This rewrite of the ROTS screenplay is not a parody, but rather a serious attempt to enhance the story's character development, especially that of Padmй Amidala who, except for one powerful scene, was, I feel, not given her due. It is done in a way that, at least in the major areas, preserves the timeline for the Original Trilogy.

The "3.2" in the title implies the existence of a "3.1," which I posted on two other sites last fall. They are very similar, but, in this updated version, I've taken suggestions to do some more work on Anakin, hopefully making his turn to the Dark Side more believable to the many who are skeptical of how it played in the movie.

The full script appears as a series of replies to this introductory post. I apologize for the text conversion having altered the screenplay's format. It was originally a Word document. Please note that, apart from an extension of the Count Dooku scene, it isn't until the characters are back on Coruscant before you'll start to see major differences from what is in the movie.

STAR WARS EPISODE 3.2
REVENGE OF THE SITH REVISITED


An Unofficial Rewrite of the
Screenplay by George Lucas


Previously Published and/or Produced
Material by George Lucas


New and Replacement Material
by Sam Rosenbaum
Based on Characters and Story Settings
Created by George Lucas


Updated
May 8, 2006
~snipped~ Sorry SamR, we can't post our emails in our posts per forum rules. (http://www.lucasforums.com/showthread.php?t=169078) People can contact you through PM, however. Thanks, Jae



FADE IN:

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

EXT. SPACE

A vast sea of stars serves as the backdrop for the Main Title, followed by a rollup, which crawls into infinity.

War! The Republic is crumbling under attacks by the ruthless Sith Lord, Count Dooku. There are heroes on both sides. Evil is everywhere.

In a stunning move, the fiendish Droid leader, General Grievous, has swept into the Republic capital and kidnapped Chancellor Palpatine, leader of the Galactic Senate.

As the Separatist Droid Army attempts to flee the besieged capital with their valuable hostage, two Jedi Knights lead a desperate mission to rescue the captive Chancellor . . .

PAN DOWN to reveal a Republic Attack Cruiser. Continue to PAN with the Cruiser, as two Jedi Starfighters enter and head toward an enemy Battle Cruiser. TRUCK with the Jedi fighters, as they maneuver in unison, dodging flack and enemy LASER FIRE. R2-D2 is on Anakin's ship. R4-P17 is on Obi-Wan's ship. A giant space battle is revealed as the tiny Jedi ships continue their assault in a synchronous ballet.

INT. OBI-WAN'S STARFIGHTER COCKPIT - SPACE

OBI-WAN KENOBI, now in his late 30’s with a longer beard, bounces through the flack with a frown. His ship ROCKS violently.

INT. ANAKIN’S STARFIGHTER COCKPIT - SPACE

ANAKIN SKYWALKER, now in his 20’s with longer, curly hair, smiles, as he BLASTS a Trade Federation Droid drop fighter.

ANAKIN
There isn't a Droid made that can out fly you, Master, and no other way to get to the Chancellor.

OBI-WAN
Look out, four Droids inbound.

EXT. CORUSCANT - SPACE BATTLE

The two Jedi fighters swerve in unison as four Trade Federation Droid drop fighters attack. After several clever moves by the Jedi, two of the Federation Droid drop fighters collide with each other in a ball of flame.

INTERCUT – INT. OBI-WAN'S AND ANAKIN’S STARFIGTHER COCKPITS, EXT. STARFIGHTERS, AND EXT. SPACE BATTLE

Obi-Wan struggles to maintain control of his ship.

OBI-WAN
We've got to split them up.

ANAKIN
Break left, fly through the guns on that tower.

Obi-Wan flies to the left of a huge tower on a Republic Cruiser. The two Droid drop fighters follow.

OBI-WAN
Easy for you to say . . . why am I always the bait?

ANAKIN
Don't worry. I'm coming around behind you.

Obi-Wan deftly maneuvers around a large starship's superstructure, but the two Droid fighters stay on his tail, BLASTING him with intense laser fire.

OBI-WAN
Anakin, they're all over me!

ANAKIN
Dead ahead! Closing . . . lock onto him, Artoo.

R2 BEEPS his reply, as Anakin swoops in for the kill. Anakin BLASTS one of the Droid drop fighters. It EXPLODES.

ANAKIN (cont’d)
(laughs)
We got him, Artoo!

Anakin BLASTS away at the second Droid drop fighter, as R2 BEEPS an angry warning.

ANAKIN
I copy, Artoo.

OBI-WAN
I'm going down on the deck.

ANAKIN
Good idea . . . I need some room to maneuver.

Obi-Wan dives toward the surface of one of the larger Trade Federation Battleships and is forced to fly through a maelstrom of laser flack. He skims the surface, followed by the Droid drop fighter, which is followed by Anakin.

ANAKIN (cont’d)
Cut right. Do you hear me?! Cut right. Don't let him get a handle on you. Come on, Artoo, lock on! Lock on!

R2 BEEPS. The crosshairs merge on the Droid drop fighter.

OBI-WAN
Hurry up! I don't like this!

Obi-Wan flies through a narrow gap between two towers on a battleship. The Droid drop fighter hits one of Obi-Wan's wings with a laser blast, and parts of the ship go flying around Obi-Wan's Astro Droid, R4.

OBI-WAN (cont’d)
Ouch!

R4 BEEPS a blue streak.

OBI-WAN (cont’d)
Don't even try to fix it, Arfour. I've shut it down.

ANAKIN
We're locked on . . . we've got him.

Anakin drops in behind the Droid drop fighter and blows it apart. R2 SQUEALS with delight.

ANAKIN (cont’d)
Yeah! We got him . . . good going, Artoo.

OBI-WAN
Next time you're the bait . . . Now let's find the Command Ship and get on with it.

R4 BEEPS a blue streak.

ANAKIN
Lock onto them, Artoo. Master, General Grievous's ship is directly ahead.

R2 BEEPS a reply, and it reads out in Anakin's cockpit.

ANAKIN (cont’d)
The one crawling with Vulture Droids.

OBI-WAN
I see it. Oh, this is going to be easy.

Ahead is a Trade Federation Cruiser, with batlike Droid Vulture fighters stalking around on the hull. The Vulture fighters transform into flight configuration, lift off the Cruiser, and attack the Jedi Starfighters.

ANAKIN
Come on, Master.

OBI-WAN
Not this time. There's too much at stake. We need help. Odd Ball, do you copy?

ODD BALL (V.O.)
Copy, Red Leader.

OBI-WAN
Mark my position and form your squad up behind me.

INT. ODD BALL'S FIGHTER COCKPIT - SPACE

ODD BALL is recognizable as a clone of Jango Fett from Attack of the Clones.

ODD BALL
We're on your tail, General Kenobi. Set S-foils in attack position.

INTERCUT – INT. OBI-WAN'S AND ANAKIN’S STARFIGTHER COCKPITS, EXT. STARFIGHTERS, AND EXT. SPACE BATTLE

OBI-WAN
(confidently)
May the Force be with us all.

The protective ray shield lowers on the main hangar of the Trade Federation Cruiser, and six new Droid tri-fighters emerge and join the Droid Vulture fighters heading toward the Jedi. The Jedi Starfighters extend the stability foils on the ends of their wings.

ANAKIN
This is where the fun begins. Ten Vulture Droids straight ahead, coming down the left side.

R2 BEEPS a worried message.

OBI-WAN
Add five tri-fighters on the right.

ANAKIN
I'm going head to head. See you.

OBI-WAN
Take it easy, Anakin.

Four Clone fighters move into formation behind the Jedi.

ODD BALL (V.O.)
I'm on your right, Red Leader.

ANAKIN
Incoming!

R2 SQUEALS as five Droid tri-fighters pass by at high speed on the right.

OBI-WAN
Five more on the right!

Four more Vulture Droid fighters pass at high speed from the left. All hell breaks loose. Obi-Wan and Anakin continue to fly in unison, backing each other up. R2 SQUEALS.

ANAKIN
Here we go.

The Jedi ships split up and make a quick loop around the Droid tri-fighters, ending up behind them, BLASTING away. The Droid tri-fighters EXPLODE.

OBI-WAN
I'm going high and right.

ANAKIN
Hang on. There are four more of them.

OBI-WAN
Stay with me . . . swing back and right . . . help me engage. Back off . . . Let them pass between us.

ANAKIN
I'm coming around. I'm coming around on your tail.

OBI-WAN
All right, engage . . . and hurry. These Droids are all over me like a rash.

In one incredible move, Anakin swings in behind the Droid tri-fighters, blowing them away one by one, until there is only one left. R2 CHIRPS.

R2 then lets out a HOWL, as Anakin accelerates past the last Droid tri-fighter, slams on his brakes, flips the fighter around, and BLASTS the fighter from the front. R2 BEEPS frantically, as they fly through the debris of the destroyed ships.

Clone Fight Squad Seven battles the Droids.

ODD BALL (V.O.)
There are too many of them.

CLONE PILOT 2 (V.O.)
I'm on your wing. Break left. Break left. They're all over me. Get them off my-

A Clone fighter is hit and EXPLODES, spewing debris. The CLONE PILOT spins off into space.

ANAKIN
I'm going to go help them out!

OBI-WAN
No, no! They are doing their job, so we can do ours. Head for the Command Ship!

Another Clone fighter is hit, BURSTS into flames, and spins off into space. A Vulture Droid fighter raises its head to locate its target and FIRES missiles.

ANAKIN
Missiles! Pull up!

Anakin and Obi-Wan break right and left, and the missiles follow them. Anakin does a barrel roll spin, causing the missiles following him to collide and EXPLODE. Two missiles continue to chase Obi-Wan. He banks sharply to the right, then to the left, causing one of the missiles to overshoot.

OBI-WAN
They overshot us.

The second missile streaks next to Obi-Wan’s fighter and EXPLODES. Obi-Wan's ship rocks, and R4 SCREAMS, as the Starfighter rips through the explosion. Debris flies all around them.

ANAKIN
They're coming around!

OBI-WAN
All right, Arfour. No, no. Nothing too fancy.

ANAKIN
Surge all power units, Artoo! Stand by the reverse thrusters.
Anakin spins his Starfighter. The missiles spin and collide.

ANAKIN
We got 'em, Artoo!

Two missiles continue to track Obi-Wan.

OBI-WAN
Flying is for Droids.

Suddenly, Obi-Wan shudders, and his ship starts to plummet toward the surface of the Trade Federation Cruiser. The trailing missiles fly into what looks like debris, and DETONATE. Five silver balls fly out of the debris and attach themselves to the ship. The balls pop open, revealing SMALL BUZZ DROIDS that begin to crawl across the surface like spiders.

OBI-WAN (cont’d)
I'm hit! Anakin?

ANAKIN
I see them . . . Buzz Droids.

The Buzz Droids crawl across Obi-Wan's ship and start to tear it apart. SPARKS ERUPT where they break into the wiring. One of them goes after R4.

OBI-WAN
Arfour, be careful. You have one-

R4 SCREAMS, as his head gets ripped off. It flies away.

OBI-WAN (cont’d)
Oh dear. They're shutting down all the controls.

ANAKIN
Move to the right so I can get a clear shot at them.

OBI-WAN
The mission. Get to the Command Ship. Get the Chancellor! I'm running out of tricks here.

Anakin moves into position just off Obi-Wan's left side. He angles his ship so his guns are pointing at the Droids crawling over Obi-Wan’s Starfighter.
Anakin FIRES and vaporizes two Buzz Droids, along with the left wing of Obi-Wan's ship.

OBI-WAN (cont’d)
In the name of . . .

ANAKIN
Steady . . . steady . . .

OBI-WAN
Anakin, hold your fire . . . hold your fire. You're not helping here.

ANAKIN
I agree, bad idea. Swing right . . . ease over . . . steady . . .

OBI-WAN
Wait . . . wait . . . I can't see a thing! My cockpit's fogging. They're all over me, Anakin.

ANAKIN
Move to the right.

OBI-WAN
Hold on, Anakin. You're going to get us both killed! Get out of here. There's nothing more you can do.

ANAKIN
I'm not leaving without you, Master.

Anakin moves his ship next to Obi-Wan's and tries to physically knock the Buzz Droids off. There are five left. He manages to get one off, but badly dents Obi-Wan's ship in the process. One of the Buzz Droids tears a piece off of the front of Obi-Wan's ship. Flames BURST out, and more smoke billows out, obscuring the Jedi's view.

Anakin knocks off three of the Buzz Droids. The fourth crawls out onto Anakin's ship and starts attacking R2. R2 fights back.

OBI-WAN
Blast it . . . I can't see . . . my controls are gone.

ANAKIN
Get 'im, Artoo. Watch out!

OBI-WAN
Artoo, hit its center eye.

R2 extends an arm and aims a stream of electricity at the swerving Buzz Droid, hitting it squarely in the eye. It falls off the ship.

ANAKIN
Yeah, you got him!

OBI-WAN
Great, Artoo.

ANAKIN
Stay on my wing . . . the General's Command Ship is dead ahead. Easy . . . pull up . . . Head for the hangar.

OBI-WAN
Have you noticed the shields are still up?

ANAKIN
Oh?! Sorry, Master.

Anakin streaks ahead of Obi-Wan's disintegrating Jedi fighter and BLASTS the shield generator. It SPARKS and EXPLODES.

OBI-WAN
Oh, I have a bad feeling about this.

INT. TRADE FEDERATION CRUISER – MAIN HANGAR

The shield door drops away, and Obi-Wan CRASHES on the deck, engulfed in a FANTAIL OF SPARKS. A set of blast doors starts SLAMMING shut across the hangar opening, as material is sucked into space.

Anakin maneuvers around the oncoming junk and flies into the hangar just as the blast doors SLAM shut. Obi-Wan ignites his light saber and cuts his way out of the cockpit. He jumps clear, just as his ship EXPLODES. BATTLE DROIDS rush at him from all directions.

Anakin jumps out of his ship and cuts his way through the Battle Droids to where Obi-Wan is fighting. R2 pops out of the ship and follows Anakin.

OBI-WAN
Artoo, locate the Chancellor.

They cut down the last of the Droids and follow R2 over to a computer wall socket, where he inserts his service arm. A hologram of the Trade Federation ship’s layout appears in the computer’s display.

OBI-WAN
The Chancellor's signal is coming from right there. The observation platform at the top of that spire.

ANAKIN
I sense Count Dooku . . .

OBI-WAN
I sense a trap.

ANAKIN
Next move?

OBI-WAN
Spring the trap.

The Jedi start to leave. R2 follows. They stop and turn to R2.

ANAKIN
Artoo, go back. I need you to stay with the ship.

OBI-WAN
(to R2)
Here, take this, and wait for orders.

He tosses the comlink to R2, and he and Anakin enter a large hallway.

INT. TRADE FEDERATION CRUISER – BRIDGE – SAME TIME

GENERAL GRIEVOUS, a tall, lanky cyborg, with a raspy voice due to a recent chest injury, enters the bridge, followed by TWO BODYGUARDS. He walks to the front of the bridge and stands in front of the NEIMOIDIAN CAPTAIN.

GENERAL GRIEVOUS
What's the situation, Captain?

CAPTAIN
Two Jedi have landed in the main hangar bay.

GENERAL GRIEVOUS
Just as Count Dooku predicted.

INT. HALLWAY – SAME TIME

The two Jedi wait for an elevator to arrive. They turn around and see they are face to face with THREE DESTROYER DROIDS. The Droids start BLASTING away. Anakin deflects the BOLTS.

Obi-Wan frantically pushes the elevator button several more times. Finally, the door opens, and they rush inside under a hail of LASER BOLTS. The elevator door slides shut. The Jedi turn to see BATTLE DROIDS standing behind them.

BATTLE DROID
Drop your weapons! I said drop 'em.

The Jedi activate their light sabers and destroy all the Battle Droids.

INT. HANGAR – SAME TIME

R2-D2 notices two SUPER BATTLE DROIDS entering the hangar. He moves and hides behind a Jedi Starfighter.

INT. ELEVATOR – SAME TIME

The elevator begins to move, but then SCREECHES to a stop.

OBI-WAN
Did you press the stop button?

ANAKIN
No, did you?

OBI-WAN
No!

ANAKIN
Well, there's more than one way out of here.

He ignites his laser sword.

OBI-WAN
We don't want to get out. We want to get moving. Artoo . . . Artoo. Do you copy? Activate elevator . . .
(looks at control panel)
31174.

Anakin cuts a hole in the elevator ceiling.

INT. MAIN HANGAR – SAME TIME

The two Super Battle Droids are inspecting the Jedi Starfighters. They overhear Obi-Wan's voice over the comlink.

INT. ELEVATOR – SAME TIME

OBI-WAN
Artoo?

Anakin climbs through the hole in the ceiling of the elevator.

OBI-WAN (cont’d)
(looking up)
Always on the move.
(to comlink)
Artoo, do you copy?

R2 quietly BEEPS a reply over the comlink.

INT. MAIN HANGAR – SAME TIME

R2 tries to muffle the comlink, as the two Super Battle Droids try to figure out where the voices are coming from. R2 extends an arm and plugs into a computer interface.

OBI-WAN (V.O.)
(from comlink)
Artoo, switch on the comlink. Artoo, do you hear me? Artoo, we gave you a job to do! Artoo!

INT. ELEVATOR SHAFT – SAME TIME

Suddenly, the elevator plummets down the shaft. Anakin quickly jumps and grabs onto the hallway entry door. He watches, as the elevator recedes down the shaft and disappears. Anakin struggles to keep his grip on the closed door, as SPARKING wires rain down on him.

INT. ELEVATOR – SAME TIME

The elevator descends rapidly.

OBI-WAN
Stop. Stop! Artoo, we need to be going up.

INT. ELEVATOR SHAFT – SAME TIME

Anakin struggles to hang on to the narrow edge of the elevator shaft. The door to the shaft is pried open, and TWO BATTLE DROIDS appear in the doorway and look down at Anakin. They point their guns at him.

DROID 1
Hands up, Jedi! Don't move.

DROID 2
Roger, roger.

INT. MAIN HANGAR – SAME TIME

The two Super Battle Droids again overhear Obi-Wan's comlink messages to R2. They move toward the SOUND.

OBI-WAN (V.O.)
(from comlink)
Artoo, do you copy? Artoo, do you hear me? Artoo, we need to be going up, not down.

INT. ELEVATOR – SAME TIME

The elevator races down as Obi-Wan holds on.

OBI-WAN
Stop. R2! We need to go up! Stop. Stop!

The elevator stops with a JOLT. Obi-Wan falls to the floor.

INT. MAIN HANGAR – SAME TIME

The two Super Battle Droids walk toward R2.

SUPER BATTLE DROID 1
Hey you!

R2 plugs into the interface again, and the elevator shoots up in the display, before they grab him.

INT. ELEVATOR – SAME TIME

Obi-Wan gets to his feet.

OBI-WAN
Now, that's better.

INT. MAIN HANGAR – SAME TIME

R2 CURSES and swings at the two Super Battle Droids holding him up.

SUPER BATTLE DROID 1
You stupid little Astro Droid!

R2 activates his oil hose and SPRAYS the Super Battle Droids. The Super Battle Droids slip on the oil.

INT. ELEVATOR SHAFT – SAME TIME

Anakin looks down and sees the elevator heading toward him at a high rate of speed. He looks at the Battle Droids leaning over him with their guns pointed at him. He calculates for a moment, then gives himself a push and flips himself up into the elevator shaft.

Before Anakin can arc into a descent down the shaft, the elevator races up through the shaft, cutting the Droids in two. Anakin lands on the elevator and . . .

INT. ELEVATOR - CONTINUOUS

quickly drops back through the hole in the ceiling.
Obi-Wan is startled and ignites his light saber.

OBI-WAN
Oh, it's you.

INT. MAIN HANGAR – SAME TIME

R2 ignites his arm ROCKETS and SHOOTS out of their grip, SPRAYING them both with oil and setting them on FIRE. The Super Battle Droids slip and slide until they fall, smoldering. R2 rolls away.

INT. ELEVATOR – SAME TIME

Obi-Wan has deactivated his light saber.

ANAKIN
What was that all about?

OBI-WAN
Well, Artoo has been-

ANAKIN
(interrupting)
No loose wire jokes. He's doing the best he can.

OBI-WAN
Did I say anything?

ANAKIN
He's trying!

OBI-WAN
I didn't say anything!

INT. GENERAL'S QUARTERS – SAME TIME

The elevator door opens and the two Jedi carefully make their way into the main room.

In front of a large window to the battle in space sits a figure in a chair, his back turned. The chair, in which his arms are restrained, turns around, revealing him to be SUPREME CHANCELLOR PALPATINE.

Moving toward him, Anakin and Obi-Wan see a very distressed look on the Chancellor's face.

OBI-WAN
(bows)
Chancellor.

ANAKIN
Are you all right?

PALPATINE
(quietly)
Count Dooku.

Palpatine makes a small gesture with his hand. Obi-Wan and Anakin turn around.

The elevator doors can be HEARD OPENING AND CLOSING, as COUNT DOOKU strides into the room. He is above the Jedi, standing on a balcony, with two SUPER BATTLE DROIDS. The Jedi turn to see him. He looks down on the Jedi.

OBI-WAN
(quietly to Anakin)
This time we’ll do it together.

ANAKIN
I was about to say that.

Dooku jumps down to the main level. Obi-Wan and Anakin throw off their cloaks and ignite their light sabers.

COUNT DOOKU
Your swords, please, Master Jedi. We don't want to make a mess of things in front of the Chancellor.

Obi-Wan and Anakin move toward Dooku.

OBI-WAN
You won’t escape us twice, Dooku.

They charge Dooku. A great sword fight ensues.

COUNT DOOKU
I've been looking forward to this.

ANAKIN
My powers have doubled since the last time we met, Count.

COUNT DOOKU
Good. Twice the pride, double the fall.

He lunges at the Jedi. They fall back.

COUNT DOOKU (cont’d)
Your moves are clumsy, Kenobi . . . too predictable. You'll have to do better.

As the battle proceeds, Obi-Wan and Dooku grow tired. Anakin grows stronger, as he becomes angry, and continues to drive the attack on Dooku. Dooku throws Obi-Wan back, using the Force. Anakin and Dooku move up the stairs. As they reach the upper landing, Anakin leaps over Dooku. Obi-Wan reaches the top of the stairs and destroys the two Super Battle Droids. Dooku catches and holds Obi-Wan in the air, using the Force, as he turns and kicks Anakin out of frame. Obi-Wan is choking. Anakin hits the archway.

Dooku sends Obi-Wan flying. The Jedi tumbles to the lower level, unconscious. Dooku spins around again and, using the Force, causes a section of the balcony to drop onto Obi-Wan. Anakin spins and kicks Dooku, sending him over the balcony. Anakin jumps, following him down to the main floor. They continue the fight.

COUNT DOOKU (cont’d)
I sense great fear in you, Skywalker. You have hate, you have anger, but you don’t use them.

Anakin regains his composure and attacks Dooku, as the Dark Lord continues his spin to meet him head on. Their fighting becomes even more intense. Anakin attacks Dooku with a new ferociousness. Finally, in one last energized charge, Anakin cuts off Dooku's hands. The Jedi catches the light saber, as it drops from the severed Sith Lord's hand. Dooku stumbles to the floor, as Anakin puts the two light sabers to his neck. Palpatine is grinning, as he watches Count Dooku's defeat.

PALPATINE
Good, Anakin, good. I knew you could do it. Kill him. Kill him now!

Dooku turns his head with a shocked expression.

ANAKIN
I shouldn't . . .

PALPATINE
You must.

Dooku looks daggers at Palpatine then up at Anakin.

DOOKU
Join me, Skywalker. I will show you things are not what they seem. None of us is who he appears to be.

PALPATINE
Don’t listen to him, Anakin!

ANAKIN
(to Dooku)
So, were I to lop off your head, it would only appear that I have?

PALPATINE
He’s far too dangerous to be kept alive. Do it!

DOOKU
Your Chancellor is-

Anakin cuts off Dooku's head in mid-sentence. A huge EXPLOSION deep in the ship RATTLES everything.

PALPATINE
You did well, Anakin.

Anakin drops Dooku's light saber, moving to Palpatine.

ANAKIN
Yes, but he was an unarmed prisoner.

Anakin raises his hands, and the Chancellor's restraints pop loose.

PALPATINE
His words were poison. He could have destroyed you with them as surely as if he still had his light saber in his hand.

ANAKIN (cont’d)
But the Jedi know how to guard against that. I shouldn't have killed him, Chancellor. It wasn’t the Jedi way.

Palpatine stands, rubbing his wrists.

PALPATINE
It was only natural. He cut off your arm, and you wanted revenge. It wasn't the first time, Anakin.

The ship begins to list to one side.

Anakin rushes over to Obi-Wan, lifts the control console off of him, and pulls him free. He kneels down and checks out his unconscious friend. Palpatine heads for the elevators.

PALPATINE (cont’d)
Anakin, there’s no time.

ANAKIN
He seems to be all right. No broken bones . . . breathing's all right.

PALPATINE
We must get off the ship. Leave him, or we'll never make it.

ANAKIN
His fate will be the same as ours.

Anakin picks up Obi-Wan, slings him over his shoulder, and heads for the elevators.

INT. BRIDGE – SAME TIME

GENERAL GRIEVOUS
Prepare for attack.

PILOT
All batteries fire! Fire!

INT. REPUBLIC CRUISER – BATTLESTATIONS – SAME TIME

CLONE GUNNERS FIRE on the Trade Federation Cruiser and take FIRE in return. Gun emplacements are destroyed. Clone troopers go flying.

INT. TRADE FEDERATION CRUISER - GENERAL'S QUARTERS – SAME TIME

Anakin carries Obi-Wan to the elevator doors and hits the button. Palpatine joins him.

ANAKIN
The elevator's not working.
(into his comlink)
Artoo . . .

R2 BEEPS a response over the comlink.

ANAKIN (cont’d)
Activate Elevator 3224.

INSERT - EXT. BATTLE – SPACE

A beam from the Republic Cruiser penetrates the Trade Federation Cruiser’s lower hull, causing an EXPLOSION.

BACK TO SCENE

Suddenly the ship shifts to its side, as the elevator doors open. Palpatine is thrown to the floor. Anakin jumps to the door frame and looks into the elevator shaft.

ANAKIN
Artoo, do you copy? Artoo, come in!

