in agreement.

                                   PADME
                         Political action alone may not be
                         enough in the future. 

               She waits for a moment to let this sink in.

                                   PADME (cont'd)
                         The armed forces have become
                         powerful...the Jedi's position
                         has weakened. If this war is
                         ended, the commerce organizations
                         must be brought back into the
                         Republic...they will have
                         influence no matter what.

                                   BAIL ORGANA
                         What do you propose?

                                   PADME
                         I'm merely saying that we must be
                         prepared to defend what we
                         believe in. It's not my place to
                         say how -

                                   SABE
                         Then let me say it!
                         If this Republic turns into a
                         dictatorship, we must fight it
                         any way we can!

               This causes quite a stir amongst the politicians at the
               table.
               Meanwhile, Padm� is distracted by a buzzing sound. She
               takes a device out of her pocket - it's the tracking device
               Anakin gave her. It's flashing.
               One of the senators, a woman named Mon Mothma, speaks. 

                                   MON MOTHMA
                         A rebellion? Another war?

                                   SABE
                         My planet has been invaded
                         before, and my people oppressed.
                         We fought then, and we will fight
                         again if we must. If we surrender
                         in a faith of defeat, all will be
                         lost.

               Padm� stands up.

                                   PADME
                         Honorable delegates. Something
                         has come up that requires my
                         attention. I request a recess.

               Sab� is annoyed. Bail looks at the others and nods.

                                   BAIL ORGANA
                         We could use a moment of
                         contemplation.

               They all get up. Padm� quickly leaves the room with
               Threepio in tow. Sab� follows quickly.



               INT. ROYAL PALACE, HALLWAY (ALDERAAN) - MOMENTS LATER

               Sab� catches Padm� in a hallway of the palace.

                                   SABE
                         Padm�, what's going on?! We were
                         just -

                                   PADME
                         Anakin has activated his tracking
                         device. I've got to go after him!

                                   SABE
                         Are you mad?! It's over between
                         the two of you! You said it
                         yourself, and now you want to go
                         after that guy?!

                                   PADME
                         He's been captured! He needs
                         help. We can't just do nothing.
                         Sab�, we must stop Dooku anyhow!

                                   SABE
                         The Jedi will do that. You're not
                         going anywhere. Not in your
                         condition.

                                   PADME
                         Oh, I'm not going to pop anytime
                         soon, and the Jedi may not be
                         there in time! Alert your cruiser
                         to prepare for my arrival.

               Bail Organa and Dorm� approach the two sisters.

                                   SABE
                         You're impossible! Ah! Let's go
                         then.

                                   PADME
                         You're the queen. You can't come
                         with me.

                                   SABE
                         I'm not letting you go anywhere
                         on your own.

                                   BAIL ORGANA
                         You're leaving? What's going on?

                                   SABE
                         Bail, we must leave. Anakin
                         Skywalker has send a signal. He
                         needs help.

                                   BAIL ORGANA
                         But you are...you can't...

                                   PADME
                         We know who and what we are and
                         what we can do. 

               Bail doesn't respond. He just stares at the headstrong
               women. He looks at Dorm�, who is anxious.

                                   DORME
                         You're going to help Anakin?

               Padm� looks at Dorm� and Bail.

                                   PADME
                         Dorm�...perhaps it's best that
                         you stay here.

                                   DORME
                         Stay here?! But I -

                                   PADME
                         Dorm�, Bail...the two of you must
                         be brave and face the truth, like
                         we all have to at some point.
                         Answer your feelings and don't
                         let anything come between you.

               Padm� embraces her handmaiden.

                                   PADME (cont'd)
                         You should no longer be a
                         handmaiden, but a lady.

               Padm� then turns to a surprised Bail.

                                   PADME (cont'd)
                         Don't you agree, Bail?

               Bail looks at a hopeful Dorm�, then he smiles and nods. He
               holds Dorm�'s hand.

                                   BAIL ORGANA
                         Yes, I think you're right.

               Dorm� is in heaven, tears are running down her face.

                                   SABE
                         Well, wonderful. Do you want to
                         stay for the wedding or what?

                                   PADME
                         Let's go.



               INT. SITH BASE, CELL - NIGHT

               Anakin sits in his cell, rubbing his painful eyes.
               He senses that someone is coming. He checks his glove, the
               homing beacon is concealed.

               The force-field is deactivated and the cell door opens.
               Dooku looks at Anakin. Anakin stands up.

                                   DOOKU
                         I see your eyesight is returning.
                         Good, follow me.

               Dooku turns and walks away.
               Anakin is surprised. What to do?

                                   DOOKU (cont'd)
                         Are you coming?

               Anakin follows the old man.



               INT. SITH BASE, MAIN ROOM - MOMENTS LATER

               Anakin follows Dooku to another area in the cramped base,
               which is old and dark.
               There is little technology; a terminal with several screens
               is all. The place is lit by sparse electric lights. A few
               artifacts stand on some kind of altar.

                                   DOOKU
                         Like you, I always strived to
                         become more powerful, to be the
                         best, and to know as much as
                         possible.
                         Somehow I always felt I was held
                         back by the restrictions of the
                         Jedi codes, but like you, I did
                         my duty.
                             (beat)
                         I studied the ancient Sith, and
                         realized there was more to the
                         Force...much more. 
                         The Jedi had chosen to restrain
                         themselves, in fear of what
                         powers a full ability with the
                         Force could unleash.

               Anakin listens with interest, while observing the place.

                                   DOOKU (cont'd)
                         You remember the witch cult on
                         Naboo, which guards the ancient
                         Sith monuments?

                                   ANAKIN
                         Of course. They believed a Sith
                         Lord survived the ages by hiding
                         his consciousness in a special
                         crystal.
                         They believed he was revived.

                                   DOOKU
                         It is clear this story was true.
                         Surely you do not doubt there is
                         another Sith Lord?

                                   ANAKIN
                         The one who taught you. The one
                         behind it all...Darth Sidious.

               Dooku nods.

                                   DOOKU
                         Darth Sidious fought one of your
                         ancestors and was defeated, but
                         he managed to secure his spirit
                         in a special crystal - waiting to
                         be freed.

               Dooku opens a box and takes out a fairly small, red
               crystal. He hands it to Anakin.

                                   ANAKIN
                         The Kyber Crystal!

                                   DOOKU
                         A prison of the spirit, now
                         vacant...
                             (beat)
                         Darth Sidious returned, and he is
                         the mastermind behind the misery
                         and horrors of the last decades,
                         as you must know.
                         While his apprentice and his
                         influenced minions carried out
                         his schemes, he stayed in the
                         shadows, slowly rising in power,
                         waiting for the right moment to
                         reveal himself...and take control
                         once and for all!

                                   ANAKIN
                         We've been after him for a long
                         time. How did you find him?

                                   DOOKU
                         We found each other. You can
                         imagine my surprise when he
                         turned out to be a man I had
                         known for some time...

               Anakin looks up. Dooku grins.

                                   DOOKU (cont'd)
                         A man we both know. 

               Anakin thinks, then realization hits him. He is shocked.

                                   ANAKIN
                         No!

                                   DOOKU
                         You will have your revenge for
                         this betrayal.

                                   ANAKIN 
                         How could I have been so blind?!
                         We were blind! 

               Anakin is confused, shocked, angered.
               Dooku grins.

                                   DOOKU
                         Sidious is a menace to this
                         galaxy. He has taught me all I
                         need to know, and now he fears
                         me, as he should.

               Anakin is confused.

                                   DOOKU (cont'd)
                         He is powerful, but together we
                         can destroy him. Together we can
                         start a new Order. An Order based
                         on the true nature of the Force.
                         An Order that will ensure the
                         unity of this galaxy. 
                             (passionately)
                         Join me, Anakin, and I will teach
                         you all you need to know, and
                         together... we shall govern the
                         stars!



               EXT. SPACE

               The Naboo Royal Cruiser zooms through space.



               INT. NABOO ROYAL CRUISER, BRIDGE

               Padm�, Sab�, Artoo-Detoo, and See-Threepio are on the
               bridge of the royal cruiser. Of course the CAPTAIN and
               SEVERAL CREW MEMBERS are also present.

                                   PADME
                         The ship is armed, we've got
                         fighters, and security officers.
                         We should do well.

                                   SABE
                         That may be, but it's not a
                         warship. We must be careful.

                                   PADME
                         Yes, we will only act if we have
                         absolutely no choice whatsoever.

               Artoo bleeps. Threepio turns to his counterpart.

                                   SEE-THREEPIO
                         I have a bad feeling about this.

               Artoo whistles his agreement.



               EXT. SITH BASE - DAWN

               The planet is a SWAMP PLANET.
               Lots of vegetation, water, and animals making weird noises
               from their hiding places.

               Anakin and Dooku stand outside the old Sith base, which is
               partly hidden beneath the ground and underneath vegetation.

               A small generator and a pole with an antenna and a
               transmitter dish stand near the base.

                                   DOOKU
                         You must have no compassion with
                         anyone or anything. No
                         attachment, except to your new
                         Master. 

               Anakin turns to Dooku.

                                   DOOKU (cont'd)
                         You have anyone or anything to
                         return to?

               Anakin hesitates, thinks...

                                   ANAKIN
                             (sadly)
                         No...no, I have nothing to return
                         to.

                                   DOOKU
                         We shall see. 
                         Compassion, attachment, love,
                         pity...those are the weaknesses
                         your opponents will prey on. They
                         confuse and distract. 
                         In order to stand above others
                         and let them do your bidding, you
                         have to be unforgiving, and
                         ruthless. Only show mercy when it
                         can be of use to your cause
                         later.

                                   ANAKIN
                         But the Jedi taught -

                                   DOOKU
                         The Jedi were wrong, you know
                         that. Let them be nothing more
                         than a memory to you. 
                         Your former master, Obi-Wan, has
                         been captured and will soon be
                         executed. The others will soon
                         join his faith.

               Anakin is shocked.

                                   DOOKU (cont'd)
                         There is nothing you can do for
                         them. Let them meet their
                         destiny. Your future does not
                         include them.

               Anakin is disturbed.

                                   DOOKU (cont'd)
                         On with the training. You hear
                         that animal howling?

               Anakin nods, then points.

                                   ANAKIN
                         Over there.

                                   DOOKU
                         It has young. How would you deal
                         with them?

                                   ANAKIN
                         Deal with them?

                                   DOOKU
                         How would you kill them?

                                   ANAKIN
                         Why would I kill them? They're
                         harmless creatures.

                                   DOOKU
                         This is an exercise. See them as
                         those who stand in your way.

               Anakin thinks and looks in the direction of the howling.

                                   DOOKU (cont'd)
                         Kill them.

                                   ANAKIN
                         I'll need my saber.

                                   DOOKU
                         No! You are your own weapon. The
                         Force is your executioner.
                         Channel your anger and unleash
                         your fury!

               Anakin looks angry. He walks into the swamp...



               EXT. SPACE, SWAMP PLANET

               The Naboo Royal Cruiser blasts out of hyperspace. The swamp
               planet is ahead.



               INT. NABOO ROYAL CRUISER, BRIDGE

               Sab� and Padm�, and Artoo and Threepio are still on the
               bridge of the cruiser. The captain checks data on a
               display.

                                   CRUISER CAPTAIN
                         Only one planet with life signs.
                         No sign of any civilizations...
                         Wait. Something faint. Some kind
                         of technology.

                                   PADME
                         Captain, ready the shuttle and
                         the fighters, we're going in.

                                   CRUISER CAPTAIN
                         Yes, Senator.

               A console starts beeping.

                                   CRUISER OFFICER
                         Sir, a vessel's approaching!

               The captain looks at the console.

                                   CRUISER CAPTAIN
                         A Yuzzum Assault Frigate!



               INT. SITH BASE, MAIN ROOM - NIGHT

               Anakin stands next to Dooku in the main room near the
               console. 
               He is wet, and he has a grim, yet satisfied look on his
               face.

