The Moons of Iego: The Padmé Amidala & Anakin Skywalker Website

FAN FICTION : EPISODE II ERA (PRE-AOTC)

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Episode II: Mandate of Tyranny

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This is an "Old Republic/Rise of the Emperor" script which is intended to act as Star Wars: Episode II. This is a complete screenplay.

DISCLAIMER:
Wendy Dale Smith recognizes that this screenplay is based on characters and situations that are owned and copyrighted by George Lucas. Under no circumstances will this story - with characters and content originally conceived by George Lucas - be utilized for any other purpose than to provide FREE entertainment and/or examples of Wendy Dale Smith's writing style.

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Star Wars: Mandate of Tyranny
by Wendy Dale Smith
email: st7ci@flash.net
http://www.flash.net/~st7ci

SYNOPSIS:
Anakin Skywalker and Padme Naberrie Amidala begin the Skywalker legacy within a galaxy utterly immersed in turmoil. The Republic of ten thousand years is on the verge of total collapse.
Overwhelmed and alone, the Jedi Knights are slowly being decimated as they attempt to stop this Great Fall. A mysterious and elusive army, a major source for Republic fear and insecurity, is brutally attacking quiet Republic outposts and colonies in the distant outer rim...

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A long time ago...
In a galaxy far far away...

STAR WARS

EPISODE II
MANDATE OF TYRANNY

Fear and uncertainty reign over the
Republic. Territorial conflicts erupt
throughout all sectors of the Galaxy as
Central Republic authority continues to
crumble under an oppressive and
corrupt bureaucracy.

The Jedi Knights, known for millennia
as the defenders of peace and justice
throughout the Galaxy, are sent out by
the thousands in a desperate attempt
to prevent total galactic war.

Amid this growing upheaval, a
mysterious and illusive army is brutally
attacking quiet Republic outposts and
colonies in the distant outer rim...

EXT. SPACE - ISON SYSTEM (FX)

[Ison Corridor - The Ison Corridor, containing the Ison system, is located next to the outlying Corellian Trade Spine. It is lightly populated and considered a backwater, and almost all freight traffic skips the Corridor in favor of the nearby Trade Spine. The Corridor is made of four systems in a relatively straight line, starting with the Bespin system
and continuing with the Anoat, Hoth, and Ison systems. A standard hyperspace trip from one system to the next will only take about fourteen hours.]

A squadron of mysterious fighters approach a nondescript bluegreen planet in the Ison System.

As the unidentified squadron streaks past and disappears into the planet, a huge dark cruiser slowly descends over the peaceful scene. Several smaller transport vessels descend from the dark cruiser's belly and make their way toward the planet.

EXT. PLANET ISON - SETTLEMENT - NIGHT (FX)

The transport vessels silently descend into the woods. In the distance can be seen the random lights of a small settlement.

EXT. ISON - SETTLEMENT - RESIDENTIAL STREET -
NIGHT

The street is quiet. Most of the inhabitants are asleep. Street lights randomly illuminate the darkness. A small animal streaks across the road. A barking animal is heard in the distance.

Suddenly, a group of soldiers appear at the far end of the road. Fourteen soldiers are dressed almost entirely in white cloth, two are in gray cloth, and one soldier is clothed entirely in black. Even their heads and faces are wrapped in cloth. A black slit for a visor hides their eyes and a round
black breather mask covers their lower face. A small antenna extends from their cloth-wrapped helmets. The figures are entirely concealed. Their armored boots make no noise. Marching in unison, they look like sinister apparitions.

Without stopping, the white soldiers branch off two by two, each entering a dwelling. The two gray soldiers and the black soldier march toward the center of the housing block and stop. None of the soldiers speak a word.

Laser fire erupts into the night's silence. Shouting and screams soon follow. Flashes of light can be seen bursting from various dwellings as the two man units methodically enter a dwelling, kill the inhabitants, and move to the next one. The black soldier does nothing. The two gray soldiers gaze up and down the street as though waiting for something.

The tumult becomes louder and louder and then quickly fades. No more shouts or screams can be heard. As the last few laser bolts are fired, a white clad soldier emerges from one of the dwellings and stops before the gray soldier closest to him. Seeing him, the two gray soldiers and the black soldier approach the white and then enter the dwelling.

INT. ISON SETTLEMENT - DWELLING - NIGHT

The black and gray soldiers walk through the front room and walk into one of the back bedrooms. A white soldier stands in silent attention as the black soldier enters a bedroom.

In the corner are three humans - a man, a woman, and a young boy. The man is standing in front as though to guard his family from the intruders. He has a determined face, but it is clear he is terrified. The black clad warrior stands in front of the terrified group and raises adevice - he appears to glance at the flashing readings on its console. Suddenly, the boy jumps forward and kicks at his legs.

BOY: You stay away from her!

Unhurt, the dark soldier ignores the boy as his father desperately grabs the child back. The soldier observes the device a moment more, then lowers it and stares at the boy.

Without warning, the two gray soldiers rush forward and grab the boy and drag him away. The boy is fighting them fiercely. The white soldier knocks the man down when he attempts to stop them. The woman, looking silently on in horror, grabs at the bloodied man and helps him sit up on the floor.

The man and woman stare up at the black clad demon.

MAN: W-Who are you?! What do you want from us?!!

The dark soldier stares at them for a moment. He then raises his laser pistol. The man's face crumbles.

EXT. ISON - SETTLEMENT - RESIDENTIAL STREET -
NIGHT (FX)

The two gray soldiers exit carrying the squirming and screaming boy. As several lights flash in the back window, laser fire is heard coming from the dwelling.

The other soldiers fall in line behind the gray soldiers. The houses begin to smoke and burn. Exiting the dwelling, the dark soldier takes one last look up and down the street and follows his unit.

The soldiers never speak a word.

Rising up over the street and overlooking the small town, there can be seen many more houses going up in flames. Flashes of light and small explosions can be seen in the distance, while fighters can be seen streaking overhead. Shouts and screams come from everywhere. No longer a peaceful sight, the settlement is decimated.

EXT. TATOOINE - SPACE (FX)

An X-Wing fighter approaches the desert planet of Tatooine.

EXT. - TATOOINE - DESERT - THE DUNE SEA

As the X-Wing lands smoothly onto the desert flats known locally as The Dune Sea, Obi Wan Kenobi stands quietly watching, incongruous on the flat barren plain. A figure jumps out of the X-Wing. Cloaked as his Master, in the garments of a Jedi Knight, Anakin Skywalker calmly approaches Obi Wan Kenobi.

OBI WAN: (noting the X-Wing) A new fighter, Padawan?

ANAKIN: (discouraged sigh) Yet another consolatory gift, Master... this time from the Nubian Provincial Magistrate. (sarcastic) They were grateful for our assistance in negotiating a peace with the Carbanti Colony, but are simply unable to spare any large ships at this time.

They begin to walk toward a small speeder. Mos Espa can be seen in the distance. Anakin shakes his head in consternation.

ANAKIN (cont'd): No one is willing to assist us, regardless of any debt owed the Jedi.

OBI WAN: Times are changing Anakin... for the worse I'm afraid. People are losing faith in the old ways - adhering to fear now more than trust or honor.

Anakin is stubbornly resolute.

ANAKIN: We've been in worse situations before, Master. We can handle this on our own.

OBI WAN: (smiles) Perhaps we won't have to.

ANAKIN: (hopeful) You found help for us?

OBI WAN: (hedging) The Hutt will agree to the conditions of our assistance. They will free the slaves if we expel the Mandalorians.

ANAKIN: But?..

As they pause before the landspeeder, Obi Wan places a hand on Anakin's arm and takes a deep breath.

OBI WAN: (smile) I have a bit of challenge for you, Padawan.

Anakin looks carefully at his Master. Obi Wan's face is enigmatic.

ANAKIN: Why do I have a bad feeling about this?

INT. MOS ESPA - ARENA - MAIN HANGAR - DAY

The arena is filled to capacity. Podracers are in the nearby hangar, preparing to compete.

ANAKIN: A podrace?

OBI WAN: (nodding) True to form, Jabba is deciding to gamble for our assistance. In exchange for our help in defeating their Mandalorian occupiers, he must agree to deactivate all bond tags and free all the slaves... But first we must win this podrace.

ANAKIN: And if we don't?

OBI WAN: We help him for nothing.

Anakin nods, not surprised.

ANAKIN: Do we have a racer?

OBI WAN: Two, in fact. Have a look Anakin.

Anakin looks where Obi Wan directs and sees his old Podracer - the one which won him is first race, won him his freedom.

ANAKIN: My old racer! Master, how did you find it?

OBI WAN: (slight smile) I persuaded an old Dug to relinquish it.

ANAKIN: (confident grin) But, this is too easy.

OBI WAN: You're not the one that has to win, Anakin.

Anakin suddenly looks confused. Obi Wan looks pointedly at Anakin's old podracer. Anakin takes another look and sees that, standing in its cockpit, is a small boy wearing dark pilot's garments.

ANAKIN: (incredulous) You must be joking Master. A boy? A human boy?

Obi Wan casts a reticent glance at Anakin, but doesn't comment.

ANAKIN (cont'd): You know humans cannot manage podracing. It's too fast.

OBI WAN: You might recall the pod wasn't designed for someone your size. (not perturbed) You raced, and won. This one will race and win as well... with your help.

ANAKIN: With my help? How?...

Obi Wan had been steering them toward another larger, much dilapidated racer.

OBI WAN: With this, Anakin.

Obi Wan lays a hand on the engine of an impossibly clunky podracer - its turbines are huge and gangly with noticeable signs of rust and decay. Anakin makes a face of utter repugnance as he looks at the bulky racer. He then looks at Obi Wan, completely appalled.

ANAKIN: You can't be serious. It's a piece of junk!

Obi Wan nods in agreement. Just then they hear a loud bang from the other side of the far turbine - an angry bleep is heard right after.

ANAKIN: That sounds like... R2? Where are... oh no.

R2-D2 comes spinning around the engine he was working on. His bright silver dome is covered in oil and he's chirping in obvious fury. Obi Wan winces slightly. Sighing, Anakin bends down and takes out a cloth to clean off R2-D2's optics.

ANAKIN (cont'd): Hold on big fella, I'm gettin it... Master, exactly how am I supposed to help?

OBI WAN: The Hutts have long memories. Remembering that you've won before, they'd never let you race for the wager. You'll enter the race anonymously. You won't need to win yourself, but you will need...

ANAKIN: (interrupting) ...to make sure that boy does. (grimacing) I'm beginning to understand what you meant by a challenge. (nodding to the other racer) So who'd you find...

OBI WAN: (interrupting) They'll be starting the race soon. We have much to prepare.

ANAKIN: (looks disgusted) You mean repair.

R2 beeps in empathy.

INT. MOS ESPA - ARENA - MAIN HANGAR - DAY

Later, Obi Wan and Anakin are busy working on the old podracer. Anakin tests the right engine and sparks suddenly shoot out of the cockpit control display. R2 beeps in alarm. Anakin curses.

ANAKIN: This is never gonna work. The turbine vectors have fractures, the repulsor coils are rusted together, and... (angrily yanks on the control stick) ...the control arm is jamming.

OBI WAN: Well... it's not ideal, but it will have to do. We must win, Padawan.

ANAKIN: I know. I know.

Anakin jumps down from the cockpit and dusts off his filthy trousers. He looks over at his old podracer with longing - it looks in perfect condition compared to the one he's working on. Pit droids are busy fine tuning it while the figure in the cockpit is running through the repulsor control engines. Obi Wan takes note of Anakin's interest in the other racer.

OBI WAN: I could use your help with this Anakin.

ANAKIN: (distracted) Yes Master.

Just then a pit droid test fires an engine on his old podracer. Another droid standing at the business end of the engine is sent flying. The pilot
is frantically trying to shut down the engines and, instead, shuts down
the repulsors. The two long turbines suddenly hit the ground, hard.
Anakin curses and starts toward it.

ANAKIN: Hold one moment Master...

Making sure none of the other racers are noticing, Anakin walks up to his
old racer and begins to look over the engines, lovingly running his hands
over the turbines. He shoots occasional glances at the boy silently
staring at him from the cockpit. As though impatient for the race to begin,
the boy is already wearing a black pilot suit, facemask and helmet.
Anakin rolls his eyes.

ANAKIN: (shaking his head) This is never gonna work.

In short order, Anakin gets the repulsors up and running. He notices
what a pit droid is doing and gets disgusted.

ANAKIN: No no! Keep the foil open or it will stall in a rip turn. (stalks to
the cockpit) You do know what a rip turn is, right? (stalks away shaking
his head) I doubt it.

Anakin glances back and notices the figure is adjusting controls in the
cockpit. He angrily stalks back to the cockpit again, stick his head in and
re-adjusts the settings that had been altered.

ANAKIN: Kid, let me give you some valuable advice. Don't touch anything.
In fact, just keep your hands off the controls for the entire race.

Anakin shakes his head in consternation and stalks back to his pitiful
racer. The boy sits up straighter in the pod seat then crosses his arms
in obvious anger.

EXT. SPACE - NURIUS III SYSTEM (FX)

A scene of the gray dimly lit planet known as Nurius III.

EXT. NURIUS III - SITH FORTRESS - NIGHT (FX)

The dark rocky landscape howls with a baleful wind. In the distance is
the faint shapes of a huge network of dank angular stone structures.
The immense edifice seem to penetrate the surrounding black rock.
The place is gloomy and inhospitable.

INT. SITH FORTRESS - RESEARCH FACILITY - CONTROL
ROOM

A loud hum is heard within the large room. Three walls are filled with
computers and technical stations. One wall is dominated by a massive
control terminal and an enormous observation window overlooking a
giant room that is out of view. A large functional work table sits at one
end of the room and faces a holographic interface.

A dark figure enters the empty room and walks to the table. The figure
punches a data pad on the table and kneels on the floor. A massive
image of Darth Sidious slowly appears over the table.

SIDIOUS: Report.

The darkly cloaked figure looks up. The human face gazing up at Darth
Sidious with utter adoration is angelic and unlined with age. The Sith
apprentice is a youth of extraordinary beauty - a perfect woman.

DARTH OMEN: The colonies on Setor, Ison, Nosken and Saarn have
been destroyed as you willed, my Master.

SIDIOUS: And the inhabitants?

DARTH OMEN: The Saarn were tainted as you suspected, Master, and
only a dozen effective specimens were collected from the Ison
settlements.

SIDIOUS: (sneer) The Corellians will breed with anything. No matter.
Is there enough?

DARTH OMEN: Yes, My Master. The professors have guaranteed no
facsimile decay.

SIDIOUS: See they keep their promise, my young friend.

DARTH OMEN: (angelic smile, bowing) Gladly, My Master.

EXT. SPACE - TATOOINE (FX)

Panning over reveals the drab desert planet Tatooine.

EXT. MOS ESPA - RACETRACK - DAY (FX)

Overlooking the entrance to Beggar's Canyon.

Three podracers, tiny from this elevated position, can be seen entering
the narrow canyon one by one.

EXT. MOS ESPA - RACETRACK - DAY (FX)

It's the final lap. Anakin has it all under control. The race is going well, so
far. With Sebulba permanently banned from the podraces for cheating
some five standard years prior, podracing had become much more
evenhanded and sportsmanlike on Tatooine.

Until today. Anakin has brought cheating back in grand form. Anakin
used every trick he could remember Sebulba used against him... and
Anakin used those tricks with splendid results. Including his old pod and
himself, there were only four racers left. He had knocked all others out of
the race.

He is just behind the racer Obi Wan instructed him to protect, trying to
stay in perfect tandem. Anakin is having to stretch his force control to its
limits. It is taking all his concentration to fly his own podracer, keep the
other racers off the leader, and control his old podracer in front of him.
He is sweating profusely. The anonymous pilot in his old racer has so
far dutifully kept his hands off the controls - merely sitting in the cockpit
with hands balled into tight fists at his sides. Anakin can sense nothing
but overwhelming anxiety from the boy.

ANAKIN: Hang in there, kid. We're almost there.

It's the last half of Beggar's Canyon. A sharp turn suddenly approaches.
As he attempts to control the other racer around the turn, his right engine
catches fire. Cursing, he breaks his concentration long enough to put the
fire out. He sees his old racer slam into the canyon wall, sparks flying,
but it manages to clear the turn. Just then another racer flies by him.

ANAKIN: Oh no you don't.

Quickly, he slams into his opponent, catching the pod end of the other
racer. The other racer doesn't make the turn, and slams head-on into the
canyon wall, bursting into flame. Anakin cringes. They suddenly exit the
canyon into the mid-afternoon heat. The ground becomes flat. The Arena
can be seen in the distance. Its the final stretch of the race.

ANAKIN: Almost there...

Out of nowhere speeds a podracer by Anakin - the last opposition to
victory. Anakin hits the boost, trying to catch him. Both Anakin and this
last opponent fly up on either side of the leader. Anakin sees that the
kid is frantically glancing back and forth at the giant turbines surrounding
the smaller podracer. Anakin senses that the boy's nerves are at the
breaking point. Suddenly, Anakin's right engine catches on fire again.

ANAKIN: (clenched teeth) Blast!

The kid, seeing that Anakin is in trouble and that the other podracer is
about to pass him, suddenly grabs the controls, and slams the turbo
boost. Anakin's old podracer screams ahead. Thrown off concentration
by the move, Anakin loses control of his own racer and slams into the
racer next to him. Both crash. Anakin is able to leap from the doomed
racer just in time.

He sees his old racer fly past the finish line - the only one left in the race.
Throwing off his helmet with a very fierce scowl, Anakin begins to jog
toward the arena.

EXT. MOS ESPA - ARENA - DAY

Anakin, covered in sweat and grime, is angrily approaching the large
crowd that has gathered around his podracer in the victory arena. People
are cheering loudly. Jabba is watching from his balcony seat, quite angry
at his loss. The Mandalorian leaders next to him are nodding their heads
in approval, oblivious to the scheming going on around them.

The human pilot is standing up in the racer looking around, as though
not exactly sure what to do. The pilot looks up and, seeing a very angry
Anakin approaching, begins to quickly remove his helmet coverings.
Obi Wan is there and tries to head off Anakin, to no avail.

OBI WAN: Padawan, this isn't the best time...

Anakin ignores his Master. He walks up to the boy, grabs the front of his
jacket, and jerks him nose to nose. The entire time, the pilot is
desperately trying to unstrap the stubborn helmet faceplate.

ANAKIN: (loud and angry) You idiot! I told you not to touch anything! That
foolish maneuver almost got us both killed!

Behind him, Obi Wan cringes. Just then the pilot finally yanks the helmet
off. It is the Queen of Naboo, and she is quite furious.

PADME: If I hadn't grabbed the controls, you conceited braggart...

At that last word, she shoves the helmet at Anakin - he staggers a step
back.

PADME (cont'd): ...we would have lost the race!

Stunned silent, Anakin quickly glances around, belatedly noticing guards
covertly standing around the podracer, keeping the crowd back from the
queen. On the loud speaker the announcer is proclaiming the victor.

FODE/BEED: (FODE) I don't believe it! I just don't believe it! We now have
the name of the pilot racing for Sponsor Obi Wan Kenobi! The victor! -
Padme Nabarrie of Naboo! (BEED) Another human wins the Boonta
Eve?! What is outer-rim podracing coming to!

The crowd roars. At hearing her name blared throughout the arena, the
queen casts a furtive look at the crowd. She continues to scowl while
giving a quick once over at the tall young Jedi apprentice. Anakin is
staring back at her, stunned and somewhat slack-jawed, still holding the
helmet she had shoved at him.

Obi Wan sees that neither Padme nor Anakin are paying much attention
to their surroundings. Taking control of the situation, he surreptitiously
bows to the Queen, hands the helmet back to her, and begins to herd
his still stunned apprentice away from the crowd. With one last angry
glance, Padme leaps down and unceremoniously stalks off. The guards
case after her. Obi Wan hands Anakin his cloak.

OBI WAN: Here, put this on. The force can hide your identity from these
weak minds, but the Hutt is not so susceptible. If he sees you, all will be
for naught.

Anakin is completely stupefied by what just happened. Not particularly
focused, he speaks absent-mindedly.

ANAKIN: I did not think I was still known out here Master.

OBI WAN: (smiles) One does not become the best starpilot in the
galaxy and remain anonymous... even in the outerworlds.

Anakin looks back and scowls, suddenly furious.

ANAKIN: What is she doing here, Master?

OBI WAN: Helping you, of course.

ANAKIN: You know I didn't want her involved!