INT. MAIN HANGAR – SAME TIME

As the ship rolls, spacecraft and equipment CRASH from one side of the ship to the other. Several objects BREAK THROUGH the metal blast doors, causing objects to be SUCKED into space. R2 starts to slide toward one of the small holes.

INT. GENERAL'S QUARTERS – SAME TIME

As the elevator shaft rotates, it has become a long hallway. Anakin clings to the doorframe with Obi-Wan on his shoulder, as the Chancellor struggles to join him.

INT. MAIN HANGAR – SAME TIME

R2 continues to skid and slide toward open space. He BEEPS, as he dodges the LASER BLASTS of the Battle Droids. One BOLT hits very near him, and he SCREAMS in terror. One of the Battle Droids stumbles and is consumed by the electronic shield in a ZAP.

R2 is about to be overtaken by a Starfighter sliding behind him. He falls into a heap of broken Battle Droid parts, and the fighter BOUNCES over him.

EXT. SPACE – CORUSCANT – SAME TIME

The Trade Federation Cruiser heads straight down toward the planet.

INT. TRADE FEDERATION CRUISER – GENERAL’S QUARTERS – SAME TIME

Anakin jumps into the horizontal elevator shaft with Obi-Wan still on his shoulder.

ANAKIN
We can't wait. Come on, we have to be fast.

Palpatine climbs into the elevator shaft also.

INT. ELEVATOR SHAFT ON SIDE

They start running. The ship begins to roll again, and the Jedi and the Chancellor are forced to jump from one side of the elevator to the other.

INT. BRIDGE – SAME TIME

GENERAL GRIEVOUS
Fire the emergency booster engines.

PILOT
Leveling out, sir.

INT. ELEVATOR SHAFT ON SIDE – SAME TIME

Anakin, still carrying Obi-Wan on his back, and Palpatine run down the elevator shaft, as it starts to move upright. Anakin cuts a control box on one of the doors, but before the doors can open, the ship moves to an angle, causing him and Palpatine to start sliding down the shaft. Anakin grabs some wires in the control box with one hand. Palpatine grabs onto the Jedi's leg. As the ship rights itself, they are left hanging in the bottomless elevator shaft.

Obi-Wan regains consciousness and tries to look around.

ANAKIN
Easy . . . We're in a bit of a situation.

OBI-WAN
Did I miss something?

He looks down and sees Palpatine and the bottomless pit. They hear R2 BEEPING on Obi-Wan's comlink. The ship begins to roll, causing the now vertical shaft to move into a forty-five-degree angle. They hear the ELEVATOR BRAKES RELEASE and look up to see the elevator heading toward them.

ANAKIN
Hold on.

OBI-WAN
What is that?

Obi-Wan and Anakin look up to see the elevator approach at high speed, then Obi-Wan turns to Anakin.

OBI-WAN (cont’d)
Oops.

ANAKIN
(to comlink)
Artoo, Artoo, shut down the elevator!

OBI-WAN
Too late! Jump!

They fall about three hundred feet before the tilt of the ship catches up with them, and they hit the side of the shaft and slide at great speed just ahead of the elevator. The shaft continues to rotate until it is completely horizontal. Anakin and Obi-Wan take out and throw grappling hooks. The hooks catch, and they continue to fall. All the doors in the elevator shaft open up, and the group swings through an open door into a hallway. The elevator ROARS by.

INT. HALLWAY - CONTINUOUS

Anakin, Obi-Wan and Palpatine fly through the elevator door and land.

OBI-WAN
Let's see if we can find something in the hangar bay that's still flyable. Come on.

ANAKIN
(to comlink)
Artoo, get down here. Artoo, do you copy?

INT. MAIN HANGAR – SAME TIME

As the Federation Cruiser continues to rotate, R2 SQUEALS and pokes a periscope out of a pile of broken Battle Droid parts. He looks around then ROCKETS up out of the debris.

INT. HALLWAY – SAME TIME

Obi-Wan and Anakin lead Palpatine down the hallway toward the hangar bay.

INT. DOORWAY TO HANGAR BAY - CONTINUOUS

They stop in a doorway leading into the hangar bay. It is extremely WINDY, as bits and pieces are continually SUCKED into space through the hull breaches. The hangar bay doors are closed, but great STRESSES are being exerted, as the ship twists, re-entering the atmosphere of Coruscant.

OBI-WAN
None of those ships will get us anywhere.

ANAKIN
I agree.

PALPATINE
What are we going to do?

ANAKIN
I don't know.

He and Palpatine both look to Obi-Wan.

OBI-WAN
(shrugs)
Don't look at me. I don't know.

Anakin sees that his fighter has been sucked out of the hangar bay and is totaled.

ANAKIN
The only thing we can do is head toward the bridge and see if we can find an escape pod.

They turn back into the hallway and start running. Suddenly, RAY SHIELDS drop around them, putting them in an electronic box in the middle of the hallway. Obi-Wan takes a deep breath in disappointment.

OBI-WAN
Wait a minute, how'd this happen! We're smarter than this.

ANAKIN
Apparently not, Master. This is the oldest trap in the book . . . Don’t worry. Artoo will be along in a few moments, and he'll release the ray shields.

R2 comes SKIDDING across the hallway and BASHES into the opposite wall. He takes a moment to compose himself.

ANAKIN (cont’d)
See! No problem.

Suddenly, several doorways open, revealing TWO DESTROYER DROIDS. SIXTEEN SUPER BATTLE DROIDS emerge from behind the destroyer Droids. R2 turns.

SUPER BATTLE DROID
(to R2)
Don't move, dummy.

R2 ZAPS the Super Battle Droid.

SUPER BATTLE DROID (cont’d)
Ouch! Zap this!

It kicks R2 over.

OBI-WAN
(to Anakin)
Do you have a plan B?

PALPATINE
Why don't we let them take us to General Grievous. Perhaps with Count Dooku's demise, we can negotiate our release.

The Jedi look at each other in disbelief.

EXT. BRIDGE – MINUTES LATER

Obi-Wan, Anakin, Palpatine, and R2-D2 stand before the alien cyborg General Grievous.

GENERAL GRIEVOUS
Oh yes. General Kenobi, the Negotiator. We've been waiting for you. That wasn't much of a rescue.

One of the Battle Droids walks to General Grievous and hands him the Jedi'S light sabers.

OBI-WAN
That depends upon your point of view.

GENERAL GRIEVOUS
And Anakin Skywalker . . . I was expecting someone with your reputation to be a little older.

ANAKIN
General Grievous . . . Supreme Commander of the Droid Armies. You're shorter than I expected.

GENERAL GRIEVOUS
Ahhhh, Jedi humor . . .

OBI-WAN
Anakin, try not to upset him. We have a job to do.

GENERAL GRIEVOUS
Your light sabers will make a fine addition to my collection.

OBI-WAN
Not this time. And this time you won't escape.

ANAKIN
Artoo.

R2 creates a distraction by extending all his arms, shooting out ELECTRICAL PULSES, and bouncing around.

OBI-WAN, hands restrained with electrobonds, spins around, reaches out and, using the Force, yanks his light saber out of the General's hand, ignites it, and cuts his bonds. He continues to spin around and cuts Anakin free.

GENERAL GRIEVOUS
(to bodyguards)
Crush them!

Anakin uses the Force to yank his light saber out of the General's hand. The Droids that surround them begin to FIRE. Obi-Wan and Anakin jump into the line of fire and deflect the Droids’ BLASTS.

The bridge degenerates into chaos, as Obi-Wan and Anakin destroy the Battle Droids then become locked in a pitched battle between electro staffs and laser swords with the two bodyguards.

Palpatine is taken away by two more Battle Droids. General Grievous walks around, directing the crew.

GENERAL GRIEVOUS
Stay and watch your stations.

Obi-Wan fights one of the bodyguards, who carries an electrified staff about five feet long. When the laser sword hits it, ELECTRICAL BOLTS fly everywhere and surround the laser sword. Obi-Wan is unable to cut the staff. He gets whacked pretty good a couple of times and is knocked halfway across the bridge. He pulls himself together and attacks again, cutting off the Droid bodyguard’s head. The bodyguard keeps attacking.

Anakin struggles to defend himself against the other manic Droid bodyguard. He cuts the bodyguard in half.

INT. HALLWAY – SAME TIME

The two Battle Droids continue trying to take Palpatine away. Anakin follows them down the hallway and cuts them down, freeing him.

INT. BRIDGE – SAME TIME

Obi-Wan finishes off the headless bodyguard. It crumbles to the floor in pieces. ALARMS SOUND, as the giant spacecraft begins to list and fall out of orbit. General Grievous retrieves one of the bodyguards’ staffs and faces Obi-Wan.

PILOT
(yells at Grievous)
Sir, we are falling out of orbit! All aft control cells are dead!

GENERAL GRIEVOUS
Stay on course . . . Don't bother with them. Keep the ship in orbit.

Returning with Palpatine, Anakin leaps over a console and lands behind General Grievous.

OBI-WAN
What is it to be, General? Your ship is breaking apart.

One of the pilots comes up next to Grievous.

PILOT
He’s right. The ship is breaking up!

GENERAL GRIEVOUS
Then we've run out of time.

Obi-Wan tries to get at General Grievous. Anakin runs at the General from the opposing side. Grievous turns and throws his electrified staff at the window. It BREAKS, causing chaos, as everything that is not fastened down is SUCKED into space. General Grievous is the first one out.

EXT. TRADE FEDERATION CRUISER - SPACE

Grievous FIRES a cable from his arm that attaches to the ship. He swings in and lands firmly on the side of the ship.

INT. BRIDGE – SAME TIME

Obi-Wan, Anakin, Palpatine and R2-D2 hold on for dear life. A blast shield closes around where the window used to be. Before they have time to relax, there is a huge SHUDDER, followed by more ALARMS. SPARKS begin to fly outside the windows.

PALPATINE
The hull is burning up!

EXT. TRADE FEDERATION CRUISER – ENTERING UPPER ATMOSPHERE – SAME TIME

General Grievous detaches his cable and crawls along the exterior hull, using his magnetized hands and feet. He reaches a row of escape pods and enters an airlock.

INT. POD BAY - CONTUNUOUS

General Grievous enters the pod bay through the hatch, goes to a control panel and opens an escape pod.

GENERAL GRIEVOUS
Time to abandon ship.

He pulls a row of switches, and, one by one, the escape pods JETTISON.

INT. ESCAPE POD - CONTINUOUS

He gets in one, the hatch closes, and the escape pod BLASTS away from the damaged Cruiser.

INT. BRIDGE – SAME TIME

Obi-Wan and Anakin go over to the navigator's chair.

ANAKIN
All the escape pods have been launched.

OBI-WAN
Grievous. Can you fly a Cruiser like this?

ANAKIN
You mean, do I know how to land what's left of this thing?

Anakin sits in the pilot's chair and sees on a screen the back half of the ship break away. There is a great JOLT, and the ship tilts forward.

OBI-WAN
Well?

ANAKIN
Under the circumstances, I'd say the ability to pilot this thing is irrelevant. Strap yourselves in.

Obi-Wan and Palpatine strap themselves into chairs. Anakin struggles with the controls of the ship.

EXT. TRADE FEDERATION CRUISER – UPPER ATMOSPHERE – SAME TIME

The ship starts to glow, and more pieces break off.

INT. BRIDGE – SAME TIME

R2 moves in on Palpatine's controls and assists in flying the Cruiser.
OBI-WAN
Steady . . . Attitude . . . eighteen degrees.

R2 BEEPS.

ANAKIN
Pressure rising. We've got to slow this wreck down. Open all hatches, extend all flaps, and drag fins.

OBI-WAN
Temp steady. Hatches open, flaps extended, drag fins . . .

EXT. TRADE FEDERATION CRUISER – UPPER ATMOSPHERE – SAME TIME

A large part of the ship breaks away.

INT. BRIDGE – SAME TIME

ANAKIN
We lost something.

OBI-WAN
Not to worry, we're still flying half the ship.

ANAKIN
Now we're really picking up speed . . . I'm going to shift a few degrees and see if I can slow us down.

OBI-WAN
Careful . . . we're heating up-twelve thousand . . . thirteen thousand . . .

ANAKIN
What's our speed?

OBI-WAN
Eight plus sixty-forty. Eight plus sixty-twenty. Eight plus sixty. Temp ten thousand, nine thousand . . . we're in the troposphere.

Anakin points to one of the controls. R2 BEEPS madly.

ANAKIN
Grab that . . . Keep us level.

OBI-WAN
Steady. Steady.

ANAKIN
Easy, Artoo. Hang on, this may get a little rough. We lost our heat shields.

OBI-WAN
Five thousand. Three thousand . . . two thousand. Fireships on the left and the right.

INT. FIRESHIP COCKPIT – ATMOSPHERE – SAME TIME

FIRESHIP PILOT
We'll take you in.

INT. TRADE FEDERATION CRUISER – BRIDGE – SAME TIME

OBI-WAN
Copy that. Landing strip's straight ahead.

ANAKIN
We're coming in too hot.

OBI-WAN
Easy-easy.

EXT. CORUSCANT – AFTERNOON

The ship leaves a contrail, as it STREAKS across the Coruscant skyline.

INT. TRADE FEDERATION CRUISER – BRIDGE – SAME TIME

Palpatine and Obi-Wan hold on for dear life, as the ship SHAKES and RATTLES toward a landing platform in the industrial part of the city.

EXT. INDUSTRIAL LANDING PLATFORM – CONTINUOUS

Emergency fire speeders surround the large landing platform. The smoking ship approaches, as five fire-ships spray it with foam. The ship lands hard, SKIDDING to a stop just short of the edge.

INT. TRADE FEDERATION CRUISER – BRIDGE – SAME TIME

Obi-Wan and the others are shaken but all right.

OBI-WAN
Another happy landing.

EXT. SENATE OFFICE BUILDING - LANDING PLATFORM - LATE AFTERNOON

The Jedi shuttle touches down on the landing platform just outside the massive office building’s high-altitude main entrance.

There are a DOZEN SENATORS waiting, including BAIL ORGANA, 40’s, strong build, polite. C-3PO is also there. Palpatine, R2-D2, and Anakin emerge from the shuttle. Obi-Wan stays in the shuttle doorway.

ANAKIN
(to Obi-Wan)
Are you coming, Master?

OBI-WAN
Oh no. I'm not brave enough for politics. I have to report to the Council. Besides, someone needs to be the poster boy.

ANAKIN
Hold on, this whole operation was your idea. You’re the one who planned it. You’re the one who reports to the Senate on missions like this. You have to be the one to take the bows this time.

OBI-WAN
Sorry, old friend. Let’s not forget that you killed Count Dooku, rescued the Chancellor, rescued me twice, and managed to land that bucket of bolts safely.

ANAKIN
All because of your training, Master. You deserve all those speeches of your greatness.

OBI-WAN
The endless speeches . . . Anakin, let's be fair. Today, you are the hero, and you deserve your glorious day with the politicians.

ANAKIN
All right . . .
(smiles)
but you owe me.

He leaves to join the others.

The Chancellor and the entourage of Senators (minus Bail Organa) that has formed around him approach MACE WINDU. Mace is still bald, tough and no-nonsense.

MACE
Chancellor Palpatine, are you well? Do you need medical attention?

PALPATINE
I am well, thanks to your two Jedi Knights. They killed Count Dooku, but General Grievous has escaped once again.

MACE
General Grievous will run and hide as he always does. He is a coward.

PALPATINE
That may be true, but with Count Dooku dead, he is the leader of the Droid Army, and I assure you, the Senate will vote to continue the war as long as Grievous is alive.

MACE
Then the Jedi Council will make finding Grievous our highest priority.

Bail walks with Anakin, as the crowd exits the platform and moves toward the Grand Hallway.

There to greet them is PADMЙ AMIDALA, now approaching 30 and more mature, having toned down the extravagant fashion somewhat.

PADMЙ
(smiles)
Anakin Skywalker, the Republic cannot praise you enough.

Anakin, Padmй and Bail enter the hallway.

ANAKIN
Thank you, My Lady. The kidnapping was a bold move by the Separatists, but it was a mistake that Obi-Wan and I were able to take advantage of.

R2-D2 and C-3PO follow behind the crowd.

C-3PO
It couldn't possibly be as bad as all that.

R2 BEEPS.

C-3PO (cont’d)
Well, there, I agree with you. In fact, I could do with a tune-up myself.

INT. SENATE OFFICE BUILDING - MAIN HALLWAY – SAME TIME

Anakin is at the back of the crowd of Senators, talking with Bail. Padmй has joined another conversation. R2-D2 and C-3PO scoot along ahead of them.

BAIL
The end of Count Dooku will surely bring an end to this war, and an end to the Chancellor's draconian security measures.

ANAKIN
I wish that were so, but the fighting is going to continue until General Grievous is spare parts. The Chancellor is very clear about that.

BAIL
I'll speak to Senator Amidala, and we’ll do everything we can.

Anakin looks to see that, with the crowd having moved on, Padmй has disappeared.

ANAKIN
Excuse me.

BAIL
Certainly.

Anakin stops, and Bail goes off after Palpatine and the others. Anakin goes behind one of the giant columns to meet up with Padmй. They embrace and kiss.

PADMЙ
I wanted to say thank goodness you’re back safe, and how worried I was, but that wouldn’t have been formal.

ANAKIN
I missed you, Padmй. It feels like we've been apart for a lifetime.

PADMЙ
I know.

ANAKIN
And it might have been . . . If the Chancellor hadn't been kidnapped, I don't think they would have ever brought us back from the Outer Rim sieges.

He starts to give her another kiss. She steps back.

PADMЙ
Wait, not here.

He grabs her again.

ANAKIN
Yes, here! I'm tired of all this deception. I don't care if they know we're married. Some of them are suspicious, anyway. I could sense it in Senator Organa. I’ve sensed it in Obi-Wan. I’m sure Master Yoda is. I’ve seen it in his eyes.

PADMЙ
But they’re not saying anything. They respect our privacy. What if someone, who doesn’t, learns of it? Someone in the Chancellor’s office, for instance . . . or Master Windu?

ANAKIN
I can handle Master Windu.

PADMЙ
Anakin, don't fool yourself. You're important to the Republic . . . to ending this war. I love you, but I won't let you give up your life as a Jedi for me.

ANAKIN
I've given my life to the Jedi order, but I'd only give up my life, for you.

PADMЙ
(playfully)
I wouldn't like that. I wouldn't like that one bit. Patience, my handsome Jedi . . . Come to me later.

Anakin embraces her then looks at her.

ANAKIN
Are you all right? You're trembling. What's going on?

PADMЙ
It can wait.

ANAKIN
You're frightened.
(a little angry)
Tell me what's going on!

PADMЙ
You've been gone five months. I’ve kept busy, but it's been hard. I never felt so alone . . . and now there's . . .

ANAKIN
Is there someone else?

PADMЙ
(peeved, angry)
No! You know me better than that, Anakin. Your jealousy upsets me so much. I do nothing to betray you, yet you still don't trust me. Nothing has changed.

ANAKIN
(sheepish)
I'm afraid of losing you, Padmй . . . that's all. You’re a powerful, desirable woman. The Senate envies you, and I fear some of them might want you.

PADMЙ
I know how to fend them off. I will never stop loving you, Anakin. I can’t lose you.

ANAKIN
It's just that I've never seen you like this.

PADMЙ
That’s because I’ve never been like this. Something wonderful has happened.

They look at each other for a long moment.

PADMЙ (cont’d)
Ani . . . I’m pregnant.

Anakin is stunned. He thinks through all of the ramifications of this. He takes her in his arms.

ANAKIN
That's . . . that's wonderful.

PADMЙ
What are we going to do?

ANAKIN
We're not going to worry about anything right now, all right? This is a happy moment . . . the happiest moment of my life.

EXT. UTAPAU - LANDING PLATFORM - DAY

A small Neimoidian shuttle lands on the platform deep inside a massive sinkhole, out of whose walls a city is carved. DROID TROOPS stand at attention, as General Grievous descends onto the platform.

INT. GRAND CHAMBER CONFERENCE ROOM – MINUTES LATER

General Grievous enters the conference room, presses a series of buttons on the table, and bows. A hologram of DARTH SIDIOUS appears.

GENERAL GRIEVOUS
Yes, Lord Sidious.

DARTH SIDIOUS
General Grievous, I suggest you prepare to move the Separatist leaders to Mustafar, at a time which I will indicate.

GENERAL GRIEVOUS
It will be done, My Lord.

DARTH SIDIOUS
You have done well, General. The end of the war is near, and I promise you, what would appear to have been a setback for us, will, in truth, make us victorious.

GENERAL GRIEVOUS
But the loss of Count Dooku?

DARTH SIDIOUS
His death was a necessary loss, which will ensure our victory. Soon I shall have a new apprentice . . . one far younger and more powerful than Lord Tyranus.

EXT. CORUSCANT – APARTMENT BUILDING – TWILIGHT

A luxury apartment complex stands about a kilometer from the Senate Office Building, which, at this proximity, dwarfs it and everything else in the vicinity. Both are situated along a major avenue, which carries both pedestrian and airborne speeder traffic.

INT. PADMЙ’S APARTMENT – LIVING ROOM - TWILIGHT

Padmй stands in the balcony, brushing her hair. The room in front of her is furnished with couches, a low table, and an abundance of Naboo plant life. Anakin leans against the wall, watching her lovingly.

ANAKIN
Every second, I was thinking of you. Protecting the endless, nameless Outer Rim settlements became a torture . . . the battles were easy, the longing became unbearable . . . I've never been so happy as I am at this moment.

PADMЙ
Ani, I want to have our baby back home on Naboo. I’ll arrange the schedule, so I can be away. Then we could go to the lake country, where no one would know . . . where we would be safe. I could go first and fix up the baby's room. I know a perfect spot, right by the gardens.

ANAKIN
That will be beautiful. You . . . are beautiful.

PADMЙ
It’s because I’m in love.

ANAKIN
No, it's because I’m in love with you.

PADMЙ
Then love has blinded you?

ANAKIN
Well, that's not exactly what I meant.
(approaches her)
All I want is to love and protect you.

PADMЙ
Protect me . . . Yes, you’re very good at that. Letting the hairbrush fall, she suddenly grabs and throws him to the floor. He lands on his back.

PADMЙ (cont’d)
But I’m good at protecting myself too, if you recall.

Anakin laughs. He reaches and, using the Force just a little, pulls her down on top of him. They roll on the floor and laugh in a mock struggle. They come to a stop, side by side, facing each other.

ANAKIN
I haven't laughed in so long.

PADMЙ
Neither have I.

They kiss.

INT. POLIS MASSA - MEDICAL CENTER - DREAM

The view is strangely distorted and disorienting. Padmй is on a table in an alien medical chamber. She is giving birth and is SCREAMING.

PADMЙ
Anakin, help me! Help, Anakin! Anakin, I love you. I love you.

She SCREAMS and dies.

INT. PADME'S APARTMENT – BEDROOM - NIGHT

Anakin awakens in a panic. He is covered in sweat.
He looks over in the bed and sees Padmй sound asleep next to him. He gets out from under the sheets and sits on the side of the bed. He is breathing heavily. He puts his head in his hands and weeps. He regains his composure and leaves the room down a set of stairs.

Padmй awakens and realizes Anakin is gone.

PADMЙ
Anakin?

She gets out of bed and goes downstairs to look for him.

EXT. PADME'S APARTMENT – VERANDA - NIGHT

Anakin walks down a flight of stairs onto the large veranda. The vast city planet of Coruscant, smoldering from the battle, is spread out before him. He is distraught. Padmй descends the stairs and joins him. She takes his hand. He doesn't look at her.

PADMЙ
What's bothering you?

ANAKIN
Nothing . . .

He touches the japor snippet, which hangs around her neck.

ANAKIN (cont’d)
I remember when I gave this to you.

PADMЙ
Anakin, how long is it going to take for us to be honest with each other?

ANAKIN
It was a dream.

PADMЙ
Bad?

ANAKIN
Like the ones I used to have about my mother just before she died . . . It was about you.

They look at each other. A moment of concern passes between them.

PADMЙ
Tell me.

ANAKIN
It was only a dream.

Padmй gives him a long, worried look. Anakin takes a deep breath.

ANAKIN (cont’d)
You die in childbirth . . .

PADMЙ
And the baby?

ANAKIN
I don't know.

PADMЙ
It was only a dream.

Anakin takes her in his arms.

ANAKIN
I won't let this one become real, Padmй.

They embrace.

DISSOLVE TO:

EXT. CORUSCANT – DAY

The Jedi Temple stands in the f.g., beyond which buildings, damaged in the battle, are under repair.

INT. JEDI TEMPLE - YODA’S QUARTERS - DAY

YODA and Anakin sit on mats, deep in thought.

YODA
Premonitions . . . premonitions . . . Hmmmm . . . these visions you have . . .

ANAKIN
Every night, since I’ve returned. They are of pain, suffering, death.

YODA
Yourself you speak of, or someone you know?

ANAKIN
Someone . . .

YODA
Close to you?

Anakin’s expression confirms it. Yoda’s expression suggests he has guessed who it is.

YODA (cont’d)
Careful you must be when sensing the future, Anakin. The fear of loss is a path to the dark side.

ANAKIN
I won't let these visions come true, Master Yoda.

YODA
Death is a natural part of life. Rejoice for those around you who transform into the Force. Mourn them, do not. Miss them, do not. Attachment leads to jealousy. The shadow of greed, that is.

ANAKIN
What must I do, Master Yoda?

YODA
Train yourself to let go of everything you fear to lose.

This clearly is not what Anakin wants to hear.

INT. JEDI TEMPLE – HALLWAY - DAY

Anakin hurries down a temple hallway, heading toward a Jedi briefing room. SEVERAL JEDI are exiting.

INT. JEDI TEMPLE - BRIEFING ROOM - DAY

Anakin rushes into the briefing room, as the last of the JEDI are leaving. Only Obi-Wan remains at the front of the lecture hall. He is shutting off some holograms and electronic charts and maps.

OBI-WAN
You missed the report on the Outer Rim sieges.

ANAKIN
I'm sorry, I was held up. I have no excuse.

OBI-WAN
Are you all right? You aren’t looking well.

ANAKIN
I’ve been losing sleep. I saw Master Yoda about it.

OBI-WAN
It seems to be going around. My rest has been affected, as well.

ANAKIN
Are the sieges not going well?

OBI-WAN
On the contrary, they’re going very well. Saleucami has fallen, and Master Vos has moved his troops to Boz Pity.

ANAKIN
What's wrong then?