                                   DOOKU
                         You're a quick learner, Anakin.

               Anakin looks at Dooku, who has a self satisfied smile on
               his face.

               Suddenly the console in front of them starts beeping.
               Dooku presses some buttons.

               On the screen, info and schematics of the Naboo Royal
               Cruiser comes up. On a smaller screen is a display of the
               part in space where the cruiser is - another ship
               approaches it.

                                   DOOKU (cont'd)
                         It looks like we have company. A
                         Naboo Cruiser.

               Anakin tenses up.
               Dooku punches in some commands on the console.

                                   DOOKU (cont'd)
                         I have prepared for such an
                         eventuality. 

               Dooku turns to Anakin.

                                   DOOKU (cont'd)
                         Now, my young friend, it is time
                         for some revenge. Press this
                         button to give the attack order,
                         and you ensure the end for those
                         Naboo fools.

               Anakin hesitates.

                                   ANAKIN
                         They've come to help me.

                                   DOOKU
                         You must let go of your past. Do
                         not let anyone or anything stand
                         in your way. Destroy them.

               Anakin still hesitates.

                                   DOOKU (cont'd)
                         Destroy them!

               Anakin doesn't move. He doesn't know what to do.
               Dooku is furious.

                                   DOOKU (cont'd)
                             (angry)
                         Here!

               Dooku grabs Anakin's hand and pushes it down on the button.
               A red light flashes.
               Anakin pulls his hand back in shock.

                                   DOOKU (cont'd)
                         You still have much to learn.



               EXT. SPACE, SWAMP PLANET

               The oddly shaped Yuzzum Assault Frigate is in pursuit of
               the Naboo cruiser.
               The vessel is made up of a sphere shaped bridge section,
               with a long narrow tube leading to the engines on the back.
               Gun-bubbles all over the hull. Attached to the tube are six
               smaller spheres. These spheres have separate engines and
               strange metal claws on their hull.



               INT. NABOO ROYAL CRUISER, BRIDGE

               The crew is on full alert.

                                   SABE
                         Yuzzum. Those bastards are with
                         the Confederacy!

               Then the ship shakes as it's hit by enemy fire.

                                   PADME
                         We're under attack! 

                                   CRUISER CAPTAIN
                         Return fire, launch fighters!

               Artoo bleeps his concern.

                                   SEE-THREEPIO
                         I hate it when I'm right.



               EXT. SPACE, SWAMP PLANET - CONTINUOUS

               The Naboo cruiser and Yuzzum frigate start maneuvering
               around each other.

               FOUR NABOO N-2 FIGHTERS fly out of the cruiser's hangar and
               start firing at the frigate, which returns fire.
               The cruiser and frigate exchange fire with their cannons.

               The N-2 fighters fire torpedoes at the frigate. Explosions
               blast the hull of the enemy ship, but two Naboo fighters
               are blown away by the laser cannons of the alien vessel.

               The six spheres DETACH from the Yuzzum frigate and fly
               towards the cruiser.

               The cruiser takes hit after hit from the heavily armed
               frigate.



               INT. NABOO ROYAL CRUISER, BRIDGE - CONTINUOUS

               Everybody holds on as the cruiser shakes under the attack.

                                   CRUISER OFFICER
                         They've launched 'invaders'!

               The captain flicks a switch, activating the intercom.

                                   CRUISER CAPTAIN
                         All hands, prepare to engage
                         boarding parties!

               Sab� turns to Padm�.

                                   SABE
                         Let's go.

               Sab� and Padm� exit the bridge. Artoo and Threepio follow.

                                   SEE-THREEPIO
                         Oh dear, oh dear.



               EXT. SPACE, SWAMP PLANET - CONTINUOUS

               The royal cruiser continues to get hit by blasts. Several
               of its laser cannons are blown away, rendering it almost
               defenseless.
               The six spheres approach the vessel.
               The two N-2 fighters start going after the spheres - they
               manage to destroy three of them before they're blown away
               themselves by the Yuzzum guns.
               The three remaining spheres reach the cruiser and ATTACH
               themselves to the hull of the ship.
               The frigate continues to fire at the cruiser's engines.



               INT. NABOO ROYAL CRUISER, QUEEN'S QUARTERS

               While alarms go off, Sab� is in her quarters, grabbing two
               blasters from a hidden compartment.
               She tosses one blaster to Padm� and keeps the other one.
               Her four handmaidens stand ready in their battle outfits -
               blasters in hand.
               Threepio and Artoo look on.

               The women look up as they hear scraping sounds from
               outside. The sound of explosions follows.

                                   SEE-THREEPIO
                         What was that?!

                                   PADME
                         They've entered the ship.

                                   SABE
                         We've got to fight them off!

                                   HANDMAIDEN
                         Your Highness, we must get you to
                         safety!

                                   SABE
                         We won't give up without a fight!



               INT. NABOO ROYAL CRUISER, PASSAGEWAYS

               NABOO SECURITY GUARDS and CREW MEMBERS run through the
               passageways of the ship. 
               A GROUP OF GUARDS takes up position in door openings and
               against walls, waiting for the enemy.
               The sound of laserfire and screams is coming closer.

               Then the guards open fire at the ATTACKERS, who come
               running in from around a corner.

               The attackers are from the alien Yuzzum species.
               Thin, spindly legs; a small, round, furry torso with
               spindly arms; big hands; a bulbous head without a neck;
               big round eyes.
               Most Yuzzum stand only one meter to one and a half meters
               tall.
               They carry large, exotic riffles.

               The creepy aliens scream and yell as they come running and
               blasting through the passageway with a frightening
               disregard for their own lives.

               A fierce fire fight follows as Naboo and Yuzzum engage each
               other. 
               Despite heavy losses, the Yuzzum overrun the Naboo and
               continue through the passageways of the ship.



               EXT. SPACE, SWAMP PLANET

               The Yuzzum frigate blasts at the cruiser's engines and
               bridge.
               Huge explosions set the cruiser on fire  - debris floats
               away.
               As the Naboo cruiser tumbles out of control the alien
               frigate stops firing.



               INT. NABOO ROYAL CRUISER, PASSAGEWAYS

               Sab�, Padm�, the four handmaidens, Threepio, Artoo, and
               FOUR GUARDS run through the corridors of the battered ship.
               Lights flicker, explosions in the distance - the ship
               shakes.

               Artoo whistles, worried.

                                   SEE-THREEPIO
                         This is it. We're finished!

                                   PADME
                         Engines are down, we're out of
                         control!

                                   SABE
                         To the escape pods!

               The guards lead the way and turn a corner - and are SHOT by
               YUZZUM SOLDIERS.

               The ladies turn around and start running back.
               The handmaidens lag behind and shoot several Yuzzum as the
               aliens turn the corner.
               Artoo rolls away. Threepio walks as fast as he can, while
               laserblasts shoot around him.

                                   SEE-THREEPIO
                         Oh! Wait!



               INT. NABOO ROYAL CRUISER, MORE PASSAGEWAYS - CONTINUOUS

               The women and droids run through the corridors of the ship,
               but the pregnant Padm� and Threepio are not so fast.

                                   PADME
                             (panting)
                         I...can't...

               Sab� stops.

                                   SABE
                         Artoo, plug in. We need to lose
                         some weight.

               Artoo rolls to a console in a wall and plugs into the
               computer-socket. The clever droid gets to work.

                                   SABE (cont'd)
                         Nobody messes with me on my own
                         ship.

               Artoo bleeps. 

                                   SEE-THREEPIO
                         Something feels different. What
                         did you do?

               Artoo bleeps again. Threepio looks down - he's FLOATING.

                                   SEE-THREEPIO (cont'd)
                         You've switched off gravity?! How
                         are we going to move?

                                   SABE
                         We fly!

               Sab� launches herself and lifts off. The handmaidens
               follow. Padm� pushes herself away from a wall. She turns to
               Threepio.

                                   PADME
                         Hang on to Artoo.

               Artoo extends his mini-jets from his legs and lifts off
               from the floor. Threepio grabs on to his little friend.
               The ladies to the same.
               Artoo bleeps.

                                   SEE-THREEPIO
                         I was not designed for flying.

               Then SEVERAL YUZZUM enter the passageway, floating and
               flying uneasily, arms and legs flailing, banging into the
               walls.

                                   SABE
                         Go!

               Artoo ignites his rockets and the bundle of women and
               droids shoots through the corridor.

                                   SEE-THREEPIO
                         Ooooh!



               INT. NABOO ROYAL CRUISER, INTERSECTION - MOMENTS LATER

               The flying group reaches an intersection in the royal
               cruiser.
               Dead bodies and equipment float around.

               Artoo stops and the ladies let go of the droid.

                                   PADME
                         Which way?

               Suddenly a GROUP OF YUZZUM comes floating in from another
               corridor.
               The aliens open fire.
               The women shoot back.
               Artoo and Threepio take cover behind some floating crates.

               One handmaiden is killed by blasts.

               The women unleash a hailstorm of laserfire at the ugly
               aliens, who tumble around in the zero-g environment.

               Sab� and two handmaidens push themselves away from a wall
               and fly towards the aliens, guns blazing.

                                   SABE
                         Hayaa!

               Padm� catches the floating blaster of the killed
               handmaiden, and unloads at the ugly aliens with two
               blasters.

               The third handmaiden kicks a piece of equipment away - the
               object flies against a few Yuzzum, knocking them away.
               MORE YUZZUM come up from behind them - shooting two more
               handmaidens.

                                   PADME 
                         Watch out!

               Padm� blasts several aliens. One comes up from behind and
               grabs her, but she kicks herself free, grabs the alien by
               its hair, and PUNCHES it repeatedly in the face until it's
               knocked out cold.

               The remaining ladies display amazing acrobatic moves in the
               weightless ship.
               The clumsy Yuzzum have trouble taking on the acrobatic
               women.
               The ladies shoot, fly, hit, kick, smack and push. The small
               aliens are getting their butts kicked by the zero-g kung-fu
               sci-fi babes!
               Sab� swings a leg around a pipe, GRABS one Yuzzum by its
               spindly legs and SWINGS him around, SMACKING him into two
               others.

                                   SABE
                         Little bastards!

               Padm� launches herself and flies through the corridor, guns
               blazing - blasting aliens left and right.

               The remaining handmaiden grabs a Yuzzum rifle and blows
               away a group of the nasty aliens.
               Padm� has one blaster knocked out of her hands. She kills
               the guilty Yuzzum with the other.
               Dead bodies and debris float through the passageways.

               From behind their hiding place, Artoo and Threepio look on.

                                   SEE-THREEPIO
                         This is madness!

               Artoo whistles and joins the fray.
               He flies around using his jets and ZAPS Yuzzum with his
               welding-torch.

                                   SEE-THREEPIO (cont'd)
                         Come back!

               The ladies continue to fight.
               Padm� spots a Yuzzum aiming his rifle at Sab�, who is busy
               kicking butt.
               She pulls the trigger of her blaster - it JAMS.

                                   PADME
                         Sab�!

               Padm� launches herself in between Sab� and the being. 
               The Yuzzum fires - and hits Padm� in her back...

                                   PADME (cont'd)
                         Aaarch!!!!

               Sab� twists around and shoots the guilty alien - blowing
               its ugly head off.

               Finally, after a little more butt-kicking, all Yuzzum float
               around dead or knocked out.

               Sab�, Padm�, and the last handmaiden look around.

               Padm� painfully holds her wound.

                                   SABE
                         Are you alright?

                                   PADME
                             (in pain)
                         Uh-huh.

               Another explosion somewhere, a big one.
               The ship shakes and makes weird sounds - as if...

                                   SABE
                         The hull is breaking up. We've
                         got to get out of here.

                                   HANDMAIDEN
                         This way!



               INT. NABOO ROYAL CRUISER, OUTSIDE BOARDING SPHERE

               The three women and two droids float through a dark
               passageway.
               They arrive at a scorched hole in the wall. It leads to a
               Yuzzum sphere.