OBI WAN: (placating) The queen has never forgotten the wretched
conditions of the slaves here, nor, I might add, her enormous debt to
you. She eagerly agreed to assist us... You need all the help you can
get Anakin.

ANAKIN: But... did she have to race?

Anakin is quickly getting a hold of himself. People are recognizing Obi
Wan from their game displays and giving him congratulations as they
pass. Obi Wan gives each congratulating passerby an impatient smile.

OBI WAN: There was no one else. Besides, the Hutt demanded it... more
to test our resolve, I think, than to win the wager. Now they understand
how committed we are.

ANAKIN: Even though he knows he can't defeat the Mandalorians without
our help.

Obi Wan sees that Anakin is still scowling and glancing back at where
Padme had been. Obi Wan places a calming hand on Anakin's back.

OBI WAN (cont'd): (in earnest) We didn't have much choice... But don't
worry... she won't come to any harm now that you're here.

The look Anakin gives him is not encouraging.

END OF ACT I

ACT II

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

The door opens. Anakin cautiously enters and stands just inside the
doorway. He is still filthy from the podrace.

ANAKIN: Mom?

Anakin stands for a moment. A brightly smiling Shmi emerges from
the back kitchen.

ANAKIN: I'm home.

SHMI: Anakin...

Mother and son embrace for a long moment. Shmi finally pulls back.

SHMI (cont'd): Let me look at you... I believe you have grown!
(concerned) You're too thin. Do you eat enough?

ANAKIN: (grinning) I haven't been away that long, Mom. I take care of
myself.

SHMI: Why are you all dirty?

C-3P0: Is that Master Anakin?

C-3PO, now fully covered in shiny gold casings, hobbles into the main
room. Anakin is glad for the diversion.

ANAKIN: (grinning) 3P0! Well look at you... Gold huh?

C-3P0: Indeed Sir! I may now serve you and your honorable mother with
no fear of sandstorms or loss of dignity.

ANAKIN: These must have cost a fortune. (looks at Shmi) Where'd you
get it?

Shmi innocently hesitates.

C-3P0: Oh her most beautiful and gracious royal...

ANAKIN: (raises a hand) On second thought... nevermind. I don't want
to know.

SHMI: Annie... why are you filthy? (indicates his forehead) Is that a
scrape?

ANAKIN: (grabs her hand) Nevermind that. (smiles at Shmi) I have
missed you.

SHMI: That is good to hear... as busy as you have been. (becoming
serious) All this fighting Annie - you kept this from me... has the Republic
really gotten as bad as Padme says?

ANAKIN: Padme?.. She didn't waste any time. (suspicious) What has
she been telling you?

SHMI: Only good things about you... Annie, what's wrong?

ANAKIN: (smiling, evasive) Nothing Mom. Nothing to concern yourself
over, I swear.

SHMI: (slightly chastising) Well she speaks very highly of you.

C-3P0: Oh, indeed Sir! You are a hero!

ANAKIN: (leads Shmi to a chair) That's very nice of her... why don't I
make you some tea while you tell me what has happened since I've
been gone.

SHMI: Well...

C-3P0: Ohhh we have become quite popular now that the queen has
taken up several living quarters next door. It's really very...

Shmi casts a sideways glance at Anakin.

SHMI: 3P0! Shh!

At C-3P0's statement, Anakin jerks his head around.

ANAKIN: What?!

EXT. MOS ESPA - SLAVE DISTRICT - QUEEN'S QUARTERS

The Queen has acquired several small apartments near Shmi's in the
slave quarters. They are used by the queen and her entourage as living
quarters and to coordinate their efforts to free the slaves. One apartment
containing a main room and two smaller rooms has been adopted as
headquarters. Padme and three handmaidens - Eirtae, Rabe, and Sabe
- are busy at work coordinating the plan to free the Hutt slaves.

Somewhat hesitant, Anakin quietly ducks in the open doorway. The
harsh Tatooine light streams in around him to grand effect. He has
cleaned up and is cloaked in his Jedi clothing.

At his entrance, Sabe and Eirtae nod their head at him with warm
smiles. He nods and smiles back, nervously placing his hands behind
his back. Unbeknownst and unintended, the nervous gesture gives him
a look of utter self-confidence.

Glancing into the back room, he spots the point of his visit. Padme is so
busy that she does not notice her handmaidens have gone silent. Rabe
gently touches the queen's shoulder. Padme reluctantly glances up from
the data screen. Noting the direction of her handmaiden's glance, she
turns and finally notices Anakin standing at the entrance. From the
doorway, Anakin bows slightly and gives her a lop-sided smile.

ANAKIN: Your Highness.

PADME: (smiling) Anakin, please come in.

Anakin flashes her a censored look and obligingly enters the smaller
anti-room, once again tucking his hands behind him.

PADME (cont'd): I was hoping we'd soon have a chance to talk. (mildly
chastising) Your visits to Naboo are becoming too infrequent.

The queen was being overly polite - making small talk and casting
surreptitious glances at her ever watchful handmaidens. Anakin has
barely taken his eyes off her since he walked in the door.

ANAKIN: My training has kept me very busy, Highness.

Padme says nothing. Her eyes tell him she doesn't believe a word of it.
Sabe and Eirtae have by now stopped what they are doing, paying
attention to the Jedi who has a closer contact than they regarding
Republic matters.

RABE: We hear that galactic war is inevitable Sir - that there are an ever
increasing number of sectoral conflicts.

ANAKIN: (sigh) Despite our best efforts even minor sectoral disputes are
collapsing into outright war. And with these raiders attacking the outer
rim... (somberly) Obi Wan says he and I have more combat experience
than most Jedi Masters.

RABE: But I thought Jedi do not take sides in sectoral conflicts.

PADME: They don't... that they are involved to this extent is the most
significant sign that galactic war is imminent.

There is quiet expectation for a moment. The queen notes their
apprehension. Anakin and Padme stare at one another, grim faced.
Everyone is anxious.

EIRTAE: You do not deny Her Highness' words, Sir?

Anakin puts on a smile for Eirtae, trying to lighten the mood, calm their
fears.

ANAKIN: I would not presume to deny Her Highness anything.

Eirtae smiles and looks down at her work. Padme cocks a skeptical
eyebrow at that comment and surpresses a knowing smile. Anakin gives
her a sheepish look. Her handmaidens are respectful to their renown
guest, but blatantly disregard his discomfiture at being the center of so
much female attention. Eirtae is particularly captivated by their esteemed
visitor, much to Anakin's discomfort and the queen's amusement. Sabe,
the most levelheaded of the handmaidens, is completely unaffected by
their guest and continues to busy herself as she talks. Anakin, on the
other hand, starts to pace back and forth, hands still behind his back.
His face is calm, seemingly entirely attuned and at ease with the present
conversation. Padme knows better.

SABE: Envoy communications from the Senate indicate the civil
outbreaks are under control.

PADME: You know as well as I how unreliable information from the
Senate is of late.

ANAKIN: The Senate is trying to hold back alarm by under-reporting the
situation. But, I'm afraid Her Highness is right. For every conflict the Jedi
seem to resolve, two others erupt into war.

There is silence for a moment.

EIRTAE: (unable to help herself) We have heard a rumor... Is it true that
you defeated over one hundred fighters in the Battle over Ralltiir?

PADME: (admonishing) Eirtae...

ANAKIN: (laugh) Is it that many now?

Padme closes down her data pad and addresses Rabe.

PADME: Can you deliver this to the Hutt's representative? (Rabe nods)
Eirtae...

Eirtae is not paying attention - she is rapt on Anakin.

EIRTAE: What? (instantly snaps) Oh! Forgive me, Your Highness.

Eirtae is immediately mortified. Padme is trying not to smile.

PADME: (gently) Go with Rabe.

EIRTAE: (bowing quickly) Yes, Your Highness.

SABE: I am done with this as well. (glances at Anakin) Shall I go and wait
for the Captain?

Padme nods. As soon as the last handmaiden exits, Anakin sets upon
the queen. His anger is now quite evident.

ANAKIN: (angry, voice raised) What were you thinking driving that
podracer?! You could've gotten killed!

PADME: (loud) But I wasn't... (angrily whispers) killed.

ANAKIN: If I had known I would never have let you race.

PADME: Which is precisely why you didn't know.

Anakin is staring her down, making her uncomfortable. He then takes a
real good look at his surroundings - the strategy table, the equipment.

ANAKIN: I was wondering what Obi Wan was keeping from me. You
two have been planning this for weeks!

Slightly guilty, Padme won't look directly at Anakin.

PADME: You refused my help. What choice did we have?

She looks up at Anakin, somber.

PADME (cont'd): We weren't about to let you do this on your own, Annie.

They stare at one other for a moment. Anakin's shoulders slump
imperceptibly. As though reluctant to confess something, he suddenly
cannot look her in the face. He sighs with resignation.

ANAKIN: It wasn't that I would refuse your help... It's just that I didn't think
I had the right to ask for it.

PADME: (bewildered) I don't understand.

This is painful for Anakin to admit. His smile is more like a grimace.

ANAKIN: A former slave... asking the ruler of Naboo to help him free
some... misbegotten people of a poor outer-rim planet?... I wouldn't
have dared ask it of you.

Padme doesn't reply at first. She is shocked.

PADME: (whispered) I had no idea you felt this way... (about to explain)
Anakin...

ENTERS Sabe. She bows slightly to the queen.

SABE: I'm sorry to disturb you, Your Highness, but Captain Panaka has
returned.

PADME: Thank you. Please have him enter. (looks at Anakin) We are not
through with this discussion.

Anakin says nothing. Captain Panaka enters. He looks weary. Suddenly
he sees Anakin. With a warm smile for each other, the two men shake
hands.

PANAKA: Well I'll be damned if it isn't the best starpilot in the galaxy!

ANAKIN: (grins) It's good to see you again Captain. You haven't resigned
in frustration yet?

Panaka cackles at the disparaging remark aimed at the queen. Padme
raises a brow at the impudent comment, but can't hold back a smile. All
are friends here.

PANAKA: You are as daring as ever.

PADME: (smirking) Not as daring as he'd have us believe Captain.

Anakin scowls at the statement's hidden meaning. The queen gives
Anakin a reproachful look then addresses Panaka.

PADME (cont'd): I take it the slave representatives have agreed to meet
with us.

PANAKA: With all the rumors flying around the slave quarters... they
wouldn't have missed the chance to find out what we're doing here.

PADME: (wryly) It is a wonder the Mandalorians haven't discovered us.

PANAKA: These are slaves, Your Highness. They can keep a secret
better than the slyest politician if it affords an advantage over their
owners.

Anakin, quiet until now, can no longer tolerate his own confusion.

ANAKIN: Slave representatives?... Just what were you and Obi Wan
doing while I was conveniently away?

Sabe enters.

SABE: Rabe and Eirtae have returned, Your Highness. Everything's
prepared.

PADME: (addressing Anakin) Obi Wan and I will explain everything at
the meeting.

INT. SLAVE DISTRICT - EMPTY SLAVE HOVEL

A sizable group of slaves are milling about as Obi Wan, Amidala, Anakin,
C-3P0 and R2-D2 enter the dilapidated adobe building. They are trailed
by the three handmaidens and four guards. As Anakin enters, he hears
some of the slaves whispering his name. He feels uncomfortable at
being recognized.

Anakin's old friend Kitster is among the slave representatives. Grinning
hugely, he approaches Anakin.

KIT: Well well well... lookie what we have here.

ANAKIN: Kitster! I barely recognize you!

The two embrace, patting each other loudly on the back.

KIT: Ah it's Kit now.. and nice to see you too old friend... So you're really
gonna do it eh? Free every one?

ANAKIN: I'm going to try. You're here as a slave representative?

KIT: Yes, but I'm no longer a slave. I saved my last owner's life and she
felt obligated to set me free. (shrug) Her loss!

ANAKIN: That's wonderful news Kit. (looks around) I think they want to
begin... meet me at Mom's after.

KIT: (laughing) Count on it Annie!

The room becomes silent as the slaves stare at the impressive display.
Amidala and her entourage are on one side of the room, the slave
representatives on the other. With a regal authority, Amidala steps
forward into the gap.

AMIDALA: Who here will speak for you?

An older man walks forward hesitantly. A huge humanoid, he is grizzled
with salt and pepper hair and covered in stylized tattoos. Swallowing
hard and casting quick glances at the other people behind the queen, he
approaches with a somewhat reverent posture. It is apparent that he is
in awe with the obvious display of power before him and trying to hide it.
Also apparent is the kindness and intelligence in his wizened face.
Seeing this, Amidala eases her regal stance and smiles gently up at
the large man.

AMIDALA (cont'd): What is your name?

CORUS TAK: (swallowing hard) C-Corus Tak, Ma'am.

AMIDALA: Welcome, Corus Tak. I am heartened that you and the other
representatives agreed to meet with us. I am Amidala. I am the ruler of a
small Republic planet called Naboo. (gestures to Obi Wan) This is Obi
Wan Kenobi, a Jedi Knight, and his apprentice, Anakin Skywalker, whom
some of you may remember.

The slave representative look at one another, quite shocked at who
stands before them. Then they erupt in discussion amongst themselves.
With a calm wave of his hand, Corus Tak hushes them. He clears his
throat, getting the courage to speak.

CORUS TAK: We heard... We heard you're here to free the slaves...
Is this true?

Amidala is quiet for a moment. She lets the pregnant pause linger as
she silently looks over the representatives. She then stares back at
Corus Tak.

AMIDALA: Only if you wish it to be.

One of the representatives cannot contain a snort at her answer. Some
laugh nervously.

CORUS TAK: (smiling nervously) What slave does not wish to be free?

The group begins to murmur concurrence.

AMIDALA: Indeed.

FIRST SLAVE REPRESENTATIVE: (yells out) No such person would
bother with a bunch of slaves.

The rest of the slaves murmur their agreement. Amidala is not surprised
by this reaction. She addresses Corus Tak.

AMIDALA: (gestures to Anakin) Anakin Skywalker - a former slave and
resident here - helped save my planet from invasion. My people owe
him an immeasurable debt. This is why I am here.

SECOND SLAVE REPRESENTATIVE: (yelling out) It is a trick Corus!

OBI WAN: If this were a trick, my friend, then your attendance here alone
would have been enough to have you punished. Would we bother with
further pretense?

The slaves look at one another, begrudging Obi Wan's argument,
though obviously not convinced. Corus Tak continues to focus on
Amidala.

AMIDALA: (looking straight at Corus) We tell the truth.

Corus Tak looks at her for a moment more. Turning to the other slaves,
he raises his hand to silence their mutterings. All the slaves become
quiet. He is obviously a well established leader.

CORUS TAK: Are we such fools to let our fears outweigh our eyes? (nods
his head at Amidala) Do you really believe they are in league with the
scum that control us?

The representatives, heads lowered, look mistrustfully at the group
facing them, then back at Corus, then at each other. They are hesitant
still.

CORUS TAK: Look at them!

As Corus Tak, and Amidala behind him, stare the district slave
representatives down, they one by one begin to nod their heads.

FIRST SLAVE REPRESENTATIVE: We trust your judgment Tak.

All of them vigorously nod at each other. None want the burden of
making the decision. Resolute, Corus Tak turns to face Amidala.

CORUS TAK: We want to be free.

That decision made, Amidala wastes no more time with diplomacy.

AMIDALA: My colleagues and I have come here to provide you an
opportunity... a choice.

Amidala glances at Obi Wan. He steps forward and addresses the
group.

OBI WAN: We have an arrangement with Jabba the Hutt. In exchange
for our assistance in removing Mandalorian control, he has agreed to
provide us the universal command code which will deactivate all
bondage tags. This essentially means you are free.

The representatives erupt in conversation amongst themselves again.
Corus Tak puts his hands up to them, asking for silence. He turns back
to Amidala.

CORUS TAK: Please understand, we would be grateful to have our bond
tags deactivated... (murmuring of concurrence) But... what then? What's
to stop Jabba from simply reclaiming us?

The representatives begin to rumble their concurrence yet again.

CORUS TAK (cont'd): We have nowhere to go.

Looking solely at Corus Tak, Amidala smiles kindly.

AMIDALA: R2?

The little droid eagerly moves forward. He stops next to Amidala and,
with a nod from her, activates a hologram of a Carrack Cruiser.

AMIDALA: There are five transports such as this one currently orbiting
this planet. Each can hold up to 800 individuals... Enough to carry each
and every slave away from Tatooine.

All the representatives stare at the hologram, awestruck at this
incredible opportunity.

CORUS TAK: (just as awestruck) But... where would we go?

AMIDALA: To my world. To Naboo...

R2-D2 then displays a hologram of the planet Naboo. The slaves stare
in wonder at the beautiful blue planet.

AMIDALA (cont'd): Once there, you will all be offered full citizenship. All
your initial needs will be provided and you will be offered positions in
our society for which you are most ideally suited... But, most
importantly... you will be free. If the conditions on my world are not to
your liking, you will be at liberty to leave it.

Everyone is quiet for a moment. Corus Tak then turns around and faces
the other slaves - without words asking for their decision. One by one
their faces start to burgeon with hope. They begin to vigorously shake
their heads. Obi Wan and Amidala exchange looks, knowing they won
the representatives over. Amidala glances at Anakin, who has remained
quiet throughout the meeting. He is a bit overwhelmed with what has just
transpired. A decision made, the group of representatives become quiet.
With a very deferential posture, Corus Tak approaches his new queen.

CORUS TAK: What are your orders Ma'am?

AMIDALA: (smiling) It's very simple, Corus Tak. (addresses the group)
You will return to your districts and confer with the other slaves. You are
here on their behalf and we will do nothing without the approval of all
you represent.

Listening to the queen, Obi Wan smiles to himself. Corus Tak ponders
this unique idea then nods his head.

AMIDALA (cont'd): Please inform me when all the representatives have
given you their decision.

Everyone is quiet as the slaves file out of the small adobe dwelling. Obi
Wan walks up beside the queen.

OBI WAN: Your Highness, I'm not sure we can afford the extra day it will
take to wait for their decision.

AMIDALA: (thinking) As soon as these slaves leave here, Obi Wan, they
become my responsibility, my people. (looking him in the eye) They
must understand from the start that they won't be forced or coerced
into anything. Under my leadership, they will be free.

Her tone brooks no argument. Obi Wan accedes to her decision, saying
nothing. The queen glances at her handmaidens. Recognizing she is
leaving, they move to stand behind her. She turns and faces Anakin, who
is quietly standing next to R2-D2 and C-3P0. Anakin is looking at her in
awe, not quite believing what she is doing for these people, for his
mother, for him.

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

Amidala gives him a weary smile and tenderly touches his arm.

AMIDALA: (gently) Then say nothing. Simply accept my help.

Anakin dutifully says nothing, his warm gaze conveying without words
his incredible gratitude. She turns to leave.

ANAKIN: Your Highness?

The queen turns to face him expectantly.

ANAKIN (cont'd): About the race today... what I called you was... Can you
forgive me?

AMIDALA: (grinning) Why should I?... What I did was idiotic.

With a humorous glance, Amidala turns and exits.

END OF ACT II

ACT III

EXT. SLAVE QUARTERS - FRONT PORCH - DUSK

The sun is beginning to descend. Anakin is sitting on a stair ledge with
his old friend, Kitster.

KIT: I still can't believe you're back, my friend. It's been a long time.

ANAKIN: Too long, Kit... I still can't believe you own Watto's shop!

KIT: (laughing) Watto never did learn, in gambling at least, there never
is a sure thing.

ANAKIN: (becoming serious) I want to thank you again for looking after
Mom.

KIT: (dismissing the compliment) I only wish Watto hadn't sold her
before I won the shop. She's like a second mother to me, Annie.

Just then, Padme and Sabe approach Shmi's home. Both are cloaked in
deep black. Two guards walk a respectful distance behind. Both Kit and
Anakin jump to attention - Kit with an expectant grin, Anakin in surprise.
The two men bow slightly as the two women enter Shmi's home.

KIT: (grinning) Like clockwork.

ANAKIN: Huh?

KIT: After the queen had been here about a week, they started coming to
Shmi's for dinner. It's kind of a routine they have. (warning) They've
gotten very close with your mother.

ANAKIN: (smirking) I take it you've been eating my mother's cooking
quite a bit of late.

Kit raises a lascivious grin at his old friend.

KIT: Have you seen those handmaidens?

Both young men eagerly enter Shmi's home.

EXT. SLAVE QUARTERS - SHMI'S HOVEL - EVENING

Anakin, Padme, Sabe, Kit and Shmi sit at the dinner table. C-3P0 is
hovering about them, serving their food and drink. Anakin has them
enthralled with a harrowing adventure. Kit, with elbow on the table and
head propped on a fist, is happily staring at Sabe - to her complete
annoyance. She tries to ignore the young man.