OBI-WAN
The Senate is expected to vote more executive powers to the Chancellor today.

ANAKIN
Well, that can only mean less deliberating and more action. It will make it easier for us to end this war.

OBI-WAN
Anakin, be careful of your friend Palpatine.

ANAKIN
Be careful of him? What are you saying?

OBI-WAN
He has requested your presence. For what, he would not say.

ANAKIN
He didn't inform the Council? That's unusual, isn't it?

OBI-WAN
All of this is unusual, and it's making me uneasy. Something is out of place. You're probably aware relations between the Council and the Chancellor are stressed as of late.

ANAKIN
I know the Council has grown wary of the Chancellor's power . . . Mine too for that matter. Aren't we all working together to save the Republic? Why all the distrust?

OBI-WAN
The Force grows dark, Anakin, and we are all affected by it. Be wary of your feelings.

INT. SENATE OFFICE BUILDING - CHANCELLOR'S OFFICE - DAY

Anakin stands with Palpatine at his window overlooking the vastness of Coruscant. A brown haze hangs over the landscape.

PALPATINE
Anakin, the Senate is considering calling on me to take direct control of the Jedi Council.

ANAKIN
The Jedi will no longer report to the Senate?

PALPATINE
They will report to me . . . personally. The Senate is too unfocused to conduct a war. This will bring a quick end to things.

ANAKIN
I agree, but the Council may not see it that way. With all due respect, sir, they are in no mood for more constitutional amendments.

PALPATINE
Thank you, my friend, but there are times when we must all endure adjustments to the constitution in the name of security. This is just such a time. I have no choice but to act . . . this war must be won.

ANAKIN
On that, everyone can agree.

PALPATINE
Perhaps not everyone. My amendment has hit . . . shall we say . . . a stumbling block.

ANAKIN
How so? Your proposals have gone through easily before. What has made this time different?

PALPATINE
Oh, a small matter of a committee chairman’s jurisdiction, but I shall soon get around it. It’s nothing for you to be concerned about.

Anakin cannot hide his concern.

PALPATINE (cont’d)
Anakin, I've known you since you were a small boy. I have advised you over the years when I could . . . I am very proud of your accomplishments. You have won many battles the Jedi thought were lost . . . and you saved my life. I hope you trust me.

ANAKIN
Of course.

PALPATINE
I need your help, son.

ANAKIN
What do you mean?

PALPATINE
I fear the Jedi. The Council keeps pushing for more control. They're shrouded in secrecy and obsessed with maintaining their autonomy . . . their ideals . . . And the Senator whose job it is to oversee them, instead gives them free reign, while obsessing with other matters. I find this simply incomprehensible in a democracy.

ANAKIN
I can assure you that the Jedi are dedicated to the values of the Republic, sir. So is everyone I know in the Senate.

PALPATINE
Nevertheless, their actions will speak more loudly than their words. I'm depending on you.

ANAKIN
For what? I don't understand.

PALPATINE
As a temporary compromise, I’ve been authorized to appoint a personal representative to the Jedi Council . . . to be the eyes, ears, and voice of the Republic.

Anakin thinks about this.

PALPATINE (cont’d)
You won’t, for now, have the full authority I hoped to grant you with this appointment, but you will be a Master.

ANAKIN
Me? A Master? I am overwhelmed, sir, but the Council elects its own members. They will never accept this.

PALPATINE
I think they will . . . they need you more than you know.

INT. SENATE HEARING ROOM - DAY

It is a familiar-looking setting, except for more ornate architecture and their being MULTIPLE SPECIES both on the committee and off. Padmй, seated at the center of the long platform, consults a holographic document, turning a page with a hand gesture. Two AIDES (former handmaidens ELLЙ and MOTEЙ) are seated behind her. Before her, in the witness seat, is a tall, slender being, a KAMINAN CLONER OFFICIAL (from Attack of the Clones). To one side of Padmй, a second hologram shows footage of burning ruins.

PADMЙ
(calmly)
I don’t doubt that the Clones are efficient. They blew the dome off, causing nearly every man, woman and child to die of asphyxiation. They retrieved their objective. Then, to make sure no one could have survived by putting on life-support, they razed the city to the ground.

She presses a switch on her console, and the second hologram deactivates.

PADMЙ (cont’d)
What I’m asking is does the Republic really need that kind of efficiency?

CLONER OFFICIAL
My Lady Chairman, please understand. The entire purpose of breeding a clone army is that they be single-minded; all dedicated to the same mission, and thorough in carrying it out. They’re conditioned to execute every order . . . with initiative . . . but without hesitation and without question.

Padmй is sitting there, looking like she can’t believe she’s hearing this.

PADMЙ
Perhaps, to go along with their initiative in carrying out orders, the Clones should be reconditioned to have some . . . critical thought.

INT. JEDI TEMPLE - COUNCIL CHAMBER - DAY

Anakin stands in the middle of the room. Surrounding him is the Jedi Council: Mace Windu, Obi-Wan, Yoda, SHAAK TI, and the holograms of PLO KOON and KI-ADI-MUNDI.

MACE
Anakin Skywalker, we have approved your appointment to the Council as the Chancellor's personal representative.

ANAKIN
I will do my best to uphold the principles of the Jedi Order.

YODA
Allow this appointment lightly, the Council does not. Disturbing is this move by Chancellor Palpatine.

ANAKIN
I understand.

MACE
You are on this Council, but we do not grant you the rank of Master.

Anakin reacts with sudden anger.

ANAKIN
What?! . . . How can you do this?! How can one be on the Council and not be a Master?! It’s outrageous! It's unfair! I'm more powerful than any of you!

Yoda reacts, but doesn’t say anything.

ANAKIN (cont’d)
Was I not chosen, by the will of the Force, to be the most powerful Jedi ever . . . to destroy the Sith and bring balance?!

The Jedi are stunned.

MACE
(sternly)
That hasn’t been decided. Don’t let it go to your head. Boasts and fits of anger will not bring balance to the Force.

ANAKIN
(calms down)
I’m sorry, Master. Forgive me.

MACE
Take a seat, young Skywalker.

Anakin goes and sits in one of the empty chairs. Everyone is embarrassed.

KI-ADI-MUNDI (holo)
We have surveyed all systems in the Republic, and have found no sign of General Grievous.

YODA
Hiding in the Outer Rim, Grievous is. The outlying systems, you must sweep.

OBI-WAN
It may take some time . . . we do not have many ships to spare.

MACE
We cannot take ships from the front line.

OBI-WAN
And yet, it would be fatal for us, if the Droid armies regroup.

YODA
Master Kenobi, our spies contact, you must, and then wait.

KI-ADI-MUNDI (holo)
What about the Droid attack on the Wookiees?

MACE
It is critical we send an assault force there, immediately!

OBI-WAN
He's right. That’s a system we cannot afford to lose.

ANAKIN
I know that system well. It would take us little time to drive the Droids off that planet.

MACE
Skywalker, your assignment is here with the Chancellor, and Kenobi must find General Grievous.

YODA
Go, I will. Good relations with the Wookiees, I have.

MACE
It is settled then. Yoda will take a battalion of Clones to reinforce the Wookiees on Kashyyyk. May the Force be with us all.

Anakin is disappointed.

INT. JEDI TEMPLE - MAIN HALLWAY AND ALCOVE - DAY

Anakin and Obi-Wan walk through one of the massive Jedi Temple hallways. Anakin is fuming.

OBI-WAN
Do you mind telling me what that was about?

ANAKIN
You know very well. I remember what was said of me, when I was younger . . . about not having a father. I researched it.

OBI-WAN
(resignedly)
So, you know.

They stop. Anakin turns to him.

ANAKIN
I know all of you are afraid of me.
That’s why you humiliate me, by putting me on the Council but refusing to make me a Master. That's never been done in the history of the Jedi!

OBI-WAN
Calm down, Anakin. You’ve been given a great honor. To be on the Council at your age . . . It's never happened before. The fact of the matter is you're too close to the Chancellor. The Council doesn't like it when he interferes in Jedi affairs.

ANAKIN
I swear to you, I didn't ask to be put on the Council . . .

OBI-WAN
But it's what you wanted! Your friendship with Chancellor Palpatine seems to have paid off.

ANAKIN
That has nothing to do with this.

OBI-WAN
Anakin, regardless of how it happened, you find yourself in a delicate situation.

ANAKIN
You mean divided loyalties . . . Master, you of all people should have confidence in my abilities. I know where my loyalties lie.

OBI-WAN
I hope so.

ANAKIN
I sense there's more to this talk than you're saying.

OBI-WAN
Anakin, the only reason the Council has approved your appointment is because the Chancellor trusts you.

Anakin stares at him.

OBI-WAN (cont’d)
Anakin, look, I am on your side. I didn't want to see you put in this situation.

ANAKIN
What situation?

OBI-WAN
(takes a deep breath)
The Council wants you to report on all of the Chancellor's dealings. They want to know what he's up to.

ANAKIN
They want me to spy on the Chancellor? That's treason!

OBI-WAN
We are at war, Anakin. The Jedi Council is sworn to uphold the principles of the Republic, even if the Chancellor does not.

ANAKIN
Why didn't the Council give me this assignment when we were in session?

OBI-WAN
This assignment is not to be on record. The Council asked me to approach you on this personally.

ANAKIN
The Chancellor is not a bad man, Obi-Wan. He befriended me. He's watched out for me ever since I arrived here.

OBI-WAN
That’s why you must help us, while there is time. Padmй is holding out for the Council, but she may not be able to for very long.

ANAKIN
Don’t tell me she’s in this with you!

OBI-WAN
No, she isn’t, Anakin. I haven’t spoken to her about it. Padmй must have had her own reasons for the compromise she made. I suspect she’s is a difficult situation as well.

Anakin’s anger subsides, but he is troubled.

EXT. CORUSCANT - REPUBLIC AVENUE – EVENING

Flanked by her two aides, Padmй walks along the busy avenue, where airborne speeders WHIZ by, and steam vents from under parts of the sidewalk. She glances at the CLONE TROOPS patrolling the area. No real need for bodyguards here. Then she hears a CRASH o.s. and looks to see . . .

INSERT – PADMЙ’S P.O.V.

TWO CLONE SOLDIERS dragging a struggling NEIMOIDIAN out of a cafй, his only crime appearing to be that he is the wrong species.

BACK TO SCENE

Ellй and Moteй see it too. Padmй turns to them.

PADMЙ
You two can go on without me. I’ll see you in the morning.

ELLЙ
But My Lady . . .

PADMЙ
I’ll be fine.

She turns and starts following the Clones. Ellй and Moteй look on with concern.
MOMENTS LATER

Padmй continues following the Clones, just far enough back to keep from getting made. The Clones turn a corner with their captive.

EXT. SIDE STREET – CONTINUOUS

The Clones drag their captive up the nearly deserted street and past a NOISY STEAM VENT. Padmй turns the corner onto the side street and starts up it. The Clones and their prisoner disappear into an alley. Passing the STEAM VENT, Padmй approaches the corner of the alley cautiously and looks.

INSERT – PADMЙ’S P.O.V. – ALLEY

The Clones throw their prisoner against the wall and start inflicting shocks with their electric batons.

BACK TO SCENE

Distressed, Padmй looks around to see that no one else is near, then she enters the alley.

A MINUTE LATER

Padmй is helping the alien out of the alley and toward the major avenue, consoling him inaudibly, as they pass the STEAM VENT. The Clones step out of the alley and head off in another direction, as if nothing happened.

EXT. PADMЙ’S APARTMENT – VERANDA - NIGHT

Padmй walks slowly onto the veranda, looking out at the city lights, deep in thought. A shadowy figure moves toward her. She senses something.

ANAKIN (O.S.)
You missed the sunset. It was beautiful.

Padmй jumps and turns around.

PADMЙ
I didn’t know you were here. You startled me.

Anakin sits down on the bench.

ANAKIN
That’s unusual for you. How are you feeling?

PADMЙ
He keeps kicking.

ANAKIN
He?! Why do you think it's a boy?

PADMЙ
(laughs)
My motherly intuition.

She sits next to him and puts his hand on her belly.

ANAKIN
Whoa! With a kick that strong, it's got to be a girl.

They laugh.

PADMЙ
I hear the Council accepted your appointment. Anakin, I'm so proud of you.

ANAKIN
I may be on the Council, but they refused to accept me as a Master.

PADMЙ
Have patience. In time, they’ll recognize your skills. You’ll earn your place among the Jedi, without a Chancellor’s decree.

ANAKIN
They still treat me as if I were a Padawan learner . . . they fear my power, that's the problem.

PADMЙ
Anakin, I don’t think that’s it.

ANAKIN
Sometimes, I wonder what's happening to the Jedi Order . . . I think this war is destroying the principles of the Republic. We’re fighting among ourselves, instead of being unified against the Separatist threat . . . And your fighting the Chancellor only encourages those who are on the wrong side.

PADMЙ
Have you ever considered that we may be on the wrong side?

ANAKIN
(suspicious)
What do you mean?

PADMЙ
You’ve been out there. You’ve seen what’s happening. What if the democracy we thought we were serving no longer exists, and the Republic has become the very evil we have been fighting to destroy?

ANAKIN
I don't believe that. And you're sounding like a Separatist sympathizer!

PADMЙ
Anakin, above all, this war represents a failure to listen.

ANAKIN
Listen to who? Enemies of the Republic? Why should we? We’re winning. Eventually, we’ll wipe them out.

PADMЙ
(stands suddenly)
But at what cost?! Anakin, will you listen to yourself? Do you know what you’re saying? Do you know that I’m seeing and hearing, day after day, what “wipe them out” truly means?

Anakin looks down, embarrassed.

ANAKIN
I didn’t mean it that way, Padmй. I know the Clone Army’s done bad things. I’m not condoning them.

PADMЙ
Then you must do something . . .

She sits next to Anakin again and touches him softly.

PADMЙ (cont’d)
You’re closer to the Chancellor, now, than anyone. With Count Dooku dead and General Grievous in hiding, I think the Separatist Leaders will agree to fair terms. If anyone can convince the Chancellor of this, it’s you. Please, please ask him to stop the fighting and let diplomacy resume.

ANAKIN
(growing angry)
Don't ask me to do that, Padmй. Make a motion in the Senate, where that kind of a request belongs. I'm not your errand boy.

He gets up to go inside.

ANAKIN (cont’d)
I'm not anyone's errand boy!

Padmй looks on in dismay.

INT. PADMЙ’S SENATE OFFICE – DAY

It is smaller but better lit than the Chancellor’s office. Seated on couches are Padmй and her fellow Senators Bail Organa, MON MOTHMA, FANG ZAR, TERR TANEEL and GIDDEAN DANU.

PADMЙ
Chancellor Palpatine is one of my oldest advisors. He was Senator from my planet, when I was Queen. He taught me nearly everything I know about the Senate. So, it’s truly hard for me to believe it has come to this, but it has. I don’t know the Chancellor anymore. He’s going down a path I cannot follow, and taking the Republic with him, I’m afraid, to a very dark place.

GIDDEAN DANU
I agree. The Constitution is in shreds. Amendment after amendment, executive directives bordering on martial law, abuse of our citizens, appointment of Governors to oversee all the star systems.

FANG ZAR
When did this happen?

BAIL
The decree was posted just this morning.

TERR TANEEL
Do you think he will dismantle the Senate?

MON MOTHMA
Why bother? As a practical matter, the Senate no longer exists, and we let it happen.

PADMЙ
We can still do some things. For example, the Chancellor’s move to take over the Jedi Council has to get through committee first. I’m doing everything I can to slow it down.

MON MOTHMA
But not to stop it. That’s because you can’t stop it.
(to the others)
The Chancellor has played the Senators well. They know where the power lies, and they will do whatever it takes to share in it . . . Which leads me to wonder as to the true motives of our Lady Chairman here.

This catches Padmй off-guard.

BAIL
(to Mon Mothma)
Senator, please don’t be disrespectful.

PADMЙ
No, it’s all right. Everyone is free to speak their mind here.
(to Mon Mothma)
Please continue, Senator.

MON MOTHMA
With all due respect, Senator Amidala, you have shared in much of the Chancellor’s power yourself. You are the youngest ever to head what, in wartime, is the most powerful committee in the Senate. Your background on Naboo partly explains it. But your record, on what’s led to the crisis we face today, is mixed at best.

PADMЙ
I did oppose this war.

MON MOTHMA
And then you supported it.

PADMЙ
I supported the Army, when it went into harm’s way. I continued to oppose and work to change the policy. But, I agree it’s no longer enough.

MON MOTHMA
Then there are your past actions, which helped Palpatine. Was it not your call for a vote of No Confidence in his predecessor, which enabled Palpatine’s rise to Chancellor?
(before she can answer)
And was it not your appointment of the Gungan as your proxy, which led to the Chancellor being given the emergency power he now abuses?

PADMЙ
Are you finished, Senator?

Mon Mothma nods.

PADMЙ (cont’d)
Then my answer may surprise you.
(lowers her eyes)
Those were decisions that I regret to this day . . . which makes me more responsible than most for making it right.
(looks straight at her)
I’m not a perfect person. But are you familiar with what’s been said about making the perfect the enemy of the good? You need me, as much as I need you, if we are to stop the Chancellor’s power-taking from becoming absolute.

BAIL
(stands, to all)
Recriminations will get us nowhere. It is time to act. Senator Mothma and I, and now Senator Amidala with us, are putting together an organization.

PADMЙ
The existence of which must be kept in the strictest confidence, until it is ready. The Chancellor is very good at finding out things. We must proceed cautiously, so as not to tip his hand, before we can counter it.

OTHERS
(overlapping)
Agreed.

BAIL
That means no discussing this with anyone, without everyone in the group agreeing. Not even with family . . . those closest to you.

OTHERS
(overlapping)
Agreed.

PADMЙ
(lowers eyes)
Agreed.

INT. CORUSCANT - GALAXIES OPERA HOUSE - NIGHT

Anakin enters Palpatine's box, where the Chancellor is sitting with his two AIDES (MAS AMEDDA and SLY-MOORE), watching the MAN CALAMARI BALLET doing "Squid Lake."

ANAKIN
You wanted to see me, Chancellor.

PALPATINE
Yes, Anakin! Come closer. I have good news. Our Clone Intelligence Units have discovered the location of General Grievous. He is hiding in the Utapau system.

ANAKIN
At last, we'll be able to capture that monster and end this war.

PALPATINE
I would worry about the collective wisdom of the Council, if they didn't select you for this assignment. You are the best choice by far . . . but they can't always be trusted to do the right thing.

ANAKIN
They try.

PALPATINE
Sit with me.
(to his aides)
Leave us.

The aides leave, as Anakin sits next to Palpatine. The Chancellor turns his head and leans over to Anakin.

PALPATINE (cont’d)
Anakin, you know I'm not able to rely on the Jedi Council. If they haven't included you in their plot, they soon will.

ANAKIN
I'm not sure I understand.

PALPATINE
You must sense what I have come to suspect . . . the Jedi Council want control of the Republic . . . they're planning to betray me.

ANAKIN
I don't think . . .

PALPATINE
Anakin, search your feelings. You know, don't you?

ANAKIN
I know they don't trust you . . .

PALPATINE
Or the Senate . . . or the Republic . . . or democracy for that matter.

ANAKIN
I have to admit my trust in them has been shaken.

PALPATINE
Why? They asked you to do something that made you feel dishonest, didn't they?

Anakin doesn't say anything. He simply looks down.

PALPATINE (cont’d)
They asked you to spy on me, didn't they?

ANAKIN
I don't know . . . I don't know what to say.

PALPATINE
Remember back to your early teachings, Anakin. "All those who gain power are afraid to lose it." Even the Jedi.

ANAKIN
The Jedi use their power for good.

PALPATINE
Good is a point of view, Anakin. And the Jedi point of view is not the only valid one. The Dark Lords of the Sith believe in security and justice also, yet they are considered by the Jedi to be . . .

ANAKIN
Evil.

PALPATINE
From a Jedi's point of view.

ANAKIN
I thought only the Jedi knew of the Sith.

PALPATINE
It is my business to know also . . . to run the Republic. The Sith and the Jedi are similar in almost every way, including their quest for greater power. The difference between the two is the Sith are not afraid of the Dark Side of the Force. That is why they are more powerful.

ANAKIN
The Sith rely on their passion for their strength. They think inward, only about themselves.

PALPATINE
And the Jedi don't?

ANAKIN
The Jedi are selfless . . . they only care about others.

PALPATINE
(smiles)
Or so you've been trained to believe. Why is it, then, that they have asked you to do something you feel is wrong?

ANAKIN
I'm not sure it's wrong.

PALPATINE
Have they asked you to betray the Jedi code? The Constitution? A friendship? Your own values? Think. Consider their motives. Keep your mind clear of assumptions. The fear of losing power is a weakness of both the Jedi and the Sith.

Anakin is deep in thought.

PALPATINE (cont’d)
Did you ever hear the tragedy of Darth Plagueis "the wise"?

ANAKIN
No.

PALPATINE
I thought not. It's not a story the Jedi would tell you. It's a Sith legend. Darth Plagueis was a Dark Lord of the Sith, so powerful and so wise, he could use the Force to influence the midi-chlorians to create life.

He lets that sink in. Anakin turns to him questioningly.

PALPATINE (cont’d)
Plagueis had such a knowledge of the Dark Side that he could even keep the ones he cared about from dying.

ANAKIN
He could actually save people from death?

PALPATINE
The Dark Side of the Force is a pathway to many abilities some consider to be unnatural.

ANAKIN
What happened to him?

PALPATINE
He became so powerful . . . the only thing he was afraid of was losing his power, which eventually, of course, he did. Unfortunately, he taught his apprentice everything he knew, then his apprentice killed him in his sleep.
(smiles)
Plagueis never saw it coming. It's ironic he could save others from death, but not himself.

ANAKIN
Is it possible to learn this power?

PALPATINE
Not from a Jedi.

EXT. KASHYYYK - DAY

A Wookiee Catamaran flanked by Wookiee Helicopters approaches the tree housing the hologram area.

INT. KASHYYYK - HOLOGRAM AREA - DAY

Yoda and various Jedi speak via hologram. The discus-sion includes Obi-Wan, Mace, Anakin, Ki-Adi-Mundi, Plo Koon, Shaak Ti and AGEN KOLAR.

KI-ADI-MUNDI (holo)
Palpatine thinks General Grievous is on Utapau. We have had no reports of this from our agents.

MACE (holo)
How could the Chancellor have come by this information, and we know nothing about it? We’ve had contact with Baron Papanoida, and he said no one was there.

ANAKIN (holo)
A partial message was intercepted in a diplomatic packet from the Chairman of Utapau.

YODA
Act on this, we must. The capture of General Grievous will end this war. Quickly and decisively, we should proceed.

INT. JEDI TEMPLE – COUNCIL CHAMBER – SAME TIME

OBI-WAN
Does everyone agree?

All the Jedi concur.

ANAKIN
The Chancellor has requested that I lead the campaign.

They all look at Anakin, a bit disturbed.

MACE
(peeved)
The Council will make up its own mind who is to go, not the Chancellor.

KI-ADI-MUNDI (holo)
Yes, this decision is ours to make.

Anakin is embarrassed and becomes sullen.

YODA (holo)
A Master is needed, with more experience.

MACE
Given our resources, I recommend we send only one Jedi . . . Master Kenobi.

ANAKIN
He was not so successful the last time he met Grievous.

Obi-Wan throws Anakin a dirty look.

ANAKIN (cont’d)
No offense, My Master. I'm only stating a fact.

OBI-WAN
Oh, no, you're quite right, but I do have the most experience with his ways of combat.

YODA (holo)
Obi-Wan, my choice is.

KI-ADI-MUNDI (holo)
I concur. Master Kenobi should go.

MACE
I agree.

Other Jedi concur.

MACE (cont’d)
Very well. Council is adjourned.

Anakin is angry.

INT. KASHYYYK - HOLOGRAM AREA – SAME TIME

Yoda gets out of his chair and walks to the edge of the platform.

CLONE COMMANDER GREE
The Droids have started up their main power generators.

YODA
Then now the time is, Commander.

CLONE COMMANDER GREE
Yes, sir.

EXT. KASHYYYK - BEACH HEAD - DAY

A WOOKIEE CHIEFTAIN lets out a ROAR, as the WOOKIEE ARMY rushes to face the DROID ARMY. CORPORATE ALLIANCE TANK DROIDS race across the water against the WOOKIEES and CLONE TROOPERS on the beach. DROID GUNSHIPS provide air support, while a SPIDER DROID emerges from the watery depths. A brave WOOKIEE places an explosive on a SEPARATIST TANK and jumps off just before the tank EXPLODES.

From the hologram area, Yoda observes the ongoing battle.

INT. CORUSCANT – PADMЙ’S OFFICE – DAY

Padmй is seated at her desk, working. A light flashes on her computer console’s comlink. She presses it, and a small hologram of Moteй appears over it.

MOTEЙ (holo)
Captain Typho is here to see you, My Lady.

PADMЙ
I wasn’t expecting him . . . That’s all right. Send him in.

The hologram disappears. CAPTAIN TYPHO (Padmй’s security chief from The Phantom Menace) enters the office.

PADMЙ (cont’d)
Captain, this is a surprise. Has something happened?

CAPTAIN TYPHO
Well, yes. I’ve been called back to Naboo temporarily, to conduct training for our new security personnel.

PADMЙ
That’s wonderful. You should enjoy that.

CAPTAIN TYPHO
Yes, My Lady, however . . . I’m concerned for your safety.

PADMЙ
Don’t be. There hasn’t been an attack on Coruscant, since the kidnapping of the Chancellor. Considering how it turned out, I doubt the Separatists will try anything like that again . . . It still puzzles me why they did it in the first place.

CAPTAIN TYPHO
It seems that the Queen shares your sentiment. Nevertheless, you should keep Ellй and Moteй close to you. And for emergencies, if I can’t get back in time, perhaps you should call on that Jedi who protected you before, Anakin Skywalker. You certainly should not be going off in the back streets of the city by yourself.

Annoyed, Padmй activates the comlink.

PADMЙ
Ellй, Moteй, would you come in here, please?

Her two aides enter the office.

PADMЙ (cont’d)
Word of my extracurricular activities gets around.

ELLЙ
We’re sorry, My Lady, but what you did was very dangerous. Those Clones might have killed you.

PADMЙ
You just have to know how to talk to them.