                                   PADME
                             (in pain)
                         We'll take one of their ships.

               The handmaiden flies through the hole - a BLASTER SHOT -
               and she comes floating out again - DEAD.

                                   SABE
                         No!

               Sab� and Padm� open fire and blast through the hole. Then
               they go in.



               INT. YUZZUM BOARDING SPHERE - CONTINUOUS

               A dead Yuzzum soldier floats inside the sphere, shot by the
               two Naboo women.
               Artoo and Threepio follow.
               Sab� studies the controls.
               More explosions in the distance. Everything shakes.

                                   PADME
                             (in pain)
                         Hurry!



               EXT. SPACE, SWAMP PLANET

               The Naboo royal cruiser tumbles out of control. Pieces of
               the ship are torn loose, explosions everywhere.
               One Yuzzum sphere detaches from the vessel and flies back
               to the mother-ship.

               Several ESCAPE PODS blast away from the royal cruiser, but
               each one gets picked off by the cannons of the alien
               vessel.

               Then the Naboo cruiser EXPLODES.
               One boarding sphere tumbles out of control away from the
               explosion, and plummets down towards the planet.



               INT. SITH BASE, MAIN ROOM - NIGHT

               The displays on the console make it clear that the cruiser
               is destroyed.
               Anakin watches in silence, a disturbed look on his face.
               Dooku is pleased.

                                   DOOKU
                         It is over. They won't distract
                         you any longer.

                                   ANAKIN
                         What?

                                   DOOKU
                         My spies on Alderaan informed me
                         that the senator of Naboo was on
                         board, just as the Naboo queen.
                         This is a victory long overdue. 

                                   ANAKIN
                             (shocked)
                         Padm�.

                                   DOOKU
                         Another piece of your past has
                         been dealt with. No longer will
                         they restrain you with their
                         nonsense.

               Anakin touches the cut on his face, where Padm� scratched
               him.

                                   ANAKIN
                             (shocked)
                         I killed her.

                                   DOOKU
                         She was a burden to you. Forget
                         about her.

                                   ANAKIN
                             (angry)
                         She carried my child!

               Dooku is surprised. Anakin is furious, trembling. Dooku
               takes a step back.

                                   DOOKU
                         Unfortunate. A child of yours
                         could one day have made a fine
                         apprentice.

               This sends Anakin over the edge. 
               He FORCE-PULLS Dooku's lightsaber from Dooku's belt and
               switches it on.

                                   ANAKIN
                         Raaah!

               Dooku jumps out of the way as Anakin swings the saber at
               the old master.

                                   DOOKU 
                         You focus your anger on the wrong
                         person! You need me. You must
                         learn to let go of your past and
                         control your fury!

                                   ANAKIN
                         I don't need you! I don't need
                         anyone!

               Anakin comes after Dooku, who runs away.

               Dooku spots Anakin's own saber on a bench. He summons it to
               him with the Force, and switches it on.

               Anakin and Dooku face each other. Anakin has Dooku's red
               lightsaber, Dooku has Anakin's blue saber.

                                   DOOKU
                         Think! Focus your hatred on those
                         who have held you back all these
                         years!

                                   ANAKIN
                         Die!

               Anakin charges. The sabers clash.

               Dooku has trouble blocking all of Anakin's furious blows,
               but he manages to keep the young Jedi at bay.



               INT. SITH BASE - CONTINUOUS

               Anakin drives Dooku back through the Sith base.

               Anakin YELLS and delivers blow after blow, driving Dooku
               further back.

               The sabers cut through a cable and the lights go out. Only
               the light of the sabers now illuminate the place.

               Anakin is mad with anger. He continues to drive Dooku back.

               For a moment Dooku gains the upper hand and skillfully
               pushes Anakin into the defensive. Anakin is scorched by
               Dooku's saber.

                                   ANAKIN 
                         Ah!

                                   DOOKU
                         You cannot defeat me. I'm far
                         more powerful than you. You need
                         me to train you!

               Anakin blocks a deadly blow, then strikes back.

               Hate and rage having overtaken Anakin, he drives Dooku back
               into a small room where a small generator stands.

               Anakin delivers blow after blow.

               Dooku trips and falls against the generator.

               Anakin SLASHES and CUTS OFF both of Dooku's hands.

                                   DOOKU (cont'd)
                         Aarch!

               Anakin's saber falls out of Dooku's severed hands.
               Dooku lies against the small generator, exhausted.
               Anakin looks at him, panting, and Force-summons his own
               lightsaber into his free hand.

                                   DOOKU (cont'd)
                             (in pain)
                         Without me, you're lost.

               Anakin looks at the old man with a look of pure hatred on
               his face.

                                   ANAKIN
                         I don't think so.

               Anakin THROWS Dooku's saber at the old master.
               The saber pierces through the Sith Lord and straight into
               the generator.

                                   DOOKU 
                         Arch!

               The pierced generator crackles with energy, and lightning
               bolts flash out, engulfing Dooku and the rest of the room. 

                                   DOOKU (cont'd)
                         Aaaaaaaaah!!!

               Anakin turns around and runs away.



               INT. SITH BASE, MAIN ROOM - CONTINUOUS

               Anakin runs away from the generator room as the generator
               EXPLODES, taking Dooku and the room with it.

               Fire and smoke fill the base as Anakin runs out.



               EXT. SITH BASE, LANDING AREA - NIGHT

               Anakin runs out the back door of the Sith base, as smoke
               and dust engulf it behind him.

               Anakin comes to a stop and drops to his knees.
               He scrapes through the mud with his fingers.
               He looks up at the sky and SCREAMS and CRIES.

                                   ANAKIN
                         Aaaarrrr!! Padm�!!!

               Dooku's Solar Sail Ship stands parked nearby.

               Finally Anakin gets up and walks towards the ship, a
               determined look on his face.



               EXT. SPACE, SWAMP PLANET

               Dooku's Solar Sail Ship flies away from the swamp planet,
               unwraps its sails, and blasts away into space.



               EXT. SWAMP PLANET, CRASH SITE - NIGHT

               A Yuzzum boarding sphere lies in a swamp, the hatch open.

               Threepio and Artoo are busy unloading a small Yuzzum Hover
               speeder out of the craft. It's designed for the small
               aliens, and has barely enough room for two humans and two
               droids.

               Sab� helps Padm� out of the sphere.

                                   SABE
                         I just hope these bandages stop
                         the bleeding.

                                   PADME
                             (in pain)
                         I'll be fine.

                                   SABE
                         We've got to call for help.
                         Artoo, start transmitting a
                         distress signal.

                                   PADME
                             (in pain)
                         No! No. That Yuzzum ship could
                         pick it up.

                                   SABE
                         You're right. Now what?

               Artoo has an antenna extended. The droid bleeps and
               whistles.

                                   SEE-THREEPIO
                         Artoo has located the signs of
                         technology...in that direction.

               Threepio points into the swamp.

                                   PADME
                             (in pain)
                         Could be an enemy base.

                                   SABE
                         We have to do something. We can't
                         stay here. Let's go check it out.

               Sab� helps Padm� on the speeder.

                                   SABE (cont'd)
                         I thought the Jedi were supposed
                         to respond to Anakin's signal.
                         Where are those guys?!



               EXT. CORUSCANT, JEDI TEMPLE - DAY

               Speeders and ships swerve around the Jedi Temple. It's a
               busy day.



               INT. JEDI TEMPLE, COUNCIL CHAMBER - DAY

               Yoda, Mace and a few other masters sit in the Council
               Chamber. Not all seats are occupied. Holograms of several
               masters are projected in their seats, including Ki-Adi's
               and Oppo's.

                                   OPPO RANCISIS
                             (hologram)
                         The fleet is ready.

                                   MACE WINDU
                         Good. Be mindful. I sense a
                         strong disturbance in the Force.

                                   KI-ADI MUNDI
                             (hologram)
                         We sense it too.

                                   YODA
                         Dooku's army is bigger than we
                         thought. Much blood will be shed
                         if we continue with this. I fear
                         the deaths of many Jedi.

               Yoda is sad.

                                   MACE WINDU
                         We must fight this battle. I see
                         no other way.

               Suddenly the hologram of a JEDI AIDE appears.

                                   JEDI AIDE
                         Master, we are receiving an
                         incoming transmission from Anakin
                         Skywalker.

                                   MACE WINDU
                         Proceed.

               A shaky hologram of Anakin's face appears. The sound is a
               bit garbled.

                                   ANAKIN
                             (hologram, filtered)
                         I have (garbled) into the
                         Confederacy...and I've killed
                         Dooku.

               The Jedi masters are very surprised.

                                   ANAKIN (cont'd)
                             (hologram, filtered)
                         The (garbled) army is not yet
                         active, but will be (garbled) to
                         attack. You must attack now! Or
                         else -

               The hologram suddenly fades away.

               The Jedi masters look at one another.

                                   YODA
                         He didn't send his signal.
                         Strange.

                                   MACE WINDU
                         So, Dooku is destroyed. But I
                         sense there is more to this.

                                   YODA
                         Yes...something's wrong. This
                         disturbance...what is it?

                                   KI-ADI MUNDI
                             (hologram)
                         If Skywalker is correct, if the
                         new droid army is about to be
                         activated, we must strike
                         quickly.

               The other master nod.

                                   MACE WINDU
                         We must attack now.

               Yoda looks very concerned.



               EXT. SPACE, CORUSCANT

               The mighty Republic fleet is ready to go.
               Jedi fighters, modified Jedi fighters, and other fighters
               zoom and swerve around the capital ships: Victory Class
               Star Destroyers, Jedi transports, frigates, corvettes,
               cruisers, dreadnoughts, and other deadly craft. 
               The 'Excalibur' - the Jedi's main ship, leads the fleet.

               The armada flies away from the city-planet.



               INT. TARKIN'S DESTROYER, BRIDGE

               In one of the Victory Class Star Destroyers, Tarkin looks
               out at the fleet. 
               Other officers stand further away.

               A hologram of Supreme Chancellor Palpatine appears near
               Tarkin.  

                                   TARKIN
                         We are ready to go, Your
                         Excellency.

                                   PALPATINE
                             (hologram)
                         Excellent. Remember what we
                         discussed.

                                   TARKIN
                         I will, Chancellor.

                                   PALPATINE
                             (hologram)
                         We have lost contact with Anakin
                         Skywalker. If he is at the site,
                         find him and bring him in.

               Tarkin is somewhat surprised, unsure how to handle that.

                                   TARKIN
                         Uh, yes, sir.

               The hologram fades out.

               Tarkin looks at the Jedi Cruiser in front of his Destroyer
               and sighs.



               EXT. SPACE, CORUSCANT

               Modified Jedi fighters take up position next to the
               'Excalibur'.



               INT. JEDI CRUISER EXCALIBUR, BRIDGE

               Ki-Adi Mundi sits in a control chair on the bridge of the
               cruiser. Oppo Rancisis, other Jedi, and other crew members
               are busy.

                                   KI-ADI MUNDI
                         On my signal, make the jump. 

               Ki-Adi waits a moment, then pushes a button.
               A signal sounds.
               The engines roar.
               Then the stars in front of him turn into streaking lines as
               the ship enters hyperspace.



               EXT. SPACE - CONTINUOUS

               One by one, the ships of the Republic fleet blast into
               hyperspace.



               EXT. SITH BASE (SWAMP PLANET) - DAWN

               Sab� approaches the secret base carefully, blaster ready.

               She enters the ruin.



               INT. SITH BASE, MAIN ROOM

               Sab� makes her way through the base. Dust everywhere. She
               shines a light ahead of her.

               She arrives in the main room.
               The console appears to be in one piece.

               She then spots something on the floor. She picks it up.

                                   SABE
                         The Kyber Crystal! 

               Sab� examines the Crystal.
               A weak GLOW emanates from the inside of the mysterious
               stone...

                                   SABE (cont'd)
                         At last it will be returned to
                         the Witches of Naboo.