ANAKIN: ...an entire squadron of enemy fighters suddenly shoots out of
hyperspace. And there I was... just sitting in orbit. (laughing) They were
furious by then...

C-3P0: Dear oh dear. I would have surrendered for sure.

PADME: How did you...

ANAKIN: (interrupting) Wait - it gets worse.

SABE: Worse!?

ANAKIN: Two more squadrons come out of hyperspace - completely out
flanking me. I was trapped.

At that, Kit's head shot up from it's pedestal.

KIT: Annie, how are you sitting here? You should be dead!

Padme flinches slightly and glances over at Shmi. Complete distress
marks Shmi's care-worn face.

ANAKIN: I haven't even gotten to the good part yet. I figured I was a
goner... and then I realized... I had a full tank. They just came out of
hyperspace - their cells were empty.

Anakin pauses as he watches their reaction.

SABE: So... you weighed more?

ANAKIN: That's right.

SABE: (looks at Padme) But... how would that matter?

Padme shrugs, just as dumbfounded.

ANAKIN: When I realized that, I slammed the throttle down and took a
nose dive - straight for the planet.

By now Kit has completely forgotten his ill-fated flirting.

KIT: You went full throttle into planetary orbit?... That's insane!

ANAKIN: That was the last thing they expected. All things being equal,
the speed that extra weight provided saved my life.

KIT: You're lucky you didn't have a burn out.

ANAKIN: (taunting) Who says I didn't.

KIT: What!?

At that, Shmi's face blanched. She gets up suddenly and moves to the
kitchen. Anakin looks over at Padme with a questioning look. Padme
shakes her head. The conversation suddenly isn't pleasing to her either.

PADME: (smiles politely) I think I need some air.

Before the young men can show their manners and stand up, she gets
up and exits to the back balcony. Shmi moves to pick up the rest of the
dishes. Anakin stands up.

ANAKIN: Here, let me help.

Anakin goes to the kitchen. Seeing his opportunity, Kit edges slightly
closer to Sabe. He doesn't stop his annoying smiling stare and his chin
is still resting firmly on his fist. Sabe directs a withering gaze at him and
calmly edges away, giving him no indication that she is amiable to
anything.

KIT: So um... Naboo's with the Republic.

SABE: (suspicious) Yes.

KIT: You... do a lot of trading I take it?

SABE: Naboo's economic status is unprecedented under Her Majesty's
leadership.

KIT: (lazy smile) Wizard.

Kit takes a drink. Sabe is starting to get a slightly haughty, yet disgusted
look.

SABE: Is there something you want, Mr. Kitster?

KIT: Just Kit, and yeah, lots of somethings... do you - um you being
Naboo - ever do any trade with the outer rim?

SABE: Very little... on occasion.

KIT: Great, that's great... So tell me... what's her majesty's policy with
goods that are... shall we say uhh... less than legitimate?

Apparently not believing her ears, Sabe just stares at him. Kit grins and
raises his eyebrows, waiting for an answer.

Anakin is busy cleaning the dishes. He casts covert glances both at his
mother and the backdoor. He can see that Shmi is concerned about him.
He sighs, realizing his mistake.

ANAKIN: I'm sorry mother. I know it all seems terribly dangerous, but you
must realize..

SHMI: (smiles gently) You don't have to explain. I understand... But that
doesn't mean I cannot worry about it.

Anakin smiles, but it's clear he is upset at hurting her. Shmi smiles
warmly.

SHMI: Nevermind that... Why are you still standing here with me?

ANAKIN: What?

SHMI: (patiently) Isn't there someone on the balcony waiting for you?

Anakin shoots a glance at the door Padme went through. Unbeknownst
to him, he'd been glancing at it constantly. He looks back at his mother
with a sheepish grin. Shmi just shoos him out of the kitchen.

EXT. SLAVE QUARTERS - BALCONY - EVENING

Feeling quite awkward, Anakin quietly enters the balcony over looking
Mos Espa. Padme is standing at balcony's edge, staring out at the
twilight and city scape. Light from within Shmi's home illuminates them
over the darkening sky.

Padme sees Anakin, taking in his height and face, and looks away,
seemingly startled.

ANAKIN: I'm sorry. Should I leave you alone?

PADME: No no... it's just that I'm not used to you being so... (glances up
and quickly looks away again) ...tall.

ANAKIN: (relieved, smiles) Yes... I have grown a little since my last visit
to Naboo. (serious) How are things there?

PADME: Things are as they should be, but... it's only a matter of time
before this broader Republic conflict affects my world. (worried) I would
do anything to prevent that.

ANAKIN: So would I.

Padme looks up at Anakin, puzzled by the statement.

ANAKIN (cont'd): (hesitant) I mean... in the time I have spent there I
have... grown to love it.

Anakin sits down on the thick adobe railing, which affords a much
easier view of him for Padme. He looks out over the landscape and
smiles sheepishly.

ANAKIN (cont'd): Not a hard thing considering where I am from.

PADME: But.. in your years of training, your travels with Obi Wan, surely
you've seen more... (hesitates) ...impressive places.

ANAKIN: Obi Wan and I have been to almost every part of the galaxy.
I have seen people and places beyond my wildest imaginings.
(sincere, matter of fact) None of them compare to Naboo.

Padme stares silently at him for a moment.

PADME: I'm glad to hear you say that, Anakin.

Obi Wan enters.

OBI WAN: There you are.

Anakin stands abruptly. Padme self-consciously takes a step back.
Obi Wan makes quick note of this.

OBI WAN (cont'd): I've been looking for you Padawan... Your Highness...
We have received word from the Hutt. He has agreed to the conditions
of our assistance.

PADME: (slightly disgusted) Hopefully this is the end of their part and
parcel wagering on every point of negotiation. This is no way to broker
an alliance.

OBI WAN: (amused) Is it not, Your Highness?

ANAKIN: It has cost us precious time, Master. The Mandelorians will
take advantage of the delay.

OBI WAN: Perhaps you underestimate the Hutt's abilities. They have not
maintained their power in the outer worlds through ineptitude.

ANAKIN: (conceding) He's right, Your Highness. We need to be mindful
of treachery.

EXT. SLAVE QUARTERS - BACK YARD WALKWAY - NIGHT

Anakin, Padme and Sabe approach the back balcony entrance to their
quarters. The night is very quiet. Sabe enters their sleeping areas as
Padme strays behind with Anakin.

PADME: Thank you Anakin, for the escort.

ANAKIN: (smile) Protecting you is an old habit, Your Highness.

Padme smiles. Her face then becomes serious. Anakin is keeping a
very respectful distance between them. The queen slowly closes that
distance.

PADME: Anakin... why don't you call me by my name anymore?

Anakin becomes flustered, both by the forthright question and by her
nearness. He is captured.

ANAKIN: Because... (whisper) Because it is just easier not to.

PADME: (somber) You mean it is too difficult to forget I am queen.

Anakin, suddenly having trouble looking her in the eye, says nothing.
Padme looks at him, slightly hurt.

PADME (cont'd): (quietly) Answer me something... Do you ever become
tired of being alone?

Anakin stares at her for a moment. Longing could not begin to describe
the look he is giving her.

ANAKIN: (whisper) Yes.

Padme takes a step closer.

PADME: But... you have Obi Wan to keep you company.

ANAKIN: You have your handmaidens.

Staring down at her now, Anakin swallows hard. He cannot stop staring
at her lips. They had gotten within a foot of one another. With a quick
inhale, Anakin takes a step back, then another.

ANAKIN: I better go, Your Highness.

Bewildered, Padme says nothing.

ANAKIN (cont'd): Goodnight.

Quickly, Anakin turns and stalks down the back alley. Padme stands
there for a moment, instantly hurt at the unintended rebuff. Then she
sighs and, with a sad resigned smile, turns toward the apartment
entrance.

Anakin gets only halfway down the block before he stops. He curses to
himself.

ANAKIN: You're such a coward.

With a deep breath and a determined look, he turns around and
resolutely marches back.

ANAKIN: Padme.

With a hopeful look, she quickly turns to face him. She barely has time
to bring her hands up before his lips are on hers. It is a forceful kiss,
lacking finesse, but one which he more than makes up for in
exuberance. As his hands hold her about the waist, she clutches his
vest front. He breaks the kiss, but still keeps his head bent to hers.

ANAKIN: (deep breath) You know what I do when I feel alone?

Padme gently shakes her head.

ANAKIN (cont'd): I think of you... I think of you and I no longer feel alone.

Eyes tightly closed, he lowers his forehead to gently touch hers. Anakin
doesn't move. Still breathing hard, he simply continues to hold her to
him.

ANAKIN (cont'd): I can't... I can't let go.

Padme reaches up and caresses his cheek. Their lips are barely
separated.

PADME: Don't.

Padme pulls his head down to hers. This time she guides the kiss. With
ever deepening passion, she slowly pulls herself up into him, conveying
without words that this well established desire for her is entirely
reciprocated. Hesitant at first, he quickly matches her fervor.

With neither Padme nor Anakin noticing, a handmaiden appears in the
doorway. Sabe takes quick note of the scene, and discretely ducks back
into the doorway, out of site.

SABE: (with a cough) Your Highness?

The two break their kiss, but not their hold on one another.

PADME: (calmly) Yes, what is it?

SABE: The slave representative, Corus Tak, is here to speak with you.

Anakin and Padme exchange looks.

PADME: Thank you Sabe.

Even out of site of the queen, Sabe bows slightly and leaves her to her
privacy.

For a brief moment, they continue to stare at one another. Then Padme
smiles slightly, lowering her hands, letting him go. Anakin reluctantly
steps back. Their features unclouded, they gaze at each other with
unmistakable longing. Backstepping, Anakin forgets the small stairstep
up to her porch and trips slightly. Padme smiles.

PADME: Goodnight Anakin. Please be careful tomorrow.

Unable to stop looking at her and apparently not hearing a word she is
saying, Anakin is still walking backwards. His gaze can only be
described as goofy. Padme gives him a very amused look and shakes
her head as she enters the dwelling.

Anakin turns and walks down the path, and begins to whistle.

EXT. DESERT - JABBA'S MAIN PALACE ENTRANCE - DAY

Obi Wan Kenobi and Anakin are walking toward the large sandstone
structure known as the den of the notorious Jabba the Hutt. Obi Wan
has his communicator out and is conversing with Captain Panaka.

PANAKA (V.O.): The slaves are massing at the rendezvous point.
Jabba seems to have kept his word and deactivated the bond tags.
The Carrack cruisers have already begun loading people.

OBI WAN: (into the comlink) Keep Anakin's device handy just in case.
There may be one or two tags that fail to deactivate.

Obi Wan puts away his comlink. It was time for the Jedi to do their part
of the bargain.

The heavy blast doors at the entrance are guarded by two Mandalorian
soldiers. With unconcerned boldness, Obi Wan and Anakin approach
them, their faces calm and tranquil. The two soldier look at each other.
One steps forward.

FIRST SOLDIER: Halt!

Obi Wan looks at Anakin. They never halt. As the two soldiers begin to
aim their blaster rifles, the two Jedi raise their hands. The blasters fly
from the soldiers hands. Suddenly, the approaching Jedi are pointing
the blasters back at them. Instead of shooting, Anakin and Obi Wan
knock out each soldier with the butt of the blaster rifles. They
unceremoniously drop the rifles next to each soldier at they pass, their
gait never halting. Other than the soldiers proclamation and bone
crunching, no sound was heard.

They open the entrance terminal and enter a code. The blast door
opens.

INT. JABBA'S MAIN PALACE - MAIN ENTRY HALL

The two Jedi enter Jabba's Palace, now controlled by the Mandalorians.
A small contingent of ten regular soldiers are there to greet the Jedi as
soon as they enter the main entry hall. With a blur, the two Jedi
unsheathe their lightsabers - Obi Wan's bright blue, Anakin's bright
green. The soldiers immediately begin to fire. The soldier's assault is
for naught. The Jedi quickly neutralize their attackers.

ANAKIN: So much for diplomacy Master.

OBI WAN: (deflecting a laser bolt) Must you always chatter during
combat?

The final soldier falls. Sheathing their lightsabers, the Jedi continue
toward the main audience chamber.

ANAKIN: (shrugging) It helps my concentration.

OBI WAN: (lightly chastising) Well it ruins mine.

ANAKIN: Sorry Master.

INT. JABBA'S MAIN PALACE - HALLWAY

They finally reach the main door to the chamber. The two regular
soldiers guarding the entrance are quickly dispatched. Obi Wan
analyzes the door.

OBI WAN: It's magnetically sealed. I shall need your assistance
Padawan.

Standing side by side the two Jedi pierce the top of the door, their
sabers driving through metal as though it were liquid instead of the
hardest solid. Moving their sword away from each other, they begin
to cut an arch toward the floor. Finally they cut their way into the main
audience chamber. In sparks and smoke, the heavy half meter thick
metal door falls inward with a loud boom.

They rush in, swords at the ready.

No one is there.

OBI WAN: I thought their defenses were too meager. It's a ruse Anakin.

Anakin becomes alarmed. He quickly closes his eyes, trying to
concentrate on something. Suddenly, his eye shoot open.

ANAKIN: Master, the transports!

Anakin and Obi Wan disengage their sabers on a flat run.

EXT. TATOOINE - DESERT MESA - DAY

Obi Wan and Anakin are streaking across the desert landscape,
pushing the landspeeder to its limits. Cresting a small dune, they see
the refugee rendezvous point. A large transport can be seen heading
for space high in the distant sky.

They quickly note that the last group of refugees - approximately 50 or
so - and a dozen Naboo soldiers are gathered for the final transport.
Shmi and Amidala are overseeing the last of the escapees. Queen
Amidala's personal star cruiser is moored about fifty meters from them.
The last transport is nowhere in sight.

Sabe points out the approaching speeder to Amidala. Recognizing the
two Jedi, Amidala begins to approach the rapidly advancing speeder.
She and her handmaidens are dressed in fitted black battle dress
similar to her cockpit uniform and armed with heavy blasters.

Anakin leaps from the moving speeder, hitting the ground running. With
alarm, Amidala looks back at her handmaidens and draws her weapon.
With her look they draw their weapons as well, instantly at the ready.

AMIDALA: What is?...

Before she can finish her question, one of the refugees cries in alarm -
then another and another. The Jedi become instantly alert. Panaka
raises some binoculars.

PANAKA: It's an army!

One either side of the small dune valley, two formations of Mandalorian
soldiers appear in the distance. They are converging on the rendezvous
point. Each formation seems to contain over two hundred soldiers.
Everyone becomes panicked. The guards surround Amidala, Shmi and
the handmaidens.

ANAKIN: (angry) I knew it.

OBI WAN: This is a trap. The Hutt has betrayed us.

PANAKA: The last transport is still in orbit. It will take at least five minutes
to land!

AMIDALA: We've just run out of time. Get the rest aboard my ship,
Captain. It will hold them.

PANAKA: You are going with them Your Highness.

Amidala starts to object. Anakin grabs her elbow.

ANAKIN: You all are going.

Before the queen says a word in protest, Anakin interrupts her.

ANAKIN (cont'd): (pleading) You must see these people safely home.

They stare at each other.

AMIDALA: Get them aboard Captain.

PANAKA: Let's move!

The guards begin to quickly heard people toward the Royal Cruiser.
Anakin runs to his mother, who is at the back of the group seeing that
there are no stragglers. His eyes are constantly watching the distant
approaching enemy.

ANAKIN: Get aboard mother.

SHMI: You are not going with us?

ANAKIN: Only after everyone is safely aboard. Don't worry, Obi Wan and
I are used to this.

Shmi looks at the advancing army, then back at her son, quite
disbelieving him.

ANAKIN (cont'd): (assertive) We will hold them off. But first I will see you
aboard that ship.

SHMI: (stubbornly) When the rest are aboard Annie.

Anakin starts to protest, but Obi Wan's shout interrupts him.

OBI WAN: (lightsaber ignited) They are almost in range! Ready yourself
Anakin!

There are only about two dozen people left to board. Anakin draws his
lightsaber and places himself several feet from Obi Wan. Anakin faces
one group of approaching soldiers while Obi Wan faces the other,
forming two man protective wedge. The Naboo guards are standing
behind them, pistols at the ready. Shmi, Amidala and the handmaidens
are hurrying the refugees aboard.

ANAKIN: Here we go again.

The soldiers are still a distant menacing blur when the first laser bolts
begin to fly wildly by them. With blinding speed the two Jedi deflect only
the most accurate laser fire, making sure the people behind them are
protected. Random shots can be seen to harmlessly ricochet off the
silver starship. The guards begin to fire back. The first Mandalorian
soldiers begin to slow their pace, giving the defenders more time to
board the ship. Suddenly, one guard is throw back, dying instantly from
a laser bolt to the chest. Then another falls.

The attack starts to engulf the two Jedi. Laser fire is all around them.
The enemy soldiers, now only one hundred meters away, are well within
visual range. Their aim is becoming too accurate. Anakin glances back
and sees that Amidala and her handmaidens are standing at the ramp,
firing pistols as Shmi is seeing the last refugees on board.

ANAKIN: (alarmed) Get aboard! NOW!

The women begin to back toward the entrance ramp, followed by the
guards. As Shmi turns to run up the ramp, a missed laser bolt shoots by
Anakin. It hits Shmi in the back, knocking her down.

ANAKIN: NO!

Amidala and her handmaidens hurriedly pick up Shmi's limp body and
enter the ship. Laser fire slices through Anakin's arm, almost knocking
his lightsaber from him. The last of the soldiers run up the ramp. Obi
Wan is starting to back toward the ramp, but becomes alarmed as he
sees his apprentice begin to advance on the soldiers.

OBI WAN: Anakin! No!

But Anakin isn't listening. He is in a blinding rage. Seeing his advance,
the Mandalorians begin to converge their fire upon him, but to no avail.
The movements of his bright green saber is a complete blur. With
supernatural speed, Anakin seems to deflect a dozen bolts at once. All
the reflected bolts find their mark as, one after another, the Mandalorian
soldiers fall - twenty, thirty, then fifty soldiers lay dead on the desert floor.

Two Naboo in the starship's cockpit stare in stupefying amazement at
the scene below. Even Obi Wan is momentarily frozen in dreadful
wonder. Anakin's fury is palpable. The Mandalorians begin to back up -
they cannot touch Anakin Skywalker.

Anakin finally glances back and sees that only Obi Wan is shouting, but
he cannot hear him. Anakin hears nothing but a white hot roar. Not able
to take the numerous laserbolts being deflected, his lightsaber begins
to oscillate its brightness. In one blinding flash, it blows out.

Snapping out of his enraged trance, Anakin dashes for the ramp. The
Mandalorians, now greatly decreased in number, renew their assault on
the gleaming starship. The Jedi jump safely aboard. The Mandalorian
laser fire bounces harmlessly off the ship as it begins to take off.

As the gleaming cruiser disappears in the distance, one Mandalorian
officer watches. Separating himself from the rest, Boba Fett jumps into
Obi Wan's speeder and heads into the desert.

INT. NABOO ROYAL CRUISER - FORWARD - SLEEPING
QUARTERS

The doors to the royal quarters open. His face an unemotional mask,
Anakin rushes into the room and stops. Behind him, many individuals
can briefly be seen milling about in the forward and main hold - their
faces are frightened. As the door closes again, Anakin walks slowly to
the woman lying prone and unmoving on the bed. Padme is kneeling
next to Shmi on one side while Sabe, with medical kit opened on the
bed, is conducting an examination. As Anakin kneels next to his mother,
Sabe casts a quiet glance at the queen and sadly shakes her head.
She closes the medical kit and moves away. Obi Wan silently enters.

Anakin gently lay a shaking hand on his mother's forehead. He
concentrates on her face for a moment. Then his eyes close slowly
with dread.

ANAKIN: (quiet moan) No.

He knows he can do nothing for her. Without a sound, he lowers his
head to her shoulder, fighting desperately for control.

Hurting with him, Padme glances up at Sabe and Obi Wan. Seeing
the request for solitude, Sabe exits. With a compassionate glance,
Obi Wan exits as well.

Padme moves to lay a comforting hand on Anakin's back. Shoving her
hand away, he stumbles up. Taking a few steps toward the door, he
realizes he has nowhere to go and stops. Wrapping his arms around
himself as though cold, he suddenly falls to his knees. His face shows
he is failing to hold back a torrent of grief. He looks at his hands.

ANAKIN: (whispers) N-not fast enough. I wasn't fast enough!