CAPTAIN TYPHO
This isn’t a joke, My Lady. You should be taking personal security more seriously. It isn’t just your unofficial activities, but your official ones that are endangering you. The next attempt on your life may not come from a vengeful Viceroy. My Lady, may I ask you a personal question?

PADMЙ
You may ask, but whether or not I answer will depend on what it is.

CAPTAIN TYPHO
Sabй’s death was a terrible loss, for all of us . . . but, I imagine, for you especially. How did you feel about what happened to her?

PADMЙ
(lowers her eyes)
She was like a twin sister to me. It was like . . . a part of me died on the landing platform that day . . . like it should have been me.

CAPTAIN TYPHO
Survivor’s guilt is common, but also misplaced.

MOTEЙ
That’s right, My Lady. Sabй was doing her duty, not just for you, but for our world.

PADMЙ
I know that. I just can’t help feeling that no one else should have to die in my place.

She looks up at the others and notes their worried expressions.

PADMЙ (cont’d)
But I’ll do as you ask . . . and don’t worry. I don’t plan on dying anytime soon.

INT. POLIS MASSA - MEDICAL CENTER - DREAM

The images are clearer this time. Padmй, her clothes bloody, CALLS OUT in pain. Obi-Wan, distraught and with burns on his face, is near her and softly speaks to her.

OBI-WAN
Save your energy.

PADMЙ
I can't . . .

OBI-WAN
Don't give up, Padmй. Don't give up . . .

INT. PADMЙ'S APARTMENT - LIVING ROOM - EARLY MORNING

Anakin is seated on one of the couches, looking troubled. Padmй crosses behind him, tending the plants.

ANAKIN
I sense someone familiar . . . Has Obi-Wan been here?

PADMЙ
Not recently.

ANAKIN
Have you seen him anywhere?

PADMЙ
Since you and he got back? Only in official briefings. Why?

ANAKIN
Then it may be the future I’m sensing.

PADMЙ
(turns to him)
Anakin, you’re beginning to frighten me. What is it?

ANAKIN
It’s nothing.

Padmй sits down with him.

PADMЙ
Don't do this . . . don't shut me out. Let me help you.

ANAKIN
Very well. It’s about you. You’ve been reaching home later and later.

PADMЙ
You’ve been coming here early to check on me?

ANAKIN
I’m afraid for you and the baby, that’s all. You haven’t been looking well.

PADMЙ
I’m fine. It’s only that I have work to finish, before leaving for Naboo, as we planned.

ANAKIN
I thought we planned for you to start putting a hold on that part of your life . . . to begin distancing yourself from the conflicts in the Senate.

PADMЙ
I thought so, as well, but the Chancellor’s latest moves are making that impossible.

ANAKIN
The other night you said this baby was going to change our lives. Our lives are changing, but not the way I expected. You wouldn’t have me risk my life as a Jedi for you, but now you’re risking it, and, I fear, your own life and the baby’s as well. You don’t need to. I assure you, the Republic is in good hands.

PADMЙ
Need I remind you what happened the last time I went away assured the Republic was in good hands?

There is an uncomfortable pause. She embraces him.

PADMЙ (cont’d)
Ani, I know you don’t approve of me opposing Palpatine’s policies, but believe me when I tell you that it’s for us and our child.

ANAKIN
I believe that you believe that. And I know that, once you set your mind to something, I’d be a fool to try to stop you.

He grabs hold of her.

ANAKIN (cont’d)
But I’ve found a way to save you.

PADMЙ
Save me?

ANAKIN
From my nightmares.

PADMЙ
Is that what’s bothering you?

ANAKIN
I won't lose you, Padmй.

PADMЙ
You won’t. The best medical facilities in the Galaxy are right here on Coruscant. I’ll go, even though it risks exposure. I'm not going to die in childbirth, Ani, I promise you.

ANAKIN
No, I promise you! I’m becoming so powerful with my new knowledge of the Force, that I’ll be able to keep you from dying.

Padmй is stunned.

PADMЙ
You would use the Force in that way . . . Tell me . . . if your nightmares came true . . . if I were dying of something the medics couldn't cure, would you be able to cure it? Or would you just keep me alive?

ANAKIN
I don't know . . . Does it matter? You'll be alive, and you'll be with me.

PADMЙ
There’s something you’re not telling me.

ANAKIN
(low)
I sense there are things you’re not telling me.

Padmй breaks his embrace and gets up.

PADMЙ
Anakin, stop this! Something’s happening to you . . . something dark that’s making me afraid of you . . . Please . . . talk to me about it.

Anakin looks down, embarrassed.

ANAKIN
I’m sorry, Padmй. I didn’t mean to cause fear in you. I would never hurt you. I don’t know what’s happening to me . . . I feel . . . lost.

PADMЙ
Lost? What do you mean? You're always so sure of yourself. I don’t understand.

ANAKIN
I don’t know who I am anymore . . . or where I came from. I don’t think Obi-Wan and the Council do either. They don't trust me.

PADMЙ
They trust you with their lives. Obi-Wan loves you like a son. He can help us. We should confide in him . . . tell him everything.

ANAKIN
(stands suddenly)
No! Obi-Wan is a Jedi, first. He’d turn me over to the Council. It’s just the excuse they would need to have me expelled from the Order!

PADMЙ
Knowing what would happen if he did, Obi-Wan wouldn’t do that. We can trust him. I know we can.

ANAKIN
If you would stop obstructing the Chancellor, then we wouldn’t need to trust Obi-Wan. The Council wouldn’t be able to do anything to me then.

PADMЙ
True. But do you really think it would be fair?

ANAKIN
(looks down again)
No . . . Something's happening . . . I'm not the Jedi I should be. I’m one of the most powerful, but am not satisfied . . . I want more. I believe I’m destined for more, that I’ll need it to protect you and for you to continue loving me, even though I know it’s wrong.

PADMЙ
You expect too much of yourself.
(embraces him)
You don't need more power, Anakin. I believe you can protect me, against anything, just as you are . . . and . . . even if something were to happen to me, I’ll love you all the same.

They kiss.

ANAKIN
I won’t let anything happen to you, Padmй. By the Force, I won’t let you die. When my power is complete, you’ll see.

This leaves Padmй shaken.

EXT. PADMЙ’S APARTMENT – VERANDA – EARLY MORNING

Anakin TAKES OFF on his speeder bike.

INT. APARTMENT BUILDING – ELEVATOR – EARLY MORNING

Padmй descends in the glass elevator, watching the city rise before her, deeply troubled. She turns around, as the elevator comes to rest in an enclosed lobby.

INSERT - PADMЙ’S P.O.V.

The elevator door slides open. Directly in front of her, in the elevator lobby, Padmй’s two aides are picking someone up off the floor. It is Obi-Wan, whom they apparently subdued just moments before.

INT. ELEVATOR LOBBY - CONTINUOUS

Surprised, Padmй steps out of the elevator, as Ellй helps Obi-Wan to his feet, and Moteй hands his light saber back to him. Obi-Wan looks embarrassed.

PADMЙ
(laughs)
Sorry.

INT. PADMЙ'S APARTMENT - LIVING ROOM – MINUTES LATER

Padmй and Obi-Wan are seated on the same couch where Anakin was earlier. They are holding drink cups.

PADMЙ
How were they able to take you down?

OBI-WAN
I’ve fought everything from Battle Droids to Dark Lords, but never Naboo women. They took me completely by surprise.

PADMЙ
(softly)
I won’t tell anyone. Next time, announce yourself.

OBI-WAN
Thank you. I’ll keep that in mind.

Padmй drinks from her cup.

OBI-WAN (cont’d)
Has Anakin been to see you?

Padmй chokes on her drink and coughs.

PADMЙ
Several times . . . Excuse me . . . I was so happy to hear he was accepted on the Jedi Council, though I wish the circumstances were different.

OBI-WAN
I know . . . but you needn’t worry. The Council holds none of it against you, and they appreciate everything you’re doing for them. Regardless of how Anakin was appointed, he deserves it. He’s impatient, strong willed, very opinionated, but truly gifted. He has made the meetings livelier.

They laugh.

PADMЙ
You're not just here to say hello. Something is wrong, isn't it? Something personal that couldn’t wait.

OBI-WAN
You should be a Jedi, Padmй.

PADMЙ
You're not very good at hiding your feelings.

OBI-WAN
It's Anakin . . . He's becoming moody and detached. He's been put in a difficult position as the Chancellor's representative . . . But I think it's more than that. I was hoping he may have talked to you . . . that he may have said something . . . unusual.

PADMЙ
(staring at him)
Are my feelings so transparent?

OBI-WAN (cont’d)
Neither of you is very good at hiding your feelings either. It’s obvious the two of you are in love.

Padmй sets her cup down next to a pitcher on the low table, stands and walks to the balcony in thought. Obi-Wan sets his down and follows partway.

OBI-WAN (cont’d)
I won’t say anything to the Council. We’re all friends here. You can trust me.

Padmй looks out over the city.

PADMЙ
Thank you, Obi-Wan. I know we can. I’m sorry we didn’t tell you originally. We would have, but we didn’t want to burden you with a secret.

OBI-WAN
That’s quite all right. I understand.

PADMЙ
You asked if he said anything unusual . . . He did. He sensed you had been here. You hadn’t, but you’re here now. Then . . .
(turns around)
He said that he’s developing a new power, which he believes he’ll have to use to save me from an untimely death.

Obi-Wan is stunned.

PADMЙ (cont’d)
I’ve never heard of the Jedi teaching anything like that. From where could he be learning it? From whom? . . . You don't have to answer. Just help him. He won’t let me.

Obi-Wan nods with troubled understanding.

OBI-WAN (cont’d)
I’ll be careful what I say to Anakin. The same for the Council.

He turns to leave then stops.

OBI-WAN (cont’d)
I once tried to dissuade Anakin from becoming involved with you, by telling him that you’re a politician, and politicians are not to be trusted. He told me you were different . . . He was right. I was wrong. You’re doing the right thing, Padmй. It’s not a betrayal.

PADMЙ
Obi-Wan . . . thank you. That means a lot to me.

EXT. CORUSCANT - CLONE LANDING PLATFORM - DAY

Anakin and Obi-Wan walk onto a landing platform overlooking a docking bay where THOUSANDS OF CLONE TROOPS and armored weapons, tanks, etc., are being loaded onto a massive Republic assault ship.

ANAKIN
You're going to need me on this one, Master.

OBI-WAN
Oh, I agree. However, it may turn out just to be a wild bantha chase.
(studies him)
Something else is on your mind.

Anakin lowers his eyes for a moment.

ANAKIN
Yes, Master, I've disappointed you. I have not been very appreciative of your training . . . I have been arrogant and I apologize . . . I've just been so frustrated with the Council. Your friendship means everything to me.

OBI-WAN
You are strong and wise, Anakin, and I’m very proud of you. I’ve trained you since you were a small boy. I’ve taught you everything I know. I’ve watched you become a far greater Jedi than I could ever hope to be, and you’ve saved my life more times than I can remember. I believe you may very well be the Chosen One. Just be patient, Anakin.

ANAKIN
I will be patient, Master.

OBI-WAN
And you must take great care. I believe what’s been happening to you is a symptom of something larger affecting us all. Remember my mentioning the Force growing dark? It is the growing imbalance, the change in the Force, that’s affecting us, each in our own way. Our strength with the Force is becoming our weakness. We are in danger, Anakin.

ANAKIN
I know we are, Master . . . from the enemies of the Republic.

OBI-WAN
But also from ourselves . . . including myself. I can feel it. A Jedi is not supposed to fear, but I fear for the Jedi Order. We must support and help each other, if we are to survive this. When I get back, let’s work together on it.

Anakin looks at Obi-Wan suspiciously.

ANAKIN
(feigns sincerity)
Yes, that is a good idea, Master. We will work on it.

OBI-WAN
In the meantime, may the Force be with you, Anakin.

ANAKIN
May the Force be with you, Obi-Wan.

Obi-Wan turns and starts down the ramp. Anakin watches him depart.

EXT. CLONE LANDING PLATFORM – MINUTES LATER

The Republic Cruiser LIFTS OFF and heads for space.

INT. REPUBLIC BATTLE CRUISER – GENERAL’S QUARTERS – SAME TIME

Obi-Wan is strapped into his seat, during the LAUNCH. In the window behind him, the atmosphere gives way to space. Obi-Wan looks despondent.

OBI-WAN
(under his breath)
You have no intention of letting either me or Padmй help you.

He unstraps himself, leans forward, and activates the console.

INT. CORUSCANT – MEDICAL CENTER – SAME TIME

Padmй approaches the MEDICAL DROID at the front desk.

MEDICAL DROID
Can I help you?

PADMЙ
(hand in front of her chest)
Yes, please. I was hoping you could fit me in this morning for a long overdue checkup. My schedule is likely to become very busy and unpredictable for a while.

INT. JEDI TEMPLE – WAR ROOM – DAY

Mace and the holograms of Ki-Adi-Mundi, Yoda and Obi-Wan are seated at a large table. Above it is a holographic map of the war zones and troop movements amongst the star systems. Yet, at the moment, they are not talking about the map.

KI-ADI-MUNDI (holo)
(to Obi-Wan)
May we ask how you’ve come to know this?

OBI-WAN (holo)
That, I cannot say.

YODA (holo)
Sensed it, we all have . . .

Obi-Wan's hologram tenses up.

YODA (holo) (cont’d)
Too much under the sway of the Chancellor, young Skywalker is. Much anger there is in him . . . too much pride in his powers.

Obi-Wan's hologram relaxes.

MACE
It was mistake putting those two together. The boy can’t handle it.

OBI-WAN (holo)
With all due respect, Master, is Anakin not the Chosen One? Is he not to destroy the Sith and bring balance to the Force?

MACE
So the prophecy says.

YODA (holo)
A prophecy . . . that misread could have been.

MACE
(to all)
I sense a plot to destroy the Jedi. The Dark Side of the Force surrounds the Chancellor. If he does not give up his emergency powers after the destruction of Grievous, then he should be removed from office.

Obi-Wan's hologram looks sorry that he brought this up.

OBI-WAN (holo)
That could be dangerous . . . the Jedi Council would have to take control of the Senate in order to secure a peaceful transition. I do not like that idea.

KI-ADI-MUNDI (holo)
We should wait. Word has spread very fast that there’s an insurgent movement in the Senate that could make this issue moot.

MACE
There is. They just announced it today. But I’m not holding out any hope for politicians solving this crisis. We must be ready to act.

YODA (holo)
To a dark place this line of thought will carry us. Hmmmmm . . . great care we must take.

EXT. CORUSCANT – SENATE OFFICE BUILDING – LANDING PLATFORM - LATE AFTERNOON

A transport lands, and Chancellor Palpatine emerges with FOUR REPUBLIC GUARDS and Mas Amedda. The guards move off in another direction, as Palpatine greets Anakin, who has been waiting for him.

PALPATINE
Well, Anakin, did you see your friend off?

ANAKIN
He will soon have Grievous' head.

PALPATINE
We can only hope the Council didn't make a mistake.

ANAKIN
The Council was very sure in its decision.

PALPATINE
There are rumors in the Senate about Master Kenobi. Many believe he is not fit for this assignment.

ANAKIN
Excuse me, sir, but why would anyone think that?

They exit the landing platform and walk toward the building entrance.

PALPATINE
They say his mind has become fogged by the influence of a certain female Senator . . . the one he reports to as a Jedi liaison. It is said there is another kind of liaison going on between them.

This disturbs Anakin.

PALPATINE (cont’d)
Were it to be true, both of them would be having significant conflicts of interest.

ANAKIN
With all due respect, Chancellor, I don’t believe Obi-Wan would do such a thing . . . or Senator Amidala, for that matter, from what I know of her.

PALPATINE
Are you sure about that? Search your feelings. Haven’t you been sensing things about your friend?

This disturbs Anakin even more, as they enter the grand hallway.

PALPATINE (cont’d)
As for Senator Amidala, it would appear she’s been keeping us distracted with her hold on the Jedi Council, while, at the same time, engineering something else behind our backs.

ANAKIN
What do you mean?

PALPATINE
These are unstable times for the Republic, Anakin. Some see instability as an opportunity.

ANAKIN
An opportunity . . . for what?

They stop. Palaptine turns to Anakin.

PALPATINE
For power . . . for betrayal.

ANAKIN
Not Senator Amidala. I know you and she have differences, but they are honest ones. I don’t believe she would ever betray the Republic.

PALPATINE
Let us hope you are correct.

They continue on.

INT. CHANCELLOR'S OFFICE - SUNSET

Palpatine listens to a delegation, which includes Padmй, Fang Zar, and FOUR OTHER SENATORS. A holo-graphic document panel, showing a thick petition with multiple written signatures, lays near the edge of the desk. Anakin stands to one side of Palpatine.

PALPATINE
I understand your reservations completely, Senator, and I assure you the appointment of Governors will in no way compete with the duties of the Senate.

PADMЙ
May I take it then, that there will be no further amendments to the Constitution?

PALPATINE
I want this terrible conflict to end as much as you do, My Lady, and when it does, I guarantee an immediate return to democracy.

PADMЙ
You are pursuing a diplomatic solution to the war, then?

PALPATINE
You must trust me to do the right things, Senator. That is why I am here.

PADMЙ
That is hardly an answer, Chancellor.

PALPATINE
It is the answer, the way I see it. And you are treading on dangerous ground.

FANG ZAR
(alarmed)
Surely, you’re not suggesting-

ANAKIN
(interrupting)
The Chancellor means it would be dangerous for the Republic, were he to discuss, at this time, his plans for ending the war.

PALPATINE
(to Anakin)
Well said.

PADMЙ
(annoyed, to Anakin)
If, by that, the Chancellor means someone in this room would betray the Republic, by making such plans known to the Separatists, he should make the accusation himself.

PALPATINE
We must take every precaution.
(before she can reply)
In any event, I might be more amenable to your demands, if you would be more cooperative in the matter of control of the Jedi Council. Your apparent obsession with investigating the Clone Army has left my proposal hanging in orbit, shall we say.

PADMЙ
Where it will remain, until I receive better assurances than those you have given.

PALPATINE
I sense you may be feeling that I’m taking away something that is yours.
(aside)
And you may miss your regular meetings with your friend, General Obi-Wan Kenobi.

Anakin’s eyes react.

PALPATINE (cont’d)
But, My Lady, please understand-

PADMЙ
(interrupting, eyes narrow)
I’ve seen what the Army does under your direct control. Will the Jedi do the same?

She checks Anakin’s reaction. He doesn’t look at her.

PALPATINE
Let me make a suggestion. Were you to resume hearings on the Jedi, I think you would discover some of their ways to be far more dangerous to the Republic than a few rogue Clone units.

Padmй flashes Anakin a frustrated look then sets her eyes back on Palpatine.

PADMЙ
I hoped we could have come to an agreement, which could have avoided our forcing the issue in the full Senate. But, since you are obviously unwilling to negotiate in good faith, you leave us no choice.
(retrieves the document panel)
Our petition is going in immediately. Please change your mind . . . quickly.
(stands)
The Delegation of Two Thousand thanks the Chancellor.

She turns and leaves with the other Senators, who look at each other, a bit stunned.

PALPATINE
(after they’re gone)
And she and I used to get along so well.

Anakin looks at him strangely.

EXT. UTAPAU - SPACE

A hyperspace ring materializes, and Obi-Wan’s blue Jedi fighter BLASTS out of it, heading for the planet Utapau. The fighter skims over the planet's surface, flat except for a few giant sinkholes.

EXT. UTAPAU - LANDING PLATFORM - DAY

Obi-Wan lands his ship on a platform projecting out of the side of a giant sinkhole. All is quiet. For the moment it is just him and his new Astro Droid (R4-G9). Then a local administrator, TION MEDON, comes out to greet the ship. Obi-Wan climbs out of his fighter, as a SHORT GROUND CREW approaches and looks it over.

On a ledge above the landing platform, GRIEVOUS' NEW BODYGUARDS watch, as Obi-Wan talks to Tion Medon.

TION MEDON
Greetings, young Jedi. What brings you to our remote sanctuary?

OBI-WAN
Unfortunately, the war.

TION MEDON
There is no war here, unless you've brought it with you.

OBI-WAN
With your kind permission, I should like some fuel and to use your city as a base, as I search nearby systems for General Grievous.

MORE GROUND CREW rush out and refuel Obi-Wan’s fighter. Tion Medon leans close to Obi-Wan and speaks quietly.

TION MEDON
He is here. We are being held hostage. They are watching us.

OBI-WAN
I understand.

TION MEDON
The tenth level . . . thousands of Battle Droids . . .

OBI-WAN
Tell your people to take shelter. If you have warriors, now is the time . . . Thank you for the message you sent.

TION MEDON
Message?

OBI-WAN
The one in the diplomatic packet.

TION MEDON
We never had a chance to send one.

Dismayed, Obi-Wan starts back toward his Starfighter, as Tion Medon leaves the landing platform. Greivous’ bodyguards retreat from the overhead platform. Obi-Wan climbs back into his fighter. R4-G9 turns to him.

OBI-WAN (cont’d)
Geenine, take the Fighter back to the ship. I'm staying here. Tell Cody I've made contact.

The little Astro Droid BEEPS a reply.

EXT. UTAPAU - OBSERVATION DECK - DAY

From a high balcony, Grievous’ bodyguards watch the blue Jedi fighter TAKE OFF.

INT. LANDING PLATFORM – HALLWAY – SAME TIME

Obi-Wan also watches his ship TAKE OFF. He is hiding in the hallway. He quietly moves into the city.

INT. CITY - DAY

Obi-Wan makes his way through the city, looking up at the tenth level with electro-binoculars from his utility belt. He tries to figure out how he is going to get up there. He hears strange BELLOWING CRIES and investigates. He comes across a corral filled with about half a dozen DRAGON-LIKE LIZARDS. SEVERAL WRANGLERS are standing around. Obi-Wan walks up to the wranglers and uses the Force with his slight hand movements.

OBI-WAN
I need transportation.

WRANGLER
(subtitled, in native tongue)
You need transportation.

OBI-WAN
Get it for me.

WRANGLER
(subtitled, in native tongue)
I will get it for you.

One of the WRANGLERS turns to the others and CHATTERS away in his strange tongue. Obi-Wan walks along the line of dragon/lizards, checking out each one. He looks at their teeth, legs, etc. Finally, he pats one on the neck.

OBI-WAN
This one.

The wrangler brings the chosen one out of its stall.

WRANGLER
Boga. She answers to Boga.

OBI-WAN
Good girl, Boga.

Obi-Wan swings onto the back of the lizard. The beast rears up and scurries outside to the edge of the sinkhole. Obi-Wan rides her like a native.

EXT. SINKHOLE WALL – LIZARD - DAY

The lizard Boga rears up on her hind legs again, then climbs the wall of the sheer cliff and starts moving up toward the tenth level. The city appears to be deserted. Obi-Wan is alert to any movement.

INT. CONFERENCE ROOM - GRAND CHAMBER – SAME TIME

General Grievous stands before the SEVEN-MEMBER COUNCIL OF SEPARATISTS, including the Neimodians NUTE GUNRAY and RUNE HAAKO.

GENERAL GRIEVOUS
It won't be long, before the armies of the Republic track us here. Our Lord Sidious is sending you to the Mustafar system in the Outer Rim. It is a volcanic planet, which generates a great deal of scanning interference. You will be safe there.

NUTE GUNRAY
Safe? Chancellor Palpatine managed to escape your grip, General.

Having just entered, Obi-Wan comes upon a hiding place above the assembly. He waits.

NUTE GUNRAY (cont’d)
Without Count Dooku, I have doubts about your ability, or of that phantom you serve, to keep us safe.

GENERAL GRIEVOUS
Be thankful, Viceroy, you have not found yourself in my grip . . .
Your ship is waiting.

Obi-Wan is deep in thought.

INT. TENTH LEVEL - CONTROL CENTER - DAY

The Jedi removes his cloak and jumps down behind the General.

OBI-WAN
Hello, there!

GENERAL GRIEVOUS
General Kenobi, you are a bold one. I find your behavior bewildering . . . Surely you realize attempting to fight me here will mean your doom.

About a HUNDRED BATTLE DROIDS surround Obi-Wan, General Grievous, and his bodyguards. Obi-Wan looks around, then walks right up to General Grievous. They stare at each other for a moment.

GENERAL GRIEVOUS (cont’d)
Enough of this.

The bodyguards raise their power staffs to knock Obi-Wan away, but he ducks, as the deadly staffs whistle over his head. The Jedi's light saber ignites, and Obi-Wan deftly cuts one bodyguard in two. His staff flies into the air and is caught by General Grievous. The other three bodyguards attack Obi-Wan with an intense fury.

Obi-Wan uses the Force to release a piece of equipment from the ceiling. It drops on the bodyguards, smashing them. Obi-Wan walks toward Grievous, slashing the last Bodyguard to pieces.

GENERAL GRIEVOUS
Impressive, Kenobi, but it will not save you.

Battle Droids move in.

GENERAL GRIEVOUS (cont’d)
(to Droids)
Back away. I shall deal with this one myself.

OBI-WAN
Your move, General.

GENERAL GRIEVOUS
You are a fool to have come! I have been trained in your Jedi arts by Count Dooku himself. Attack, Kenobi!

His arms separate and grab all four light sabers on his belt. His four arms create a flashing display of swordsmanship.

OBI-WAN
You forget I trained the Jedi who defeated Dooku!

Obi-Wan is hard-pressed to defend himself against the deadly onslaught. They fight across the control room as BATTLE DROID SHARPSHOOTERS try to pick off the Jedi. Obi-Wan mounts a ferocious counterattack and cuts off one of Grievous’ hands. A loud EXPLOSION is heard echoing throughout the sinkhole. General Grievous and Obi-Wan glance to the entrance of the control center and see CLONE TROOPS in the distance, attacking DROIDS in the sinkhole. On the far wall of the sinkhole, CLONES can be seen rappelling onto balconies.

OBI-WAN (cont’d)
I may not defeat your Droids, but my troops certainly will.

GENERAL GRIEVOUS
Army or not, you must realize you will not survive this battle.

OBI-WAN
I’m an optimist.

TWENTY CLONES suddenly rappel into the entrance of the control center, ray guns BLAZING. Chaos. LASER BOLTS fly everywhere, as the Droids return FIRE. Obi-Wan attacks General Grievous, who defends himself rigorously with one of his bodyguard's electro-staffs. Obi-Wan uses the Force to hurl General Grievous backwards. He falls onto a lower platform, and Obi-Wan jumps down after him.