               EXT. SITH BASE (SWAMP PLANET)

               Sab� is out of the base and walks back into the swamp,
               where she finds Padm�, Artoo, and Threepio waiting.

                                   SABE
                         It's deserted, but I think we can
                         get some of the equipment working
                         with what we've got here.

               Sab� points at the speeder and the supplies on it.

                                   SABE (cont'd)
                         Let's get inside.

               Padm� tries to get up from the speeder, then falls back,
               holding her belly.

                                   PADME
                             (in pain)
                         Aah!

                                   SEE-THREEPIO
                         Miss Padm�!

                                   SABE
                         Your wound. We must -

                                   PADME
                             (in pain)
                         No. It's...it's starting. It has
                         begun.

               Sab� looks in shock as Padm� holds her pregnant belly.



               EXT. SPACE, NEBULA

               Dooku's Solar Sail ship flies through the Confederacy
               nebula towards the volcanic planet. 
               Of course the ships that patrol the area don't attempt to
               stop the Dark Lord's vessel.



               EXT. LAVA PLANET, CONFEDERACY BASE - LATE DAY

               Several large buildings make up the headquarters of the
               Confederacy on this planet. 
               Droid factories and staging areas lie beyond.



               INT. LAVA PLANET, EXECUTION AREA - LATE DAY

               A small theater. Steps and balconies around an open area
               with a pit in the middle. The theater has several
               entrances.
               The pit is a lava pit. Hot molten rock hisses and steams.

               Above the pit hangs Obi-Wan Kenobi, chained to a metal
               cross above the deadly lava.
               He glances down, slightly concerned, then he looks at the
               people who have come to watch him die.

               At the top of the steps stand Rune Haaku, Poggle the
               Lesser, Wat Tambor, Doltre Dolfine, and the other
               dignitaries.
               Around the circular theater stand ILM-4U, TWO SUPER BATTLE
               DROIDS, TWO BATTLE DROIDS, TWO GEONOSIAN GUARDS, and TWO
               NEIMODIAN CLONE SOLDIERS. The two super battle droids stand
               behind the dignitaries.

               There is no escape.

                                   POGGLE
                             (in genosian, subtitled)
                         At last we shall witness the end
                         of Obi-Wan Kenobi!

                                   RUNE HAAKU
                         There will be no escape for you
                         this time!

               Rune briefly touches the lightsaber on his belt - it's Obi
               Wan's.
               Rune holds a remote control device. He presses a button.
               The cross is lowered. Soon Obi-Wan will be fried.



               INT. PASSAGEWAY TO EXECUTION AREA (LAVA PLANET)

               In the passageway behind the dignitaries, a figure calmly
               walks forward.



               INT. LAVA PLANET, EXECUTION AREA

               The cross with Obi-Wan is slowly being lowered.

               Suddenly the two super battle droids behind the dignitaries
               are CUT DOWN by a lightsaber.

               Anakin stands in the doorway.

               The shocked dignitaries run for cover, but Anakin SLASHES
               at Rune Haaku and the Trade Federation President falls
               down.

                                   RUNE HAAKU
                         Ah!

               Rune drops the remote control.

               Anakin presses a button on the control with his foot. The
               cross hangs still. 

               Anakin then pulls up Rune - holds him - and CUTS OFF his
               head with the lightsaber!

               Anakin throws Rune's decapitated head down the steps and it
               rolls in the lava pit.

               Rune's headless body drops down.

               The other dignitaries look on in shock and scramble for
               safety.

                                   ANAKIN
                         Dooku is dead!

               The dignitaries and Obi-Wan are surprised.

                                   ANAKIN (cont'd)
                             (sinister, low voice)
                         And you will soon follow.

               Anakin moves toward the dignitaries, who quickly run
               through a doorway.

                                   POGGLE
                             (in genosian, subtitled)
                         Destroy him!

               The two Geonosian guards fly up to Anakin, electro-spears
               ready.
               Anakin uses the FORCE to push one away - it falls screaming
               into the lava pit.
               The other comes too close and is cut down by Anakin.

               While ILM-4U provides cover by shooting at Anakin, the
               dignitaries escape.
               Anakin deflects the shots.
               ILM-4U and the dignitaries exit through the doorway.

                                   WAT TAMBOR
                         Call for hiiiieeeeelp!

               With the dignitaries away, all the doors to the execution
               theater SLAM SHUT.

               The two clone soldiers and the two battle droids open fire
               at Anakin, who deflects the bolts - killing one clone.

               Anakin jumps up and lands in between the droids. He cuts
               them in half. The metal body parts clatter to the ground.

               Anakin extends his hand and the last clone soldier drops
               his weapon and reaches for his throat, as he is FORCE
               CHOKED.
               The soldier staggers back and falls in the lava pit and
               dies horribly.

               Anakin walks to the edge of the pit, and looks up at Obi
               Wan, who still hangs from the cross.

                                   OBI-WAN
                         Quick, get me down.

               Anakin doesn't move.

                                   OBI-WAN (cont'd)
                         Anakin!

                                   ANAKIN
                         Padm� is dead!

               Obi-Wan is shocked.

                                   ANAKIN (cont'd)
                         She's dead!

                                   OBI-WAN
                         I'm sorry, but -

                                   ANAKIN
                         She carried my child.

               Now Obi-Wan is totally shocked!

                                   OBI-WAN
                         What?! Yours?! But you -

                                   ANAKIN
                         I loved her, but you wouldn't let
                         me. You couldn't even see it,
                         could you?! You're a lousy
                         master. The Jedi teachings are
                         worthless. You all held me back!
                         I could have been with her! I
                         could have saved her! You will
                         pay. You will all pay!!

                                   OBI-WAN
                         Anakin! Come to your senses! We
                         have to -

                                   ANAKIN
                         No! You can rot away here.

               Obi-Wan is deeply disturbed.

                                   ANAKIN (cont'd)
                         You were right about one thing,
                         "my master". You were right not
                         to trust Palpatine. He is Darth
                         Sidious!

                                   OBI-WAN
                             (shocked)
                         We must warn the others!

                                   ANAKIN
                         You will all get what you
                         deserve.

               Anakin turns around and walks towards a small hatch in the
               floor. He cuts it open and disappears inside, leaving a
               shocked Obi-Wan behind.

               Obi-Wan forces himself to calm down.
               He closes his eyes and concentrates.

               Then the lightsaber on the belt of the decapitated Rune
               Haaku starts to tremble, then flies up.
               It ignites in mid-air and twirls toward the cross. 

               The saber CUTS the chains the cross was hanging from - the
               cross DROPS -
               only to FLOAT in mid air above the deadly lava pit...

               Obi-Wan is in upper concentration.
               The cross with him on it slowly floats away from the pit,
               then crashes down on the floor.

               Obi-Wan tries to free his hands.
               He once again summons the saber to him - the weapon lifts
               up from the floor, ignites and twirls toward him - and cuts
               through the chain close to one of his hands. It barely
               misses Obi-Wan.

               Now Obi-Wan quickly frees himself from the chains.

               The doors to the execution area open - and from all
               entrances BATTLE DROIDS rush in.

               Obi-Wan picks up his saber and runs to the hatch Anakin
               went through.
               The droids open fire, just as Obi-Wan dives into the
               opening.



               INT. JEDI CRUISER EXCALIBUR, BRIDGE (HYPERSPACE)

               Ki-Adi and Oppo and other Jedi watch the systems on the
               bridge of their ship. Through the windows they watch the
               stars streak by, as the ship moves through hyperspace.

                                   OPPO RANCISIS
                         Stand by.

               The streaking stars turn into normal stars as the ship
               exits hyperspace.

               They've arrived straight in the nebula, close to the enemy.

               A Trade Federation Cruiser fills the screen and shoots by -
               barely missing the Jedi cruiser!
               Alarms whine.

                                   KI-ADI MUNDI
                         We've come out of hyperspace too
                         close!

                                   OPPO RANCISIS
                         Launch fighters!



               EXT. SPACE, NEBULA

               The Republic fleet exits hyperspace and the ships break
               formation and swerve out of the way to avoid hitting the
               Confederacy ships and stations.

               Several ships crash into others and are destroyed.

               The ships open fire, blasting each other. Several cruisers
               are on fire.

               From the cruisers and destroyers many fighters are launched
               and attack the enemy. Jedi fighters, modified Jedi
               fighters, TIE-Protos, and bombers join the battle.

               They engage Confederacy ships and fighters, including Z
               95's, Y-Wing's, Geonosian fighters, and droid fighters. 

               More and more ships join the battle.

               From containers and storage stations laser-turrets swivel
               into view and open fire at the Republic ships.

               New Confederacy ships fly away from floating docks and
               attack the Republic vessels.



               INT. BENDU LEADER'S STARFIGHTER COCKPIT

               As Bendu Leader flies through a swarm of enemy fighters, he
               directs his fighters in the battle.

                                   BENDU LEADER
                         Three more squadrons on the left.
                         Bendu Four, watch out of those
                         droid fighters.

               He blows away two Z-95's.

                                   BENDU LEADER (cont'd)
                         Alpha One, have your squad form
                         on our right.



               INT. ALPHA ONE'S STARFIGHTER COCKPIT

               The clone pilot steers his craft toward the Jedi fighters.

                                   ALPHA ONE
                         Yes, Sir.



               EXT. SPACE, NEBULA

               Tie-Proto Alpha's squad moves closer to the Jedi fighters.
               One Tie is blown away.



               INT. JEDI CRUISER EXCALIBUR, BRIDGE (SPACE BATTLE)

               The Jedi look on as the battle unfolds.

                                   JEDI OFFICER
                         Master! Droid Assault Craft
                         approaching!

                                   OPPO RANCISIS
                         This new army appears to be fully
                         functional!

                                   KI-ADI MUNDI
                         There is much more resistance
                         than we thought. Skywalker was
                         wrong!



               EXT. SPACE, NEBULA

               Tarkin's Victory Star Destroyer blasts enemy vessels, but
               holds back, while the Jedi ships and other craft move
               forward.



               INT. TARKIN'S DESTROYER, BRIDGE

               Tarkin turns to an officer.

                                   TARKIN
                         Contact the Confederacy
                         leadership.



               INT. JEDI TEMPLE, CONTROL ROOM - LATE DAY

               Yoda, Mace, and other Jedi look at monitors to follow the
               battle that's taking place far away. Red blips on a screen
               make it clear they're losing ship after ship.

                                   MACE WINDU
                         This is not going well.

                                   JEDI AIDE
                         Masters, priority transmission on
                         the emergency channel. It's from
                         Obi-Wan Kenobi!

               Yoda motions to open the channel. Obi-Wan's voice comes
               through - it's a shaky transmission.

                                   YODA
                         Obi-Wan, where are you?

                                   OBI-WAN (V.O.)
                             (filtered)
                         Masters...Dooku is dead, and so
                         is senator Naberrie from Naboo.
                         The Confederacy army is ready!
                         Anakin has betrayed us!

               The masters are shocked.

                                   OBI-WAN (V.O.) (cont'd)
                             (filtered)
                         Masters...Palpatine is Darth
                         Sidious! 



               INT. PALPATINE'S OFFICE - CONTINUOUS

               Palpatine sits in his chair, and looks outside through the
               windows of his office, as he calmly listens in on the
               emergency transmission.

                                   OBI-WAN (V.O.)
                             (filtered)
                         I repeat, Palpatine is the Sith
                         Lord!

                                   YODA (V.O.)
                         We will deal with him. Go after
                         Anakin, Obi-Wan!

               Palpatine smiles, then gets up and walks away.



               INT. CONFEDERACY BASE, CONTROL ROOM (LAVA PLANET) - LATE
               DAY

               Obi-Wan fiddles with the controls on a bank of consoles.
               Dead technicians lie on the floor.

               Suddenly Obi-Wan senses something behind him.

                                   ANAKIN (O.S.)
                         It's too late.

               Obi-Wan twists around.

                                   OBI-WAN
                         Anakin. You must come with me.