Kneeling down, Padme gently tucks his head under her chin and
simply holds him as he begins to cry.

EXT. TATOOINE - DESERT - DAY

The landspeeder streaks by as it approaches the Slave One spacecraft.

EXT. TATOOINE - DESERT - SLAVE 1 SPACECRAFT - DAY

Boba Fett jumps out of the speeder and quickly walks up the
spacecraft's ramp.

INT. SLAVE 1 - COCKPIT

Boba Fett sits in the pilot's seat and hits a button. An image of Darth
Sidious appears.

SIDIOUS: This had better be good.

BOBA FETT: It is done. The boy left with them.

SIDIOUS: Is she dead?

BOBA FETT: Ofcourse.

SIDIOUS: (smiling) Good. Hire the assassin. See that she gets my
instructions - and her payment.

Boba Fett nods again.

END OF ACT III

ACT IV

EXT. SPACE (FX)

The Royal Cruiser approaches the planet Naboo.

EXT. THEED - DAY (FX)

Beautiful as ever, the city of Theed is bathed in sunshine.

The Royal Cruiser flies over the city and maneuvers to land at the huge
Theed hangar bay. In a large landing area beside the hangar, two of the
Carrack Cruisers are stationed and people can be seen filing out the
hold of each cruiser.

INT. THEED PALACE - MAIN GALLERY - DAY

Anakin, the Queen, and Obi Wan are in an immense gallery. The decor
is sparse and minimalist in style. The floor to ceiling windows, rising
thirty feet high, bath the room and its occupants in streams of golden
sunlight. At one end of the huge arched doorways, two of Amidala's
handmaidens - Sabe and Rabe - watch quietly over their ruler.

Standing at one of the windows, Anakin is staring out at the beautiful city
of Theed spread out before him. He is lost in thought - his somber gaze
indicating he is thinking of his mother.

Standing a distance away from him, Padme is quietly speaking with
Obi Wan.

OBI WAN: What will happen to them now?

PADME: I'm sure some will want to leave - explore their new found
freedom. We'll do whatever it takes to see the rest are settled here.
(hopeful) Will you stay long this time?

OBI WAN: We have no wish to seem rude. We are eternally grateful for
your help... but I'm afraid we must leave immediately, Your Highness.

PADME: (disappointed) Why so soon?

OBI WAN: We must return to Coruscant and report to the Council.
These galactic conflicts have not lessened during our time on Tatooine.
(looks pointedly at her) We must return to our duty.

Padme casts a glance at Anakin still standing dejectedly at the window.

PADME: Will they send you back into battle?

OBI WAN: (sighing) With the way things are headed... most likely.

Padme glances at Anakin again and slightly shakes her head.

PADME: You can't let him go back into combat, Obi Wan. Not in his state.

Sighing, Obi Wan also looks over at his friend. Without words, he nods
in agreement. She looks decisively at Anakin.

PADME (cont'd): I will take care of him.

OBI WAN: (small smile) Of that I have no doubt, Your Highness.

INT. THEED PALACE - GUEST APARTMENTS - DUSK

The light of a golden Naboo sunset baths Anakin as he morosely stares
out yet another palace window. He stands with his arms crossed in front
of him, but it is more of a defensive gesture than an aggressive one. Obi
Wan is busy gathering his things.

ANAKIN: Master, I'm fine. I don't need coddling.

OBI WAN: This is for my well-being as much as yours Anakin. You're no
good to me like this, and you know it.

ANAKIN: This is because of how I reacted on Tatooine?

OBI WAN: It is because of how you're acting even now.

Obi Wan looks at his friend. It is still difficult for Anakin to hold in his
grief. In sympathy, Obi Wan comes up and places a hand on his arm.

OBI WAN: Stay here, my friend. Rest a while. Only a fool ignores his
limitations.

Anakin sighs and nods. Obi Wan smiles gently at his young friend.

OBI WAN (cont'd): I have a feeling I shall be back before you wish it.

Anakin returns a half-hearted smile.

ANAKIN: Please, take care, Master.

OBI WAN: Without your constant chattering Padawan, I'm sure I'll be
quite safe.

Anakin watches his friend leave the room, then turns and looks out
the window as the sun descends over the horizon.

EXT. NURIUS III - SITH FORTRESS - DAY (FX)

A distant dim star casts paltry illumination over the drab gray surface.
The immense black stone structures of the Sith stronghold dominates
the landscape.

INT. SITH FORTRESS - RESEARCH FACILITY - HALLWAY -
DAY

The hallway conveys an immensity of form and structure consistent with
the rest of the citadel. The walls are a dull black with irregular angles.
Little light reflects off of any surface. Two odd looking humanoids in
dank green lab coats walk nervously down the hall.

DOCTOR YROV: I don't think we should say anything!

PROFESSOR JOW: If we do not they will surely kill us when they find out!

They go to stand in front of a relatively small door. Professor Jow points
at the door console.

PROFESSOR JOW (cont'd): Open the door!

Grimacing in frustration, the doctor opens the door.

INT. SITH FORTRESS - RESEARCH FACILITY - CONTROL
ROOM

The professor and doctor enter the room and stand hesitantly in the
middle. The Sith apprentice is staring out the enormous observation
window. Completely cloaked in black, the doctor and professor see
only an arcane amorphous shape. She doesn't bother to turn around.

DARTH OMEN: Is there something you wish to tell me Professor Jow?

Getting up the courage to speak, the professor takes a deep breath and
straightens his posture.

PROFESSOR JOW: It is as I warned you. These new specimens... their
generational decay is too great! With this much mutation I cannot stop...

Suddenly, the professor gasps. He grabs at his chest and falls to his
knees. The Sith speaks casually as though nothing is happening to the
individual writhing on the cold gray floor. Her angelic voice does not
even sound angry.

DARTH OMEN: I warned you Professor... no more excuses.

The professor falls to the floor. Eyes wide open in shock, blood oozes
from the dead professor's mouth. Doctor Yrov takes a step back,
obviously wanting to flee.

DARTH OMEN: Doctor...

The doctor freezes in his backstepping.

DOCTOR YROV: Y-Yes Mistress?

DARTH OMEN: What kind of mutation?

DOCTOR YROV: W-Well... (swallows hard) They're insane Mistress.

There is a long silence. Darth Omen does not move. Doctor Yrov
swallows again.

DARTH OMEN: Complete the unit Doctor.

DOCTOR YROV: Yes Mistress!

Sensing the dismissal, the doctor rushes from the room. Unbeknownst
to the doctor, the Sith has had a quiet radiant smile the entire
conversation.

EXT. THEED - MIDMORNING (FX)

Clouds move slowly across the sky as the sun begins to rise over the
horizon. The day dawns bright and peaceful.

INT. THEED PALACE- GUEST APARTMENT - MID-
MORNING

Anakin is sitting at a table. Light is streaming through the open glass-
pained doors next to him. Typical of Naboo, it is a beautiful day. Various
tools are placed about the table. A small ancient book lies to one side.
In deep concentration, tool in hand, Anakin is putting the finishing
touches on his new lightsaber. R2-D2 is also at the table, quietly
sorting through several crystals of various shape and color. Putting
the tool down, he stares at the saber for a moment and nods.

ANAKIN: Done.

Sword in hand, he stands up and moves to the center of the room.

ANAKIN: Okay... (glances at R2) Ready?

R2 beeps excitedly. Taking the proper stance, Anakin raises the new
sword.

ANAKIN (cont'd): Here we go.

The lightsaber ignites. As the light blade extends, a look of pure horror
appears on his face. The blade is a bright garish purple - and about two
feet too long. As he stands there completely stunned, a cracking sound
like breaking glass can be heard. Suddenly, the blade explodes in a
white flash. The next thing visible is Anakin holding the smoking saber
at arm's length, eyes tightly closed against the burst of light. Slowly, he
opens his eyes. Dropping his arms to his side, Anakin walks back to
the workdesk.

Anakin drops the useless lightsaber on the table and plops down in the
chair with a vicious sigh. Still smoking slightly, it now has wiring hanging
from one end. He wipes one palm down his face in utter frustration. He
looks over as R2-D2 projects his manipulator arm to grab at a stone.

ANAKIN: No no. Not that one... see the flaw?

R2 peeps in recognition. Anakin sighs again, completely discouraged.

ANAKIN (cont'd): No stone is that perfect.

R2-D2 beeps in sympathy. Grabbing his broken lightsaber again, he
stands and walks the short distance to the opened doorway. Outside the
doorway, a verandah with a short flight of stairs leads down to an interior
sculptured garden. Hearing children laughing, he looks down and sees
a citizen of Naboo lead a group of children into the sculptured courtyard
below.

Curious, he watches the handmaiden, Sabe, enter from the opposite
side, followed closely by Amidala. Anakin is suddenly quite intent on the
scene below. The children become hushed. Sabe formally introduces
the serenely smiling Queen. Amidala is not in her traditional make-up
and royal regalia, but is instead dressed simply in a traditional brightly
colored Naboo tunic that emphasizes her natural beauty. Anakin smiles
slightly as the group of a dozen children between the ages six and seven
years bow to their queen in haphazard unison. Amidala begins to speak.

Anakin lays the broken lightsaber down.

EXT. THEED PALACE - GARDEN PARK - MID-MORNING

Quietly, Anakin wanders out to listen. As he silently approaches, he
can begin to hear what she is saying to her rapt and slightly awestruck
audience.

AMIDALA: ...for this great service I give you my deepest gratitude.
You have made me very proud.

The teacher gives the children a small nod.

CHILDREN (together): Thank you, Your Highness.

Amidala grins and speaks gently to the children.

AMIDALA: You are free to do as you please until the transport arrives.

At that cue, the teacher moves forward.

MASTER AJUNE: You may play in the garden, but no further.

Children take off in every direction.

Anakin has moved to stand behind the queen. She glances up at him
and smiles a bit mischievously. Anakin smiles back. Standing on the
other side of the queen, Sabe smirks and rolls her eyes.

ANAKIN: What's this?

AMIDALA: One of my more enjoyable duties. Every year a group of
children are chosen to visit the Palace.

Anakin looks around at the children. They have very quickly become
bored and discouraged with their surroundings. A small group of girls
glance shyly at the queen. One boy is seen scratching and pulling at
his collar. Obviously in their finest clothing, they cannot play as they
would wish.

ANAKIN: They don't look like they're having much fun, Your Highness.
(looks over and grins) Well, except for those two.

Amidala follows his gaze. Two boys are standing on either side of a
palace guard, curiously inspecting his armor and weapon. Just as
Amidala looks over, one is bravely attempting to touch the guard's
sidearm. The guards jerks his head down and gives the boy a very
fierce scowl. Both boys jump and run away from him, snickering to
each other. The guard grins and slightly shakes his head.

AMIDALA: (laugh) They always hate this part. (wryly) I remember I
hated this part.

She glances absently at him, then gives him a sudden double-take. A
small smile creeps over her face as she stares at him. Concerned for
himself, Anakin's brows come together.

ANAKIN: What?

AMIDALA: Master Ajune?

Jumping at her command, the man runs up to her and bows
exuberantly.

MASTER AJUNE: Yes Your Majesty?

AMIDALA: Can you assemble the children for a moment?

MASTER AJUNE: Of course Your Majesty!

As the teacher claps his hands and calls the children together,
Anakin speaks suspiciously, yet politely, to the queen.

ANAKIN: What are you doing, Your Highness?

Looking sideways at him, she doesn't reply. The children group up.
The two boys bent on trouble run out of nowhere and join the group
just as the queen approaches.

AMIDALA: I have a surprise for you... (gestures to Anakin) I would like
you all to meet Anakin Skywalker.

Over the oohs, wows, and ahhs from the children, Anakin throws the
queen a scowl. Then, with a nervous smile that is more like a grimace,
he awkwardly raises his hand in greeting.

ANAKIN: Hi.

Anakin apprehensively places his hands behind his back. As usual,
the nervous gesture gives him a intimidating and commanding look -
his sideways scowl at the queen doesn't help much either. Suddenly,
the children go silent. He looks down at them. They are staring
overwhelmed at him. He smiles nervously again, at a complete loss.
The queen doesn't speak a word, but her eyes betray her merriment
at his discomfiture.

FIRST BOY: Are you really Anakin Skywalker?

ANAKIN: Uh What?

SECOND BOY: Yeah, you don't look like Skywalker.

Anakin looks around at the group of young skeptical faces. Anakin finally
eases his stance and sits on his haunches in front of the two boys.

ANAKIN: (whispers) Are you calling the queen a liar?

Eyes widening at their mistake, both boys shoot a glance at the queen.
They violently shake their heads, suddenly quite frightened of the large
man kneeling in front of them. To ease their fears, Anakin grins brightly
and nods his head in acknowledgment.

ANAKIN: I admit I have grown up a lot. (mock seriousness) There must
be some way to prove who I am.

SECOND BOY: You're supposed to be a Jedi right?

ANAKIN: Well not yet... (puzzled) How did you know that?

Anakin looks at Amidala. She just shrugs, not in the least surprised.

FIRST BOY: (brightly) Everyone knows that Sir!

ANAKIN: Really.

The whole group of children nod their head vigorously. Anakin is
genuinely surprised.

FIRST BOY: Well.. if you're Anakin Skywalker Sir, then um... where's your
lightsword?

ANAKIN: (taken aback) My lightsword?... (sheepish) Well... at the
moment... it's not really fini...

He looks around at all the excited eager children. Clearly, they want to
see a lightsaber. Exasperated, Anakin sighs violently and stands.

ANAKIN (con't): Oh all right...

He lets out a piercing whistle.

ANAKIN (con't): R2!

In short order, R2-D2 comes rolling out onto the verandah, beeping and
chirping in alarm.

ANAKIN: It's alright!

R2 beeps in relief, moving his domed head around. Several children let
out wows of excitement at seeing the droid.

ANAKIN (con't): Could you bring me...

FIRST BOY: (interrupting) Whoa... is that R2-D2?!

Anakin shoots a dumbfounded glance at the queen again. She is
smiling blatantly by now.

ANAKIN: umm.. Yeah.

All the children wow at once. R2 swivels his head around and beeps in
alarm. At seeing the crowd of children, he starts to go back the way he
came. All the sudden, Anakin grins hugely.

ANAKIN (cont'd): Why don't you go say hello? R2!.. (R2 beeps) Stay put!..
and behave!

R2-D2 lets out a morose whistle. Suddenly, a dozen six and seven year
olds converge on R2-D2. As the children surround the little droid, his
domed head nervously swivels back and forth. Amidala walks up to a
very self-satisfied Anakin. She looks at the children and shakes her
head in awe.

AMIDALA: Of all the times I've had to... what I wouldn't have given for that
diversion.

ANAKIN: (grinning) All too easy, Your Highness. I had no idea I was so
popular.

AMIDALA: (nodding) To children.

At his sudden scowl, Amidala flashes him an angelic smile and walks
back to the children. His sadness forgotten for the moment, Anakin
eagerly follows her.

A palace guard then emerges from the hedge enclosed walkway that
enters into the garden. He is escorting a flashily dressed Jar Jar Binks.
Jar Jar is dressed brightly in golden bracelets, a feathered headdress,
and a long luxurious moss green cape. Looking around in curiosity and
not watching where he is going, Jar Jar trips on a granite cobblestone
and almost falls. He backs away from the cobblestone cautiously for a
moment - discerns that it is nothing - then turns around and continues,
a smile back on his face. As soon as Jar Jar sees the queen and the
group of children, he grins hugely and waves excitedly. The palace
guard stands aside with a long suffering look, letting the trotting and
grinning Gungan through.

JAR JAR: Hidoe Your Highness! Mesa Back!

Seeing Jar Jar, Amidala smiles warmly. The children stare in awe at yet
another rare curiosity.

AMIDALA: Ambassador! (slightly confused) You're through with the
negotiations already?

JAR JAR: (nodding vigorously) Ah ha!

Anakin is shocked.

ANAKIN: (whispering) Ambassador?

Humor in her eyes, the queen slightly shakes her head at Anakin as
though saying it gets worse. Just then Jar Jar notices the tall young
man standing next to the queen. Giving Anakin a long stare, Jar Jar's
eye finally widen in recognition.

JAR JAR: Annie?

ANAKIN: (smiling) Hello Jar Jar.

JAR JAR: ANNIE!

Suddenly Jar Jar embraces Anakin in a bear hug.

ANAKIN: oof!

JAR JAR: Bein soo long! Mooie Mooie! Wesa ben missin ya Annie.

ANAKIN: (smiling warmly) My thoughts were always here, my friend.
Looks like you've been busy!

Jar Jar poses in his finery.

JAR JAR: Yosa tink mesa doin petty fine eh?

AMIDALA: Jar Jar is now our official Gungan Ambassador.

ANAKIN: (laughing) I can think of no better for the position.

JAR JAR: (nodding) Da bosses tink so. Mesa jes no warrior. Dey say
dis way me crashid Otah Gunga less... and hopin not da Naboo more!

AMIDALA: I'm sure the city of Theed is quite safe Ambassador.

Jar Jar nods and smiles. He had noticed the children who are curiously
looking him over. Anakin and the Queen watch him expectantly. Jar Jar is
trying to pay attention to the queen, but can't help an occasional wave
and smile at the children, who giggle in return. The queen, being gently
patient, is trying not to laugh at the comical and likable Gungan
Ambassador. Jar Jar is just about to walk over and entertain the
children when he remembers why he is there.

JAR JAR: Oh Youa Highness!

AMIDALA: Yes Ambassador?

JAR JAR: Boss Nass? He say ahh...

Jar Jar looks around secretly. Briefly, Amidala and Anakin also look
around the garden, wondering what the Gungan could possibly be
worried about.

JAR JAR (cont'd): He say Okeday!

With that, Jar Jar grins hugely, bows with flair, and trots happily over to
R2-D2 and the children.

JAR JAR (cont'd): Ello boyos!

Anakin and the queen watch him greet the excited children.

ANAKIN: What was that all about?

AMIDALA: (laughing) Only the most important news I've received in the
last six months.

The queen merely grins at Anakin's dumbfounded look.

AMIDALA (cont'd): I promise to explain later. Now you might go and
rescue poor R2.

Anakin gives her one last confused look, shrugs, and does as she
commands. R2-D2 did look frazzled for a droid.

Anakin then sees Rabe, the queen's handmaiden, enter the garden and
approach the queen. Rabe looks intense, almost alarmed. He watches
as Rabe whispers something to the queen. Amidala's face sobers
instantly and she nods. He watches the queen abruptly enter the palace
with Rabe and Sabe in tow. Anakin is oblivious to the children and Jar
Jar happily yapping away in his ear.

INT. THEED PALACE - QUEEN'S PRIVATE OFFICES

Padme is now Amidala, her true identity hidden within her regalia. She is
facing a viewscreen. On the viewscreen is a man dressed in white-robed
opulence.

AMIDALA: (warm smile) You honor me with your presence, Prince
Organa. To what do I owe this pleasure?

ORGANA: (grinning) The pleasure is all mine, I assure you, Your Majesty.
I have some good news to relay... regarding our family.

Amidala hits a button on the console.

AMIDALA: We are secure.

ORGANA: (sighing) It wasn't easy, but they finally all agreed. The
meeting is set.

The queen leans slightly forward.

AMIDALA: Where?

INT. THEED PALACE - QUEEN'S PRIVATE OFFICES -
FOYER

Anakin is anxiously pacing the office vestibule as Amidala enters from
her private office. Upon seeing him, she pauses. She looks at him with
a weighty expression. Feeling as if she is trying to decide something of
great significance, he unconsciously stands straighter and returns her
worried gaze. His look clearly states he wants to know what is going on.
Amidala then takes a deep breath, her decision made.

AMIDALA: I need your help.

ANAKIN: You have it.

That settled, the queen heads for the vestibule door. Anakin follows her.

AMIDALA: Want to take a trip?

ANAKIN: As long as I get to drive.

AMIDALA: (slight smile) Then you're of help already.

EXT. THEED - HANGAR ENTRY - NIGHT (FX)

The Queen's Royal Cruiser exits the palace hangar and heads toward
space.

EXT. SPACE (FX)

The Cruiser speeds away from the planet of Naboo.

INT. ROYAL NABOO CRUISER - COCKPIT

Anakin is piloting the spacecraft. Padme enters.

ANAKIN: Where to?

PADME: Alderaan.

Anakin pauses to look at her. Her face says nothing.

ANAKIN: Alright. Better have a seat.

Anakin punches in some coordinates. Through the cockpit window,
stars stream by as they go into hyperspace.