The Jedi cuts down several Droids, as he races to the control center entrance. He spots General Grievous racing toward one of the landing platforms in the midst of the battle. Grievous jumps onto a wheel scooter and takes off down the sinkhole wall. Obi-Wan whistles for his lizard Boga, who runs to him. He jumps on.

EXT. CLIFF AND LANDING PLATFORM - DAY

The chase begins. Obi-Wan drops his light saber while riding Boga.

EXT. SENATE ARENA – EVENING

The sky has darkened, but the lights are on in and around the massive, elliptical Senate arena, which stands atop the many times more massive Senate Office Building.

INT. SENATE CHAMBER – EVENING

There is lots of ACTIVITY in the vast chamber, which has been thrown into a rare night session. Mon Mothma is talking inaudibly with several OTHER SENATORS in one of the pods. Padmй and Bail meet behind another pod.

BAIL
I have four more.

PADMЙ
So have I.

BAIL
That’s a gain of over a hundred, so far. How are you holding up?

PADMЙ
(like we’ve never seen her)
Better than I have in years! Better than I could ever have hoped! A terrible weight is finally being lifted. There’s no need to worry about my . . . condition.

Bail does, indeed, look worried. Padmй moves closer to him.

PADMЙ (cont’d)
At last, we’re doing something worthwhile again . . . what our people sent us here to do . . . for their children to have a future. That’s where the real power lies. The Senate is realizing that following a Chancellor who destroys our Republic in the name of saving it isn’t our only choice. To truly save it . . . to gain the influence to win the peace, once this war ends, will take a new governing coalition . . .
(touches him softly)
One for which you, Bail, deserve the credit.

BAIL
It will be a tenuous one. Keeping it together will mean many compromises.

PADMЙ
I know, but what else can we do? That’s the price of democracy, and I’m willing to pay it.

BAIL
(looks around)
It’s strange the Chancellor isn’t here opposing this.

PADMЙ
Perhaps he knows he has lost.

She turns to go talk to more Senators.

INT. CORUSCANT - CHANCELLOR'S OFFICE - EVENING

Anakin brings news to Palpatine.

ANAKIN
Chancellor, we have just received a report from Master Kenobi. He has engaged General Grievous.

PALPATINE
We can only hope that Master Kenobi is up to the challenge.

ANAKIN
I should be there with him . . . Shouldn’t you be somewhere too, Chancellor? It seems that the Senate has started without you.

PALPATINE
I have more important matters to tend to . . . you for instance.

ANAKIN
(taken aback)
Me?

PALPATINE
It’s upsetting to see that the Council doesn't fully appreciate your talents. Don't you wonder why they won't make you a Jedi Master?

ANAKIN
I wish I knew. More and more, I get the feeling that I’m being excluded from the Council. I know there are things about the Force they are not telling me. Obi-Wan said there’s an imbalance in the Force that’s affecting us. I think he’s trying to frighten me away from it.

PALPATINE
He doesn’t trust you, Anakin . . . he or the Council. They see your future. They know your power will be too strong to control. Anakin, you must break through the fog of lies the Jedi have created around you. Let me help you to know the subtleties of the Force.

They walk into the hallway.

ANAKIN
How do you know the ways of the Force?

PALPATINE
My mentor taught me everything about the Force . . . even the nature of the Dark Side.

They stop.

ANAKIN
You know the Dark Side?!

PALPATINE
Anakin, if one is to understand the great mystery, one must study all its aspects, not just the dogmatic, narrow view of the Jedi. If you wish to become a complete and wise leader, you must embrace a larger view of the Force. Be careful of the Jedi, Anakin. They fear you. In time, they will destroy you. Let me train you.

ANAKIN
The Jedi are my family. I won't just abandon them.

PALPATINE
Ever since I've known you, you've been searching for a life greater than that of an ordinary Jedi . . . a life of significance, of conscience. Only through me can you achieve that greater power. Come to know the Dark Side of the Force, Anakin, and you will be able to save your wife from certain death.

ANAKIN
What did you say?

PALPATINE
A woman, at such a delicate time in her life as Senator Amidala is now, ought to be resting at home . . . not running around, engaging in political struggles. She is killing herself, and you know it. Use my knowledge, I beg you . . .

Anakin ignites his light saber.

ANAKIN
Padmй has her reasons for what she’s doing . . .

He raises his light saber to Palpatine’s throat.

ANAKIN (cont’d)
As I have to kill you, right now.

PALPATINE
It would appear so simple. Strike me down, and your wife and her traitorous friends take over the Republic. But then, the chaos that will ensue, which she will be unable to make the hard decisions to quell, will be too much for her. She will die from the strain.

ANAKIN
You’re wrong! Padmй can handle hard decisions. She has all her life.

PALPATINE
And when it is learned that the one who assassinated me is her secret husband and the father of her child? She will not survive the scandal. And the Jedi, except Kenobi who will be able to do no more than offer false comfort, will abandon her to her fate, so they can take over.

Anakin uses the Force to push Palpatine against the wall. He holds his light saber close.

PALPATINE (cont’d)
I can feel your anger. It gives you focus, makes you stronger.

ANAKIN
You’re right about that!

PALPATINE
Then, do it. Seal Padmй’s fate.

Anakin makes a move to strike, but then relaxes and turns off his light saber.

ANAKIN
No, I’m going to turn you over to the Jedi Council. Padmй’s fate, along with yours and mine, will be in their hands.

PALPATINE
Of course, that’s what you should do. But you're not sure of their intentions, are you? What if I’m right, and they’re plotting to take over the Republic?

ANAKIN
I will quickly discover the truth of all this.

PALPATINE
In any event, they’re neither able nor willing to save your wife. Know the power of the Dark Side . . . the power to save Padmй.

Anakin stares at him for a moment. Palpatine turns and moves to his office.

PALPATINE (cont’d)
I am not going anywhere. You have time to decide my fate. Perhaps you'll reconsider and help me rule the galaxy for the good of all.

Palpatine sits behind his desk.

EXT. UTAPAU - CLIFF AND LANDING PLATFORM - DAY

Obi-Wan gives the lizard a swift kick with the heel of his boot, and they take off down the vertical side of the sheer cliff. As General Grievous reaches the landing platform where his shuttle is waiting, Obi-Wan drops onto the top of the starship with his lizard.

Grievous spins his scooter around and takes off up the vertical cliff face, with Obi-Wan and his lizard in hot pursuit. The sinkhole is engulfed in a great battle between CLONES and DROIDS. The PEOPLE OF UTAPAU cower in whatever shelter they can find.

INT. MAIN CITY PLAZA - DAY

A LARGE GROUP OF UTAPAUAN TROOPS on LIZARDS attacks the DROID ARMY.

Obi-Wan and General Grievous race through the city at breakneck speed, passing through battle zones, and narrowly escaping EXPLOSIONS, LASER BOLTS and TROOPS from both sides. General Grievous lays the scooter down, as he goes around sharp turns. Obi-Wan's lizard breathes hard, as she tries to keep up. They destroy Droids, Clones and equipment, as they cut a swath of destruction through the city.

EXT. UTAPAU – WINDMILLS - DAY

General Grievous works his way out onto the rim of the sinkhole, passing some wind blades. He releases the brakes on the lethal blades, and they begin to spin, cutting off Obi-Wan's access. Obi-Wan's lizard pulls up short in front of the blades.

GENERAL GRIEVOUS
(into comlink)
Prepare to move out of orbit. I will be up in a few moments.

Obi-Wan sizes up the situation, looking for a way to get to General Grievous. The General accelerates off the edge, activating his claws, drops, and clings to another nearby grouping of windmills. Obi-Wan's lizard attempts to jump to follow and barely makes it, almost falling into the precipice below.

INT. CITY TUNNEL SYSTEM - DAY

General Grievous roars through the stone block tunnel system, riding up on the curved walls as he goes around corners or passes oncoming traffic. Obi-Wan races after him, the lizard moving onto the ceiling as they pass traffic. He catches up with Grievous, and they charge through the tunnel, side by side. Obi-Wan grabs Grievous’ electronic staff.

EXT. SECRET LANDING PLATFORM - DAY

Extending from the wall of a small sinkhole is a secret landing platform with a small Federation fighter sitting in the middle. Obi-Wan and General Grievous race out of the tunnels and onto the landing platform.

Obi-Wan yanks on the staff, then jumps off his lizard onto the General's scooter, knocking both warriors to the ground. General Grievous pulls out a laser pistol and FIRES at Obi-Wan. The Jedi grabs the General's electro-staff and spins it, blocking the LASER BOLTS. He charges General Grievous, swinging the staff and hitting him in the stomach, knocking the gun away.

Grievous grabs the end of the staff, which bends his forearm, and pulls Obi-Wan close to him. They engage in a furious fight. The electro-staff is knocked away. The two engage in hand-to-hand combat. Obi-Wan struggles to avoid the deadly blows of the brutal, unstoppable cyborg.

General Grievous’ stomach plate is loose. Obi-Wan grabs it and rips it off, revealing the alien life form's guts encased in a bag in the metal chest cavity. Before Grievous can knock him away, he reaches inside, rips the bag and tears it from its connections. Grievous lets out a long GROAN and falls over.

Obi-Wan watches the life form writhe inside the chest cavity. It appears to be dying. Suddenly, it jumps out at Obi-Wan, SCREECHING. It knocks him down and wraps around his arms, chest and neck, trying to suffocate him. Boga the lizard raises up and shakes her head defensively.

Struggling for his life, Obi-Wan reaches out his hand and uses the Force to retrieve Grievous’ laser pistol. A tentacle grabs his wrist, trying to make him drop the gun. Boga lunges forward and bites the creature, trying to tear it off her master. It SCREECHES again.

At that, Obi-Wan manages to turn the pistol toward the part of the creature that’s squeezing his chest. Boga jumps back, as he FIRES. The BLAST causes the creature to EXPLODE from the inside out. Obi-Wan frantically knocks and tosses the burning remains of the creature off of him. He is coughing, and the chest area of his tunic is singed.

OBI-WAN
So uncivilized . . .

He throws the pistol onto the platform, gets up and finishes brushing himself off. He picks up the electro-staff and approaches Boga, pausing to stroke her head gently before climbing on. The trusty beast rears up and takes off into the tunnel system.

INT. CORUSCANT - JEDI GUNSHIP - LANDING PLATFORM - EARLY EVENING

Mace, Agen Kolar and TWO OTHER JEDI (KIT FISTO and SASEE TIIN) are preparing to board a Jedi gunship to the Chancellor’s office. Anakin enters the hangar.

ANAKIN
Master Windu, I must talk to you.

MACE
What is it, Skywalker? We are in a hurry. We just received word that Obi-Wan has destroyed General Grievous. We’re on our way to make sure the Chancellor returns emergency powers to the Senate.

ANAKIN
He won't give up his power. He may not, even if the Senate forces him. I've just learned a terrible truth. I think Chancellor Palpatine is the Sith Lord we’ve been looking for.

MACE
(alarmed)
How do you know this?

ANAKIN
He knows the ways of the Force. He’s been trained to use the Dark Side.

MACE
Are you sure? It is vital that you be sure!

ANAKIN
I am sure. Absolutely.

MACE
Then our worst fears have been realized. We must move quickly, if the Jedi Order is to survive.

ANAKIN
Master, the Chancellor is very powerful. You will need my help if you’re going to arrest him.

MACE
For your own good, stay out of this affair. I sense a great deal of conflict in you, young Skywalker. There is much fear that clouds your judgment.

ANAKIN
I sense much fear in you too, Master. I must go.

MACE
(growing angry)
Do not presume to know what you sense in me, Skywalker!

ANAKIN
I’m sorry, Master.

MACE
If what you told me is true, you will have gained my trust, but for now remain here. Wait for us in the Council Chamber.

ANAKIN
Yes, Master.

Anakin watches, as the Jedi leave in their ship.

INT. JEDI TEMPLE - COUNCIL CHAMBER – MINUTES LATER

Anakin sits alone in the Council Chamber, thinking.

PALPATINE (V.O.)
You do know, don't you, if the Jedi destroy me, any chance of saving her will be lost.

PADMЙ (V.O.)
You don't need more power, Anakin. I believe you can protect me against anything, just as you are . . . and . . . even if something were to happen to me, I’ll love you all the same.

ANAKIN
I can't do this . . . I can't let you die.

He rushes out of the Council Chamber . . .

INT. JEDI TEMPLE – HANGAR – SECONDS LATER

and to his speeder bike. The hangar door opens, and he LIFTS OFF.

INT. LOBBY TO CHANCELLOR'S OFFICE - EARLY EVENING

Mace Windu and his three Jedi enter the lobby, raising their arms, and send an AIDE flying against the wall, along with two of the Republic Guards seen earlier.

INT. CHANCELLOR’S OFFICE – CONTINUOUS

The Jedi storm into the Chancellor's office to find Palpatine still seated at his desk.

PALPATINE
Master Windu. I take it General Grievous has been destroyed. I must say, you're here sooner than expected.

MACE
In the name of the Galactic Senate of the Republic, you are under arrest, Chancellor.

Mace and the other Jedi ignite their light sabers.

PALPATINE
Are you threatening me, Master Jedi?

MACE
The Senate will decide your fate.

PALPATINE
(burst of anger)
I am the Senate!

MACE
Not yet!

Palpatine stands. A laser sword appears out of his cloak sleeve.

PALPATINE
It's treason, then!

He spins toward the Jedi and fights them into the hallway, beheading Sasee Tiin in seconds. Sasee's severed head lands, tentacles twitching. The other Jedi realize they're in trouble, as Palpatine, moving with preternatural speed, next engages Kit Fisto. Agen Kolar uses the Force to flip over top of them, just short of hitting the ceiling, and lands behind Palpatine. Agen, Kit and Mace close in on Palpatine, forcing him to turn back and forth to block their light sabers. It looks like they have him trapped.

Now, it's Palpatine's turn to use the Force to defy gravity. He flips over top of Agen, but doesn't wait to touch the floor before striking. As Agen turns around, Palpatine's light saber slices upwards through him. Palpatine stands upright, holding up his light saber, as the two halves of Agen fall to either side. Kit reacts with shock, Mace with fury.

EXT. SENATE OFFICE BUILDING - LANDING PLATFORM – SAME TIME

Anakin lands his speeder bike, jumps off, and runs into the main hallway.

INT. CHANCELLOR’S OFFICE – SAME TIME

Kit, Mace and the Sith Lord fight their way down the hallway and back into the main office area. As Mace maneuvers for position, Palpatine is able to use the Force to slam him against the wall then runs Kit through. Mace recovers, before the Chancellor can strike him down too. In the heat of battle, Mace cuts the window behind the Chancellor's desk, and it CRASHES away. Mace is forced out onto the ledge, twenty stories up. WIND BLOWS. They fight over the precipice.

Anakin arrives to see Palpatine and Mace fighting. Palpatine falters, and Mace forces him to drop his sword.

MACE
You are under arrest, My Lord.

PALPATINE
Anakin! I told you it would come to this. I was right! The Jedi are taking over!

MACE
You are an old fool, if you believe we would ever allow Sith rule to return! Your plot to regain control of the Republic is over . . . you have lost!

PALPATINE
NO! NO! YOU WILL DIE!

Palpatine raises his hands, and LIGHTNING BOLTS shoot out. They are blocked by Mace's light saber. Palpatine is pushed back against the windowsill.

PALPATINE
He is a traitor, Anakin.

MACE
He's the traitor! Stop him!

PALPATINE
Come to your senses, boy. The Jedi are in revolt. They will betray you, just as they betrayed me!

Mace pushes against the LIGHTNING BOLTS, YELLING from the strain.

PALPATINE (cont’d)
You are not one of them, Anakin. Don't let him kill me! I am your pathway to power. I have the power to save the one you love. You must choose. You must stop him.

MACE
Don't listen to him, Anakin!

PALPATINE
Help me! Don't let him kill me. I can't hold on any longer.

Palpatine starts to SCREAM and MOAN, as Mace pushes him out to the edge of the ledge. As the Jedi moves closer, the BOLTS from Palpatine's hands begin to arch back on him. The Chancellor's face begins to twist and distort. His eyes become yellow, as he struggles to intensify his powers.

PALPATINE (cont’d)
I can't . . . I give up. Help me! I am weak . . . I am too weak. Don't kill me. I give up. I'm dying! I can't hold on any longer!

MACE
You Sith disease! I am going to end this once and for all!

ANAKIN
You can't kill him, Master! He must stand trial!

MACE
A trial may not stop him! He controls the Senate! He controls the Courts! He’s too dangerous to be kept alive!

PALPATINE
I'm too weak. Don't kill me. Please.

ANAKIN
It is not the Jedi way . . .

Mace raises his sword to kill the Chancellor.

ANAKIN (cont’d)
He must live . . .

PALPATINE
Please don't, please don't . . .

ANAKIN
I need him . . .

PALPATINE
Please don't . . .

ANAKIN
NO!!!

Just as Mace is about to slash Palpatine, Anakin steps in and cuts off the Jedi's hand holding the light saber. As Mace stares at Anakin in shock, Palpatine springs to life. The full force of Palpatine's powerful BOLTS BLASTS Mace. He attempts to deflect them with his one good hand, but the force is too great. As blue rays engulf his body, he is flung out the window and falls twenty stories to his death. No more screams. No more moans. Palpatine lowers his arm.

PALPATINE
Power! Unlimited power!

Palpatine cackles. His face has changed into a horrible mask of evil. Anakin looks on in horror.

ANAKIN
What have I done?

Anakin sits.

PALPATINE
You are fulfilling your destiny, Anakin . . . the one for which you were made.

Anakin stares at him.

PALPATINE (cont’d)
Become my apprentice. Learn the power of the Dark Side.

ANAKIN
I will do whatever you ask . . . but you must keep your promise to help me save Padmй's life. I will not let her die. Give me the power to stop those I love from dying.

PALPATINE
Only one has achieved this power. But have faith, Anakin. The Force is strong with you . . . stronger than it was with the one who was my mentor. If we explore together, I know we can uncover his secret.

Anakin kneels before him.

ANAKIN
I pledge myself to your teachings . . . to the ways of the Sith.

PALPATINE
Good. Good. A powerful Sith you will become. Henceforth, you shall be known as Darth . . . Vader.

ANAKIN
Thank you, My Master.

PALPATINE
Rise, Lord Vader.

Anakin stands. Palpatine moves over to his desk.

EXT. KASHYYYK - MEETING HALL - DAY

Yoda winces, closes his eyes, and holds his head. He feels a disturbance in the Force.

INT. CORUSCANT - CHANCELLOR'S OFFICE - EVENING

Palpatine is putting on his dark cloak. He is now fully Darth Sidious.

DARTH SIDIOUS
Because the Council did not trust you, my young apprentice, I believe you are the only Jedi with no knowledge of this plot. When the Jedi learn what has transpired here, they will kill us, along with all in the Senate who are loyal to the Republic.

ANAKIN
I agree. The Jedi's next move will be against the Senate.

DARTH SIDIOUS
Every single Jedi, including your friend Obi-Wan Kenobi, is now an enemy of the Republic. You understand that, don't you?

ANAKIN
I understand, Master. We must move quickly, Master. The Jedi are relentless. If we fail to defeat them, it will be civil war without end.

DARTH SIDIOUS
Good. You are learning. The Jedi must all be destroyed. First, I want you to go to the Jedi Temple. We will catch them off balance. Do what must be done, Lord Vader. Do not hesitate. Show no mercy. Only then will you be strong enough with the Dark Side to save Padmй.

ANAKIN
What of the other Jedi spread across the galaxy?

DARTH SIDIOUS
Their betrayal will be dealt with.
After you have killed all the Jedi in the Temple, go to the Mustafar system. Wipe out Viceroy Gunray and the other Separatist leaders. Shut down their Droid Army. Destroy their communications. Then hold the planet until my forces arrive. Once more, the Sith will rule the galaxy, and we shall have peace.

INT. SENATE CHAMBER – NIGHT

Padmй, still euphoric, is talking to ANOTHER SENATOR in one of the pods.

PADMЙ
Yes, I heard it too. General Grievous is dead. But we can’t stop now. There’s no sense just hoping the Chancellor will give back his power. Just three more votes, and, with or without him, we’ll be able to restore the Senate to its rightful role in the Re-

ALARMS SOUND. Padmй looks up slightly toward the SOUND. The other Senator looks up and around.

They see a squad of CLONE TROOPS entering the chamber. Padmй’s euphoria is gone.

CLONE COMMANDER
Everyone must evacuate! Repeat! Evacuate! There has been an attempt on the Chancellor’s life!

SENATORS MURMUR and start to leave. Bail looks around for Padmй, as he is herded out with the crowd.

Padmй, separated from the crowd, is almost beside herself with disbelief. She knows what this means.

PADMЙ
No . . . NO!!!

INT. JEDI TEMPLE ENTRY - NIGHT

Anakin approaches the Jedi Temple with a battalion of CLONE TROOPERS.

EXT. UTAPAU - TENTH LEVEL - LANDING PLATFORM - DAY

The battle between the CLONES and the DROIDS rages throughout the sinkhole. Obi-Wan rides up to CLONE COMMANDER CODY.

OBI-WAN
Commander, contact your troops. Tell them to move to the higher levels.

CLONE COMMANDER CODY
Very good, sir.

Cody starts to move away, then remembers something and returns to Obi-Wan.

CLONE COMMANDER CODY (cont’d)
Oh, by the way, I think you'll be needing this.

He hands Obi-Wan his light saber. The lizard rears up.

OBI-WAN
Thank you, Cody.

CLONE COMMANDER CODY
Have you ever ridden one of those before?

OBI-WAN
No, this is my first time.

CLONE COMMANDER CODY
Amazing! How do you do it?

OBI-WAN
There’s a connection between us.
(smiles)
Now, let's get a move on. We've got a battle to win here.

CLONE COMMANDER CODY
Yes, sir!

Obi-Wan and the lizard ride off down the wall of the giant sinkhole. The battle rages throughout the city. Cody takes out his comlink and listens to a hologram of Darth Sidious, as, far below, Obi-Wan can been seen battling Droids on a landing platform.

DARTH SIDIOUS (holo)
Commander Cody, the time has come. Execute Order Number Sixty-Six.

CLONE COMMANDER CODY
It will be done, My Lord.

The hologram disappears, and Cody gestures to a nearby CLONE TROOPER.

CLONE COMMANDER CODY (cont’d)
Blast him!

The battle rages all around Obi-Wan. DROIDS and CLONES are everywhere. Obi-Wan is riding on the lizard, cut-ting down Droids, as he races across the battlefield. Suddenly a volley of LASER BLASTS from behind him knocks him and his lizard off the wall of the sinkhole. He looks around just in time to see his Clone troops are FIRING on him. He and the lizard fall hundreds of feet to the bottom of the water-filled sinkhole.

EXT. FELUCIA – FOREST - DAY

A column of Clone walkers marches across the forest floor. The STRANGE CALLS of the alien forest creatures suddenly stop. The Jedi AAYLA SECURA and her CLONE TROOPS brace for an ambush.

AAYLA
Steady. . . . steady . . .

They all look around for signs of the enemy. CLONE COMMANDER BLY moves up behind the Jedi.

AAYLA (cont’d)
Bly, do you think they're Droids?

CLONE COMMANDER BLY
No.

Bly BLASTS Aayla in the back. The other Clones FIRE on her, as she hits the ground.

EXT. KASHYYYK - MEETING HALL - DAY

Yoda drops his gimer stick, clutches his chest, and rests against a wall.

EXT. MYGEETO - DAWN

The sky slowly awakens on the crystal world of Mygeeto. A battle rages. CLONE TROOPS battle the DROID ARMIES across a long bridge. Ki-Adi-Mundi uses his light saber to deflect enemy fire.

The Clones stop. Ki-Adi-Mundi turns around and is BLASTED by Clone FIRE. He's killed before he can defend himself.

EXT. CATO NEIMOIDIA - JEDI STARFIGHTER - DAY

Plo Koon heads his ship toward a battle on a landing platform. The CLONE PILOT and THREE OTHERS with Plo Koon drop back and BLAST him out of the sky.

EXT. SALEUCAMI – FOREST - DAY

Three speeder bikes race through the forest. A FEMALE JEDI is in the lead. The TWO CLONES following her drop back and BLAST her, causing her to crash in a huge EXPLOSION.

INT. CORUSCANT - CHANCELLOR'S OFFICE - NIGHT

Darth Sidious stands alone in his private office, illuminated only by a hologram projector beam from above. A small hologram of Commander Gree stands in front of him.

CLONE COMMANDER GREE
Yes, My Lord.

DARTH SIDIOUS
The time has come. Execute Order Number Sixty-Six.

EXT. KASHYYYK - MEETING HALL BALCONY - DAY

A vista of waterways, high green mesas, and giant tree cities serves as a backdrop for another fierce battle of CLONES AND WOOKIEES against TRADE FEDERATION DROIDS, with treaded tank-like vehicles coming across the water. Clone Commander Gree holds his comlink.

CLONE COMMANDER GREE
It will be done, My Lord.

He snaps his comlink shut.

Chewbacca and Tarfful stand on either side of Yoda, as he watches the continuing battle from the balcony. Gree and ANOTHER OFFICER walk onto the balcony toward Yoda from behind. Yoda’s expression shows that he knows something is up. As soon as they are close enough, the two Clones reveal their weapons and FIRE. But Yoda is faster than them. He ignites his light saber, leaps into the air, and beheads them both. Chewbacca and Tarfful FIRE their weapons at more CLONES entering the hall. The Wookiees CALL OUT for Yoda to follow them. Chewbacca picks Yoda up and carries him away.

EXT. CORUSCANT - JEDI TEMPLE - NIGHT

A JEDI is surrounded and gunned down by CLONE TROOPERS.

INT. JEDI TEMPLE – HALLWAY - NIGHT

Anakin walks through the Jedi Temple hallway, amidst the battle. He finds Shaak Ti, who is using a light saber to block A DOZEN CLONE TROOPS from entering a room. As the Clones clear the way for Anakin, and he ignites his light saber, Shaak Ti attacks him with the ferocity of a lioness protecting her young. She puts him on the defensive, but then several Clones FIRE, and, as she deflects their BOLTS, he runs her through.

INT. YOUNGLINGS’ ROOM - NIGHT

Anakin enters the room Shaak Ti was defending, to find it full of YOUNGLINGS huddled in a corner.