                                   ANAKIN
                         It's over.

                                   OBI-WAN
                         You're confused. Let me help you.

                                   ANAKIN
                             (angry)
                         You've done enough!

               Obi-Wan moves closer to Anakin.

                                   OBI-WAN
                         Anakin...there's nothing you
                         could have done to save her. You
                         must let go of her and your
                         anger.

                                   ANAKIN
                         You kept us apart!

                                   OBI-WAN
                         She's dead. Calm down and leave
                         it behind. Put her out of your
                         mind.

                                   ANAKIN
                         Never!

               Anakin ignites his lightsaber and ATTACKS Obi-Wan.

               Obi-Wan switches on his saber and is barely able to block
               Anakin's blow.

                                   OBI-WAN
                         Anakin, no!

                                   ANAKIN
                         Raaah!

               Anakin attacks and drives Obi-Wan back.

               Obi-Wan blocks another blow, then uses the Force to hurl a
               crate in between him and Anakin. Anakin jumps back.

               Obi-Wan runs away through another doorway, with Anakin
               after him.



               INT. CONFEDERACY BASE, TRANSPORT FACTORY (LAVA PLANET)

               Anakin enters a Droid-Transport factory hall. Machinery
               everywhere. Droid-Transports are automatically manufactured
               at an amazing speed.
               Obi-Wan is gone.

                                   ANAKIN
                         Come out!



               INT. JEDI TEMPLE, MAIN HALLWAY - LATE DAY

               Dozens of Jedi have gathered in the massive main hallway of
               the great Jedi Temple.

                                   YODA
                         We will confront Palpatine at
                         once.

                                   MACE WINDU
                         His troops will try to stop us.
                         Evacuate the Temple complex.
                         Bring the children to safety. 

               The Jedi split up and start to leave.

               A Jedi aide walks up to Yoda.

                                   JEDI AIDE
                         Master. Senator Bail Organa
                         inquires if we've sent a strike
                         force to the Dagobah System,
                         where Anakin Skywalker send his
                         signal from. The queen and the
                         senator from Naboo went after him
                         - they have lost contact.

                                   YODA
                         We did not receive his signal,
                         but they did? Dagobah system,
                         hmm...
                         Ask the senator for help on a
                         secure channel. We are going to
                         be busy. 

               Yoda checks a device on his belt - a lightsaber...



               EXT. SITH BASE (SWAMP PLANET: DAGOBAH) - EARLY DAY

               Rain pores down outside the battered Sith base on the swamp
               planet - Dagobah.



               INT. SITH BASE, MAIN ROOM - EARLY DAY

               A small portable generator is connected to the equipment in
               the base.

               Padm� lies on a bunk, on some blankets.

                                   PADME
                             (in pain)
                         Oh!

               Sab� checks Padm�'s wound - blood covers her hand. She's is
               deeply worried.

                                   SABE
                         It's worse then I thought. You've
                         lost a lot of blood.

                                   PADME
                             (in pain)
                         I...will...deliver!

               Padm� holds her belly as she goes through more
               contractions.

               Sab� turns around and looks at Threepio and Artoo, who
               stand near the console. Artoo is connected to the computer.

                                   SABE
                         Hurry. We need help!

               Artoo bleeps and whistles.

                                   SEE-THREEPIO
                         We have send a secure signal to
                         Alderaan, Your Highness.

               Artoo bleeps excitedly.

                                   SEE-THREEPIO (cont'd)
                         We don't need any droid controls,
                         you waste bucket! We need medical
                         assistance!

                                   PADME
                             (in pain)
                         Droid controls?

               Artoo bleeps.

                                   SEE-THREEPIO
                         Apparently Count Dooku could
                         issue orders to his droid army
                         from here. 
                             (to Artoo)
                         Do not concern yourself with
                         breaking codes. It's not your
                         job!

               Padm� and Sab� look at each other, both realizing the
               opportunity. Sab� gets up and walks over to the droids.

                                   SABE
                         Artoo. Get us access.



               EXT. SPACE, NEBULA

               The battle rages on. Ships blast at each other, fighters
               dogfight, projectiles zoom...



               INT. JEDI CRUISER EXCALIBUR, BRIDGE

               A shaky audio transmission plays before Ki-Adi and Oppo.

                                   MACE WINDU (V.O.)
                             (filtered)
                         Palpa...is Sith Lor... Obi-Wan
                         .... on planet... Carefu...

               The transmission is cut off. Ki-Adi checks some controls.

                                   KI-ADI MUNDI
                         The communications are jammed!

                                   OPPO RANCISIS
                         Move Beta Group to grid 11-38,
                         and dispatch a transport to
                         search for Obi-Wan Kenobi.



               EXT. SPACE, NEBULA

               Tarkin's Destroyer effortlessly blows away fighters that
               come to close to the massive ship.



               INT. TARKIN'S DESTROYER, CONFERENCE ROOM

               Tarkin stands in a conference room. On a screen the
               scrambled image of Palpatine stands before him.

                                   TARKIN
                         The Jedi's communications have
                         been jammed, Your Excellency.

                                   PALPATINE
                             (on screen)
                         Good. Dooku has been destroyed.
                         Get the Confederacy leaders to
                         agree with my proposal, Admiral.
                         I want their army.

                                   TARKIN
                         Yes, Your Excellency.

                                   PALPATINE
                             (on screen)
                         The Jedi have plotted against us,
                         my friend. They will be declared
                         traitors.

               Tarkin is pleasantly surprised.

                                   PALPATINE (cont'd)
                             (on screen)
                         Join forces with the Confederacy,
                         and DESTROY them.

                                   TARKIN
                         With pleasure, Sir.

                                   PALPATINE
                             (on screen)
                         Admiral Tarkin, find Anakin
                         Skywalker, and bring him to me.



               EXT. CONFEDERACY BASE, TRANSPORT FACTORY (LAVA PLANET) -
               LATE DAY

               Anakin walks through the factory. Transports are being put
               together. Huge parts are moved around by machines.
               Automatic laser-welders flash. 

                                   ANAKIN
                         You can't hide from me!

                                   OBI-WAN (O.S.)
                         I don't want to fight you!

               Anakin twists around. Obi-Wan stands on a higher platform.

                                   ANAKIN
                         Then you will die without a
                         fight!

                                   OBI-WAN
                         Anakin! Listen to yourself!

               But Anakin doesn't listen. He motions with a hand and a
               piece of machinery breaks free from the floor and flies
               toward Obi-Wan, who jumps out of the way and onto Anakin's
               level.

               Anakin ignites his saber and runs to Obi-Wan.
               The two clash sabers once again.

                                   ANAKIN
                         You're no longer my master!

               Anakin starts driving Obi-Wan back to a large open door
               that leads outside.

               The two Jedi continue the duel through the factory hall.
               They jump over machines and slash away.

               Both Anakin and Obi-Wan use the Force to hurl objects at
               each other.

               They fight straight through a transport that's being
               constructed - moving along a massive conveyor belt and
               flying on huge hinges through the factory hall.

               They jump out and continue.

               Obi-Wan is pushed back to the doorway. Anakin strikes, and
               Obi-Wan loses his balance. He falls out.

                                   OBI-WAN
                         Ah!

               Anakin stares down. 

               Outside is a rocky terrain, with streams, rivers and pools
               of lava everywhere.

                                   ANAKIN 
                             (furious)
                         Obi-Wan!



               EXT. CORUSCANT, JEDI TEMPLE - LATE DAY

               Jedi fighters, armed T-16 Skyhoppers, and several armed
               MODIFIED GUNSHIP TRANSPORTS (with one pilot) fly away from
               the Jedi Temple complex.



               EXT. CORUSCANT, CITY SKYLINE - CONTINUOUS

               The group of fighters and gunships blasts at full speed
               through the Coruscant skyline.

               They swerve and zoom past other ships and speeders, totally
               ignoring all traffic regulations.



               EXT. CORUSCANT, REPUBLIC EXECUTIVE BUILDING - CONTINUOUS

               The ships reach the Executive building, where Palpatine has
               his headquarters.



               INT. PALPATINE'S OFFICE - CONTINUOUS

               Outside Palpatine's empty office, a Jedi fighter hovers and
               OPENS FIRE - blasting the place to bits.



               EXT. CORUSCANT, REPUBLIC EXECUTIVE BUILDING - LATE DAY

               From above, TIE-PROTOS and Republic Gunships and TIE
               TRANSPORTS come zooming down and OPEN FIRE at the Jedi!

               The ships bank and swerve. Several fighters on both sides
               are blown away.

               Other ships crash into Coruscant traffic and against
               buildings as they dogfight in between the massive
               structures.

               Two modified gunships, piloted by Jedi Knights and with a
               DOZEN Jedi Masters and Knights as passengers, fly close to
               the executive building, defended by fighters.

               Yoda and Mace Windu are in one of the gunships.



               EXT. CORUSCANT, REPUBLIC EXECUTIVE BUILDING, PLATFORM -
               CONTINUOUS

               The gunships fly to a platform that extends from a high
               level of the massive tower. Several speeders on the
               platform are destroyed.

               Republic Clone Troopers run out of the building and start
               shooting at the gunships. They are blown away by the
               weapons of the ships.

               Yoda, Mace, and a dozen Jedi jump out of the gunships onto
               the platform. 

               As they run inside one of the ships is blown out of the sky
               by Tie-Proto fighters.

               More clone troopers spill out of the building onto the
               platform and open fire.

               Yoda ignites his lightsaber!

               The Jedi deflect bolts and slash the troopers.
               They go inside.



               INT. REPUBLIC EXECUTIVE BUILDING (CORUSCANT)

               The Jedi make their way through the hallways of the massive
               building.

               They encounter more guards and clone troopers who instantly
               open fire.

               The Jedi fight furiously. Many troopers are slashed, but
               several Jedi are also killed as they rush through the
               building.

               Like the other Jedi, Yoda skillfully handles his saber to
               deflect laser bolts, and he uses the Force to hurl troopers
               and guards back. He fights like a true master, expending as
               little energy as possible, and not letting any enemy come
               too close.

                                   YODA
                         Do not stop!

                                   MACE WINDU
                         Split up.

               They go into other corridors. Mace and a group of Jedi one
               way, Yoda and others another way.



               EXT. LAVA PLANET, OUTSIDE - TWILIGHT

               Anakin exits the massive building through a lower doorway.
               He looks around. Obi-Wan is nowhere to be seen.

               Anakin looks up at the sky. High above the planet, the
               awesome space battle continues.

               Anakin continues forward.

               Small streams of hot lava run in between the rocks. Larger
               streams are ahead.

               Anakin hears something - the sound of engines.
               He looks up and sees a small Jedi shuttle flying towards
               him.

               The shuttle is very small. A cockpit and a small
               passenger/cargo section. Two laser cannons on the front and
               two engines on the back.

               The shuttle flies over Anakin and TWO JEDI KNIGHTS jump
               out.

               They land on opposite sides of Anakin. 
               One Jedi is a young man of about Anakin's age, the other is
               an older female.
               The two Jedi ignite their sabers and move closer to Anakin,
               who takes a fighting stance.

               Then Obi-Wan appears from behind a rock, saber ready.

                                   OBI-WAN
                         You're coming with me.

               The two Jedi start circling Anakin, sabers ready. Obi-Wan
               also moves closer.

               Anakin then YELLS and LEAPS into the air, over a lava
               stream and onto a rock.

               The younger Jedi Knight THROWS his lightsaber at Anakin.
               Anakin ducks and destroys the saber hilt with his own
               weapon.

                                   OBI-WAN (cont'd)
                         No!

               Anakin then JUMPS at the saber-less Jedi and SLASHES him
               before he has even landed.
               The inexperienced Jedi drops to the ground, dead.

               The other Jedi and Obi-Wan run towards Anakin.
               Anakin prepares to fight...

               Then both Obi-Wan and the other Jedi attack - Anakin holds
               them both off.
               Three sabers clash.