INT. ROYAL CRUISER - MAIN HULL - POWERED DOWN
(NIGHT)

Padme is pacing back and forth as Anakin is sitting looking over a
datapad. He gives her occasional glances. The room is darkened to
simulated night-time. After a few beats, he puts down the pad and sits
back in his chair, thinking. Padme stops and stands a little anxiously
before him.

ANAKIN: It's a solid idea, I'll give you that, but... if the Senate gets wind
of this...

PADME: I know. But they haven't left us much choice.

Padme starts to pace again.

PADME (cont'd): Damn Palpatine... He's completely abandoned his
own people.

Anakin stands and watches her furiously pace back and forth before
him. He shakes his head.

ANAKIN: If they discover you're connected with this they'll send a
garrison. Naboo will get exactly what you're trying to avoid.

PADME: What else can I do? I won't be caught unprepared again.

Looking away from him, she rubs her arms, as though cold. Anakin
sighs.

ANAKIN: I'll do whatever I can.

He raises his right hand to her, silently offering. Without hesitating, she
gratefully walks into his embrace. Head against his chest, neither see
the worried look on the other's face.

END OF ACT IV

ACT V

CORUSCANT - CITYSCAPE - DAY (FX)

The Chancellor's building is seen rising up from the busy din of
Coruscant's cityscape.

INT. CHANCELLOR'S APARTMENTS - PRIVATE
ANTECHAMBER

In a large room filled with chairs and couches sit a dozen of the most
powerful Galactic Senate representatives. Standing slightly away from
them is the Jedi Master Mace Windu and his apprentice, Enso Unsui.
Unsui is ready for full Jedi Knight status, but chooses to remain a
Padawan longer than usual. She wishes to learn as much as possible
from her legendary Master. Both Jedi Master and apprentice look with
dread at the proceedings. Supreme Chancellor Palpatine enters from
his inner sanctum and moves to stand behind his immense office desk.
He begins to pace slowly as he starts his speech.

PALPATINE: I will be brief and to the point, your honors. I am afraid the
time has come for drastic measures. While your powerful systems are
bickering over every treaty or trade agreement imaginable, the
infrastructure of the Republic is threatened. With each major trade route
that collapses, thousands of planets fall victim to famine and disease.
(somber) Billions are dying, Senators. (addressing Windu) Are the Jedi
doing nothing to resolve this?

MACE WINDU: We are using all our resources to stop this Chancellor.

PALPATINE: What about this mysterious army that keeps attacking our
outerrim colonies?

WINDU: Unfortunately, even our abilities have their limits - none of our
traditional tactics are working.

PALPATINE: If traditional tactics do not work, Master Windu, then I
suggest we find one that does.

MACE WINDU: What do you recommend Chancellor?

PALPATINE: The Senate has become ineffective. We can all see that.
The abilities of the Jedi are hindered because there is no central support
to buttress their actions. Everything is stymied by our indecision.

Palpatine calmly walks to the center of the room - waiting for his speech
to sink in.

PALPATINE (cont'd): The solution is obvious and... inevitable... I must be
allowed more control over the military.

Most of the senators look at each other in alarm. Mon Mothma, however,
takes note of Mace Windu's reaction. As controlled as the Master Jedi is,
he still cannot hide his look of dread. He looks pointedly back at Mon
Mothma and nods his head imperceptibly.

INT. SENATE CHAMBER HALL - VESTIBULE

Obi Wan is impatiently pacing back and forth in the hallway. Suddenly,
the doors open. The few powerful senators requested to attend the
meeting are quickly exiting, as though anxious about what just
transpired. Noting this, Obi Wan becomes concerned as well. Mace
Windu and his apprentice exit, followed closely behind by Chancellor
Palpatine.

OBI WAN: (bowing) Master Windu... (less of a bow) Chancellor.

PALPATINE: Ahh.. Obi Wan Kenobi. It is good to see you again. (looking
around) And where is your apprentice, young Skywalker?

OBI WAN: Visiting Naboo, Your Honor.

PALPATINE: On Naboo did you say? He visits the Queen quite often it
seems.

OBI WAN: They are friends, Chancellor.

PALPATINE: Ah... I see. Well that is reasonable. The young man
did save Naboo. I understand his piloting skills have made him
quite the legend, even among the Jedi. (smiles) Well, I must make
arrangements with my generals.

Windu, Unsui, and Obi Wan bow as Palpatine walks away.

OBI WAN: He is quite pleased with himself.

Windu hurriedly walks in the opposite direction.

MACE WINDU: Well he should be. He just effectively took control of
the entire Republic military.

OBI WAN: What?! But... he has no authority!

MACE WINDU: He has most of the generals and admirals behind him...
which is all the authority he needs. That meeting was to let us know he
doesn't require the Senate's approval.

OBI WAN: There are thousands of military leaders. It must have taken
him years to gain even majority support.

They stop at a transport tube.

MACE WINDU: Precisely.

Obi Wan takes in Windu's pointed gaze. Suddenly, his face dawns with
a horrific realization. Windu nods imperceptibly. The three Jedi enter
the tube.

INT. CORUSCANT - GALACTIC SENATE - TRANSPORT
TUBE

OBI WAN: How long has the Council known?

MACE WINDU: We began to suspect two years ago.

OBI WAN: Two years... when the outer rim attacks began.

Windu nods again. They exit the tube into the outside air.

EXT. CORUSCANT - GALACTIC SENATE PROPER -
EXTERIOR PLAZA

As he places his hood over his head, Windu does not talk immediately.
As a signal to follow, the two other Jedi cloak themselves.

MACE WINDU: A tactical communiqu� was intercepted from one of
those ghost fleets - it lead back to Coruscant. Once we knew where to
look, it didn't take long to determine who is behind all these conflicts.

OBI WAN: (shaking his head) The Sith... right under our noses.

MACE WINDU: What better place to hide Obi Wan?..

Obi Wan nods.

OBI WAN: What now Master?

Mace Windu stops and stares into nothing. His look is ominous. Then
he resumes his rapid pace.

MACE WINDU: First, you will brief the Council on your last mission.

OBI WAN: Yes, Master.

MACE WINDU: Then you must return to Naboo and retrieve Anakin
Skywalker.

OBI WAN: Master?

MACE WINDU: (shakes his head) You should not have left him alone
Obi Wan... he is too vulnerable.

OBI WAN: (slightly defensive) His mother recently passed and I thought
to give him some time for his grief.

MACE WINDU: (grim) I am beginning to regret ever going against Yoda
on this.

OBI WAN: He may be reckless, but that is only his youth speaking. He
has made many remarkable advancements in the last few years.

MACE WINDU: With a midichlorian count that high, he should achieve
nothing less. He masks it well but I see no real attempt to control his
emotions, especially his fear.

OBI WAN: (admittingly) His grief for his mother was extreme.

MACE WINDU: And you left the boy with Queen Amidala - a woman you
admit he is close to?

OBI WAN: (slightly defiant) Anakin is aware of his duty Master Windu.

Mace Windu makes no reply to that statement.

MACE WINDU: Four more systems have been attacked since your last
report. Right now we have great need of any and all Jedi. We are losing
too many - too many.

Mace Windu's look is briefly haunted, then he snaps back to the present.

MACE WINDU (cont'd): See that the boy returns to your side as soon as
possible.

OBI WAN: Yes Master.

Windu stops just before another transport tube entrance. He looks
gravely at Kenobi.

MACE WINDU: Tell no one of what you have learned this day Obi Wan...
not even your apprentice.

Windu and his silent paduwan enter the lift. Greatly troubled, Obi Wan
doesn't follow, but heads hurriedly in another direction.

EXT. SPACE - PLANET ALDERAAN (FX)

Move with the Royal Cruiser as it heads toward Alderaan.

EXT. ALDERAAN - CITYSCAPE - WINTER DAY

The Naboo spacecraft punches through cloud cover over a large
cityscape. The cityscape is a hodge-podge of old and new. Many of the
buildings are of immense proportion. All the building are covered in
white, sparkling brightly in the patchy sunlight after a winter storm.

INT. ROYAL NABOO CRUISER - COCKPIT

Anakin is at the controls. He looks out and sighs grimly.

ANAKIN: Great. I hate cold.

Padme enters dressed as a handmaiden. She punches the console.

PADME: These are the landing coordinates.

EXT. ALDERAAN - MOUNTAINS - DAY

As the cruiser flies out of the city, it enters a landscape filled with huge
cliffs and jagged irregular mountains.

INT. ROYAL NABOO CRUISER - COCKPIT

PADME: There's the palace.

EXT. ALDERAAN - MOUNTAINS - ALDERAAN PALACE -
DAY

The cruiser is approaching a huge mountain in the distance. At its base
is an immense network of buildings which artfully and beautifully blend
into the mountainous landscape - the Alderaan palace complex.

As the ship crests the mountain top, a huge snow encased crater in its
center is revealed. The ship flies to the crater's center and enters a
snow cavern that quickly transforms into a large subterranean passage.
Travelling a short distance, the passage enters into a vast hangar bay
filled with several other cruisers and transports. Many people - tiny in
the immense space of the cavern - are seen working and milling about.
A smaller repair hanger is imbedded within a giant building that looks
carved right out of the black basaltic rock. The image is severe and
intimidating. While the outside palace complex is meant to convey a
warm welcome - this facility is meant to communicate the immense
power of the Alderaan system.

The Naboo Royal Cruiser finds an empty spot to land.

INT. ALDERAAN - PALACE - UNDERGROUND HANGAR

Prince Bail Organa, dressed in fine white robes, approaches the Royal
Cruiser as the landing ramp is lowered. He is accompanied by two
attendants and two richly decorated guards. The prince's bearing is
regal and proud.

As the ramp comes to rest on the ground, the queen exits. Her regalia is
somewhat downplayed, yet still conveys the majesty of her station. Three
handmaidens exit with her, all hidden within dark violet cloaks. Among
them is Padme. Following quietly behind her is Anakin, who is eyeing
the prince thoughtfully. With all the confidence of a true queen, Sabe
approaches the intimidating man with a warm smile.

BAIL ORGANA: Please forgive such a paltry welcome, Your Highness.

AMIDALA: I understand the necessity of our discretion, Your Majesty.
Keeping this surprise party from the Princess must have been difficult.

BAIL ORGANA: (laughing) My wife is crafty, I must admit. Shall I show
you to your apartments? Everyone is anxious for the party to start.

AMIDALA: No more anxious than I, Your Highness.

INT. ALDERAAN - UNIVERSITY UNDERGROUND -
LECTURE ARENA

The secret meeting place is a small round amphitheater typical for
most halls of higher learning. Leaders from some of the most powerful
sectors in the Galactic Republic - Prince Bail Organa and Senator Bail
Antilles of Alderaan, Senator Garm Bel Iblis of Corellia, Governor Akbar
of Mon Calamari, Senator Mon Mothma - all sit around the center circle.
Bail Organa is orating as Anakin quietly enters and takes a shadowed
seat near the top back row. It is opposite Amidala's prominent floor seat
across the arena's center. Amidala spots Anakin immediately, but
makes no gesture of acknowledgment.

BAIL ORGANA: ...the well established economic coalition between our
systems will easily translate into the availability of defensive armaments
- provided primarily by the Corellians and Mon Calamari, of course...

INT. ALDERAAN PALACE - QUEEN'S APARTMENTS -
ANTEROOM

Sabe quietly enters the Queen's anteroom and goes to place a garment
into a storage compartment. The room is attached to a private study by a
small open arched doorway. As Sabe silently moves near the doorway,
she begins to hear a quiet conversation taking place in the office.

SIDIOUS: ...are you sure our conversation is secure?

EIRTAE: She is at the meeting as we speak, Master. Rabe and Sabe
attend her.

Upon hearing this, Sabe flattens herself at the other side of the door and
makes no sound of any kind.

SIDIOUS: Please...continue.

EIRTAE: The queen has managed to assemble some of the most
powerful rulers of the Galactic core.

SIDIOUS: I have heard of this gathering, but not its purpose or who was
behind it. (heavy sarcasm) What has our devoted queen committed
now?

EIRTAE: She has devised a plan to assemble an armed force against
you, My Master. With the powerful systems she has gathered here, I fear
it might be quite effective.

SIDIOUS: (sneer) She has been a thorn in my side long enough.

EIRTAE: What would you have me do, My Master?

SIDIOUS: Nothing. I will deal with her myself.

A face denoting dire consequences, Sabe steps away from the wall and
silently exits the outer room.

INT. PALACE TEMPLE UNDERGROUND - LECTURE ARENA

Brow drawn together in consternation, Anakin is already disgruntled at
what he is hearing.

BAIL ORGANA: ...the diplomatic mechanism is already in place... we will
simply build our defensive positions relative to our trade agreements.

GOVERNOR AKBAR: What about the smaller members? Clearly they
would not be able to afford the elaborate defensive systems needed to
repel...

Anakin can no longer keep silent.

ANAKIN: (derision) That will never work.

Bail Organa and the others all turn and look. Anakin realizes he said it
out loud and gets a bit sheepish, glancing at Amidala apologetically.
Amidala suppresses a knowing smile. Standing in the middle of the
room, Bail Organa is not pleased at the interruption.

BAIL ORGANA: (haughty) And who are you?

Anakin gets irritated at his tone.

ANAKIN: (standing) Anakin Skywalker, Your Highness.

Here and there, rumblings within the group break out.

BAIL ORGANA: Is that name supposed to mean something to me, boy?

BAIL ANTILLES: You don't recognize him, Organa? He is Obi Wan
Kenobi's apprentice... the one who single handily neutralized the
Carbanti conflict.

BEL IBLIS: (drawl) This 'boy' has more strategic experience than all of us
put together... If he has the courtesy to give us advise, I would have the
courtesy to listen.

Organa is silent for a moment, his pride dented. Finally, he nods slightly
to Anakin.

BAIL ORGANA: Then what do you propose, Sir?

Anakin looks at Amidala, silently looking to her for approval. She
imperceptibly nods her head. Anakin takes a deep breath.

ANAKIN: As a Jedi, I am not at liberty to interfere with the inner workings
of sectoral politics.

Bail Organa gives him a disdainful look. Boldly, Anakin returns the prince
a pointed look.

ANAKIN (cont'd): But I will make this one suggestion... (looks at
Amidala) Her Highness, Queen Amidala, has a proposal that might
interest you.

Anakin smiles politely and bows. Giving Amidala one last encouraging
look, he exits the room.

BEL IBLIS: (conceding) It was Queen Amidala who originally
recommended this meeting.

Everyone nods at that logic.

GOVERNOR AKBAR: What is your suggestion, Your Majesty?

Amidala stands up and walks to the center of the amphitheater. Her
small size is contrasted extremely with her regal carriage. She speaks
with deliberation, taking the time to carefully look at each and every
member.

AMIDALA: (gestures to Bail Organa) As His Majesty has pointed out, in
recent years our economic dependency on one another has
strengthened considerably - to great mutual advantage.

GOVERNOR AKBAR: Due in no small part to you.

Amidala smiles, nodding her thanks for his compliment.

AMIDALA: However... these burgeoning sectoral conflicts and the
atrophy of a grossly corrupt Senate threaten to end the prosperity we
have provided our worlds, and our people... The end of peace is
imminent - if we continue to do nothing.

Realizing the enormity of what she is about to propose, Amidala takes
a deep breath.

AMIDALA (cont'd): (nodding to Organa) Begging your pardon Your
Majesty, but constructing a defensive apparatus around each world
alone would only invite conflict to our doorstep. This is something I
daresay we all want to avoid.

All nod vigorously.

AMIDALA (cont'd): We should develop a means to divert any potential
conflict away from us... I suggest we create an independent offensive
force comprised of personnel and equipment from each sovereignty.

There is an audible reaction.

BEL IBLIS: (shocked) That sounds like a military alliance.

AMIDALA: That is exactly what I am proposing.

MON MOTHMA: The Senate would never sanction such a course of
action.

GOVERNOR AKBAR: It's illegal, Your Highness. Palpatine would
consider it a rebellion.

AMIDALA: Palpatine and the Senate have given us no choice...
We must defend ourselves.

All the prominent members of the Republic nod their head, realizing
the obvious rightness of her argument. The queen is patient as this
idea begins to sink in.

AMIDALA (cont'd): If the Senate considers this military alliance a
rebellion... (fiercely resolute) Then so be it.

There is silence for a moment as Amidala stands alone with quiet
intensity - waiting.

One by one, the members nod their agreement. The queen sighs in
silent relief.

INT. ALDERAAN PALACE - QUEEN'S APARTMENTS

Amidala, Sabe, and Rabe enter the Queen's guest apartments. She has
just returned from her meeting with the other sovereign leaders and is
still in her concealing make-up and regalia.

They look over and see Anakin, fast asleep on the long window-seat. In a
semi-prone position - half sitting, half laying - on the couch, his long legs
are stretched out on the floor. It is apparent that he had been working, yet
again, on his lightsaber, as it is in pieces on the couch next to him.

Amidala quietly stands before him, and smiles at the youthful contented
look on his face. Behind her, Sabe and Rabe exchange knowing looks.

INT. ALDERAAN PALACE - QUEEN'S APARTMENTS

Reaching out a hand, Padme gently caresses his sleeping face. She is
now out of her Queen's finery and dressed as a handmaiden. Her long
hair flows loose down her back - only two small braids tie her hair back
from her face. Encouraged by the inadvertent smile at her caress, she
bends down. With very careful deliberation, she kneels and, touching
him nowhere else, begins to gently kiss his lips. Pulling back only
slightly and getting no initial response, she quickly deepens the kiss,
very passionately stroking his lips with her own. Eyes still closed, he
begins to kiss her back. Their breathing becomes rapid. Her hands
move up his chest, provoking a quick deep moan from Anakin. With a
sudden fervent passion, he grabs the back of her thighs and pulls her
up onto him, whispering her name. It is her turn to moan approval.

Grabbing her by the shoulders, he suddenly pulls her away.

ANAKIN: No, Your Highness.

He quickly stands up and moves across the room. He grabs onto a
chairback with both hands and takes a deep breath, trying to get control
of himself.

Still on her knees, Padme takes a deep breath as she shakingly moves
a stray lock from her face. Looking at him in utter frustration, she stands
and walks right up to face him.

PADME: So I am Queen again?.. Anakin, I know you desire me. Why are
you doing this?

Anakin cannot look at her. Breathing heavily, he vehemently shakes his
head.

ANAKIN: I will not take what I have no right to take.

PADME: No right?... (exasperated) How can you think you have no right
to me?.. to-to share emotions that you know I eagerly return?

Anakin cringes at the pleading in her voice. It is obviously tormenting
him to stay away from her. He closes his eyes in frustration.

ANAKIN: You know why.

PADME: (angry) No. I want you to tell me.

He finally looks at her, letting her see how desperately this is hurting
him as well. He smiles in self derision.

ANAKIN: I haven't been avoiding you because I was a slave and you're
a queen Padme... What I wouldn't give for it to still be that simple.

PADME: (confused) Then why?..

ANAKIN: I'm a Jedi apprentice. The Code forbids it... (gestures between
them) forbids this!

That statement gives her pause. Anakin sighs dejectedly and walks to
the window. It has begun to snow. He turns and looks at her. Padme
is silent for a moment, furiously thinking. Suddenly shy, she looks
everywhere but at the eyes that are drilling into hers.

PADME: Even if - even if we made this legitimate?.. even if you were my
consort? (much more quietly) ...my husband?

Anakin lets out an anguished laugh, then simply stares at her for a
moment. He speaks as though stating an obvious.

ANAKIN: If I could, do you honestly believe I would propose anything
less?..

Anakin shakes his head as he fights to control his emotions - his
speech becomes almost a whisper in intensity. His eyes are glassy as
he stares at her with a longing he may not entertain.

ANAKIN (cont'd): I love you, Padme. You could be the highest queen or
the lowest slave... and consume me regardless.

Unable to look at his anguish, she lowers her head, overwhelmed by
the emotions she feels. They stand several feet apart. Unable to take
the other's pain a moment longer, the two lovers encircle in each
other's arms and hold on tightly. After a moment, they find themselves
staring out the window into an Alderaan winter storm.

PADME: So what do we do now?

ANAKIN: (sighing) Your priority has always been with your people. I'm
content with that. (smiling) Are we finished here?

PADME: Yes. But... I'm afraid that they have left the planning of this
alliance almost entirely up to me and Senator Mon Mothma.
(bewildered) I'm no military strategist.

Anakin glances down and gives her a knowing look.

PADME (cont'd): (looks sheepish) I fear I shall need your help again.

Her look clearly asks if that is alright. Anakin grins despite himself.