YOUNGLING
Master Skywalker, there are too many of them. What are we going to do?

Anakin looks back at them with a stern expression on his face and ignites his light saber.

INT. PADME'S APARTMENT – LIVING ROOM - NIGHT

Padmй and C-3PO look out from the balcony at a column of black smoke rising from the Jedi Temple. Padmй is horrified.

C-3PO
The Chancellor's office indicated Master Anakin returned to the Jedi Temple.

Padmй looks at C-3PO.

C-3PO (cont’d)
Don't worry, My Lady. I am sure he will be all right.

Padmй looks outside again, tears welling up.

EXT. CORUSCANT – CITYSCAPE - NIGHT

The column of black smoke can be seen rising in the distance. Bail Organa’s speeder flies overhead, straight toward the smoke.

EXT. JEDI TEMPLE - LANDING PLATFORM - NIGHT

The Jedi Temple is on fire. Large plumes of smoke billow toward the sky, as Bail lands his speeder. FOUR CLONE TROOPERS stand guard at the entrance to the Temple. They lower their guns, as Bail gets out of his speeder and walks toward them.

BAIL
What's going on here?!

CLONE SERGEANT
There's been a rebellion. Don't worry, sir. The situation is under control.

The Clones bar the Senator from entering the Temple.

CLONE SERGEANT (cont’d)
I'm sorry, sir. No one is allowed entry.

The Clones point their guns at Bail and chicken them.

CLONE SERGEANT (cont’d)
It's time for you to leave, sir.

BAIL
And so it is.

Bail reluctantly heads hack toward his speeder. Suddenly, several SHOTS RING OUT. Bail turns and sees a ten-year-old Jedi, ZETT JUKASSA, fighting the Clones. Several more CLONES join in the fight, followed by CLONE COMMANDER APPO, who points at Bail.

CLONE COMMANDER APPO
Get him! Shoot him!

Several of the Clones start firing at Bail. The Senator jumps for cover behind his speeder, starting the engines and pulling out his laser pistol. The young Jedi cuts down several Clones, including Appo, before he is overrun and SHOT. The speeder TAKES OFF with BAIL clinging to the side. The Clones FIRE at it, as it disappears into the cityscape.

EXT. CITYSCAPE - CONTINUOUS

Bail struggles to pull himself into the speeder, as it races along through the cityscape.

Finally, he climbs in, just as the Speeder is about to hit a building. He steers clear of the building and races away.

EXT. UTAPAU - UNDERWATER SINKHOLE - DAY

Obi-Wan dives below the surface amid a barrage of LASER FIRE. He dives deeper under the water, fumbling in his utility belt for a breathing device. He finds it and puts it in his mouth. He swims underwater until the CLONE TROOPS give up and stop filing.

EXT. UTAPAU - UNDERWATER CAVES - DAY

Obi-Wan removes the breathing apparatus after coming up from underwater. He looks back mournfully toward the sinkhole, where his lizard Boga fell with him. Then he starts to climb the rock wall.

Obi-Wan climbs to the second cave, just as two little seeker drones pop out of the water with searchlights glowing. Obi-Wan presses himself against the wall of the smaller cave, as the seekers search the grotto. One of them begins to enter the cave in which he is hiding. He presses further into the wall. The light shines on the opposite wall and moves to the back of the cave, illuminating a huge NOS MONSTER. Obi-Wan holds his breath.

The seeker is confused for a moment, then the nos monster lunges at the small Droid and consumes it in one bite. The nos monster’s lunge takes him past Obi-Wan, out of the cave, and into the water. The second seeker shines its light on the nos monster, as the ravenous creature tries to grab the little drone.

Obi-Wan slinks off toward the back of the cave. He comes upon a nest of BABY NOS MONSTERS. They SCREECH and make horrible SOUNDS. He jumps over them and continues on his way through the tunnel system.

EXT. KASHYYYK - LAKE ON VILLAGE EDGE - DUSK

CLONES, in modified one-man AT-ST's and swamp speeders, flash their searchlights across the gloomy lake. One of the lights spots something floating in the water. It is what's left of a Wookiee catamaran. The body of a dead Wookiee (Tarfful) is lying across the stern of the wreckage of the flying boat. There is some movement on the boat. The CLONE SERGEANT on the AT-ST FIRES a warning SHOT past the boat.

CLONE SERGEANT
Everyone out of there!

A CRAZY LITTLE CREATURE about two feet high pops its head over the rail. The creature is covered with mud. His long hair is frizzed out in all directions.

CREATURE
Wookiee good . . . eat Wookiee.

The creature lets out a crazy little laugh.

CLONE SERGEANT
Did you find something?

CREATURE
It's nothing, nothing.

He laughs again.

CLONE SERGEANT
It's nothing, nothing. All these Wookiees are dead. Move to the east.

CLONE TROOPER
Yes, sir.

The other Clones move off. Suddenly, Chewbacca climbs up behind the AT-ST, dripping wet, and throws the Clone Sergeant into the water. Chewie BARKS.

CREATURE
Right you are, Chewbacca. Faster that will be.

Tarfful springs to life and jumps up in the boat, and the creature takes off his hair. It is Yoda.

YODA
Stink, this mud does. A moment to bathe, give me.

Yoda, still covered with mud, jumps into the water. Tarfful climbs onto the AT-ST with Chewbacca.

A MOMENT LATER

Yoda is out of the water and putting his robes back on.

YODA
Not far, are we, from the emergency ship. Quickly . . .

Yoda whistles, and a large ALIEN FLYING INSECT appears. Yoda jumps on the insect's back and they take off. The Wookiees follow on the AT-ST.

EXT. KASHYYYK - HILLS OVERLOOKING LAKE - DUSK

The AT-ST marches up the hill and stops. The Wookiees jump down. Riding the giant insect, Yoda lands nearby. Chewbacca goes to a tree and pulls down one of its branches. The ground opens up, and a small escape pod rises into the field. Yoda opens the pod door.

YODA
Good-bye. Chewbacca and Tarfful, miss you, I will. Good friends, you are. For your help, much gratitude and respect, I have.

The Wookiees BARK, as the Jedi climbs into the pod and TAKES OFF into the dusk sky.

EXT. CORUSCANT – SENATE OFFICE BUILDING - UNDERGROUND LANDING PLATFORM – PRE-DAWN

The platform rises to the surface carrying a large Alderaan Starcruiser. The Starcruiser takes off and disappears into the crisp early morning sky.

INT. ALDERAAN STARCRUISER – HALLWAY

Bail is greeted by CAPTAIN ANTILLES and TWO ALDERAAN TROOPERS.

BAIL
Were you able to get hold of a Jedi homing beacon?

CAPTAIN ANTILLES
Yes, Your Highness. We've encountered no opposition. The Clones are still a bit confused. It appears no one is in command.

BAIL
That will change soon. Hopefully, we will be able to intercept a few Jedi before they walk into this catastrophe.

EXT. UTAPAU - SINKHOLE WALL - LATE DAY

Hiding, Obi-Wan watches a group of CLONE TROOPERS pass then sneaks back toward the secret platform, down a flight of stairs.

EXT. SECRET LANDING PLATFORM - LATE DAY

Obi-Wan makes his way out of the cave and onto General Grievous' secret landing platform. He runs to the Starfighter and climbs into the one-man ship. The Starfighter takes off and disappears into the sky.

EXT. UTAPAU - SPACE

The tiny Starfighter flies away from the planet Utapau.

INT. GENERAL GRIEVOUS' STARFIGHTER - SPACE

Obi-Wan activates the controls on the Starfighter. He punches in several coordinates and codes. A BEEPING SOUND is heard. It quickly speeds up until it is a STEADY TONE. Obi-Wan speaks into his comlink.

OBI-WAN
Emergency Code Nine Thirteen . . . I have no contact on any frequency. Are there any Jedi out there? . . . anywhere . . .

A BURST OF STATIC, and a fuzzy hologram image appears.

BAIL (holo)
Kenobi . . .

OBI-WAN
I've locked on. Repeat.

The image comes into focus, and it is Bail Organa.

BAIL (holo)
Master Kenobi??

OBI-WAN
Senator Organa! My Clone Troops turned on me . . . I need help.

BAIL (holo)
We’ve just rescued Master Yoda. It appears this ambush has happened everywhere. We're sending you our coordinates.

EXT. PADME'S APARTMENT – VERANDA - PRE-DAWN

Padmй rushes onto the veranda, as Anakin exits his green Jedi fighter, leaving R2-D2 in the service cockpit. They embrace.

PADMЙ
Anakin, are you all right?
(before he can answer)
I heard there was an attack on the Jedi Temple. You can see the smoke from here.

ANAKIN
I'm fine. I'm fine. I came to see if you and the baby are safe. With Captain Typho away-

PADMЙ
(interrupting)
We're all right. We’re safe. Were you there at the Temple? That’s what Threepio told me.

ANAKIN
Yes, I was overseeing the raid for the Chancellor.

PADMЙ
(backs away)
You would fight against the Jedi?

ANAKIN
The situation is not good. The Jedi have tried to overthrow the Republic. They have betrayed us. I was forced to take a side.

PADMЙ
I don’t believe it. Something’s very wrong here.
(uses her fingers to illustrate)
We were this close to bringing the Republic back to the democratic principles it stood for! Then this happens! I can’t believe it’s a coincidence!

ANAKIN
I couldn’t believe it either, but I saw Master Windu attempt to assassinate the Chancellor myself.

Padmй turns away.

ANAKIN (cont’d)
I will not betray the Republic. My loyalties lie with the Chancellor and with the Senate . . . and with you.

PADMЙ
What about Obi-Wan?

ANAKIN
I don't know . . . Many Jedi have been killed. We can only hope that he's remained loyal.

Padmй thinks a moment.

PADMЙ
You said you saw Master Windu attempt to assassinate the Chancellor.

She turns to Anakin.

PADMЙ (cont’d)
Mace Windu doesn’t attempt to kill someone. Save for the few who can match him in battle, when he means to kill, he kills. How is it that the Chancellor is alive then?

ANAKIN
I saved him . . .

Padmй stares at him.

ANAKIN (cont’d)
And, now, I have to save you. There are traitors in the Senate.

PADMЙ
(incredulous)
What?

ANAKIN
You need to begin distancing yourself from your friends.

PADMЙ
If, by that, you mean the group that launched the petition, then you have a strange idea of what a traitor is.

ANAKIN
The Chancellor believes many of them conspired with the Jedi, and that you may have too.

Padmй reacts with a troubled thought.

ANAKIN (cont’d)
Say that you didn’t know what they were really up to. The Chancellor says they are going to be dealt with, when this conflict is over. He’s already forming an inquiry.

PADMЙ
You mean an inquisition.

ANAKIN
He’s compiled a list . . . added many names. Yours isn’t on it . . . yet. Pray he does not add to it further.

PADMЙ
And if he does . . . what will you do?

Anakin approaches Padmй and places his hands on her shoulders.

ANAKIN
If you stay quiet, and do nothing, I can use my influence with him to protect you. And, soon, I will have more. The Chancellor has given me a very important mission. The Separatists have gathered in the Mustafar system. I’m going there to end this war. Wait for me, until I return. Things will be different. I promise.

They kiss. Anakin turns to leave.

PADMЙ
Ani . . . Since there are going to be inquiries, I have one of my own. The Younglings in the Temple . . . There hasn’t been any word of them. Are they safe?

Anakin doesn’t look at her.

PADMЙ (cont’d)
(realizing)
They’re not safe. Are they dead? Did Clone Soldiers kill them? Anakin . . . please, tell me.

ANAKIN
I can’t.

PADMЙ
You can’t? . . . Or you won’t?

ANAKIN
I know what you’d try to do with it. I won’t betray the Republic.

PADMЙ
(hurt)
Anakin, this isn’t about the Republic. Not here. Not now. This is just you and me.

ANAKIN
It’s just you and me now. But tomorrow, what will it be? Believe me, when I say that you’ll be putting yourself in even more danger.

PADMЙ
You’re closer than ever to the Chancellor, now. I know that. You don’t want to say anything to hurt him. But look at what it’s doing to you. Look at what it’s doing to us. You witnessed something terrible, and, along with everything else that’s been happening, it’s consuming you.
(embraces him)
Don’t tell me for what I might do. Tell me for the sake of your own mind . . . for our marriage . . . for our children.

ANAKIN
(breaks away)
No! Our marriage . . . our child . . . children if you’re thinking of having more . . . depend on me winning this war, so the new powers I’m discovering will be complete, and I’ll be able to save your life!

PADMЙ
From what? Your dream again? I asked you to stop that. I’ve had myself checked. Nothing’s going to happen to me . . . due to childbirth. And I’m going to have-

ANAKIN
(interrupting)
A Jedi’s dreams do not lie!

PADMЙ
But, Anakin, you aren’t a Jedi anymore. Were you ever one?

Struck beyond words, Anakin storms away, gets in his Jedi fighter, and TAKES OFF. Padmй starts to cry.

EXT. ALDERAAN STARCRUISER - SPACE

Obi-Wan's ship docks with Bail Organa's Starcruiser.

INT. ALDERAAN STARCRUISER – HALLWAY

The door to the main hallway slides open. Obi-Wan enters and is greeted by Yoda and Bail. The three walk down the hallway.

BAIL
You made it.

YODA
Master Kenobi, dark times are these. Good to see you, it is.

OBI-WAN
You were attacked by your Clones, also?

YODA
With the help of the Wookiees, barely escape, I did.

OBI-WAN
How many other Jedi managed to survive?

YODA
Heard from no one, have we.

BAIL
I saw thousands of troops attack the Jedi Temple. That's why I went looking for Yoda.

OBI-WAN
Have we had any contact from the Temple?

YODA
Received a coded retreat message, we have.

BAIL
It requests all Jedi to return to the Temple. It says that the war is over.

OBI-WAN
Well, then we must go back! If there are other stragglers, they will fall into the trap and be killed.

BAIL
It's too dangerous to return.

YODA
Suggest dismantling the coded signal, do you?

OBI-WAN
Yes, Master. There is too much at stake here, and we need a clearer picture of what has happened.

YODA
I agree. In a dark place, we find ourselves. The Chancellor’s claim of an attempt on his life, if true, disturbing that is . . . a little more knowledge might light our way.

EXT. MUSTAFAR - LAVA FIELDS - DAY

WORKER DROIDS, so insulated that they hardly look like Droids at all, but, instead, roving mounds, move across the lava beds, gathering the magma. A column of ALIENS riding giant MUSTAFAR FLEAS marches forward.

INT. MUSTAFAR - MAIN CONTROL CENTER - DAY

A hologram of Darth Sidious is in the center of the room. Nute Gunray and the Rest of the Separatist Coalition watch Sidious.

DARTH SIDIOUS
You have done well, Viceroy. When my new apprentice, Darth Vader, arrives, he will take care of you.

The hologram disappears.

INT. ALDERAAN STARCRUISER – BRIDGE

Bail, Obi-Wan and Yoda enter the bridge. The Captain turns to them from beside the front window, through which the planet Coruscant appears in the distance.

CAPTAIN ANTILLES
We received a message from the Chancellor’s office, requesting that all Senators attend a special session.

BAIL
It could be a trap.

OBI-WAN
I don't think so. The Chancellor will not be able to control the thousands of star systems without keeping the Senate intact.

YODA
If a special session there is, easier for us to enter the Jedi Temple it will be.
EXT. CORUSCANT - JEDI TEMPLE - LATE DAY

Smoke from the smoldering shell of the Jedi Temple fills the air with a brown haze.

INT. JEDI TEMPLE - MAIN ENTRANCE - LATE DAY

A DOZEN CLONE TROOPERS stand guard at the entrance of the Jedi Temple. Suddenly, there is a flash of a light saber, a flurry of confusion, and all of the Clone Troopers are dead on the floor. Yoda and Obi-Wan stand in the middle of the carnage.

OBI-WAN
There are battalions of Clone Troopers on every level. Many are dressed as Jedi.

YODA
Dismantle the coded signal quickly. This group, soon discovered will be.

EXT. CORUSCANT - SENATE OFFICE BUILDING AND ARENA – LATE AFTERNOON

The Senate Arena looms over the city, from its vantage point atop the awesome Senate Office Building. The endless traffic continues to clutter the skyline.

INT. SENATE CHAMBER – LATE AFTERNOON

The Chancellor is in the podium in the center of the vast arena giving a speech. Mas Amedda stands to the right of him, holding a giant staff.

PALPATINE
The attempt on my life has left me scarred . . . deformed . . . but I assure you my resolve has never been stronger.

Senators APPLAUD.

From the hallway, Bail enters the Senate Pod of Naboo and sits next to Padmй. Her two aides are seated behind her.

BAIL
I was held up. What’s happening?

PADMЙ
The Chancellor’s claiming that the Jedi plotted to overthrow, not only him, but the Senate.

BAIL
That isn’t true.

PADMЙ
I know. But the evidence he’s been presenting all afternoon looks convincing . . . except for what happened to his face. Light sabers don’t do that kind of damage.

Bail thinks a moment.

PALPATINE (O.S.)
These have been trying times, but we have passed the test.

BAIL
He isn’t the only one with evidence.

Bail begins whispering in Padmй’s ear, like you see people conferring at congressional hearings. We don’t hear what he’s saying. We don’t need to, as Padmй’s expression grows increasingly disturbed.

Palpatine’s speech continues, interrupted frequently with APPLAUSE.

PALPATINE
The war is over . . . The separatists have been defeated . . . and the Jedi coup has been foiled. We stand at the threshold of a new beginning.

Padmй’s head is down. She is in tears.

PALPATINE (O.S.) (cont’d)
In order to ensure our security and continuing stability, the Republic will be reorganized into the first Galactic Empire . . .

On the word “Empire,” Padmй raises her head partway. Bail is also stunned by the word.

PALPATINE (O.S.) (cont’d)
For a safe and secure society, which, I assure you, will last for ten thousand years.

There is a loud, sustained CHEER o.s. Padmй raises her head the rest of the way and looks at Palpatine. She no longer sees just a politician with too much power. She is staring into the face of evil.

Palpatine continues speaking.

PALPATINE (cont’d)
An empire that will continue to be ruled by this august body, and a sovereign ruler chosen for life . . . An empire ruled by the majority . . . ruled by a new Constitution that will bring peace and opportunity to all its loyal citizens.

The chamber erupts in the loudest APPLAUSE yet. Palpatine raises his hands and takes it in.

Bail watches Padmй with concern, as she lowers her gaze.

PADMЙ
I can’t let this happen.
(turns to Bail)
I won’t let this happen.

She leaps to her feet.

BAIL
Wait!

He tries to grab her, but is too slow.

PADMЙ
SO THIS IS HOW LIBERTY DIES, TO THUNDEROUS APPLAUSE!

The APPLAUSE dies down, being replaced by stunned silence.

PADMЙ (cont’d)
(quietly to her aides)
Go, now. Quickly!

The aides stand but do not leave.

MOTEЙ
We’ll stay with you, My Lady.

Padmй looks at Bail. He stands but does not leave.

PALPATINE (O.S.)
What is this interruption?

Padmй glances up and activates the console on her pod. It LAUNCHES, carrying her and the others upward.

PALPATINE (cont’d)
The Senator has not been recognized. I have not finished my speech.

Padmй’s pod continues toward the speaking area.

PADMЙ
The Chancellor has spoken enough to make his plans perfectly clear!

The pod comes to rest opposite Palpatine’s platform.

PALPATINE
You are out of order.

PADMЙ
So is your speech. So is this proceeding . . .

She turns to distant points in the chamber.

PADMЙ (cont’d)
This creation of an empire by acclamation! This abandoning the very last of a thousand years of democracy! From its core principles . . . from where it stood just yesterday . . . this Senate is in full, headlong retreat!
(glances down at herself briefly)
There’s no sense my trying to hide this anymore. I’m pregnant, as many of you can see. And I wouldn’t want my children to have to live under a dictatorship . . .
(indicates Palpatine)
Especially one that does what its leader has secretly been doing!

She begins pacing within the confines of her pod, establishing different lines of sight.

PADMЙ (cont’d)
I have survivors’ accounts . . . that, with no evidence that the plot against him was so widespread, the Chancellor secretly ordered the summary killing of every Jedi, everywhere in the galaxy, including those fighting alongside our army!

PALPATINE
These accounts, if they exist, are from Jedi traitors, who will say anything to stay alive . . . to strike again. They are far too dangerous to be kept alive. And if you know their whereabouts, reveal them now, or, as a collaborator, you can be made to suffer their fate.
PADMЙ
(to Palpatine)
What about the Younglings? Are they collaborators? Are they traitors?

No response.

PADMЙ (cont’d)
I know, for a fact, that one Youngling was cut down by Clone Soldiers, while trying to escape the Jedi Temple, and an eyewitness was shot at for seeing too much. The others are unaccounted for. What has happened to them? Where are the Younglings, Chancellor?!

INT. JEDI TEMPLE – HALLWAY – SAME TIME

Making their way through the ruins, Obi-Wan and Yoda come across the bodies of some students.

OBI-WAN
Not even the Younglings survived.

Yoda examines a body.

YODA
Killed not by Clones, this Padawan. By a light saber, he was.

OBI-WAN
Who?? Who could have done this?

EXT. MUSTAFAR - JEDI STARFIGHTER - SPACE

Anakin’s Jedi Starfighter heads for the hazy blood-red planet of Mustafar.

EXT. MUSTAFAR - LANDING PLATFORM - DAY

Anakin flies over the volcanoes of Mustafar and lands his Jedi Starfighter on a complex of landing platforms. His cockpit opens, as R2-D2 pops from the ship with a happy BEEP.

ANAKIN
Artoo, stay with the ship.

R2 lets out a sad little BEEP and moves back toward the ship.

INT. CORUSCANT - JEDI TEMPLE - COMPUTER ROOM – SAME TIME

Obi-Wan stands in the large computer area, as Yoda looks on, in the hatchway to the Main Control Center.

OBI-WAN
I've recalibrated the code to warn all surviving Jedi to stay away.

YODA
Good . . . For the Clones to discover the recalibration, a long time it will take. To change it back, longer still. Hurry.

INT. JEDI TEMPLE - CONTROL CENTER - CONTINUOUS

Obi-Wan enters the Main Control Center with Yoda and heads for the hologram area.

OBI-WAN
Wait, Master. There is something I must know.

YODA
If into the security recordings you go, only pain will you find.

OBI-WAN
I must know the truth, Master.

He moves to a panel and flips some switches. He sees a hologram of Anakin slaughtering Jedi, including the young ones. Obi-Wan and Yoda react in horror.

OBI-WAN (cont’d)
It can't be . . . It can't be . . .

In the hologram, as Anakin surveys the carnage, a dark-robed Sith Lord enters. Anakin turns to Darth Sidious and kneels before him.

Tears well up in Obi-Wan’s eyes.

INT. SENATE - SAME TIME

Palpatine feigns contrition.

PALPATINE
It was an unfortunate tragedy, but one we could not avoid. They would have killed many more of our soldiers, had we continued trying to take them alive. Believe me that the Younglings are in a better place now than they would be, if corrupted any further by Jedi teachings. Now, if you are finished making unwarranted accusations . . .

He waves his hand slowly in front of his chest.

PALPATINE (cont’d)
you will suspend . . . and return to your place.

It does not have the intended effect. Instead, Padmй shudders and stumbles backward. One hand grabs the chair for support. Her other hand clutches her womb. Ellй helps steady her.

PADMЙ
What did you just do?
(straightens, realizing)
That’s a Jedi technique . . . designed to make weak minds obey a suggestion. My mind must not be as weak as you thought. Silencing me will not be so easy!

INT. JEDI TEMPLE – CONTROL CENTER - SAME TIME

Obi-Wan continues searching through the holographic archive.

YODA
Leave now, we must.

Then, apparently due to something he pressed, Obi-Wan sees something appear o.s. near the far wall.

OBI-WAN
Master Yoda . . .

Yoda looks. They’re seeing live, holographic feed from the Senate, taking up a corner of the room. There, Padmй is speaking animatedly.

INT. SENATE - SAME TIME

Padmй continues addressing the vast chamber, again moving to establish different angles.

PADMЙ
I’ve never condoned assassination. And I’m not going to start. I’m just trying to understand why the Jedi, who’ve served the Republic honorably for centuries, who never once desired political power, would suddenly turn and try to kill our Chancellor.

INT. JEDI TEMPLE – CONTROL CENTER - SAME TIME

Obi-Wan and Yoda continue to watch.

OBI-WAN
Does she know the danger she’s in?

YODA
Know, she does.

INT. SENATE - SAME TIME

Padmй continues, speaking as much to herself as to the chamber.

PADMЙ
Would they do it, solely, because they didn’t want to be controlled by him? No, there must be something more than that . . . something that I must now take sole responsibility for disclosing . . . Two years ago, my committee gained access to material concerning what is known to the Jedi as “the Dark Side of the Force,” and a rival sect that uses it, known as the “Sith.” It was a member of this sect who was responsible for the death of Jedi Master Qui-Gon Jinn, and the Jedi have been searching for the sect’s leader, ever since. I didn’t make the connection at the time. None of us did. But, now . . . I think . . . The Jedi found their “Lord of the Sith.”
(indicates Palpatine)
And he is here!

There is an UPROAR from Senators.

INT. JEDI TEMPLE – CONTROL CENTER - SAME TIME

Obi-Wan gazes in astonishment, not at what was just revealed, but at who revealed it. Yoda’s expression is harder to read.

INT. SENATE - SAME TIME

It is Palpatine’s turn.

PALPATINE
The Jedi call it “the Dark Side.” I call it the side of truth, the side of victory, the supreme power that compels all of us to greatness! The Jedi have paid for their lack of vision, which nearly lost us the Republic. Had their small, fuzzy-minded philosophy prevailed, the Separatists would still be attacking! The Separatists would we winning!

PADMЙ
The Separatists whom you, in another guise, were helping.

INT. MUSTAFAR - MAIN CONTROL CENTER – SAME TIME

Anakin appears in the doorway of the control center.

NUTE GUNRAY
Welcome, Lord Vader. We've been expecting you.

Everyone in the room looks to him as he raises his hand toward a control panel, and all the exits close. The confused Separatists look around in bewilderment. Anakin ignites his light saber.

INT. SENATE - SAME TIME

Padmй punches keys very fast on her console.

PADMЙ
This is a subpoena for the communications records, complete and unaltered, from your offices, both since becoming Chancellor, and, previously, when you were Senator.