               Anakin is slowly being driven back - to a stream of lava.

               Anakin then jumps backward over the stream and lands on the
               opposite site on a rock.
               He extends his hand and by the power of the FORCE a JET OF
               LAVA shoots up from the stream straight at Obi-Wan and the
               other Jedi.

               Obi-Wan ducks, but is still hit.

                                   OBI-WAN (cont'd)
                         Ah!

               The other Jedi is even less fortunate as her face is burned
               by the hot molten rock.
               She drops to the ground in pain, while Obi-Wan rolls over
               the ground, trying to put out the fire on his clothes.

               Anakin uses the FORCE to LIFT UP the female Jedi, and HURL
               her through the air into a lava pool.
               The poor Jedi SCREAMS as she is burned alive.

               Obi-Wan watches in shock as his friend kills the Jedi.

               Anakin stands on the rock, and looks at Obi-Wan with a look
               of pure hatred on his face.

               Then Anakin twists around as the shuttle zooms at him from
               behind at a dangerously low altitude.
               The shuttle skims the surface. Anakin ducks, but it's too
               late - the ship KNOCKS him down.
               The angry young man falls to the ground, unconscious.

               Obi-Wan gets up and motions for the shuttle to land.



               INT. CONFEDERACY BASE, COMMAND CENTER (LAVA PLANET) -
               TWILIGHT

               The remaining Confederacy leaders stand in front of a
               hologram of Tarkin.
               ILM-4U stands near the door.

                                   TARKIN
                             (hologram)
                         We have an agreement then? It is
                         pointless to continue this
                         battle. Bringing this war to an
                         end will benefit us all.

               The dignitaries look at one another, and nod.

                                   POGGLE
                         What about the Jedi?

                                   TARKIN
                             (hologram)
                         They have betrayed us all with
                         their attempt to take over the
                         Republic. They are outlaws. Join
                         us now, and we can destroy them.

               The dignitaries once again confer.

                                   WAT TAMBOR
                         We agree. The rift in this galaxy
                         has been mended. We will order
                         our forces to attack the Jedi at
                         once!

               Tarkin smiles.

                                   TARKIN
                             (hologram)
                         This will be the start of a new
                         era.



               EXT. SPACE, NEBULA

               The battle rages on, and the Republic forces are making
               progress.

               Several Jedi fighters and TIE-PROTOS zoom towards a
               squadron of enemy Y-Wings.

               The fighters zoom at high speed over the hull of a massive
               Confederacy battleship.



               INT. BENDU LEADER'S STARFIGHTER COCKPIT

               BENDU LEADER, the Jedi Master leading the fighter attack,
               blows away an Y-Wing.

                                   BENDU LEADER
                         TIE-Alpha, more Y-Wings on the
                         right. Move to intercept.

               Suddenly the Jedi fighter next to Bendu Leader is blown
               away.

                                   BENDU LEADER (cont'd)
                         Alpha One! Can you see where that
                         shot came from?!



               INT. ALPHA ONE'S STARFIGHTER COCKPIT

               The clone pilot positions his Tie-fighter behind Bendu
               Leader.

                                   ALPHA ONE
                         Yes, Sir. Right here.

               Alpha One presses the fire buttons on his controls, and
               Bendu Leader's fighter is hit.



               EXT. SPACE, NEBULA

               Bendu Leader's fighter is destroyed.

               The Tie fighters also target other Jedi fighters.

               The Confederacy ships stop firing on the Republic craft,
               with exception of the craft controlled by Jedi.

               A Victory Class stardestroyer fires at Confederacy ships,
               until suddenly it stops.



               INT. VICTORY CLASS DESTROYER, BRIDGE (SPACE BATTLE)

               On the bridge of the ship, a JEDI GENERAL turns to his
               second in command, an ordinary OFFICER.

                                   JEDI GENERAL
                         What's going on?! Why did we stop
                         firing?!

               Several Cloned SUPER COMMANDOS, with their armor similar
               like that of Boba Fett of the Classic Trilogy, rush onto
               the bridge, aiming their weapons on the Jedi.
               The officers get out of the way.
               The commandos open fire at the surprised Jedi.



               EXT. SPACE, NEBULA

               Both the Republic and Confederacy capital ships start
               firing on the Jedi ships.



               INT. JEDI CRUISER EXCALIBUR, BRIDGE

               The cruiser is hit by attack after attack.

                                   OPPO RANCISIS
                         What the - !

                                   JEDI OFFICER
                         Master, we've lost contact with
                         our commanders on a number of
                         ships!

               Then a huge blast shakes the ship.

                                   KI-ADI MUNDI
                         That attack came from our own
                         craft!

                                   OPPO RANCISIS
                         We've been betrayed!



               EXT. SPACE, NEBULA

               The Jedi fighters now have to deal with twice as many enemy
               fighters. Many are blown away.



               EXT. CORUSCANT, JEDI TEMPLE - TWILIGHT

               Jedi run and fly away from the great Jedi Temple.

               From the hangars fighters and transports take off, but are
               engaged by TIE-PROTO fighters and Assault Gunships.

               Then from above LARGE ATTACK CRAFT come hovering down, and
               MASSIVE LASER BEAMS and BOMBS start to blast the great
               temple complex apart.



               INT. JEDI TEMPLE, MAIN HALLWAY - TWILIGHT

               The relentless attack continues.
               Parts of the ceiling comes down.

               Several Jedi try to lead groups of young children - Jedi
               Padawans - to safety.
               They run. Several take cover, but are crushed by tons of
               debris.



               EXT. CORUSCANT, REPUBLIC EXECUTIVE BUILDING - TWILIGHT

               More and more transports and gunships carrying troopers
               arrive at the Executive building.

               Jedi fighters dogfight with TIEs, while Jedi Knights on the
               ground and on platforms fight squads of heavily armed
               troops.



               INT. REPUBLIC EXECUTIVE BUILDING, HALLWAY TO ATRIUM

               Mace and THREE OTHER JEDI, including Kit Fisto, make it
               into another hallway on a higher level of the building.

               Smoke comes from the corridors behind them.
               TROOPERS stand in their way.
               The Jedi fight the troopers.
               The troopers put up a good fight, but soon the clones are
               killed.

               The four move through the hallway to an atrium.

                                   MACE WINDU
                         He is there.

               Kit nods.

               The four Jedi cautiously enter the atrium.
               The atrium is one of many located throughout the massive
               building.
               One wall is covered with large windows overlooking the
               city.
               Some chairs and tables, and a fountain and several statues
               of various sizes are inside.

                                   PALPATINE (O.S.)
                         Welcome, my old Jedi friends.

               The Jedi stop.
               From behind some statues Palpatine steps forward.

               Palpatine is now dressed in a dark cloak. 
               He is DARTH SIDIOUS.

               The Jedi raise their sabers.

                                   MACE WINDU
                         It's over, Palpatine. Or should I
                         say Sidious!

                                   PALPATINE
                         It is only over for you and your
                         worthless Order.

               From two other entrances TWENTY red clad ROYAL GUARDS
               appear and start shooting at the Jedi with their energy
               pikes.

               The Jedi twist around and deflect the bolts. Four guards
               are instantly killed.

               Palpatine extends a hand - chairs and tables are Force
               hurled at the Jedi. 

               While FOUR more guards are killed, one Jedi is knocked
               forward and is KILLED by the guards.

               Mace jumps out of the way as Palpatine hurls more stuff at
               him, then Mace Force-Throws some of the furniture and
               statues at the guards and some back at the Sith Lord.

               Kit and the other Jedi, a female, SLASH relentlessly
               through the guards, and take out another SIX of them.
               They jump at Palpatine.
               Palpatine FORCE-PULLS the lightsaber out of the female
               Jedi's hand.
               Before the Jedi can even be amazed at the power of the Sith
               Lord, the lightsaber TWIRLS around in mid-air and CUTS
               THROUGH her. The saber flies into Palpatine's hand, who
               uses it to BLOCK a vicious BLOW by Kit Fisto.
               While Palpatine and Kit fight, the remaining six guards
               form a circle around Mace, and point their pikes at the
               master.
               One guard fires - Mace jumps - and the shot kills another
               guard.
               Mace SWIPES at another guard, who is killed.
               Mace slashes the pikes from two other guards, cuts one of
               them in half and twists out of the way as an energy blast
               from another guard kills the second one.
               Mace deflects more blasts and one more guard is killed.
               Mace then jumps at the last guard and cleaves him in half.
               It's all over in seconds.

               Mace turns to Palpatine and Kit, who are fighting at an
               amazing speed, almost too fast for the human eye to follow.
               Palpatine manages to block every blow from Kit. 

               The two have jumped onto a table, where they continue their
               ultra-fast fight.
               But Palpatine is faster.
               Kit Fisto is SLASHED through at his waist. 
               The Jedi stands shocked for an instant, then the Sith Lord
               CUTS him through vertically.
               The FOUR PARTS that were once Kit Fisto drop to the ground.

               Mace LEAPS at Palpatine, but Palpatine LEVITATES out of the
               way.

               Both men get up and look at one another.

                                   PALPATINE (cont'd)
                         I apologize for the mess. I
                         haven't practiced my saber skills
                         in years.

               Mace approaches Palpatine, saber ready.
               Sith Master and Jedi Master look at each other.

                                   MACE WINDU
                         Now you will be destroyed.

                                   PALPATINE
                         It is your Order that is being
                         destroyed. Those that survive
                         will be hunted down. The Jedi are
                         finished.
                         At last a Sith Lord will rule an
                         Empire once more!

               The lightsaber in Palpatine's hand rises into the air - and
               shoots at Mace.
               Mace deflects the saber with his own, but two more
               lightsabers take off from the floor and twirl at Mace.
               Mace fights off the three twirling and flying lightsabers,
               that are controlled by a concentrated Palpatine.
               Mace catches one in is his free hand and then uses two
               lightsabers to block the floating two. 
               Both flying sabers are destroyed.

               Palpatine then concentrates and EVERY chair, table and
               statue in the atrium is lifted up.

               Mace prepares...

               Then the first row of objects is hurled at the Jedi Master.
               Mace FORCE-DEFLECTS them and they smash against the walls.

               The next batch, and the next, and the next - faster and
               faster come the objects.

               Mace Force-Throws objects back at Palpatine, who is hit,
               but the Sith Lord recovers.

               Even the dead guards and Jedi are hurled at the Jedi
               master.
               Objects that are smashed back are once again lifted up by
               an invisible Force and hurled at Mace.

               Mace has trouble avoiding all the objects. He loses one
               lightsaber. He moves out of the way as heavy statues hit
               him.

               Mace rolls away and SLASHES the objects in pieces with his
               lightsaber.

               Again and again the stuff is Force-Thrown at Mace.

               Several objects are deflected back and SHATTER the windows.

               The heavy wind from outside - the atrium is located on one
               of the highest levels of the building - pulls at the two
               men.

               Mace deflects more stuff with his hand and slashes some
               with his saber, but as he concentrates on this several of
               the smashed statues come flying up from behind him...

               The Jedi Master is KNOCKED DOWN by the heavy objects. He
               loses his saber and the weapon flies out of one of the
               shattered windows.

               Palpatine laughs maniacally.

                                   PALPATINE (cont'd)
                         Now, Jedi...DIE!

               Mace gets up and looks at Palpatine, his face bloodied and
               beaten.

               Palpatine uses all his power to FORCE-PUSH Mace up from the
               floor and to a bronze statue of an ancient warrior with a
               spear.

               Mace HITS the statue, and the spear PENETRATES him from
               behind, coming out through his front.

                                   MACE WINDU
                         Aaaarch!

               Palpatine laughs maniacally...
               Amazingly, Mace manages to pry himself loose from the
               bronze spear, and falls to his knees...
               He lifts a hand, trying to summon the Force...
               He looks up...
               And another heavy statue comes flying straight at him.
               Mace is knocked down, the statue on top of him...
               A final movement of an arm, fingers of a hand grabbing on
               to the last bit of life...
               Then Mace Windu DIES.