ANAKIN: Wouldn't helping you with this be considered interfering in
sectoral politics?

PADME: Consider it... seeing to my personal protection.

Giving her several exasperated glances, he smirks and rolls his eyes
at his own weakness.

ANAKIN: Very well... but I know how Obi Wan would consider it if he ever
found out.

PADME: Well let's just see that he doesn't find out.

ANAKIN: (sighs) Let's go home.

END OF ACT V

ACT VI

INT. CORUSCANT - CHANCELLOR PALPATINE'S OFFICES

Sei Taria, Palpatine's head administrative aide, enters the Chancellor's
grand office and bows before him.

SEI TARIA: How may I serve you, Chancellor?

PALPATINE: I've received information of an illegal sectoral alliance.

SEI TARIA: What kind of alliance, Sir?

PALPATINE: A military alliance... between at least sixteen politically
prominent sovereignties. It was formed in response to the Senate's lack
of action to their plead for a stronger military defense.

SEI TARIA: (disdain) Yet another sign of the Senate's worthlessness. If
I may ask, who were the instigators of this alliance?

PALPATINE: Mon Mothma, Bail Organa of Alderaan, Bel Iblis - to name
a few.

SEI TARIA: They are powerful, Chancellor. Not so easily intimidated.

PALPATINE: Not all involved are so. It is the smaller systems
participating in this illegal pact that should be made an example of.

SEI TARIA: I will send a garrison immediately, Your Honor. Who are
the weaker consorters?

PALPATINE: There is one - Amidala of Naboo.

Sei Taria stands incredulously for a moment.

PALPATINE: Do you have a problem Taria?

Palpatine's face is mild. He is all the more chilling for his utter lack of
concern. He smiles quietly to his aide.

SEI TARIA: No, Your Honor.

Palpatine stands with decisiveness.

PALPATINE: Good... We will make an example of Queen Amidala. That
she is the ruler of my home planet provides her no advantage.

SEI TARIA: But... do we have proof of her complicity?

PALPATINE: Do not concern yourself with that... For now it's more
important that you are aware of what is happening. I will handle the
rest... Do I make myself clear?

Sei Taria swallows and bows slightly.

SEI TARIA: Always, Your Honor.

Palpatine walks over to the immense transparent windows.

PALPATINE: Tell me, my friend, what is the most powerful thing in the
Universe?

SEI TARIA: The Force, Chancellor?

Palpatine smiles slightly and shakes his head. He never scowls, yet
she begins to look very nervous.

PALPATINE: Fear.

EXT. SPACE (FX)

The Royal Cruiser heads toward the planet Naboo.

INT. PALACE - MAIN AUDIENCE CHAMBER - ENTRANCE
HALL

Queen Amidala and her handmaidens, followed closely by Anakin, round
the corner to the public wing of the palace. At the end of the hallway -
where the throne room and entrance to the queen's offices are located -
can be seen her advisory council, several dignitaries and the ever-
present lobbyists milling about. Padme, seeing the large crowd waiting
for her, stops and lets out an exhausted sigh. Anakin walks up beside
her and looks horrified at the throng waiting to hound her once she is
back in her official regalia.

ANAKIN: (rhetorically) Don't you ever get day off?

Padme slowly looks up at him - and begins to smile.

PADME: Sabe.

SABE: Yes, Your Highness.

PADME: Stand in for a few days.

SABE: (smiling) Yes, Your Highness.

With that, Padme bows to her best friend, then blithely turns around and
walks in the other direction. Sabe, already decoyed in the royal regalia,
stands more prominently in the hall. Without a hitch, the other
handmaidens turn their attention to Sabe. The dignitaries spot the fake
queen immediately and begin to approach.

SABE: Here come the preying vipers. You best run, Sir, else they'll eat
you as well...

Anakin, staring a bit dumbfounded, snaps to attention and, with a double
take, see that Padme has almost disappeared down the long hallway.
With a quick bow and grin at Sabe, Anakin takes off at a run after the
retreating true queen.

EXT. THE AMIDALA HOME - DAY

An attractive middle-aged woman is sitting on her knees in the grass,
quietly working. With various young bulbs and seedlings all around her,
she is busily planting herb in a neatly rowed vegetable garden.

A modestly sized farmhouse with a large back porch sits behind her. To
her right is a small barn. A man can be seen moving about in the barn,
apparently very busy at something. To her left is an expansive lawn that
gently slopes down the foothill. Flower laden bushes are here and there
and a generous amount of trees shading the lawn from the midday sun.
As intended, the home and its surroundings convey a feeling of
simplicity and romantic charm.

The farm has a commanding view of the hillside and valley below. An
orchard of some kind lay in the middle distance and a small lake and
stream border the orchard on two sides. A small village lay in the heart
of the valley below and majestic mountains are seen edging the entire
horizon, enclosing the peaceful valley and its inhabitants.

A road meanders up from the village to the foothills, eventually ending at
the farmstead. Glancing up from her work, the woman notices a
transport speeder quickly approaching in the far distance. She narrows
her kind brown eyes in the noon glare to get a better look, and smiles
imperceptibly as she makes out the unexpected visitor. While watching
the approaching vehicle, she addresses her husband who is working
away in the barn.

SIMONE: Damon!

DAMON: Busy hon!

SIMONE: (casually) The queen is coming.

DAMON: Oh is she now?.. (lightly reproachful) Well maybe she's finally
bringing me the seed I've been asking her to get for the last two
seasons.

Arms full of various items, the man stops briefly at the barn door, then
continues with whatever he is working on. He's not paying particular
attention to the arriving queen of Naboo.

DAMON (cont'd): She didn't bring that Jar Jar I hope! Klutzy Gungan...

Still watching the speeder, Simone raises a humorous brow at that
statement. She stands up to get a better look at who is with the queen.

SIMONE: A man is with her.

Suddenly, a loud crash is heard in the barn. A moment later Damon
walks out, already squinting to get a look at the speeder. Forgotten in
his hand, he is carrying some kind of large farming trowel.

DAMON: A what?

Now quite rapt at the approaching vehicle, he walks slowly up next to his
wife. He squints down at the transport just as it is approaching the last
bend in the road.

DAMON (cont'd): Who's that boy with her?

Simone suppresses a grin and says nothing. Suddenly Damon frowns
and looks at the farm tool in his hand. He lays a hand on his filthy
coveralls, then cringes. With a slightly panicked look, he turns and
dashes for the house.

DAMON: Be right back.

SIMONE: Damon! She's almost here!

DAMON: (without stopping) I know-I know! I'll be right back! Promise!

Shaking her head in exasperation, Simone starts to walk down to the dirt
road which ends at the front of the lawn. She waits there as the speeder
makes its last turn toward the farm.

INT. SPEEDER - AMIDALA HOME - ROAD

Anakin looks decidedly uncomfortable. In the driver's seat, Padme gives
him a curious look.

PADME: Anakin... is something wrong? You look sick.

ANAKIN: No no, I'm fine.

Giving him a look that is more amused than concerned, Padme shrugs
and focuses back on the road. A few moments pass.

PADME: We're almost there - see?

ANAKIN: (not really seeing) Yeah. You sure this is all right?

PADME: (laughing) Of course! Anakin would you stop worrying? It'll be
fine!

Anakin doesn't look convinced.

EXT. THE AMIDALA HOME - DAY

The speeder pulls up to the front lawn. The woman stands there with
her arms crossed and a somewhat reproachful look on her face. A very
exuberant Padme is just about to hop out of the cab, then stops, makes
a mild expletive, and suddenly reaches over Anakin for the small cargo
compartment next to him. Anakin, a large pack in one hand, rears back
as Padme practically lay in his lap. He glances frantically at the woman
standing patiently a small distance away.

ANAKIN: (side of his mouth) What are you doing?

Using his thigh for leverage, Padme rears back up with a grin, her face
inches from his. She holds a tiny packet up to his face for inspection.

PADME: Can't forget this. (rolls her eyes) He'd kill me.

ANAKIN: What?.. Why?

Having picked up another bundle from the backseat, Padme looks back
at Anakin with another grin. She tucks the tiny packet in his belt, causing
Anakin to jump and cast another furtive glance at the woman standing a
few meters away.

PADME: Here... You give it to him. (derisive) He'll be your best friend.

ANAKIN: (teeth clenched) Padme...

Ignoring him, she jumps from the speeder and walks toward the older
woman. His warning look utterly failing to impress her, he sighs heavily
and jumps lightly out of the cab.

SIMONE: (nonchalant) Just passing through, Your Majesty, or are you
staying for dinner this time?

PADME: (extreme haughtiness) I'll be staying for a few days, Madam.

SIMONE: (raises her eyebrows) Oh good... (nods toward the orchard)
We could use another hand.

With a blinding smile, Padme drops her small baggage and wraps her
arms around Simone. The two women hug each other tightly. Seeing
this, Anakin's smile saddens as he remembers his loss.

PADME: (plaintive) I've missed you so much Mom.

Hearing the break in her daughter's voice, Simone closes her eyes and
holds her even tighter.

SIMONE: (sigh) Oh little one...

Simone gently pulls back and takes a good look at her daughter's face.
She shakes her head in self-righteous anger.

SIMONE (cont'd): Those leeches in Theed should be shot for making
you work so hard...

Quite suddenly, she turns her curious attention to the handsome young
man a few feet away. Smiling politely and obviously nervous, Anakin is
standing patiently with a carryall in one hand.

SIMONE (cont'd): Who's this?

Padme pulls her mother toward Anakin. The delight at being home
again back in place, her smile becomes infectious.

PADME: This is someone you haven't met in quite some time...
remember the little boy who saved us all those years ago?

Simone, a blank at first, opens her mouth in complete surprise.

SIMONE: Anakin Skywalker?

ANAKIN: (smiling) Nice to meet you again, Ma'am.

At his deep-voiced greeting, Simone raises a quick, very knowing,
eyebrow at her daughter.

SIMONE: Well... Anakin, you've a... grown.

ANAKIN: (glances at Padme) Yes Ma'am, that's something your
daughter has noticed quite often of late.

Not expecting that blatantly lurid remark from him, Padme's mouth drops
open. Though not quite apologetic, Anakin does have the grace to shrug
sheepishly at her. Simone, on the other hand, bursts out laughing and
takes Anakin's arm.

SIMONE: Oh, this is going to be fun. Welcome to our home Anakin.
Come. Let's get you two settled.

Casting a baleful look at Anakin as they start toward the house, Padme
quickly turns the conversation away from Anakin's growth.

PADME: Mom, where's Dad?

SIMONE: (sigh, gestures at Anakin) He ran in the house when he saw
you had this one in tow. I don't know what's gotten into...

Just then Damon bursts out of the front door.

DAMON: I'm here! I'm here!

Hair neatly combed, Damon is now dressed in a clean moss green
tunic, dark brown trousers and shiny leather boots. Smiling brightly,
father and daughter embrace each other close. Like she were a child,
he holds her face in both hands and kisses her forehead with generous
fatherly affection.

DAMON: Aw, I've missed you little gem.

PADME: (smile) I've missed you. (grin) Jar Jar sends his regards.

DAMON: (throws up his arms) Ack! Don't speak of that Gungan! The
hydrator's still broken!

Grinning, Padme directs him toward Anakin who is quietly standing to
one side.

PADME: Dad... I'd like you to meet Anakin Skywalker.

Damon looks up at the tall young man and holds out his hand solemnly.
Having been surreptitiously wiping his palms on his pants leg, Anakin
shakes hands with Padme's father, a smile cemented on his face.

DAMON: (sincere) It's an honor to meet you Anakin.

ANAKIN: Not at all, Sir, the honor's mine... uh, you mentioned you had
a broken hydrator?

DAMON: Well... yes, yes I did!

Damon casts a glance at his daughter, who is giving him an injurious
look and vehemently shaking her head behind Anakin's back. Anakin
glances at Padme. Her look is angelic.

ANAKIN: I grew up fixing hydrators. I could take a look at it for you.

DAMON: (beaming) That would be fantastic!.. (looks at Simone) I mean...

He looks at the two women. Wife and daughter look back at him with evil
intent. He places an amiable hand on Anakin's back.

DAMON (cont'd): We'll go over it later.

The group approach the house. Suddenly, Anakin remembers the small
package in his belt. He hands it to Damon.

ANAKIN: Here Sir, I believe this is for you.

DAMON: My noosflower seeds! But how did you?..

ANAKIN: Padme made a special trip.

Simone enters the house, shaking her head in exasperation. Damon
beams at his daughter and places an arm around her.

DAMON: You did that for me?

PADME: You threatened to throw out my bedroom furniture if I didn't.

DAMON: I was only joking!

She gives a long suffering look at Anakin, who grins in return. They enter
the Amidala home.

INT. THE AMIDALA HOME - DINING ROOM - EVENING

The table and dining room is of modest size. The kitchen can be seen
just beyond the dining room. Simone sits at the opposite position from
the kitchen while Anakin sits at one side, facing the window.

Damon enters from the kitchen followed closely by Padme. Both are
carrying items of food. Damon puts a huge plate down and takes a seat
opposite Simone.

DAMON: Now you have to eat a lot of this.

SIMONE: (looks at Anakin) No you don't.

DAMON: I made a ton!

PADME: You always do... here mother.

ANAKIN: That's okay... I tend to eat...

As Anakin speaks, Padme moves to her chair next to Anakin and hands
Simone a bowl. She leans right in front of Anakin, barely touching him
with her long braids, an arm, a thigh. Anakin jumps back like he'd been
bitten, then watches her as she sits back down.

PADME: I'm sorry... you tend to eat?...

ANAKIN: oh. um... (thinking furiously) A ton.

Anakin smiles awkwardly and begins to pay rapt attention to his plate.
Padme looks positively guiltless. Simone casts a censored look at
Anakin and her daughter, then smiles to herself. Damon is oblivious.

DAMON: So, about that hydrator...

EXT. THE AMIDALA HOME - BARN - EVENING

A single light magnifier illuminates the work table. The rest of the barn is
dark. Anakin and Damon are in the middle of repairing the hydrator. One
of the hydrator's panels is off and wires and components are sticking
out. On the work table next to it sits what looks to be a medium sized
engine. Tools in each hand, both Anakin and Damon are adjusting the
engine.

ANAKIN: The motivator is flawed in this model... it can't handle anything
but dry desert conditions...

DAMON: (grimace) You mean it can't handle a Gungan with a bucket of
water.

ANAKIN: (laughs) Exactly...

Anakin puts down one tool and picks up a hand wrench.

ANAKIN (cont'd): Okay - you have to do this by hand or you'll strip the
bolt. Hold that there and I'll torque.

With force, Anakin begins to turn a support bolt with a hand wrench.

Just then Padme walks in. She is carrying a light magnifier to see with.
Still turning the wrench, Anakin looks up. Padme has changed clothing.
She's wearing a very innocent looking pale yellow knee length tunic with
a white gossamer underdress.

PADME: (smiling) Mom needs some preserves... know where she
keeps them?

DAMON: (without looking up) On the back shelves - up top.

Anakin watches her intently as he turns the wrench with more and more
force. She heads for the back wall and places the lamp on a low bench
next to several shelves. She stands up on the bench to inspect some
jars and containers. As she does so, the light from the lamp shines
through her dress. Every curve Padme owns is revealed perfectly for
Anakin's inspection.

DAMON: I think that's it...

Anakin doesn't hear him. With jar in hand, Padme lightly jumps back
down and grabs the lamp. Without a second look, she walks out the
door.

DAMON (cont'd): I think you're stripping it off.

ANAKIN: What?! No Sir!

Anakin looks down at the engine and, realizing instantly what Damon
meant, lets go of the wrench. He places his hands on either side of the
engine and closes his eyes with an exasperated sigh. He then looks at
the bolt and grimaces.

ANAKIN: You wouldn't happen to have a composite file would ya?

EXT. THE AMIDALA HOME - ORCHARD - LATE MORNING

Damon is standing on a ladder looking up at a tree. Occasionally, he
grabs a fruit and throws it into a crate next to him. Several trees around
him have small crates, full of fruit, sitting at their trunk. A small distance
from him, Simone is sitting in the grass inspecting various fruits. Padme
is walking up to her mother - rubbing the sleep from her eyes as she
yawns. She looks exhausted. Simone shakes her head at a piece of
fruit she's holding.

SIMONE: Damon, stop picking the sour ones!

DAMON: I like the sour ones!

SIMONE: But no one else does! How do you expect us to sell...

PADME: (yawning) Good morning Mom.

SIMONE: Oh! Good morning hon... you slept late.

PADME: (sighing) I didn't sleep at all.

Not far behind, Anakin is walking wearily toward the orchard. As he
approaches Simone, she looks up and smiles.

SIMONE: Good morning Anakin.

If possible, he looks more haggard than Padme. The couple definitely
look quite miserable.

ANAKIN: Good morning Ma'am.

SIMONE: (cheerfully) Didn't sleep too well either huh?

Anakin glances at Padme and gives a lukewarm smile to Simone.

ANAKIN: I slept some.

SIMONE: The guest bedroom hasn't been used in some time.
The bed was probably hard as a rock.

Anakin merely clears his throat.

DAMON: Hey you two! How bout giving me hand with these crates?

SIMONE: Yes please? Before he kills himself?

Anakin and Padme enter the orchard. Anakin is casting wary and
somewhat angry glances at her. Padme has the nerve to look innocent.

PADME: What?

Anakin just shakes his head and snatches up a basket.

ANAKIN: Nothing.

He picks up another basket and single-handedly places it on his
shoulder. They walk up to Damon, who busy filling a crate at the top
of the ladder. Damon looks furtively over at his wife and grimaces.

DAMON: Here Padme, take this crate to your mother.

PADME: Lemme guess... these aren't sour.

DAMON: So I like em sour.

Padme shakes her head knowingly and climbs up the ladder to grab the
small crate. Just then a gust of wind hits them and her dress plasters to
one leg while the other side flutters up. Yet again, Anakin gets an eyefull.
With a frown, he immediately heads for Simone. Working her way back
down the ladder, Padme watches him angrily march off. With a confused
frown she stops and looks up at the ladder, thinking. Another gust of
wind hits her. A devilish grin appears as she understands what just
happened.

Having had quite enough, Anakin drops the basket down abruptly and
angrily stalks off toward the lake. Following closely behind him is Padme
and Damon. Padme smiles quietly to herself and sets down her basket.
She then sighs and dusts off her hands.

PADME: Excuse me Mom - Dad.

She then strolls off in Anakin's direction. Damon looks dumbfounded for
a moment.

DAMON: Simone, what was that all about?

Simone doesn't even bother to look up from her sorting.

SIMONE: Foreplay hon.. remember?

Simone glances at him provocatively. Seeing that, Damon thinks for a
moment, then suddenly get a lascivious grin as he looks at his wife.

DAMON: Oh yeah.

EXT. THE AMIDALA HOME - LAKE - LATE MORNING

Anakin kneels down at the side of the small lake and splashes water in
his face. Taking a deep cleansing breath, he sits there on his haunches
for a moment, lost in thought. He doesn't at first sense Padme's quiet
approach behind him. Suddenly, he jerks around - too quickly.

Before either can react, Anakin finds himself sitting, almost chest deep,
in the lake. Completely soaked, Anakin sits there for a moment. He then
removes his lightsaber from his belt and, turning it over, watches water
stream out from the business end. Mortified, he looks up through
lowered brows and sees that Padme is desperately trying not to laugh.

PADME: ah... I didn't mean to... I'm sorry.

Scowling, Anakin looks straight ahead and nods, as though
acknowledging the fact that this is probably the most embarrassing
moment he's ever experienced. He hears Padme let out a small laugh,
no longer able to contain her merriment.

Having had enough for one day, he stands up slowly, knee deep in the
lake. With great deliberation, he looks at her. Seeing the look on his face,
Padme diplomatically and valiantly attempts to control her merriment
and become a bit more earnest in her placating.

PADME: You're lightsaber... isn't permanently damaged?... (holds up
her hands) I said I was sorry!

Anakin gives her a most insincere smile as he takes a step toward her.
She takes a step back. Instantly, Anakin is up on the bank, looking down
at her. Suddenly intimidated, Padme turns to retreat - too late. Grabbing
her about the waist, Anakin picks her up. He holds her over one shoulder
like a sack of grain.

PADME: Anakin! Put me down!

ANAKIN: Sure.

With an devious smile, Anakin heaves Padme into the lake. With a
resounding slash, she is completely submerged. Letting out a gasp of
shock, Padme emerges, waist deep. She furiously swipes away the
soaking wet hair covering her face. Finally flinging it over her head, she
gives Anakin a look of pure loathing. He merely continues with his
angelic expression and bows slightly.