A holographic copy of the subpoena appears on Palpatine’s document panel. He takes it and gives it a withering look.

PALPATINE
My meetings with citizens of the Republic, representing its various worlds and industries, are held in confidence, so that they are free to give honest advice. They need not fear how their words might be used to extort or embarrass them or those near them.

PADMЙ
Do these citizens who give you advice include Viceroy Nute Gunray?

INT. MUSTAFAR – MAIN CONTROL CENTER – CONFERENCE ROOM - SAME TIME

Nute Gunray is hiding under a table, HEARING SCREAMS from the Separatists who are being slaughtered o.s.

INT. HALLWAY – SAME TIME

Anakin cuts down Droids and Separatists alike. He is unstoppable. He turns his head. His eyes are yellow.

INT. CONFERENCE ROOM - CONTINUOUS

Anakin enters the small conference room where some more of the Separatists are hiding. Rune Haako tries to run, but is trapped by a dead-end, as Anakin advances.

RUNE HAAKO
Stop! Enough! This is not right!

Rune is cut down. Nute Gunray crawls out from under the table and runs out, as Anakin turns.

INT. CORRIDOR – CONTINUOUS

Nute Gunray opens a door, which allows TWO DESTROYER DROIDS to enter.

INT. CONFERENCE ROOM - CONTINUOUS

Anakin cuts down the last two Separatists in the room. The Destroyer Droids appear in the doorway and BLAST away, causing total destruction. When the FIRING is over, Anakin is gone. Blown away? No. He drops from the ceiling behind the Droids and cuts them to pieces, before they know what hit them.

INT. HALLWAY - CONTINUOUS

Nute Gunray is the last Separatist leader alive. Anakin moves on to find him hiding in an alcove.

NUTE GUNRAY
But . . . the war is over. Lord Sidious promised us peace!

ANAKIN
Like the peace you tried repeatedly to give my wife?

NUTE GUNRAY
Your wife? I don’t understand. Who is your wife? Have I met her?

ANAKIN
I would say yes.

He uses the Force to push Nute Gunray against the wall and holds his light saber up to him.

ANAKIN (cont’d)
This is for Padmй!

NUTE GUNRAY
Padmй . . . Amid-

Nute Gunray begins SCREAMING o.s., as Anakin delivers him peace, with extreme prejudice.

INT. SENATE - SAME TIME

Palpatine feigns indignation.

PALPATINE
Your order is worthless. It is nothing more than a fishing expedition.

PADMЙ
You’ve been away from Naboo for too long. Sometimes, we catch some very big fish . . . The law is clear. You have no choice but to comply with the order.

PALPATINE
Have I?

He holds up the subpoena and, with his other hand, FIRES a BOLT of energy, which makes the panel generating it SPARK, BURST INTO FLAMES, and EXPLODE in his hand. Padmй is aghast, as are her aides, Bail and many others.

PALPATINE (cont’d)
Sue me.

He lets that sink in, as he shows that his hand is unscathed. A pall of fear permeates the chamber.

PALPATINE (cont’d)
Because you and I share a common history, I’ve tolerated this mad display of yours. But, now, I tire of it. So, take your pod back to its station, or I will have it, and you, removed . . . permanently.

PADMЙ
(takes deep breaths)
Then . . . it has come to this. I have no choice, but to move . . . for a vote of No Confidence in your leadership as Chancellor, or Emperor, or whatever it is you call yourself!

There is another UPROAR.

PADMЙ (cont’d)
(looks up and about)
And, because, in this extraordinary circumstance, Senators may be in fear for their lives, I move that the vote be taken anonymously!

There is general PANDEMONIUM. Mas Amedda BANGS his staff, and the Senate quiets.

PALPATINE
Yes, there will be a vote.
(looks up and about)
But there will be no anonymous political assassination. The emergency authority granted me has a safeguard, which I hereby invoke. THE VOTE SHALL BE COMPLETELY OPEN! AND I WILL KNOW WHO THE TRAITORS ARE!

Again, there is PANDEMONIUM. Palpatine flashes Padmй an evil grin. Already, she is devastated.

INT. JEDI TEMPLE – CONTROL CENTER – SAME TIME

Obi-Wan turns to Yoda.

OBI-WAN
Master Yoda, I beg of you. Send me to kill the Emperor. Send me to save Padmй. I will not kill Anakin.

YODA
To fight this Lord Sidious, strong enough you are not.

OBI-WAN
He’s like a brother to me . . . I cannot do it!

YODA
Twisted by the Dark Side, young Skywalker has become. The boy you trained is gone . . . consumed by Darth Vader.

OBI-WAN
How could it have come to this?

YODA
To question, no time there is.

OBI-WAN
I do not know where the Emperor has sent him. I don’t know where to look.

YODA
Use your feelings, Obi-Wan, and find him you will. Visit our new Emperor, my task is.

OBI-WAN
And Padmй. Will you try to save her?

YODA
Destroy the Emperor first, I must. If also save her I can, I will. If not, I will not. There will be no try.

INT. SENATE - MINUTES LATER

Palpatine stands in triumph. Padmй’s eyes are lowered in defeat. Her aides and Bail look on fearfully.

PALPATINE
(to the chamber)
The Senate has given its overwhelming support to a glorious future!
(to Padmй)
One that I fear will have no place in it for you.

PADMЙ
Maybe not.
(looks him in the eyes)
But, as Emperor, you’ll make many more enemies than you ever did as Chancellor or Senator.
(to the chamber)
What happened here, on this day, will be remembered. And it will hasten the time when the thousands of worlds of the former Republic rise up in rebellion, to be free once again!

Many Senators GASP. Some hide their faces, terrified from what everyone assumes is coming next. Ellй and Moteй hold each other tearfully. Bail tries to console them. From an upper pod, Mon Mothma watches in awe.

PALPATINE
My dear Senator Padmй Amidala, it would appear that you have developed a desire to die . . . and, it seems, to take your unborn child with you. You may, then, be disappointed to learn that I will not be satisfying it. Were I to charge you with treason, you would be executed.
(to the chamber)
But to show that I am not what some have made me out to be, I shall refrain.
(to Padmй)
You are free . . . to leave.

Padmй is stunned, as are the others with her.

INT. JEDI TEMPLE – CONTROL CENTER - SAME TIME

Relieved but mystified, Obi-Wan turns to Yoda. Yoda looks pensive.

Suddenly, the door is BLOWN open. CLONE TROOPS pour in, BLASTING away, but not before Obi-Wan and Yoda ignite their light sabers to deflect the BOLTS. As they charge and cut down the Clones who have entered the room, Yoda leaps through the door into the hallway.

INT. HALLWAY – CONTINUOUS

Using the walls and ceiling to bounce and leap so fast that he becomes a soft blur of Yodaness, Yoda dispatch-es the Clones in the hallway in very short order.

INT. CONTROL CENTER – CONTINUOUS

Obi-Wan continues to cut down the Clones who enter the room, until they are all dead. Yoda approaches and peers in through the doorway.

OBI-WAN
You don’t have to say it. We’ve stayed here too long.

INT. SENATE - SAME TIME

Their pod having descended, Bail, Padmй and her aides have left the chamber. Looking on, Palpatine speaks quietly under his breath.

PALPATINE
I leave your fate to another.

INT. MAIN HALLWAY - MINUTES LATER

Palpatine’s two other Republic Guards are forcibly escorting Padmй down the hall. She moves her hand in front of her chest.

PADMЙ
There’s no need to push. I said I’m going.

It doesn’t work. She’s too upset. So, she shakes herself loose from them instead.

EXT. SENATE OFFICE BUILDING - EVENING

A large, open vehicle descends from the massive struc-ture to the city below. On the vehicle, just before it reaches street level, the guards on either side of Padmй grab her and throw her out like a projectile. She CRIES OUT in protest, before hitting the pavement rolling. Her right foot hits a raised curb, before she comes to a stop face-up.

A MINUTE LATER

Concerned HUMANS and ALIENS gather around, as Padmй tries to stand. Descending in a speeder, Bail hops out and rushes to her aid.

BAIL
Are you hurt?

PADMЙ
It depends on the meaning.

BAIL
The guards let me pass, but not your aides. They’ve been detained for questioning.

PADMЙ
That’s what I feared, even though neither of them knows anything that would be damaging now.

BAIL
I’ve contacted the Naboo Consulate for them.

He helps her up.

BAIL (cont’d)
Come, let me take you home.

Putting her weight on her right foot, Padmй recoils in pain.

PADMЙ
Oh!

INT. PADMЙ’S APARTMENT – LIVING ROOM - TWILIGHT

Bail helps Padmй into the living room. Outside the window, the sun has just set. C-3PO approaches them.

C-3PO
Oh dear, My Lady, you’re injured! How did this happen? What should I do?

Bail helps Padmй onto the largest of the couches, where she lies down.

BAIL
(to C-3PO)
Go prepare a med device to heal her foot.

C-3PO
Right away, sir.

C-3PO heads away, as Bail pours Padmй a cup of juice from the pitcher on the low table. She drinks it down. C-3PO turns around.

C-3PO (cont’d)
Oh, I think you should know. Master Kenobi is . . .

Obi-Wan appears from the hallway.

C-3PO (cont’d)
Here.

C-3PO exits to the other room. Bail sits on one of the other couches, as Obi-Wan approaches.

OBI-WAN
You were . . . brilliant today, Padmй.

PADMЙ
You saw it?

OBI-WAN
Most of it.

PADMЙ
I wasn’t brilliant. I failed.

OBI-WAN
(paces slowly)
You unmasked the Emperor . . . took away his pretense . . . and, we can hope, shortened his reign. There was nothing more you could have done. The Republic had already fallen. It was too far-gone. It’s now up to Master Yoda.

PADMЙ
To assassinate him?

OBI-WAN
(turns to her)
No, to fight him fairly, as the Jedi always have.

PADMЙ
Palpatine doesn’t fight fairly, in case you haven’t noticed. Master Yoda doesn’t stand much of a chance, does he?

OBI-WAN
Are you suggesting . . .?

PADMЙ
No, I’m not. I know what would happen then. Even one with as much good in him as Master Yoda would become lost to the Dark Side, and, with him, so would we.
(softly)
But I almost did. That man has taken away everything we stood for . . . everything I’ve lived for . . . even Anakin . . . my Ani.
(raises up)
I must go to Anakin and try to bring him back . . . back to us . . . back to me.

OBI-WAN
(paces again)
That may not be possible. Anakin, too, may be too far-gone. He, too, has been made a Lord of the Sith, and they’ve given him a name . . . Darth Vader.

Padmй lies back down. Obi-Wan turns to her.

OBI-WAN (cont’d)
I don’t know where the Emperor has sent Anakin, and I need to find him. Do you know where he has gone?

PADMЙ
(realizing)
You’re going to kill him.

OBI-WAN
I will, if I have to . . . if he leaves me no choice. And, to be completely sincere . . . I doubt that I’ll have a choice.

PADMЙ
Then . . . to be completely sincere . . . Yes, I know where he went, but I won’t tell you.

She turns her face away. Obi-Wan sits on another of the couches, eyes lowered.

OBI-WAN
Padmй . . . this is very difficult . . . but, if you’re intent on seeing Anakin again, you must know . . . I’ve been to the Jedi Temple.

Bail sits forward anxiously.

OBI-WAN (cont’d)
I’ve seen the bodies of the Younglings . . . their condition. Padmй raises up, apprehensive.

OBI-WAN (cont’d)
I’ve seen the security recording.

PADMЙ
(softly, shaking her head)
No.

BAIL
General, please don’t do this.

OBI-WAN
Only the few who got out were killed by Clones. The rest . . .

PADMЙ
No, not Ani.

OBI-WAN
Yes.

PADMЙ
(lies back)
I don’t believe you! I can’t!

OBI-WAN
(softly)
Search you feelings. You know it to be true.

Padmй cries.

OBI-WAN (cont’d)
I’m sorry.

PADMЙ
Please, go now.

Bail gets up and walks over to where Obi-Wan is still sitting. Obi-Wan is genuinely in pain.

OBI-WAN
I’m truly sorry.

BAIL
(tugs at Obi-Wan)
Come, let’s go.

OBI-WAN
(stands)
Your children . . .

Padmй looks straight at him.

OBI-WAN (cont’d)
Anakin’s the father?

PADMЙ
Get out!

OBI-WAN
(suddenly fearful)
Padmй, I’ll help you any way I can. Just don’t give up. There is hope, for you and for them!

PADMЙ
GET OUT!

BAIL
(to Padme, as he grabs Obi-Wan)
We’re going.

Bail pulls Obi-Wan with him toward the outer door.

INT. APARTMENT BUILDING – ELEVATOR – MINUTES LATER

Obi-Wan and Bail descend, with the city lights rising behind them. Obi-Wan is distraught.

OBI-WAN
We should not be leaving her alone right now.

BAIL
We don’t have a choice. You saw to that. What were you doing?

OBI-WAN
(softly)
What I had to do . . . but I never meant for it to harm her. You must know that.

BAIL
I don’t know anymore. The Jedi . . . the Sith. In a way, you deserve each other.

Obi-Wan looks at him, disturbed.

INT. APARTMENT – LIVING ROOM - MINUTES LATER

Padmй sits up on the couch, using a small medical device on her foot. She switches it off, sets it down, and lies back, staring up . . .

PADMЙ’S P.O.V - CONTINUOUS

Through the skylight, and the haze, at the dimly visible stars beyond.

INT. APARTMENT – DROID’S ROOM - MINUTES LATER

Padmй, having changed into traveling clothes, pops into the room where C-3PO stays.

PADMЙ
Come, Threepio. We’re leaving.

C-3PO
But, My Lady. What about your injury? The healing takes time.

EXT. MUSTAFAR LANDING PLATFORM - NIGHT

Waiting next to Anakin’s Jedi fighter, R2-D2 looks around, making forlorn NOISES. Apart from the distant RUMBLINGS of equipment and lava flows, all is quiet.

A MINUTE LATER

R2 is rolling toward the main building.

R2’S P.O.V. - CONTINUOUS

We ROLL INTO the building through the open outer doors and THROUGH a dark corridor to an inner door, which is sealed.

INT. CORRIDOR - CONTINUOUS

R2 connects his service arm to a port in the door’s control panel, and turns it. The door opens.

R2’S P.O.V. - CONTINUOUS

We ROLL SLOWLY INTO the Main Control Center. There, laid out before us, is the massive carnage that was once the remaining Separatist leaders.

INT. MAIN CONTROL CENTER – CONTINUOUS

Upset, R2 turns back and forth and makes lots of NOISE.

Anakin is bent over a console, his back turned. His hand is on a control next to a large flashing light, beside which holographic communications records appear and are erased. His other hand holds his light saber, presently turned off. He turns around and, with a mad expression, ignites the light saber.

R2 freezes. Anakin waves the light saber slowly before his own face.

ANAKIN
Artoo . . . I thought I told you to stay with the ship . . . Was there something you wanted to tell me?

The muted NOISES R2 makes indicate an answer in the negative.

EXT. CORUSCANT – CITY LANDING PLATFORM - NIGHT

Padmй hobbles as fast as she can toward her Naboo Cruiser. C-3PO follows, directing an automated cart of hastily thrown together luggage.

Obi-Wan appears from around a corner, out of Padmй’s and C-3PO’s line of sight.

As Padmй starts up the ramp, the door opens, and Captain Typho emerges, looking concerned.

PADMЙ
(catching her breath)
Captain Typho.

CAPTAIN TYPHO
I took the first available transport back. I’ve been trying to contact you from here. My Lady, are you all right?

PADMЙ
I’ve had better days.

CAPTAIN TYPHO
I know. I heard what happened.

PADMЙ
Is there any word on Ellй and Moteй? Are they alive?

CAPTAIN TYPHO
As far as we know. We’re doing everything we can to get them released.

PADMЙ
If you see them . . . tell them that I’m sorry it came to this, and, if it’s at all possible, I’ll make it up to them . . . But I cannot remain here. There’s somewhere I must go . . . something I must do urgently.

Captain Typho glances at C-3PO approaching with the cart of luggage.

CAPTAIN TYPHO
Yes, I can see that. I am to come with you, of course.

PADMЙ
No, thank you, Captain. The danger that you could protect me from is over. The fighting has stopped . . . and this is personal.

CAPTAIN TYPHO
I’ve been in communication with the Queen. Her Majesty has forgiven you.

PADMЙ
I haven’t asked for her forgiveness.

CAPTAIN TYPHO
Her Majesty gives it freely. It doesn’t matter to her who the child’s father is. And she believes what you did in the Senate was heroic, though she can’t say it publicly. She wishes to learn from you and requests that you return to Naboo and become her mentor.

PADMЙ
Thank Her Majesty for me, but, the way things are now, I cannot go back. My path lies elsewhere.

CAPTAIN TYPHO
May I ask where?

PADMЙ
You may ask.

CAPTAIN TYPHO
My Lady, you should not be traveling alone. You are not well.

PADMЙ
Not well?! Would you be well in my circumstance? Besides, I won’t be alone. Threepio can look after me.

C-3PO
Oh, dear.

Padmй advances. Captain Typho backs up.

CAPTAIN TYPHO
I swore an oath, My Lady.

PADMЙ
I release you from it.

CAPTAIN TYPHO
The Queen has renewed it. I am to protect you against any further danger, regardless of your feelings on the matter.

PADMЙ
Where I’m going, I’ll either have all the protection I need, or no amount of protection will be enough. You’ll be in much more danger than me, so stand aside, Captain!

She starts toward him. He draws his weapon.

Alarmed, Obi-Wan draws his light saber but stops short of igniting it.

CAPTAIN TYPHO
Right now, you are a danger to yourself.

PADMЙ
I take it I’m to mentor the Queen from a mental asylum then?

CAPTAIN TYPHO
No, the Queen’s offer is genuine. But, My Lady, please understand-

With quick hand movements, Padmй disarms Captain Typho and throws him off the ramp, seemingly farther than her petite frame would allow. Landing on his back, he reaches for a second weapon, but Padmй has already drawn hers from a belt underneath her long blouse.

PADMЙ
Don’t!

Captain Typho doesn’t move.

PADMЙ (cont’d)
Threepio, load the ship.

C-3PO moves up behind her with the cart.

C-3PO
My Lady, I think you should listen to Captain Typho.

PADMЙ
Just do as I said, or you can stay behind with him!

C-3PO maneuvers the cart into the ship.

PADMЙ (cont’d)
I’m sorry, Captain, that we had to part this way.

She enters the ship and seals the door. Captain Typho is starting to get up, when he sees someone standing over him. It is Obi-Wan.

OBI-WAN
(quietly)
It’s all right. I’ll look after her.

Captain Typho looks on in bewilderment, as Obi-Wan jumps onto the retracting ramp. Obi-Wan uses the Force to open the door partway and ducks under it, before the ramp is gone. The door closes.

INT. NABOO CRUISER - COCKPIT – SAME TIME

C-3PO chatters away, as Padmй fights back tears.

C-3PO
Green light. Do you know I think I'm beginning to get the hang of this flying business?

EXT. LANDING PLATFORM - CONTINUOUS

The ship LIFTS OFF and heads into the traffic lanes.

INT. NABOO CRUISER - CARGO HOLD – MINUTES LATER

Obi-Wan sits perfectly still against the wall, deep in thought.

EXT. MUSTAFAR - SPACE

The Naboo Cruiser approaches the glow of lava flows, which cover much of the planet Mustafar’s night side.

EXT. MUSTAFAR - LANDING PLATFORM – NIGHT

The Cruiser lands close to where Anakin’s Jedi fighter is parked.

INT. MAIN CONTROL CENTER – SAME TIME

Anakin, his back turned again, watches the Cruiser land through the window.

EXT. LANDING PLATFORM - NIGHT

The door to the Cruiser opens, and Padmй emerges. Her foot seems to be better, but she still has a limp. Sensing something, she draws her blaster from its still concealed holster. But she thinks better of it, and puts it back, as she hears a familiar NOISE above the background DRONE. She then sees R2-D2 rolling toward her. He BEEPS frantically, as he reaches her.

PADMЙ
Artoo.

She feels him. He is shaking.

ANAKIN (O.S.)
Padmй!

Padmй looks up to see Anakin standing on the observa-tion platform. He comes running toward her. She goes to meet him partway.

ANAKIN (cont’d)
I saw your ship . . . I’m sorry for last night.

They embrace.

ANAKIN (cont’d)
Did something happen to you? You’re limping.
(before she can answer)
Anyway, you’re safe now. What are you doing out here?

PADMЙ
I’m here, because I’m frightened, but not for me, for you. So many terrible things happened. Like I said, they’ve been affecting you.

ANAKIN
You’re right. They have, but in a wonderful way.

PADMЙ
Anakin, I must tell you. I know about the Dark Side. I’ve known for a long time . . . and I know I’m losing you.

Taken aback, Anakin breaks their embrace.

ANAKIN
What are you saying?

PADMЙ
Now, Obi-Wan has told me something more, and I must know the truth . . . Did you kill the Younglings?

ANAKIN
Obi-Wan . . . He saw you again? He’s trying to turn you against me.

PADMЙ
No, I don’t believe that. He cares about us.

ANAKIN
Us?!

PADMЙ
He wants to help you, but he doesn’t know how. He thinks it’s too late. Is he right? Is it too late?

ANAKIN
For his way, it is. If I turn back, who’s going to help you? Who’s going to protect you? Obi-Wan? He isn’t strong enough.

PADMЙ
Anakin, I don’t want your protection . . . not like this. All I want is your love.

ANAKIN
Love won’t save you, Padmй. Only my new powers can do that. I won’t lose you the way I lost my mother. I’ve become more powerful than any Jedi has ever dreamed of, and I’ve done it for you. I can protect you now . . . from anything . . . even in the Senate.

Padmй turns around, eyes lowered.

PADMЙ
There’s no need to be afraid of that anymore. I’ve been thrown out of the Senate. There’s nothing left for me there, or on Naboo, under him.

Anakin is stunned. Padmй turns back to him and grabs him below his shoulders.

PADMЙ (cont’d)
Break the hold that the Emperor has on you, and let’s get away from here! I’ve already packed. We can go to a far corner of the galaxy, where there’s no war . . . no empire . . . where we can raise our children. We can return someday, when it’s possible to do something good again!

ANAKIN
(breaks away)
And waste everything I’ve accomplished?! Don’t you see, there’s no reason for us to run away. I’ve defeated the enemies of the Republic . . . even the Viceroy, your old enemy. I killed him for you. I’ve brought peace to the galaxy . . . made the new empire possible. Now, I’m more powerful than the Emperor himself.

He comes back and puts his hands on her shoulders.

ANAKIN (cont’d)
You’re upset that he threw you out of the Senate? You don’t need the Senate. I can overthrow the Emperor, and, together, you and I can rule . . . make things the way we want them to be!

PADMЙ
(backs away)
I don’t believe what I’m hearing! Obi-Wan was right! It has gone too far! You’ve changed!

ANAKIN
I don’t want to hear any more about Obi-Wan. The Jedi turned against me. Don’t you turn against me!

PADMЙ
(in tears)
I don’t know you anymore! Anakin, you’re breaking my heart! I love you. I’ll never stop loving you. But you’re going down a path I can’t follow!

ANAKIN
And why can’t you follow me? Why can’t you have faith in me?!

PADMЙ
Because of what you’ve done . . . what you plan to do! Stop! Stop now! I love you!

ANAKIN
(looks toward the ship)
Liar!

Padmй turns around. There is Obi-Wan standing in the doorway.

PADMЙ
No!

ANAKIN
You’re with him! You betrayed me! You brought him here to kill me!

PADMЙ
No! Anakin, I swear. I-

Anakin reaches out, and Padmй grabs her throat, as she starts to choke. She reaches with her other hand, trying to block the power, but it is no use. R2 BEEPS in protest.

OBI-WAN
Anakin, release her!

Anakin continues to choke Padmй remotely. Her eyes plead with him.

ANAKIN
(low, to Padmй)
What were you doing with him?

OBI-WAN
Let her go, Anakin!

Anakin doesn’t hear him. He’s still reaching out. Padmй is losing consciousness.

OBI-WAN (cont’d)
ANAKIN!

He runs to tackle Anakin. Anakin turns at him, his hand still out. Obi-Wan falls backwards. Padmй falls to the ground, unconscious. Obi-Wan scrambles to his feet and, catching his breath, faces Anakin.

ANAKIN
Your feelings betray you, Obi-Wan.
(points to her)
You want Padmй!

OBI-WAN
(incredulous)
What? . . .

ANAKIN
You want to take her from me! What have you and she been up to?!

OBI-WAN
She and I . . . You’re thinking that . . .
(shakes his head)
You are sadly mistaken.

R2 rolls to Padmй, making soft NOISES.

OBI-WAN (cont’d)
(thinking it over)
I care for Padmй, yes. I empathize with her . . . something you, obviously, have forgotten how to do. But I don’t . . . want her. Not in the way that you’re suggesting!

ANAKIN
You turned her against me!

OBI-WAN
You have done that yourself.

ANAKIN
You will not take her from me.

He throws off his cloak.

OBI-WAN
Your anger and your lust for power have already done that.

He flings off his cloak.

OBI-WAN (cont’d)
You have allowed this Dark Lord to twist your mind until now . . . until now you have become the very thing you swore to destroy.

They circle each other, until Obi-Wan is near Padmй. He kneels and places his hand on her. She is alive.

ANAKIN
Don't lecture me, Obi-Wan. I know what I’m doing. I do not fear the Dark Side, as you do. Through it, I have brought peace, justice, freedom and security to my new Empire.

OBI-WAN
(stands)
Your new Empire?

ANAKIN
It is my destiny . . . once I kill the Emperor and take his place, with Padmй by my side.

OBI-WAN
Anakin, Padmй’s allegiance, and mine, is to the Republic . . . to democracy. You should have seen her-

ANAKIN
(interrupting)
If you're not with me, then you are my enemy!

Obi-Wan thinks a moment.

OBI-WAN
Only a Sith deals in absolutes. I will do what I must.

He ignites his light saber.

ANAKIN
You will try.

Anakin ignites his light saber. He lashes out at Obi-Wan, and they begin a ferocious sword fight. Anakin throws containers at Obi-Wan, using the Force. They work their way off the landing platform and into the main entry hallway. Anakin kicks Obi-Wan who drops to a lower level.