               Palpatine laughs, then relaxes - regaining some strength.

               Then Palpatine is distracted by something. He senses
               something.

               The Sith Lord looks at the doorway.

               A shadow...then...

                                   PALPATINE 
                         Yoda.

               Yoda walks in.
               The small Jedi Master looks at his dead friends, then turns
               to Palpatine.

                                   YODA
                         Finally you will meet your end,
                         Sidious.

                                   PALPATINE
                         This time no Skywalker will help
                         you, pathetic creature.

               Yoda holds up his lightsaber and steps forward.

               Palpatine closes his eyes and concentrates.

               Suddenly Yoda's lightsaber is FORCE-PULLED from his hands.

               Yoda quickly extends his hands and the saber STOPS in mid
               air.

               Both Sith Lord and Master concentrate - the saber TREMBLES
               in mid-air.
               Yoda is winning - the saber is slowly returning to him...

               Palpatine then suddenly shoots BLUE-PURPLE LIGHTNING from a
               hand and the saber-hilt is destroyed.
               What's left of the weapon clatters to the floor.

               Palpatine shoots more lightning at Yoda.
               Yoda is THROWN against a wall by the lightning.
               The attack stops, and Yoda drops to the ground.
               He slowly gets up.

               Yoda and Palpatine look at each other.

                                   YODA 
                         You are most powerful, Sith.

                                   PALPATINE
                         The most powerful ever, Jedi.

               Both concentrate.

               First nothing appears to be happening...

               Then the air in between Yoda and Palpatine starts to
               RIPPLE...

               The invisible power of the Force ripples the air and tugs
               at the two masters as they try to best each other.

               Then both Yoda and Palpatine are THROWN back.

                                   YODA
                         Ah!

                                   PALPATINE
                         Ah!
               Yoda gets up. He can't see Palpatine through all the
               debris.
               Yoda hears something above him - he looks up.
               Pieces of the ceiling break free and come down.
               Yoda extends his hands, stops the debris with the Force and
               throws it safely aside.
               Then Palpatine appears and another volley of FORCE
               LIGHTNING is directed at Yoda.
               This time Yoda DEFLECTS the lightning with his hands - it
               hits the ceiling and the furniture, setting it on fire.
               Another barrage of blue lightning - Yoda deflects it back
               at Palpatine.
               Palpatine deflects it back again.
               Yoda now CATCHES the lightning in a hand, and balls up this
               hand - ABSORBING the power.
               Yoda concentrates for a moment, then SHOOTS out a powerful
               burst of lighting at Palpatine.
               The energy HITS Palpatine in the face.
               The mighty Sith Lord flies back.

                                   PALPATINE (cont'd)
                         Aarch!

               Palpatine falls behind some debris.

               Yoda tries to regain his strength.
               The small Jedi Master walks through the burning rubble and
               numerous bodies to where Palpatine lies.

               Palpatine laughs maniacally, and slowly gets up - smoke
               coming off his cloak.

               Yoda looks at him, surprised.
               Palpatine's face has changed.
               Scarred by the lightning, and consumed by the Dark Side,
               the face of the man has been taken over by the EVIL SPIRIT
               of Sidious.
               Although his basic features are still the same, Palpatine's
               face is now scarred and appears to have aged many years,
               and his eyes have turned YELLOW.

               Palpatine laughs. Yoda stops.

                                   PALPATINE (cont'd)
                         Now, Yoda. After all these
                         centuries...you will finally die.

               Palpatine extends both his hands and an extremely powerful
               burst of Force-lightning shoots out.

               Yoda tries to deflect the lighting, but some of it hits his
               tiny body.

               The entire atrium glows with the energy.
               Everything is on fire.

               More and more lightning breaks through Yoda's defenses.

               The Jedi Master is LIFTED OFF the ground and HURLED out of
               the shattered windows.

               In a last burst of power, Yoda FORCE-PULLS Palpatine with
               him!

                                   YODA
                         Raah!

                                   PALPATINE
                         Aarch!

               Yoda and Palpatine FLY out of the building - hundreds of
               stories above the surface.



               EXT. REPUBLIC EXECUTIVE BUILDING (CORUSCANT) - CONTINUOUS

               Yoda and Palpatine fall and fall, until they HIT the hard
               edge of a small overhanging platform.

               Yoda hits the edge hard with his head, then falls further
               down.

               Palpatine manages to grab on to the edge of the platform.
               With a lot of effort, the exhausted and terrified Sith Lord
               manages to pull himself up.
               Palpatine drops down on the platform, exhausted.

               Yoda falls further and further - he is practically
               unconscious.
               The old master drops hundreds of stories - the surface is
               rapidly coming closer...

               Yoda opens his eyes.
               Using all his remaining powers, Yoda concentrates and uses
               the Force to slow down his fall.

               Yoda slows down, but is still dropping rapidly.
               He slows down more - the surface is very close.
               Despite that he used the Force to slow down, Yoda SMACKS
               onto the ground-level.

               Yoda is unconscious for a moment, then the Jedi Master
               looks up, clearly in pain.

               While above him Palpatine's troops are winning the battle
               against the Jedi, Yoda takes a device from his belt.
               He pushes a button on the small device.

               Yoda tries to get up, but he is too exhausted.



               EXT. CORUSCANT, JEDI TEMPLE - TWILIGHT

               Above the great Jedi Temple, Republic warships hang in the
               sky - blasting the complex with their weapons.

               Transports and Jedi fighters fly away from the complex,
               only to be attacked by fighters and gunships.

               Around the temple, LEGIONS OF CLONE TROOPERS are fighting
               the outnumbered Jedi with everything they've got, including
               'Walkers'.

               The great towers of the temple are blown away and tumble
               down.
               Roofs collapse, buildings explode.

               The hangars are also hit.



               INT. JEDI TEMPLE HANGARS - TWILIGHT

               Debris falls down in one of the hangars of the Jedi temple
               complex. Several ships have been turned into wrecks by the
               explosions and falling debris.

               Several Jedi fighters are still intact.

               The truncated ASTROMECH UNIT on one of the fighters, our
               old friend R4-P17 (from 'Mystery of the Clones'), bleeps
               and whistles. 

               It activates the systems of its fighter.
               The wedge shaped fighter takes off and flies out of the
               hangar.



               EXT. CORUSCANT, JEDI TEMPLE - CONTINUOUS

               As the astromech unit pilots the fighter away from the
               hangars, the great Jedi Temple Complex is destroyed.



               EXT. LAVA PLANET, OUTSIDE - TWILIGHT

               The small shuttle flies over the lava rivers of the planet.

               Two droid fighters appear behind it and open fire.



               INT. JEDI SHUTTLE - CONTINUOUS

               The transport is hit.

               Its pilot, blue Jedi Twilek babe AAYLA SECURA, takes
               evasive action.

               Obi-Wan is in the passenger area with the still unconscious
               Anakin. 
               Anakin's saber is now attached to Obi-Wan's belt.
               Anakin is tied by his hands and feet.
               Obi-Wan runs up to Aayla.

                                   OBI-WAN
                         Take us up.

               Another blast hits the ship.
               Aayla struggles to keep the shuttle from crashing.

                                   AAYLA SECURA
                         I've got to lose those fighters
                         first.

               The blasts awaken Anakin, and he tries to get up.



               EXT. LAVA PLANET, OUTSIDE - CONTINUOUS

               The tiny ship banks and swerves, and turns around.
               With its laser cannons it starts shooting at the two
               fighters, but the droid fighters are more manoeuvrable and
               fly out of the way.



               INT. JEDI SHUTTLE - CONTINUOUS

               While Obi-Wan and Aayla concentrate on the fight and
               flight, Anakin has gotten up.

               Obi-Wan senses it and twists around.

               Anakin Force-pulls his own saber from Obi-Wan's belt and
               switches it on in mid-air.
               Anakin twists around and catches the saber in his tied-up
               hands on his back. He manages to cut the wires, and quickly
               frees himself.
               Obi-Wan runs out of the cockpit and also switches on his
               lightsaber. He stops at a save distance from Anakin.

                                   OBI-WAN
                         Anakin, stop!

                                   AAYLA SECURA
                         Keep him out of here!

                                   OBI-WAN
                         You have nowhere to go, Anakin.

                                   ANAKIN
                         I think I may need some extra
                         training after all. I know just
                         the man to teach me. And it's not
                         you!

               Anakin punches the controls of the hatch. The hatch opens,
               and Anakin JUMPS out.

               Aayla looks back.

                                   AAYLA SECURA
                         Obi-Wan, no!

               Obi-Wan also jumps out of the shuttle.



               EXT. LAVA PLANET, OUTSIDE - CONTINUOUS

               The sleek transport flies away with droid fighters in
               pursuit, as Obi-Wan lands on the rocky ground.

               He looks around, and starts running in the direction where
               Anakin fell out of the ship.



               EXT. SPACE, NEBULA

               The Jedi ships are overwhelmed by the combined attack of
               the Republic and Confederacy ships.
               More and more ships are being destroyed.



               INT. JEDI CRUISER EXCALIBUR, BRIDGE

               The mighty ship is damaged.

                                   OPPO RANCISIS
                         We're outnumbered. We have to
                         retreat. 

                                   KI-ADI MUNDI
                         We'll never get past all those
                         Destroyers. We can either try to
                         escape and be destroyed...or we
                         can fight them with everything
                         we've got and make sure the
                         survivors will have a chance in
                         the years to come.

               Oppo and the other Jedi Knights nod in agreement.

                                   OPPO RANCISIS
                         We fight then.



               EXT. SPACE, NEBULA

               The 'Excalibur' leads the other Jedi vessels in a desperate
               attack against the enemy cruisers.

               The ships attack the Victory Class Star Destroyers that
               block their path.

               Two Destroyers are blown up.

               Confederacy ships attack the Jedi from behind, including a
               whole bunch of droid-controlled fighters.

               Automated weapons-platforms blast at the ships.

               The Excalibur is hit hard.



               INT. JEDI CRUISER EXCALIBUR, BRIDGE - CONTINUOUS

               An explosion ravages the bridge.
               Sparks fly and control panels explode. Several crew members
               are thrown by the blasts.

               Ki-Adi looks up.
               Jedi Master Oppo Rancisis lies over a control panel, dead.

               Determined, Ki-Adi looks outside.

                                   KI-ADI MUNDI
                         Keep going!



               EXT. SPACE, NEBULA - CONTINUOUS

               The Jedi lose ship after ship, fighter after
               fighter...until...

               The weapons-platforms stop firing and the droid fighters
               and bombers also stop their attack.

               The droid-controlled and automated weapons turn to the
               other Confederacy ships and each other, and then open fire.

               Total chaos ensues as now everybody fights everybody and
               everything.



               INT. JEDI CRUISER EXCALIBUR, BRIDGE

               The Jedi see the change in the battle.

                                   JEDI OFFICER
                         The droids attack their own
                         ships!

                                   KI-ADI MUNDI
                         Someone must have taken over
                         their control! Concentrate fire
                         on the Republic cruisers.

               More blasts shake the cruiser.

                                   JEDI OFFICER
                         Main reactor has been hit!
                         Shield's gone!

               Ki-Adi presses a button and speaks.

                                   KI-ADI MUNDI
                         Evacuate and retreat. Run, hide,
                         and fight where-ever and whenever
                         you can. Never give up!



               EXT. SPACE, NEBULA

               Transports and escape-pods fly away from the 'Excalibur'.

               Tarkin's Destroyer blasts at the battered Jedi Cruiser.
               The 'Excalibur' tumbles partly out of control and on fire,
               but someone brave is still piloting the vessel straight at
               the Destroyer.



               INT. TARKIN'S DESTROYER, BRIDGE - CONTINUOUS

               Tarkin and his men watch the 'Excalibur' come closer.

                                   DESTROYER CAPTAIN
                         Increase firepower! Destroy them!

               An officer approaches Tarkin.