ANAKIN: Apology accepted, Your Highness.

With another deep cleansing breath, Anakin turns and walks back
toward the farm house in the distance.

ANAKIN: I feel better.

His smile widens at Padme growling orders behind him.

PADME: Anakin! Get back here!

Anakin blissfully ignores her.

INT. THE AMIDALA HOME - KITCHEN - LATE MORNING

Damon and Simone Amidala are in the kitchen, placing some of the
days harvest on the table. Suddenly, Anakin bursts in the back kitchen
door, boots sloshing.

ANAKIN: (smiles) Hello, Ma'am - Sir.

With a bewildered look and a nod, Padme's mother and father watch as
Anakin blithely walks into the hallway, headed toward his guestroom.

A moment later, Padme storms in the room, completely soaked.

DAMON: (confused) So you two decided to go swimming?

Padme spares one withering glance at her father and addresses her
mother.

PADME: Which way did he go?

Simone points. Both parents watch their daughter, the ruler of Naboo,
hitch up her dripping clothes and stalk out the room. Quiet for a moment,
both parents stare at each other, then promptly burst into laughter.

INT. THE AMIDALA HOME - ANAKIN'S ROOM - LATE
MORNING

Looking quite comical, Anakin is hopping around on one foot as he tries
to remove his other soggy boot. With a suction sound, the boot comes off
just as Padme flings the door open. As she pauses at the door, Anakin
stands there immobile with one foot raised and one sodden boot
gripped in both hands. Padme's face is frozen in the last emotion she
was feeling - fury. She stands there for a moment longer, then quickly
recovers her composure. Recovering as well, Anakin puts his foot down
and grins proudly at his handiwork.

ANAKIN: You look like a wet womprat.

Padme does her best Amidala.

PADME: Apologize!

Anakin thinks about it, or makes the attempt to. He smiles brightly.

ANAKIN: No.

PADME: You falling in the water wasn't my fault!

Padme, who had gotten in his face in her anger, begins to back up as
he yells over her.

ANAKIN: But sneakin up on me was! Then there was the speeder... the
barn... and climbing that tree... oh and let's not forget the ever popular
bend over maneuver!

PADME: What!?

ANAKIN: Don't act all surprised, Your Highness! You have enjoyed
provoking me long enough!

At that last word, Anakin points his water-logged boot at her, flinging
muddy water in her face in the process. Shutting her eyes in reflex,
Padme calmly raises one hand to swipe away the droplets from her
eye. Anakin cringes. For a moment, they merely look at one another,
not moving. Then suddenly, both burst out laughing.

PADME: You should see yourself.

ANAKIN: Me? You smell, Your Highness.

In mock shock, she shoves at his chest. With a grin he grabs her arms
and pulls her to him. At the contact, they sober instantly. Padme clutches
his loosened vest with both fists as he gently wipes away the last of the
streaks from her cheek. He becomes lightly self-mocking.

ANAKIN: Why do I hesitate over what my heart decided for me long ago?
What am I afraid of?

PADME: (shrugging) That you can't choose one path without losing the
other? Anakin, I won't deny the decision you make will bring profound
changes. (impish smile) Just don't condemn me for trying to... advance
my cause?

Anakin grins at that confession.

ANAKIN: I promise I won't... as long as you promise never to stop trying
to advance it.

Padme's smile widens. Anakin sighs in pleasure as he looks down at
her. Her gaze becomes questioning. Then, with no uncertainty, Anakin
moves one arm down her back and pulls her closer. His other hand
gently raises her chin. With eyes smiling and taunting, he tilts his head
and slowly lowers his lips to hers. Impatient to close the last fraction of
space, Padme clutches his shirt front and raises up to meet him. The
touch is so arousing, their reaction is obvious. Moving his hand to the
back of her neck, Anakin tilts her head and deepens the kiss. With
enthusiasm, Padme reciprocates in kind, pulling herself higher and
closer into him. This is not a kiss meant to gratify their desire for one
another, but to feed it. Fervent action says without words there is no
going back this time. In one yank, she pulls out his tunic.

They fail to hear the knock.

With a thud, his belt drops to the floor.

The knock becomes insistent.

INT. THE AMIDALA HOME - HALLWAY

Sabe is standing close to the door. She casts a quick glance down the
hall at Simone Amidala. Padme's mother is worriedly clutching her
dress. Sabe knocks harder on the door.

SABE: Your Highness?

INT. THE AMIDALA HOME - ANAKIN'S GUESTROOM

Padme breaks the kiss. Trying to find composure, they cling to one
another, eyes tightly closed to the intruding outside. Padme moves, but
Anakin clasps even tighter. His look is desperate as he stares at the
closed door.

ANAKIN: No. Don't open it. Please.

Brows drawn together at his almost fearful reaction, Padme's look is
clearly questioning. He looks down and sees her alarm. Anakin lets go
of her, as if ashamed of his reaction. He walks over to the window, facing
away from the door. Sparing him one last look of concern, Padme opens
the door.

SABE: Please forgive me for disturbing you...

Sabe then notices that both her queen and Anakin are wet and filthy.

SABE (cont'd): Your Highness?

PADME: (impatient) Sabe, something must have happened to bring you
out here. What's wrong?

Sabe hesitates and glances at Anakin.

SABE: Obi Wan Kenobi is here. He has said nothing, but I know
something's wrong. He's demanding to see Anakin.

Quietly thanking Sabe, Padme closes the door and faces a suddenly
despondent Anakin. She walks hesitantly up to him. He refuses to turn
around. His face is harsh - he stands as though made of stone. Padme
is uncertain.

PADME: Anakin?...

Anakin's face is full of dread as he turns to face her.

END OF ACT VI

ACT VII

EXT. THEED - PALACE - AFTERNOON

The waterfalls of Theed sparkle in the midafternoon sun.

INT. THEED PALACE - HALLWAY - AFTERNOON

The cloaked figure of Obi Wan Kenobi walks quietly down the empty hall.
The two guards at the Queen's chamber door salute at attention. One
opens the door for the Jedi Master.

INT. THEED PALACE - THE THRONE ANTECHAMBER -
AFTERNOON

As she is often wont to do when in turmoil, Amidala stares out the palace
widow. Obi Wan quietly approaches her and stops. He says nothing.

AMIDALA: You have come to take him. Haven't you.

OBI WAN: I have no choice, Your Highness. Thousands of Jedi are dead.

AMIDALA: What has that to do with Anakin? What difference can one
man make in this madness?

OBI WAN: You know very well, Your Highness. Anakin is special. He
must be allowed to complete his training. As long as he stays here,
he is vulnerable.

AMIDALA: (looks at Obi Wan) Is that meant to assure me Obi Wan?
To compensate for my loss? Believe me, it does not.

Her pain was quite evident.

OBI WAN: You cannot shelter him from his destiny forever... no more
than he can protect you from yours.

AMIDALA: (almost a whisper) You cannot force him to go.

OBI WAN: I won't have to, Your Highness. Anakin is aware of his duty.

Acknowledging the truth of the statement, Amidala's rigid stance sinks.
She slowly closes her eyes. Obi Wan bows and turns to leave.

AMIDALA: Obi Wan?..

Obi Wan looks at her. It is clear he is not happy with the pain he is
causing his friends.

AMIDALA (cont'd): Watch over him.

OBI WAN: (smiles sadly) With my life, Your Highness.

Obi Wan exits.

INT. THEED PALACE - GUEST APARTMENTS - DUSK

Anakin is staring out the window at nothing. Behind him the door opens.
Obi Wan enters and stops. At first, he says nothing to his apprentice,
gauging the young man's mood. That Anakin is not happy to see him is
obvious. Anakin hesitates to turn and face his Master. Obi Wan smiles
gently at his best friend.

OBI WAN: I told you you'd have no wish to see me.

Across the room, Anakin turns away again. With the look of a concerned
father, Obi Wan quietly exits. Almost imperceptibly, Anakin hangs his
head in resignation.

ANAKIN: I'm such a fool.

INT. THEED PALACE - AMIDALA'S ROYAL APARTMENTS -
DUSK

Anakin enters the room quietly. He sees Padme staring out the large bay
window. She is pensive. Anakin silently closes the chamber door and
then moves to stand before her. She does not acknowledge him, nor
does she turn around.

ANAKIN: (quietly) I must leave, Padme.

PADME: I see.

Anakin sighs, not encouraged.

ANAKIN: A dark insurgence has been discovered on Nurius III. The
council has called for the Jedi in this sector to investigate it - contain it
if necessary...

No response.

ANAKIN (cont'd): Perhaps now we may find out who is behind this
conflict.

PADME: Perhaps.

A moment passes.

ANAKIN: I do not think I will be gone long.

Silence.

ANAKIN (cont'd): Padme... look at me.

Padme refuses to turn around. She is silent an agonizing moment
longer.

PADME: Tell me the truth Anakin...

When Padme turns to Anakin, her face is cold and terribly tormented.

PADME (cont'd): Tell me why you are really leaving.

Anakin hesitates. She continues to stare him down.

ANAKIN: (sadly resigned) Obi Wan believes my feelings for you has
compromised my training.

PADME: Compromised your training?

ANAKIN: Jedi see strong emotion as an impediment to control. That is
why it is against the Code. That is why I must go... to complete my
training... otherwise I am a danger to you, to everyone.

PADME: That's Obi Wan talking... What do you want Anakin?

Anakin looks earnestly at her. It is clear that he is still struggling with this
decision.

ANAKIN: It's not that simple and you know it. I can't put my desires before
my duty anymore than you can. Padme, I must become a Jedi.

Padme stares at him, her face breaking with pain. She walks quietly up
to him. Anakin swallows, his face bleak. He sees the tears in her eyes
she refuses to let fall.

PADME: You may lie to yourself, but cannot lie to me. They would not
have you control your emotions Anakin. They would have you deny them.
In doing so, you deny us, deny me... deny all that we are to one another.

Anakin stares at her, just as tormented. He shakes his head.

ANAKIN: I'm sorry.

They continue to stare at one another. Finally she turns and exits to her
apartments, leaving Anakin standing alone.

INT. THEED - CENTRAL HANGAR - DUSK

R2-D2 and Anakin are standing next to his X-wing. Anakin is giving it
one last look.

ANAKIN: This is one helluva fighter. Take care of it for me R2.

R2 beeps forelornly. Anakin pats R2's silver dome as he walks toward
Obi Wan. He keeps looking at the hangar entrance. With a sigh, he
shrugs at Obi Wan.

ANAKIN: I'm ready Master.

Anakin is leaving. He walks beside Obi Wan. Both men are quiet, deep
in their own thoughts, as they approach the small transport that will take
them to Nurius III, to battle.

Suddenly, Anakin stops.

PADME: Anakin?

As Anakin turns around, he sees that Padme had run up to the hangar
entrance. The few deck officers and flight techs in the hangar realize the
queen is in their presence and uncertainly stand at attention. The queen,
however, takes no notice - she looks solely at Anakin. Obi Wan says
nothing, just continues on to the transport.

The two slowly approach one another. Now that she is in front of him,
she hesitates, slightly embarrassed. Anakin's face is a harsh mask, so
hard is he trying to hold his emotions.

PADME: I... wanted to give you something.

Raising a fist, she opens her hand to reveal the palest ice blue
gemstone. It is raw cut and held in a crude silver clasp.

PADME (cont'd): Father discovered it... it is the purest stone he has ever
seen. He gave it to me when I became queen, for luck.

Padme takes his hand and places the stone into it.

PADME (cont'd): (voice breaking) It will bring you good fortune.

Remembering his words spoken to her all those years ago, he is unable
to keep his feelings in check. Anakin's eyes well. He says nothing, but
he grips her hands as though it were his life line. She makes no attempt
to stop her tears now.

PADME: I love you, Anakin.

Finally hearing those words, Anakin becomes resolute.

ANAKIN: I will come back to you. I promise.

Suddenly, the transport engines fire up. Out of time, he pulls her close
for a very desperate kiss. Lingering, they cling tightly to each other.

ANAKIN (cont'd): I promise.

Quickly, he lets go and turns for the transport.

Standing alone on the hangar deck, Padme watches the spacecraft take
off into the gold evening light.

INT. CORUSCANT - CHANCELLOR'S PRIVATE BALCONY

Chancellor Palpatine stares out over the city. Behind him a door slides
open. The dark cloaked Sith apprentice approaches and kneels.
Palpatine doesn't even turn around.

DARTH OMEN: What is thy bidding, my Master?

PALPATINE: It is time to face the Jedi once more.

DARTH OMEN: I am ready. They will be destroyed.

PALPATINE: Of that I have no doubt, my friend. Return to Nurius III. I have
allowed the Jedi to think they have traced my army there. They will quickly
discover you instead... and no doubt send that one who defeated my last
apprentice.

DARTH OMEN: Luck will not be with Kenobi this time Master.

PALPATINE: Kenobi does not interest me - kill him by all means. Though
leave his apprentice, Skywalker. Confront him, but do not kill him. I wish
to know the extent of his power.

DARTH OMEN: Yes, My Master.

Darth OMEN bows reverently and exits. Palpatine smiles slightly.

PALPATINE: What do you think?

Aurra Sing emerges from her hiding place in the shadows.

AURRA SING: I think one will die.

PALPATINE: (smiling) Which one?

AURRA SING: Which do you want dead?

INT. TRANSPORT - TRAVELING IN HYPERSPACE (FX)

Anakin is in the co-pilot seat furiously working on his lightsaber. He is
carefully placing the gem Padme gave him into the hollow of the handle.

OBI WAN: How did you find a suitable crystal so quickly?

Anakin glances up at Obi Wan and smiles ironically.

ANAKIN: More like it found me Master.

With that enigmatic response, Anakin goes back to completing his
lightsaber.

EXT. SPACE - JEDI RENDEVOUX POINT (FX)

Obi Wan's Transport comes out of hyperspace and approaches a large
Republic cruiser.

INT. REPUBLIC CRUISER - HANGAR

Obi Wan and Anakin exit their transport and walk toward Mace Windu
who is approaching them. Other than their transport, the hangar is
strangely empty of ships and personnel.

Obi Wan and Anakin bow their greeting. Windu and Anakin exchange
looks - Windu's is speculative, Anakin's is respectful.

MACE WINDU: Master Yoda is expecting you.

Obi Wan nods. Mace Windu leads them as they head toward the interior
hangar door.

ANAKIN: (surprised) Master Yoda is here?

OBI WAN: Didn't you sense his presence?

ANAKIN: (shaking his head) No. I didn't.

Obi Wan grunts in slight surprise, but makes no comment. Windu casts
a covert glance back at Anakin.

INT. REPUBLIC CRUISER - CONTROL ROOM

The control room is empty save for Mace Windu, Obi Wan Kenobi, Anakin
Skywalker and Master Yoda. Yoda addresses Obi Wan and Anakin.

YODA: A Republic division for you there is not.

OBI WAN: No troops? But then how?...

WINDU: It's a trap.

OBI WAN: But what about the dark insurgence you spoke of?

Yoda and Windu exchange cautious looks.

WINDU: You and your apprentice will go alone.

OBI WAN: No contingent?

Mace Windu shakes his head. Obi Wan is appalled. Windu casts a
glance at Anakin, who is as indignant as his Master.

YODA: A great number of minds I have not sensed... only a great
darkness - a Sith there is, for you Obi Wan.

Obi Wan is immediately sobered. He casts a sideways glance at his
apprentice. Anakin is rapt at this news.

OBI WAN: And since I killed a Sith I am the most qualified.

Windu and Yoda say nothing.

OBI WAN (cont'd): What about this illusive dark army? If it isn't here...

YODA: Related are they to the Sith. Seeing one shall reveal the other.

WINDU: Confronting this Sith will lead us to his army.

OBI WAN: Are you certain?

YODA: Revealed to me by the force it was, Master Kenobi.

Hearing this, Obi Wan and Anakin exchange looks.

INT. THEED PALACE - ROYAL OFFICES - BALCONY
WALKWAY

Eirtae walks alone down the hallway to the queen's private offices. Her
head swivels constantly about. She looks covertly about once more and,
seeing no one, quietly enters the small hidden door from the hallway.

In the distance, a woman quietly walks out from behind a large pillar to
stand in the middle of the hallway. Sabe stares where Eirtae had been.
Her gaze is dangerous. Suddenly, she stalks away in the other direction.

INT. THEED PALACE - ROYAL OFFICES - BALCONY
WALKWAY

A balcony stretches the entire length of the Palace Royal Offices like an
exterior hallway. From this balcony the queen and her various advisors
may freely move from office to office without interruption from lobbyists
and the boisterous politicking that usually occurs in the main hall. The
queen's main office and private antechamber occupy one end of the
balcony and is located underneath her private sleeping chambers. The
immense balcony is vacant. The waterfall can be heard in the distance.
The scene is beautiful and idyllic.

As Eirtae calmly enters the balcony from the queen's private office, she
finds herself face to face with Rabe, Sabe, and the Queen. As she looks
carefully at each, their somber faces tell Eirtae they know her secret.
Eirtae doesn't even try to lie. Her serene face changes abruptly to pure
hatred and disdain. Sabe stares at Eirtae with contempt, obviously not
surprised. The Queen and Rabe, however, cannot hide their sense of
betrayal. Eirtae stares defiantly at the Queen. There are several beats
before Padme can speak.

PADME: Why Eirtae?

EIRTAE: Why? (snort) Do you honestly believe a poor little farmgirl like
you could be elected Queen on her own? - on merit? (laugh) How naive
you are. (patronizing) You've outlived your usefulness Padme... and
must be removed now. Just as King Verona was before you.

Swallowing, Padme cannot quite hide her fearful reaction to this
revelation and says nothing in reply. Eirtae's agitation, on the other hand,
increases as she realizes her predicament. For at hearing this threat to
their queen, Rabe and Sabe's demeanor change dramatically. Casting
furtive looks about, Eirtae takes a step back as the other two
handmaidens surround her.

RABE: Removed by whom?

EIRTAE: (addressing Sabe) Don't look so smug at your discovery, Sabe,
you imbecile. I've been getting away with this for years.

SABE: Who is he.

Eirtae smirks and looks away from her with a smugness.

SABE: Who is he!

EIRTAE: (smile) The greatest power in the universe.

As Sabe takes a threatening step toward her, the Queen quickly raises
her hand.

PADME: No.

EXT. NURIUS III - DESOLATE ROCKY PLAIN - NIGHT (FX)

The small dark transport lands several miles from the dark looming
facility.

EXT. NURIUS III - DESOLATE ROCKY PLAIN - TRANSPORT

Obi Wan and Anakin exit the small military transport. They are wearing
special environment suits in the thin cold air of the inhospitable planet.
Everything is black and gray. No life exists here - only rock. They crouch
behind a large outcropping as they investigate the entrance to the giant
citadel.

Looking like a natural part of the landscape, the structure has no
discernible front entrance. The only curvilinear objects are multiple
circular rotund vents situated at regular intervals along the huge
building's roughened foundation. Large serrated metal blades extend
from the holes like giant multi-layered teeth.

OBI WAN: There's the ventilation shafts... Their security measures
seem light.

ANAKIN: (sardonic) Are you sure we'll be able to enter through the front
door undetected?

OBI WAN: Does it matter?

ANAKIN: (sighs) I suppose not.

Obi Wan spares a glance at his now reticent apprentice. Anakin's face
is suddenly troubled. His mind is obviously elsewhere.

OBI WAN: Keep your center here Padawan.

Anakin glances up at Obi Wan, looking somewhat repentant.

ANAKIN: Yes, Master.

INT. SITH FORTRESS - VENTILATION SHAFT - DAY (FX)

Anakin and Obi Wan have entered the fortress. Still in their
environmental suits, they stand at the other end of one of the giant vents.
The vent is one of many, forming a gigantic honeycomb. A breeze moans
mournfully as they stare out at a huge chasm. Looking down, it appears
to stop several hundred meters below. Above them is another few
hundred meters. They are in the middle of the facility.

About ten meters in front of them is a giant inner building. The inner
building is also an imposing design, but much more technologically
advanced than the outer hull. It is completely cylindrical in shape. By its
curve, the building is also several hundred meters around. About five
meters below them can be seen a faint ledge on the giant cylinder. Just
above the ledge are the round latticed covered vents more familiar to
modern buildings. Obi Wan removes his helmet and takes a deep
breath.

The two Jedi glance at one another and begin to remove their
environmental suits.

INT. SITH FORTRESS - VENTILATION SHAFT - DAY (FX)

Now clothed as Jedi, Obi Wan and Anakin are making their way along
the ledge. Obi Wan takes out his lightsaber and blows the vent cover off.
The two enter the inner compound.