INT. CORUSCANT - SENATE ARENA - CHANCELLOR'S HOLDING OFFICE – SAME TIME

Yoda enters, using the Force to throw the two Republic Guards (the second pair) against the wall, knocking them unconscious. Darth Sidious turns his chair toward Yoda. Mas Amedda stands behind Sidious' desk.

YODA
I hear a new apprentice, you have, Emperor, or should I call you Darth Sidious.

DARTH SIDIOUS
Master Yoda, you survived.

YODA
Surprised?

DARTH SIDIOUS
Your arrogance blinds you, Master Yoda. Now you will experience the full power of the Dark Side!

The Dark Lord raises his arms, and LIGHTNING BOLTS shoot out, surrounding Yoda. Yoda is picked up and thrown across the room, hitting the wall and sliding down in a crumpled heap. Sidious chuckles.

INT. MUSTAFAR - PASSAGES TO CONTROL CENTER – SAME TIME

Anakin and Obi-Wan move their fight toward the main control center.
As the laser swords fly, bits of the hallway are cut up. Obi-Wan and Anakin jump and use every trick in the Jedi book.

INT. CORUSCANT - HOLDING OFFICE – SAME TIME

Mas Amedda leaves the room. Darth Sidious approaches a stunned Yoda.

DARTH SIDIOUS
I have waited a long time for this moment, my little green friend. At last, the Jedi are no more.

YODA
Not if anything I have to say about it, Lord Sidious.

Yoda uses the Force to throw Sidious back, knocking him clear over his desk and onto the floor in a heap.

YODA (cont’d)
At an end your rule is and not short enough it was, I must say.

Darth Sidious flies through the air, cape flapping, heading toward the exit. At the last second, Yoda flies into the exit and stops the Dark Lord.

YODA (cont’d)
If so powerful you are, why leave??

Yoda ignites his light saber.

DARTH SIDIOUS
You will not stop me. Darth Vader shall become more powerful than either of us.

Sidious ignites his light saber.

YODA
Faith in your new apprentice, misplaced may be, as is your faith in the Dark Side of the Force.

Their swords CLASH. The battle is extremely fast and furious.

INT. MUSTAFAR - MAIN CONTROL CENTER – SAME TIME

View screens EXPLODE around Anakin and Obi-Wan, as they work their way into the Control Room. The fighting is intense. Obi-Wan is on the defensive, as he jumps up on the table view screen in the center of the room.

ANAKIN
Don't make me destroy you, Master. You're no match for the Dark Side.

OBI-WAN
I've heard that before, Anakin . . . but I never thought I'd hear it from you.

Anain forces Obi-Wan back into the Conference Room, where the quarters are much closer. SPARKS fly everywhere. Anakin jumps onto the conference table. Obi-Wan slides across the table, knocking Anakin over, both of them dropping their light sabers as they fall. Obi-Wan uses the Force to summon his dropped light saber. Anakin does the same.

INT. CORUSCANT - SENATE CHAMBER – SAME TIME

Darth Sidious seeks refuge in the vast Senate chamber. He gets into the Chancellor's podium, and it starts to rise up into the arena. Yoda makes a giant leap into the control pod. The sword fighting is intense in the confined space.

INT. MUSTAFAR - MAIN CONTROL CENTER – SAME TIME

The battle intensifies.

OBI-WAN
The flaw of power is arrogance.

He stands looking at his former apprentice.

ANAKIN
You hesitate . . . the flaw of compassion.

They lock sabers. Obi-Wan puts out his hand to use the Force to push Anakin away. Anakin puts out his hand to block Obi-Wan. Both combatants are BLASTED backwards onto the control panels. They regain their footing, and the battle continues. Anakin kicks Obi-Wan away.
They battle around the room, and eventually the door to the exterior is knocked open. They continue battling out onto the balcony.

INT. CORUSCANT - SENATE CHAMBER – SAME TIME

Yoda unleashes a ferocious assault on Sidious, causing him to almost go over the edge. The Dark Lord drops his light saber but recovers with a BLAST OF ENERGY from his hands that surrounds Yoda. Yoda deflects the Sith Lord's LIGHTNING BOLTS. The ENERGY BOLTS begin to arc back on the Emperor. It looks as if the Dark Lord is doomed.

YODA
Destroy you I will, just as Master Kenobi, your apprentice will destroy.

Sidious reaches out with one hand, and a Senate pod is released from its mooring and heads toward the podium. Yoda jumps to a lower pod to avoid it. Sidious uses the Force to hurl pod after pod at Yoda, who ducks and jumps from one flying pod to another. Yoda leaps away from the pods and uses the Force to hold one of them suspended in the air. The pod spins, and Yoda throws it back at Sidious, who leaps away at the last moment.

Yoda leaps after him, but Sidious quickly turns and aims the full force of his ENERGY BOLTS at the tiny green Jedi, catching him in mid-air and throwing him back hard against the podium. The impact causes Yoda to drop his light saber. Yoda blocks the LIGHTNING and throws Sidious backwards off the podium. The backlash knocks Yoda off the podium, and he falls several hundred feet to the base. Sidious follows in the pod he has caught, searching for Yoda.

EXT. MUSTAFAR - CONTROL CENTER BALCONY – SAME TIME

Anakin forces Obi-Wan down a narrow balcony outside the Control Room. He rips objects off the wall and throws them at Obi-Wan, as he pushes him further along. The DRONE of equipment and RUMBLE of flowing lava o.s. is getting louder. The balcony ends, and Obi-Wan is trapped. He looks over the balcony and into a river of lava.

Anakin cuts a piece of the balcony railing off, along with a control panel. ALARMS SOUND, and a protective ray shield around the superstructure disappears. It tumbles into the molten abyss, disappearing in a puff of smoke. Hot gases rise.

A small pipe connects the Control Center to the Main Collection Plant. Obi-Wan has no choice but to tightrope-walk out across the lava river. Following Obi-Wan, Anakin jumps down onto the flexing pipe, lands, and resumes fighting. Obi-Wan and Anakin work their way across the small pipe, fighting ferociously as they go. But the heat and the fumes are beginning to affect them. Their light sabers, though light, are beginning to feel heavy.

Obi-Wan slips, throws his light saber up in the air, grabs on to the pipe, swings around, grabs on to an upper pipe, retrieves his light saber, and lands back on the original pipe, almost losing his balance again. They continue to fight across the pipe until they reach the Main Collection Plant.

INT. CORUSCANT - SENATE BUILDING - WIRING CHUTE – SAME TIME

Yoda squishes his way through a mass of wires in a small chute. He opens his comlink.

YODA
Hurry. Careful timing, we will need.

INT. SENATE CHAMBER – SAME TIME

A Senate pod with COMMANDER THIRE and SEVERAL OTHER CLONE TROOPERS moves up to where Mas Amedda and Darth Sidious are waiting. Beneath the podium, TWENTY CLONE TROOPERS search for Yoda's body. Curious SENATORS look on from some of the pod entrances.

CLONE COMMANDER THIRE
There is no sign of his body, sir.

MAS AMEDDA
Then he is not dead.

DARTH SIDIOUS
Double your search.

CLONE COMMANDER THIRE
Yes, sir. Right away, sir.

DARTH SIDIOUS
(to Mas Amedda)
Tell Captain Kagi to prepare my shuttle for immediate takeoff.

MAS AMEDDA
Yes, Master.

DARTH SIDIOUS
I sense Lord Vader is in danger.

EXT. MUSTAFAR - COLLECTION PANELS – SAME TIME

Here, the DRONE of equipment is at its loudest, as Obi-Wan and Anakin battle on the top of the multispired collection panels. They jump from one to the other with increasing difficulty, the landing being the hardest part. At the end of the collection cluster, a huge SPRAY of lava covers the attachments that hold up the collectors. The frame begins to melt. It's raining lava. Both Anakin and Obi-Wan run for cover under the collection cluster. They continue to fight in the lava rain, darting from cover to attack, then retreating to cover.

Support for the entire structure begins to fall away, and the collection cluster falls into the lava river. The Jedi continue their fight, climbing to the highest point on the tower, as the rest begins to melt away riding the swift current down the river. It bends toward the lava, as they get out toward the end.

They are, by now, extremely hot, tired, dehydrated, and suffering from poison gas. Burns are forming on their faces and hands. Yet they keep fighting with what remains of their strength, Anakin seeming to have more than Obi-Wan. The tower slowly starts to sink under the lava.

EXT. CORUSCANT - SENATE OFFICE BUILDING – SAME TIME

Bail Organa, in his open-cockpit speeder, flies along next to the roof eave of the huge Senate Building. He slows and moves close to a long row of recessed lights. Suddenly, Yoda falls out of one of the recesses and lands in the speeder. Bail GUNS IT and heads away.

INT. BAIL ORGANA'S SPEEDER - CONTINUOUS

Yoda straightens himself out.

YODA
Into exile I must go. Failed, I have.

Bail and Yoda fly into the traffic of the city.

EXT. MUSTAFAR - COLLECTION PANELS – SAME TIME

Obi-Wan realizes he is getting very close to the edge of the lava. He grabs a thick cable and leaps from the collection arm. Anakin follows, grabbing another cable. They are barely able to hang onto the cables, as they climb up them, so forget about fighting. Then they see . . .

INSERT – THE LAVA RIVER AHEAD

dropping off in a tremendous, ROARING lava fall.

BACK TO SCENE

SNAPPING and METAL GROANS are heard, as the main part of the collector starts to break away and move toward the increasing ROAR of the lava fall. Obi-Wan looks around and sees a small floating platform making its way toward the tower. Using the Force, he does a double hack-flip to the floating platform. He collap-ses upon landing, but quickly gets up and leans to one side to move away from the tower.

Anakin sees two large, mound-like WORKER DROIDS in the distance. He climbs up the tower, concentrates, then leaps through the air, miraculously landing on one of the Droids. The Droid is confused and CHATTERS to its co-worker. The giant collector goes over the lava flow and disappears in the mist of sparks below.

Obi-Wan heads for the bank of the lava river, but Anakin's Droid is faster. Their burn injuries more pronounced, he catches up with his old Master who, by now, is barely able to stand.

OBI-WAN
I have failed you, Anakin . . . I was never able to teach you to think.

ANAKIN
I should have known the Jedi were plotting to take over . . .

OBI-WAN
From the Sith! . . . Anakin . . . Palpatine is evil.

ANAKIN
From the Jedi point of view! From my point of view, he isn’t the only one. You are also evil!

OBI-WAN
Then you are truly lost.

Anakin raises his light saber.

ANAKIN
This is the end for you, my Master . . . I wish it were otherwise.

With the Force, Anakin jumps and flips onto Obi-Wan’s platform. The fighting resumes, until Obi-Wan, also using the Force, jumps toward the safety of the black sandy edge of the lava river. He lands against a large rock outcropping, but then rights himself.

OBI-WAN
It's over, Anakin . . . I have the high ground.

ANAKIN
You underestimate my power.

He begins to concentrate.

OBI-WAN
No . . . Don’t try it! . . . Anakin!

Anakin lifts off the platform and comes flying through the air at Obi-Wan. Obi-Wan holds still, at first, then ducks aside and swings his light saber. It slices through both of Anakin’s legs at the knees. Obi-Wan swings it back and cuts off Anakin’s left arm.

Dropping his light saber, Anakin tumbles down the embankment and rolls to a stop near the edge of the lava. Obi-Wan falls back against the rock, also dropping his light saber.

Anakin struggles to pull himself up the embankment with his mechanical hand. His thin leather glove has burned off. He keeps sliding down in the black sand.

Watching helplessly, Obi-Wan would be in tears, if he had any moisture to spare.

OBI-WAN (cont’d)
We were brothers! . . . I cared for you . . . I honored Qui-Gon’s dying wish by training you . . . He said you were the Chosen One! . . . He said you were going to destroy the Sith . . . bring balance to the Force . . . not join them and leave us in Darkness! . . . You talk of betrayal . . . You betrayed . . . everyone who loved you . . . everyone who had hope for you! . . . Even your mother! . . . If she were alive . . .

ANAKIN
I . . . HATE . . . YOU!

Anakin's clothing blows into the lava river and ignites. He BURSTS INTO FLAMES and starts SCREAMING. Obi-Wan watches in horror, as Anakin, engulfed in flames, struggles to climb the embankment.

Obi-Wan can't watch anymore. He turns away. He picks up the nearest light saber (Anakin’s), places it on his belt, and starts climbing around the edge of the rock.

EXT. MUSTAFAR - MINUTES LATER

Obi-Wan staggers over rocky ground, away from the lava and fumes. But it is too late. He is gasping for breath. He collapses. He is dying. But then . . . a lifeline. A thick line with grappling hooks lands in front of him. He sees it and grabs hold of it with both hands.

R2-D2, sitting on smooth ground nearby, the line having shot out of his mid-section, starts pulling Obi-Wan to safety. C-3PO approaches.

C-3PO
Oh, my! It’s Master Kenobi!

R2 BEEPS.

C-3PO (cont’d)
Hurry, Artoo. Let’s put him in the ship with Lady Padmй and leave this dreadful place!

EXT. MUSTAFAR - VOLCANO EDGE - NIGHT

What is left of Anakin crawls up the bank, his body smoking. There is the SOUND OF THRUSTERS, as a shuttle flies overhead and lands.

EXT. LANDING PLATFORM - CONTINUOUS

An Imperial Shuttle closes its wings and settles on the highest platform. A PLATOON OF CLONE TROOPERS exits the craft, followed by Darth Sidious.

EXT. MUSTAFAR - VOLCANO PIT – MINUTES LATER

Darth Sidious discovers what remains of Anakin and checks him out.

DARTH SIDIOUS
Anakin! Anakin!
(amazed)
He's still alive.
(to the Clones)
Get a medical capsule, immediately.

CLONE CAPTAIN
Yes, sir. Right away.

Several of the Clones rush off, as Sidious puts his hand on Anakin's forehead.

INT. ALDERAAN STARCRUISER – BRIDGE – SPACE - SAME TIME

The Captain and crew work, as Yoda stands in the middle of the bridge, holding his head in intense pain. Bail approaches Yoda.

BAIL
Where are they? Can you sense them?

YODA
I sense . . . suffering . . . terrible suffering.

BAIL
Who is it? Can you tell?

YODA
Beyond my reach, young Skywalker has gone. Him, it is not . . .
(MORE)

YODA (cont’d)
Obi-Wan, it is . . . and someone with him . . . Near death, both of them are.

BAIL
(alarmed)
Where?! Can you tell where?!

With an anguished expression, Yoda looks out the window, raises his hand slowly, and points. Bail kneels down next to Yoda and looks at where he’s pointing.

BAIL (cont’d)
They are between Mustafar . . . and Polis Massa . . . probably headed for Polis Massa.
(stands)
Captain, we’re going there also! Maximum speed!

INT. ALDERAAN STARCRUISER – GUEST QUARTERS – MINUTES LATER

The door slides open, and Yoda enters, using his gimer stick more than usual. He stops and looks at something o.s. in astonishment. It’s like he’s seeing a ghost.

INT. POLIS MASSA - MEDICAL CENTER – REHAB ROOM – NIGHT

Obi-Wan wakes up in a bed. He looks around then Removes the oxygen mask that has been placed on his face. The burns on his face and hands have started to heal, but still look painful. He raises up to the edge of the bed and tries to stand. A MEDICAL DROID enters.

MEDICAL DROID
You shouldn’t be out of bed yet.

OBI-WAN
I must see Padmй. How is she?

INT. MEDICAL CENTER - OPERATING THEATER – OBSERVATION ROOM - MINUTES LATER

The Medical Droid helps Obi-Wan to the window, where Bail and Yoda are waiting.

BAIL
Master Kenobi.

YODA
Good to see you conscious, it is.

Obi-Wan looks through the window. Inside, POLIS MEDICS work on Padmй, who lies on the operating table. She turns her head and looks sadly at Obi-Wan.

MEDICAL DROID
Her injuries were severe, but she should be recovering. For reasons we can’t explain, we’re losing her.

OBI-WAN
She's dying?

MEDICAL DROID
Her midi-chlorians aren’t responding to treatment. It’s as though she has lost the will to live. We need to operate quickly, if we are to save the babies.

YODA
Save them, we must. They are our last hope.

Obi-Wan looks at Yoda then turns to Bail.

OBI-WAN
Has Padmй been told anything about what happened to Anakin?

BAIL
I told her I didn’t know.

OBI-WAN
Good . . . This time, we’ll keep it that way.

INT. CORUSCANT - IMPERIAL REHAB CENTER – DAY

It may be day on Coruscant, but the lighting in the rehab center is darker than in the Polis Massa medical center, and equipment in the b.g. emits gases. Anakin, still conscious, is lifted from the medical capsule onto an operating table. He CRIES OUT in agony. DROIDS go to work on him, giving him new legs and a new arm.

INT. POLIS MASSA - MEDICAL CENTER – OPERATING THEATER - SAME TIME

The twins are being delivered as Bail, Yoda, R2-D2 and C-3PO watch from the observation room. Obi-Wan is in the operating room with Padmй. He takes her hand. There is blood on it.

OBI-WAN
Don't give up, Padmй.

Padmй winces from the pain. The Medical Droid is holding the PREMATURE BABY.

MEDICAL DROID
It's a boy.

PADMЙ
Luke . . .

Padmй can only offer up a faint smile. She struggles to touch LUKE on the forehead.

MOMENTS LATER

The Medical Droid holds ANOTHER PREMATURE BABY.

MEDICAL DROID
. . . and a girl.

PADMЙ
Leia . . .

She gives LEIA a good, long look. Leia opens her eyes slightly and looks back.

INT. CORUSCANT - IMPERIAL REHAB CENTER - DAY

DARTH VADER, dressed in his black body armor, lies on the table. Nose plugs are inserted and the mask drops from above, sealing tightly. The helmet is fitted, and Vader begins BREATHING.

INT. POLIS MASSA - MEDICAL CENTER – OPERATING THEATER - SAME TIME

Padmй’s clothes and hands are bloody. The medics have given up on her, but Obi-Wan has not. Distraught, he leans over Padmй and softly speaks to her.

OBI-WAN
Padmй, hang on. Save your energy.

PADMЙ
I can't . . .

OBI-WAN
You must. Your children need you.

PADMЙ
Now, they need you . . . They’re safer . . . without me.

OBI-WAN
They’ll be stronger with you. We won’t let the Emperor take them. I promise you that. We’ll hide you.

PADMЙ (cont’d)
You can’t . . . for long enough . . . It’s too late . . . for me.

OBI-WAN
No, Padmй, don’t say that! Don’t give up! You mustn’t give up!

Obi-Wan is in tears. Padmй fights back the pain enough to study him.

OBI-WAN (cont’d)
Don’t give up, Padmй.

Padmй looks at him with understanding.

PADMЙ
No . . . you don’t give up.

She winces again and takes Obi-Wan’s hand. Her other hand grasps Anakin’s japor snippet.

PADMЙ (cont’d)
Obi-Wan . . . there is good . . . in Anakin . . . I know there is . . . There is good . . . in him . . . still . . . Someday . . .

A last GASP, and she dies. Obi-Wan gazes at her for a moment then studies the necklace.

EXT. NABOO - ALDERAAN STARCRUISER – ATMOSPHERE - DAY

Bail Organa’s Starcruiser approaches the city of Theed.

INT. ALDERAAN STARCRUISER - CONFERENCE ROOM

Seated at the conference table, his burns partially healed, Obi-Wan looks like he has just been through the most traumatic experience of his life. Yoda sits next to him, listening to Bail who sits across from them.

BAIL
Senator Mothma has resigned, and more then twenty other Senators, and hundreds of supporters, have left with her for parts unknown. The rebellion that Senator Amidala called for is already beginning.

YODA
(indicates himself and Obi-Wan)
Like them, disappear, we will, until the time most needed we are . . . when the twins are grown.

OBI-WAN
Master Yoda, do you think Anakin’s and Padmй’s twins will be able to defeat the Emperor?

YODA
Strong the Force runs, in the Skywalker line. In the Amidala line too, sensed it, I have. Hope, we can.

BAIL
My wife and I can take the girl. We've always talked of adopting a baby girl. She will be loved with us, and she should be safe. Alderaan is peaceful. Even if the Emperor considers me a traitor, I doubt he’ll attack our planet, or its royal family, on my account.

OBI-WAN
I can take the boy to his relatives on Tatooine. I’ll stay hidden away, and watch over him . . . It’s the least I can do.

Yoda looks at Obi-Wan with concern then back at Bail.

YODA
Done, it is.

INT. ALDERAAN STARCRUISER – HALLWAY – A MINUTE LATER

Bail approaches Captain Antilles and two of his crew, who are waiting with R2-D2 and C-3PO.

BAIL
Captain Antilles, I’m placing the two Droids in your care. Treat them well. Clean them up. Have the Protocol Droid's mind wiped.

CAPTAIN ANTILLES
Yes, Your Highness.

C-3PO
Oh, no.

INT. CONFERENCE ROOM – SAME TIME

Obi-Wan gets up slowly to leave.

YODA
(partly to himself)
Poorly, I may have counseled young Skywalker, to where attachments it came. Insensitive, I was. Advantage, did the Sith take. More to learn, there is.
(to Obi-Wan)
You, I understand now, Obi-Wan. Alone, you feel, yet alone you are not.

OBI-WAN
(stops, half-heartedly)
Yes, yes, I know. The Force is with me.

YODA
And one who has returned, a great discovery having made. Just hours ago, came to me, Master Qui-Gon did.

Obi-Wan turns around in astonishment.

OBI-WAN
Master Qui-Gon . . . But . . . That’s not possible. I was there, when he died. His consciousness dispersed in the Force. I felt it.

YODA
Whole again, it has become, using the Force.

OBI-WAN
(frightened, suspicious)
Which side?

Yoda hops off his seat and approaches Obi-Wan.

YODA
The secret of the Ancient Order of the Whills, he studied. A state acquired through compassion, not greed, it is. To become one with the Force, and influence still have . . . A power greater than any Sith can ever imagine, it is. Train us, Qui-Gon will, in how this to achieve.

This lifts Obi-Wan’s spirits.

INT. CORUSCANT - IMPERIAL REHAB CENTER - DAY

Darth Sidious paces around the periphery of the group of Medical Droids who are putting the finishing touches on Darth Vader. A Droid approaches the Dark Lord.

MEDICAL DROID
My Lord, the construction is finished . . . He lives.

DARTH SIDIOUS
Good. Good.

The Droid moves back to the table where Vader lies. The table begins to move upright. Sidious moves in next to Vader.

DARTH SIDIOUS (cont’d)
Lord Vader, can you hear me?

Darth Vader, with his dark mask and helmet, moves up into the frame.

DARTH VADER
Yes, My Master.
(looks around)
Where is Padmй? Is she safe? Is she all right?

Darth Sidious moves closer to the half Droid/half man.

DARTH SIDIOUS
Oh, I'm afraid she died.

DARTH VADER
Died?! . . . H . . . how?!

DARTH SIDIOUS
It would appear that, in your anger, you killed her.

A LOW GROAN emanates from Vader's mask. Everything in the room begins to IMPLODE, including some of the Droids. Gas ERUPTS from BURSTING equipment.

DARTH VADER
I couldn't have! She was alive! I felt her! She was alive! It's impossible!! NOOOOOO!!!

SCREAMING, Vader breaks his bonds to the table, and steps forward, waving his hands, causing objects to fly around the room. Sidious deflects the objects, but the remaining Droids aren't so lucky. Vader’s SCREAMS of anguish ECHO throughout the Center. Sidious looks on with an evil smile.

EXT. NABOO - MAIN SQUARE - DAWN

SIO BIBBLE walks with OTHER MOURNERS. LARGE CROWDS line the street, as a flowered, closed coffin is drawn by SIX BEAUTIFUL WHITE BEASTS. SOLDIERS, FAMILY and DIGNITARIES follow the casket. With them are Ellй and Moteй (looking like torture survivors), Captain Typho, the QUEEN OF NABOO (about 15 years old) and JAR JAR BINKS.

INT. COFFIN – SAME TIME

Padmй’s body appears to still be pregnant. Her hand clutches the japor snippet.

EXT. DAGOBAH – ATMOSPHERE - DAY

A small escape pod hurls toward the swamp planet and disappears in the mist.

EXT. DAGOBAH – SURFACE - DAY

The pod has landed, and Yoda descends the ramp, surveying the unfamiliar terrain.

EXT. IMPERIAL STAR DESTROYER - SPACE

A Star Destroyer is surrounded by Attack Cruisers.

INT. IMPERIAL STAR DESTROYER – BRIDGE

Emperor Sidious is standing with GOVERNOR TARKIN.
Darth Vader walks along the bridge to join them. Vader crosses his arms, as they look out the window at the huge frame structure, which is the beginning of the Death Star.

EXT. ALDERAAN STARCRUISER - SPACE

The ship approaches the surface of Alderaan.

EXT. ALDERAAN - LATE AFTERNOON

The QUEEN OF ALDERAAN sits on a balcony, looking out over the awesome mountains of Alderaan. Bail brings the baby Leia to her. The Queen takes Leia and rocks her lovingly.

EXT. TATOOINE - SUNSET

Obi-Wan, his burns healed, rides to the moisture farm homestead on an EOPIE. He dismounts, takes the baby Luke out of a papoose on his back, and walks toward AUNT BERU, who walks over to greet him. They talk for a moment, then Obi-Wan turns the baby over to the young homesteader.

Aunt Beru walks to UNCLE OWEN who is standing on the ridge near the homestead. Obi-Wan leaves, as Owen, Beru and Luke watch the twin suns set.

FADE OUT.

THE END

Script update:

Time ripples from the AOTC rewrite I've started, where I changed the handmaiden who dies at the beginning from Cordй to Sabй, have reached here. So, I made the corresponding change in the scene where she's remembered by Padmй and the others.

Just a minor tweak. Time ripples from a backstory appearing in my ongoing AOTC rewrite, "Episode 2.1," have reached here, prompting me to add the word "again" to the line Padme says to Bail, "At last, we're doing something worthwhile."

This indeed is very, very long chapter. Could I post my opinion here, because I didn't see any other people post here (In other word, I thought you want to put it into Archive)? I want to say, I like it very much. Keep up. and welcome to the forum.

Have a nice time here.

Thanks, and yes, feel free to post your review here.

I'm not familiar with the archive. How does it work?

Jedi Archive is a sub-catagory in CEC. It included all finished fan-fic there. Once you finished your final draft, you may PM a moderator to move the fic to it so everybody can enjoy the non-stop exciting, uninterrupted reading.