                                   DESTROYER OFFICER
                         Sir, we have located Anakin
                         Skywalker's signal.

               Tarkin looks at the chaos outside - the Jedi Cruiser still
               doesn't stop. He nods.

                                   TARKIN
                         Let's go.

               While Tarkin and the officer quietly and quickly leave the
               bridge, the other crew members watch in shock as the
               'Excalibur' simply can't be stopped.

                                   DESTROYER CAPTAIN
                         Evasive manoeuvres!



               EXT. SPACE, NEBULA

               The 'Excalibur' is falling apart, but manages to HIT the
               Victory Destroyer.

               The Jedi cruiser BLOWS UP in a gigantic explosion.
               Explosion after explosion blows up the Destroyer from front
               to aft.

               A TIE-TRANSPORT exits the hangar of the ship just in time,
               and flies away to the lava planet.

               As the Destroyer blows up in a series of explosions,
               several Jedi fighters and other ships fly away out of the
               Nebula - away from the battle, into hyperspace, and into a
               dangerous future...



               EXT. LAVA PLANET, CONFEDERACY BASE - TWILIGHT

               The domed buildings of the Confederacy headquarters tower
               over the rocks and lava streams of the planet.

               From behind, rows and rows of thousands of BATTLE DROIDS
               march toward the buildings.



               INT. CONFEDERACY BASE (LAVA PLANET) - TWILIGHT

               The Confederacy leaders watch the battle on monitors and
               holographic displays. ILM-4U stands close.

                                   POGGLE
                             (in Genosian)
                         The droids are out of control!
                         How is this possible?!

               Wat Tambor checks some controls.

                                   WAT TAMBOR
                         Someone is controlling him. 

               The remaining Neimodian delegate, Doltre Dolfine, jumps up.

                                   DOLTRE DOLFINE
                         Look! Outside!

               Everybody looks out of the windows. They see the droid army
               moving closer. Droid fighters start to attack the base.

                                   POGGLE
                         We have to escape!

               ILM-4U has already made for the door.



               EXT. CONFEDERACY BASE, LANDING PLATFORMS (LAVA PLANET)

               The dignitaries run as fast as they can over a walkway to
               several shuttles and transports that are parked on landing
               platforms near the base.

               Battle droids reach them on an intersection of the walkway
               and open fire. 

               The screaming Confederacy leaders are gunned down.

                                   POGGLE
                             (in Genosian, subtitled)
                         No! You cannot do this! Aaarch!!

               Only the cyborg Wat Tambor is fast enough on his 'roller
               feet' to stay ahead of the others.
               He reaches ILM-4U's ship. ILM-4U is about to enter.

                                   WAT TAMBOR
                         Wait! I command youwowohooo!

               ILM-4U SHOOTS Wat Tambor. The cyborg suit of the Techno
               Union leader sparks.
               Tambor falls down and smoke and green goob comes oozing out
               of his cybernetic suit.



               INT. SITH BASE, MAIN ROOM - DAY

               Artoo-Detoo is still plugged into the control panel in the
               Sith base.
               Threepio and Sab� stand behind him. Padm� lies a bit
               further away.

               Artoo bleeps and whistles, while Sab� checks the
               information on the displays.

                                   SEE-THREEPIO
                         Artoo has done it. The automated
                         systems are now under our
                         control.

                                   SABE
                         Artoo, continue to let them
                         fight, then turn the droids
                         against each other. 

               Artoo bleeps.

               Behind them, Padm� SCREAMS and MOANS.

                                   SEE-THREEPIO
                         Oh dear.

               Sab� rushes over to her half-sister.

                                   PADME
                             (in pain)
                         It's time...Ah! Help me Sab�!
                         Hold me!

                                   SABE
                         I'm right here. I'm right here
                         with you, little sister.

               Padm� starts to push...

                                   PADME
                         Aaarch!



               EXT. LAVA PLANET, OUTSIDE - TWILIGHT

               Obi-Wan cautiously walks past rocks and lava streams.
               Hot rivers of lava flow all around. From lava pits steam
               hisses.
               The part where Obi-Wan walks ends in a cliff overlooking a
               lava river.

                                   ANAKIN (O.S.)
                         You should not have come after
                         me.

               Obi-Wan looks. Anakin walks into view from behind a rock,
               saber ready.

                                   OBI-WAN
                         Anakin, the Dark Side is
                         consuming you. You don't know
                         what you're doing.
                         Relax, calm down. Come back with
                         me, and together we will make
                         things right.

               Anakin shakes his head.

                                   OBI-WAN (cont'd)
                             (desperate)
                         Please, Anakin! Come to your
                         senses!

                                   ANAKIN
                         I'm well aware of what I'm doing.
                         Leave me now, my old master.

                                   OBI-WAN
                         I can't do that. Come with
                         me...or...

                                   ANAKIN
                         Or you will kill me? 

               Obi-Wan is desperate.

                                   ANAKIN (cont'd)
                         I am far more powerful than you.
                         If you won't leave me, you will
                         be destroyed!

               Anakin JUMPS at Obi-Wan and ATTACKS.

               Anakin fights furiously. Delivering blow after blow he
               drives Obi-Wan back. 
               It is the most intense lightsaber fight ever.

               Obi-Wan is driven back to the edge of the cliff. Lava flows
               below...

               The fight stops for a moment. The two former friends look
               in each other's eyes.

               Anakin strikes again, but Obi-Wan blocks the attack.
               The two clash sabers at an amazing speed - Anakin can't get
               through Obi-Wan's defenses, who holds his ground. 

               Then Anakin makes a surprise move and swings his saber
               down.
               The blow swipes off the top of Obi-Wan's lightsaber.
               The weapon fizzles and sparks.

               Anakin is about to deliver the final blow, but Obi-Wan
               kicks the young man back, bringing Anakin off his balance.
               Obi-Wan throws away his destroyed saber, and jumps at
               Anakin.
               Obi-Wan GRABS Anakin's hands and the two STRUGGLE for
               Anakin's saber.

               Obi-Wan and Anakin lock eyes.
               The two struggle - Anakin's saber swings in front of their
               faces.
               Obi-Wan and Anakin use all their strength - pushing,
               pulling, twisting, and turning - until Anakin stands with
               his back to the cliff.

               Consumed by hatred Anakin is stronger than Obi-Wan - he
               slowly twists his hands so that the saber moves to Obi
               Wan's face.
               Obi-Wan struggles to stop him, but Anakin is too strong.

               Then Obi-Wan closes his eyes and calms down - 
               strengthened through the FORCE, Obi-Wan then suddenly
               pushes down -

               The saber SWIPES down.

               The look on Anakin's face turns from hatred to shock.
               Anakin gasps, then let's go of the saber, and falls
               backward.

               Obi-Wan grasps the saber and steps back.

               The saber has CUT through Anakin's lower legs.

               Anakin falls down and tumbles off the cliff.

                                   ANAKIN (cont'd)
                         Aaarch!

               Anakin falls onto the scorching hot bank of the lava river
               below.

               A terrible SCREAM that goes through marrow and bone escapes
               from Anakin's mouth as he is BURNED by the molten rock. 

               Obi-Wan drops the lightsaber and runs to the edge of the
               cliff and sees the horror.

               He extends both hands, and with a burst of power from the
               FORCE Obi-Wan LIFTS UP Anakin from the lava.

               While Obi-Wan uses all his power to slowly lift the
               terribly injured Anakin up, a TIE-TRANSPORT comes flying
               down some distance behind him.

               Obi-Wan manages to get Anakin back on the rock.

               He looks at his former apprentice in shock. Anakin doesn't
               move - he appears to be dead.

                                   OBI-WAN 
                             (crying)
                         Anakin.

               Anakin's mechanical right hand comes loose from his burned
               and molten arm - sparking, hissing, and sizzling.

               Behind Obi-Wan the TIE-Transport lands and a SQUAD of CLONE
               TROOPERS runs out, together with Tarkin.

               A blaster bolt whizzing past his head takes Obi-Wan out of
               his shock.
               The Jedi looks back at the approaching troopers and Tarkin.

                                   TARKIN
                         Blast him!

               While the troopers open fire, Obi-Wan hears the sound of
               engines.

               With blaster bolts shooting around him, Obi-Wan takes one
               last look at Anakin, Force-grabs the lightsaber, and runs
               and JUMPS over the edge into the cliff.

               Tarkin and his men look on in amazement.

               Then the battered Jedi shuttle flies up from behind the
               cliff - Obi-Wan stands on top.

               While the shuttle zooms away, Obi-Wan looks back one last
               time, then enters the ship through a hatch.
               The troopers fire at the craft, but it flies away safely.

               Tarkin watches the ship go, then turns his attention to
               what is left of Skywalker...



               EXT. SPACE, SWAMP PLANET

               A JEDI STARFIGHER approaches Dagobah.
               It is under attack - by the Yuzzum frigate.

               While the alien frigate fires at the lone fighter, another
               ship looms up behind it.
               A 'Blockade Runner' Corvette, the TANTIV VI (the same ship
               that appeared at the beginning of 'A New Hope'), attacks
               the Yuzzum frigate.

               The alien ship is hit and tumbles out of control.
               The corvette blasts at the already battered frigate with
               all its cannons.

               Another ship joins the fight - the Jedi shuttle.

               The Yuzzum frigate tumbles out of control and EXPLODES.

               The ships fly on toward Dagobah, the swamp planet.



               EXT. DAGOBAH, SITH BASE, LANDING AREA - NIGHT

               The Jedi fighter, the transport, and a small Alderanian
               transport stand parked on the landing area outside the ruin
               that was once the Sith base.

               Bail Organa, Dorm�, Aayla Secura, and See-Threepio carry a
               stretcher out of the base.
               Padm� lies on it.
               Sab� walks beside her with a big bundle in her arms.

               Obi-Wan and Yoda watch it from a distance. Obi-Wan has his
               injured arm in a bandage.

               Artoo-Detoo rolls behind the others.

                                   YODA
                         Defeated, the Jedi are...for now.
                         Fight, some will...others...hide.

               Yoda looks at Artoo and Threepio.

                                   YODA (cont'd)
                         Conceal this we must. Or the Dark
                         Lord will use it to his
                         advantage.

               Obi-Wan nods.

                                   OBI-WAN
                         We can erase the droids'
                         memories. The others won't talk.

                                   YODA
                         Hide for now we must, Obi-Wan.
                         Prepare for the confrontation...
                         that is inevitable.

                                   OBI-WAN 
                         Are you alright, master?

               Yoda holds his bruised head.

                                   YODA
                         Strong I am with the Force.
                         Fine...I will be.

               Padm� moans. Yoda and Obi-Wan walk to the others, who carry
               her to the Alderanian transport.

               Sab� moves closer to Padm�. The injured woman looks
               terrible.

                                   PADME
                             (in pain)
                         Wait! Wait. Put me...down.

                                   SABE
                             (crying)
                         You're going to be fine.

               Padm� smiles faintly.

                                   PADME
                         It is...too late... Too late...

               She groans in pain. Sab� swallows. Obi-Wan and the others
               look worried. They lower Padm� to the ground.

                                   SABE
                             (crying)
                         You can't do this.

               Padm� caresses her sisters face, wiping a tear from her
               cheek. She looks up at the sky.

                                   PADME
                         The sky...is clear. I can
                         see...the stars.

               Padm� touches the bundle Sab� is holding close to her dying
               sister. A tear runs down her face.

                                   PADME (cont'd)
                         Pro...protect...the -

               Padm�'s breathing stops.
               Padm�'s hand falls back down. 
               Her eyes close.
               She sighs her last breath.
               With her friends standing around her, Padm� dies.
               The others look on in sadness.
               Sab� and Dorm� cry.

               Obi-Wan looks at Padm�, and at the bundle that Sab� lies
               down on the body of her sister.

               Obi-Wan gazes up at the stars above, as he listens to the
               crying of a baby...

                                                            FADE OUT.



                                        THE END
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