INT. SITH FORTRESS - PASSAGEWAY - DAY (FX)

They enter a long dark gray hallway. Eerily, there are no doors or
entrances of any kind, just the occasional vent opening. The hallway
eventually disappears, following the immense curvature of the building
itself. A strong constant breeze buffets the two Jedi.

Obi Wan nods down one gray stone hallway and looks silently at Anakin.

Anakin and Obi Wan head off in different directions.

INT. THEED PALACE - ROYAL OFFICES - BALCONY
WALKWAY

Padme stares intently at Eirtae. The handmaiden has cornered herself
against the end of the walkway and the balcony railing. Padme takes a
hesitant step toward her. Eirtae takes a step back, standing only a few
steps from the low balcony railing. Padme stops her approach instantly.
It is quite clear that Eirtae is psychotic in her fanaticism.

PADME: Eirtae...

EIRTAE: (crazed and loud) Your reign here is over, you presumptuous
upstart. Even now his army is coming to liberate us from your inferior
leadership.

Padme freezes at hearing those words.

PADME: An army is coming here...

EIRTAE: Naboo will command real power.

Padme has a horrific realization.

PADME: The army that has been attacking the outer rim?

EIRTAE: Of course, you fool!... and you can do nothing to stop it.

It is clear that this news is devastating. With a tremor in her voice,
Padme shakes her head.

PADME: Do you honestly believe this army will stop their attack once I
am removed?

Eirtae glances over the balcony. She looks back at Padme in confusion
and shakes her head as though to clear the fog from her mind.

EIRTAE: My Master will see that nothing ever threatens our purity again.

PADME: This army has butchered every system it's encountered! You
know this. Eirtae...

Padme can no longer hide the abject fear and despair from her voice.
Eirtae shakes her head with every pleading word uttered, as though
fighting them.

PADME (cont'd): ...they will destroy Naboo!

EIRTAE: No!

Eirtae's transformation is remarkable. She has lost complete control. It
is quickly apparent the extent of her conditioning is total. The logic of their
grave situation is warring with the unnatural hold Sidious has over her.
Tears flow from her eyes, yet her smile is radiant.

EIRTAE (cont'd): You don't understand... but you will... all of you will.

Eirtae suddenly glances over her shoulder, over the balcony. She looks
at Padme and smiles fatalisticly.

EIRTAE (cont'd): It is useless to resist.

Padme realizes Eirtae's intent and rushes forward.

PADME: Eirtae! No!..

She cannot get to her in time. Turning suddenly with an eager crazed
smile, Eirtae takes a few steps and dives headfirst over the low balcony
railing. Leaning over the railing, Padme watches her friend plummet to
the rocks below.

The three women are frozen in shocked silence. Clutching the balcony's
railing, Padme stares at the floor, away from the gruesome scene.
Several moments pass as everyone begins to comprehend what just
occurred... and the horrific ramifications it entails.

INT. SITH FORTRESS - RESEARCH FACILITY - HALLWAY

Obi Wan comes to a intersection. He stops. These are more empty
halls. It seems a huge network of ventilation chambers and shafts.
Choosing to remain on the main path, he continues forward at a Jedi
pace.

Coming to the end of the hallway, he finally encounters a thick heavy
blast door. Hitting the controller, the door opens slowly. The room
beyond is gigantic and completely dark. Here and there are seen dimly
lit control terminals. Looking up, he can see the faint glow of warning
lights situated in a barely discernible pattern some three hundred
meters above him. A faint breeze buffets him.

Scowling, Obi Wan ignites his saber.

Standing at the other end of the huge chamber, the black cloaked figure
of the Sith is outlined by the light of a control terminal. She looks at the
cautiously approaching Jedi, smiles peacefully, and exits. The door
slams shut behind her. She hits a switch on an outside control terminal.

In the middle of the immense room, Obi Wan stops suddenly - his eyes
squint to see in the blackness.

Without warning, a loud boom is heard, like the sound of two gigantic
pieces of stone crashing together. A thin blindingly bright light suddenly
cracks through a single line running a hundred meters down the center
of the room. Very quickly, the bright line of light becomes wider. Obi Wan
looks around in alarm as his escape exit closes quickly behind him. He
is trapped. And a deep chasm is opening up beneath him.

Abruptly, the sound of giant turbines erupts in the chamber. Looking up
again, he sees that the warning lights have become brighter and begin
to oscilate. They start to blink faster and faster. Standing next to the ever
widening chasm, Obi Wan begins to feel a sharp hot breeze come from
below. Squinting upward, his eyes suddenly widen in alarm. On closer
inspection, he realizes the lights are not blinking - something is moving
in front of them. As the light from below brings them into sharp focus,
Obi Wan see the huge vacuum fans.

He counts six fans in all - three hundred meters up. Each one is thirty
feet in diameter and crowns the end of a jagged rocky conduit that
begins only about forty meters above the chamber. In no time at all the
wind in the tunnel has become as forceful as a hurricane. Yet the wind
seems to increase.

Now that the room has become more illuminated, Obi Wan realizes the
extent of his trouble. There are no doors except the two heavy blast doors
on either side of the room. The floor opens faster and faster. There is
only a few meters left.

Making a quick decision, Obi Wan jumps into the chasm, but
immediately realizes his mistake. There are even more fans at the
bottom of the chasm. Falling down only a few meters, he begins to slow,
stops for an instant, and then begins to move upward. He is going to be
sucked into one of the fans above.

Faster and faster he moves, seeming to fall upward. As he gets sucked
into a side conduit, he extends his body. The movement causes him to
hit the side of the conduit violently and bounce to the other side.
Desperately he grabs at the rocky side of the gigantic tube. With a jerk,
he stops suddenly. His hands find purchase on one small rocky ledge.

In great pain, torn and bloodied, Obi Wan hangs upside down in a
mammoth coolant chamber.

INT. THEED PALACE - ROYAL OFFICES - AFTERNOON

Amidala takes a few slow deliberate steps then stops in the middle of
the room, looking at nothing. The queen is thinking furiously about what
to do next, trying to regain composure. She lays a hand on the cool
marble wall next to her.

Finally, Amidala straightens and looks quickly at Rabe. Shaking slightly
from shock, Rabe stares back. Not looking directly at her, the queen
calmly commands the handmaiden.

AMIDALA: Open a holographic communiqu� to Alderaan. Insist upon
direct communication with Prince Bail Organa.

Rabe simply stares at the Queen, giving no indication that she even
heard Amidala's command. Amidala jerks her eyes sharply to Rabe.

AMIDALA: NOW!

Rabe jumps at the surprising anger in the Queen's voice. She bows and
hurriedly attends to the command, exiting through the antechamber door.

Standing silently in the middle of the room, the queen stares out at the
balcony that took her friend. She is getting back control, assuming
command. Shock and grief is already turning into resolute anger.

SABE: Who is this Sidious?.. what did he do to her?

AMIDALA: I don't know.

Having had the time to prepare for this occurrence, Sabe recovers more
quickly from her shock and is now pacing the antechamber. She stops.

SABE: She was obviously convinced an attack is imminent. Should we
believe her?

AMIDALA: Can we afford to take the risk and not?

Sabe says nothing in reply. The queen takes a deep breath. It is time to
command. Amidala starts to pace around Sabe as she snaps orders.

AMIDALA: First, get me the Captain. I want a squadron of fighters to
establish a standard watch perimeter.

SABE: (nodding) No doubt this army will try to sneak into the system.

Realizing something, Amidala stops.

AMIDALA: Find me Corus Tak.

SABE: The slave leader? Good idea... those slaves would make great
mercenaries.

AMIDALA: (warning) If they fight, they will do so of their own free will.

Sabe nods somewhat sheepishly. Amidala looks at her knowingly.
Then the queen sighs heavily with dread.

AMIDALA (cont'd): I will confer with Chancellor Palpatine.

SABE: (incredulous) Palpatine?... You know he'll do nothing.

AMIDALA: We must keep up the pretense of protocol.

SABE: But he cares only for his own ambition!

AMIDALA: When the Senate sees that we were given no choice but to
rely on our own resources, they may relent on the notion of a military
alliance.

SABE: But this alliance is untried...

AMIDALA: It has to be instituted at some point.

SABE: Do you think Alderaan will help us this soon?

The queen casts a worried glance out over the city of Theed.

AMIDALA: I don't even know if they can get here in time.

INT. SITH FORTRESS - RESEARCH FACILITY - HALLWAY

Anakin is cautiously making his way down the long forbidding passage.
He is clearly pushing his force sense to its fullest. He grips his
lightsaber in one hand. In the middle of the hall he pauses. A look of
dread enters his face. He stares at the door he was lead to.

ANAKIN: I have a very bad feeling about this.

He looks at the control door pad. Placing his hands on it, it suddenly
opens. He cautiously enters.

INT. SITH FORTRESS - RESEARCH FACILITY - CONTROL
ROOM

He cautiously enters the room. No one is there. Anakin slowly walks up
to the viewing window. His eyes widen in shock.

Before him is a room at least two hundred meters long. Looking up and
down along each side of the chamber, he counts ten levels. On each
level sits row upon row of three meter high pill shaped niches. Each
niche contains a glass cylinder half a meter in diameter and two and
a half meters in length. Innumerable tubes and wires are attached to
each glass tube.

All the tubes are empty. There are thousands of them.

At the bottom and center of the large chamber is a second control and
monitoring area.

Anakin suddenly scowls with intensity.

In the middle of the floor control center stands the Sith. As he watches,
the Sith slowly removes her concealing cloak. Underneath, dressed in
fitted black, is a beautiful female. Seeing her, Anakin's mouth opens
slightly in surprise. Only thirty meters away, he clearly sees her taunting
smile. He grips his lightsaber tightly.

Scowling grimly, he runs from the room.

INT. SITH FORTRESS - RESEARCH FACILITY - CLONE
CHAMBER

The Sith stands in the center of the immense cloning room, arms
crossed and waiting for Anakin Skywalker. Row upon row of now empty
pods line the entire length of the room.

The huge doors slide open and Anakin strolls in, apparently completely
at ease with himself. His lightsaber is now hanging from his belt. He
looks around at the immense room in curiosity.

DARTH OMEN: (provocatively) Skywalker.

Anakin finally directs his nonchalant gaze at the beautiful woman in dark
gray and black. Without words, Anakin taunts the Sith, pointing to his
own chest as if to say "who me?" then cringes, puts up his hands, and
shakes his head in disgust. Furious, Omen ignites her red lightsaber.

Anakin then begins to approach his opponent, an unconcerned looks on
his face. His eyes, however, reveal his extreme caution. He still has not
touched the new lightsaber hanging from his belt.

ANAKIN: You know Madam... fighting me probably isn't a good idea.
You see...

Anakin's demeanor completely changes about three meters from the
Sith. Instantly at the ready, Anakin raises his lightsaber and ignites it.
The saber emerges a brilliant ice blue, almost white in its intensity.
His look becomes lethal.

ANAKIN: I've had a streak of good fortune.

With a fierce growl the two combatants viciously clash swords.

INT. SITH FORTRESS - COOLANT CHAMBER

Obi Wan is still suspended upside-down by the violent winds howling
through the shaft. He is using all his strength to keep from being pulled
from the sides of the rocky cavern.

Obi Wan closes his eyes tightly. In his mind, we see what Obi Wan
sees - the main control panel outside the base of the main ventilation
assembly. Suddenly a blue flashing light turns red. The huge fans at the
exit of the ventilation shaft rapidly slow down. The vacuum dies down.
Obi Wan, no longer suspended, suddenly falls back down the shaft.
The main room is several hundred feet below.

In a flash, he ignites his saber and plunges it into the side of the vent
shaft. With a jerk it slows his fall. At the end of the shaft he shuts the
saber off and falls the last forty meters to the rapidly closing chamber
floor. Landing lightly, he runs to the blast door and plunges his sword
into it.

INT. NURIUS III - SPICE MINE - CLONE CHAMBER - NIGHT

Anakin and the Sith apprentice Darth Omen fight with terrible ferocity up
and down the clone chamber. Anakin looks as if he is almost enjoying
the fight. In one quick maneuver, Darth Omen disarms Anakin - his ice
blue lightsaber flies across the room. Flipping backward as Omen tries
to cut him down, Anakin then force leaps thirty feet up to the fourth tier of
clone pods and calls his lightsaber. With a growl he vaults, lightsaber
pointing downward to impale Darth Omen from above. Darth Omen
leaps back just in time. Anakin's sword impales the granite-hard ground
almost to the hilt. Darth Omen makes a leaping slash as Anakin jerks
his sword from the ground to block the bright red sword. Sparks of tiny
lighting shoot from the contact.

INT. THEED PALACE - ROYAL OFFICE ANTECHAMBER

Amidala, dressed in her concealing regalia, is standing before a private
viewscreen addressing the Alderaan Prince Bail Organa.

ORGANA: We anticipated this, Your Majesty. Your planet is closest to
the outer rim.

AMIDALA: And the most vulnerable.

ORGANA: (eyes narrowing) Frankly I find it suspicious that your planet
was targeted so soon.

The Queen turns her eyes downward, acknowledging his suspicions.

AMIDALA: Your insights are correct, Your Highness. This attack is not
random... A spy was in my council.

He then becomes thoughtful.

ORGANA: A spy associated with this phantom army? Interesting...

At her disheartened look, Organa merely smiles kindly.

ORGANA (cont'd): I appreciate your honesty, Your Majesty. It's a credit
to your leadership that you've had only one spy to contend with.

The queen says nothing. Organa sighs, deep in thought.

ORGANA (cont'd): So you're to be made an example of... We all knew
this alliance would not remain a secret for long. I am heartily sick of
doing nothing as everything falls around us. This is our chance to force
this misbegotten militia out into the open.

In empathy, Amidala manages a somber smile.

AMIDALA: So you will help us?

ORGANA: (nodding) We'll send you a garrison and fighter squadron from
Telon Er - that's our raw materials colony. They should get to you in time.

AMIDALA: What about Corellia? They have a substantial mining colony
in the Carbanti system - they are closest.

ORGANA: (smiling) Ofcourse, one of Corellia's outerrim posts was
attacked recently. They should be eager to help. I'll contact Senator
Iblis... Meanwhile, I suggest you ready your people.

AMIDALA: We are. Thank you, Your Highness. (bowing) My people and
I are deeply in your debt.

ORGANA: (smiles gravely) May the force be with you.

Amidala turns off the communications link. She is thoughtful for a
moment. She looks very weary, burdened with sudden loss of
innocence. From the door behind her, Jar Jar Binks enters with
hesitation, looking behind him and all around. As usual, he senses
something is terribly wrong. His ears are lying flat down his back in
anxious submission.

JAR JAR: (quietly, bowing) Yousa callin mesa, Youa Highness?

AMIDALA: (sad smile) Our negotiations with your Boss Nass couldn't
have come at a better time I'm afraid.

JAR JAR: (fatalistically) Oh No... Naboo get pasted agan?

Amidala nods sadly. Jar Jar heaves a great gloomy sigh.

JAR JAR (cont'd): Why donts dem udder beins let us alone? Wesa doin
nuttin ta no bodies!

AMIDALA: I wish I knew Jar Jar... Can the Gungan army ready quickly?

Jar Jar looks at Amidala and grins despite his fear. He bravely and
gently touches her shoulder, speaking with surprising pride.

JAR JAR: Yousa no worries - mesa seein to dat.

The queen smiles warmly and gently places her hand on Jar Jar's vest.

AMIDALA: What would I do without you, my friend?

JAR JAR: (raises his hands) Mi don know.

Not letting him see even the slightest break in her expression, Amidala
turns away from the gentle Gungan as he moves to exit. Sensing her
pain, Jar Jar looks back at her. His eyes sadden. He stands hesitantly
at the door then takes a cautious step back into the room.

JAR JAR: Dat Jedi, he come an tak Annie away agan, eh?

Not facing him, the queen nods. Jar Jar makes a clicking tsk tsk sound.

JAR JAR (cont'd): Da noa right. Da force maxi big, but no so big as wat
you two got, mesa tinkin. (resolute) Yousa call him, Youa Highness.
Yousa call Annie bek hoom.

AMIDALA: (whisper) I wish I could.

JAR JAR: Yousa can!

AMIDALA: I don't know where he is Jar Jar!

Hearing her despair, Jar Jar moves in front of the queen. He lays a hand
over his heart and speaks to her gently.

JAR JAR: Bat Annie knows da place you are. Yousa call him wit dis...
and hesa gana hear you loud as tunder from da sky.

Amidala looks down, not denying his words but obviously not believing
them either. Jar Jar gives her a compassionate smile and quietly exits.
Finally, her face breaks in absolute fear and despair.

AMIDALA: (whisper) Anakin...

INT. SITH FORTRESS - CLONING CHAMBER - NIGHT

The two combatants maneuver up and down the massive black room.
Countering and parrying so quickly, the red and blue sabers are a
complete blur. The only sound is their swords clashing. Bathed in sweat
and becoming exhausted, both are now intent on ending the other.

With a giant force leap, Anakin separates from his opponent, trying to get
a better angle of attack. The Sith stares at him intently - an intense hatred
emanates from her. Just as he is about to renew his assault on his
heavily gasping foe, Anakin freezes - his mind seized with a vision.
A look of complete horror passes over him.

ANAKIN: (whispers) Padme?

Seeing her opportunity, the Sith doesn't hesitate. She swiftly strikes an
arching blow. Anakin sees it coming, but doesn't raise his blade quickly
enough. Though blocked by Anakin, the sword still slices into his
exposed left shoulder. The searing pain brings Anakin instantly back to
the task at hand.

With a furious growl, Anakin shoves back the Sith's blade with such force
it causes the Sith to stagger back. Seeing the Sith is off balance for a
split second, Anakin instantly raises his hand and force pushes the Sith
right off her feet. The Sith is flung three meters and falls flat on her back.

Anakin leaps forward, arching his bright blue blade downward.
Anticipating a death blow, the Sith raises her sword to guard her torso.
Instead, Anakin arches his sword in the opposite direction. In a flash, the
Sith's red blade is sent hurtling through the air - her severed hand still
gripping the pommel. Anakin, furious, stands over the defenseless Sith
apprentice, pinning her to the ground.

Clutching her amputated arm to her chest, the Sith stares hatefully up at
Anakin. Standing over her, Anakin is cautious, sword at the ready. He
hesitates. With a grimace, he realizes he cannot kill her. Unexpectedly,
the Sith starts to grin a most beautiful evil grin. Anakin scowls in
confusion. The Sith then cackles outright. Anakin is on guard - staring
at her intently.

DARTH OMEN: You're too late, Boy.

Anakin scowls even deeper... making the Sith laugh even louder.

DARTH OMEN (cont'd): You cannot save her!

Anakin stares down at the Sith in sudden horrified comprehension.
He staggers back from the grinning insane woman.

ANAKIN: No...

INT. SITH FORTRESS - RESEARCH FACILITY - CONTROL
ROOM

Obi Wan enters the main control room. Slowly, as he looks over the
room, he walks up to the main observation window. A look of shock
comes over him as he looks out the window. He arrives just in time
to see Anakin turn his back on a Sith.

With a blindingly swift circular motion, Obi Wan cuts through the clear
observation window and smashes through it into the cloning chamber
below.

INT. SITH FORTRESS - CLONING CHAMBER - NIGHT

Without a thought to his safety, Anakin dashes for the exit. Seeing her
opportunity, the Sith calls her sword to her as Obi Wan plunges into the
room. Just as she is about to hurl her sword at the retreating man, she
stops, eyes wide. A blue sword has impaled itself through the Sith's
neck. She falls forward, dead.

Obi Wan stands at the back wall, still heaving from his exertion. He
doesn't spare a glance at the dead opponent. Calling his sword, he
rushes forward after Anakin.

From the observation window, a dark cloaked figure now appears.
It watches the scene below.

On closer inspection, the cloaked figure's face is just discernible.
Looking down at the remnants of the Jedi battle, this is a face of
remarkable beauty - a perfect woman.

She smiles as she looks at the dead Sith who's face is just like her own.
The Sith's lightsaber suddenly flies through the air and lands smoothly
in the smiling woman's hand.

She calmly exits.

EXT. SITH FORTRESS - NIGHT (FX)

Anakin runs toward the transport in the distance, his Jedi abilities
making his movements a blur as he emmerges from the ventilation
shaft.

A few moments later, Obi Wan emerges from the exit, in close pursuit.

EXT. NURIUS III - DESOLATE ROCKY PLAIN - TRANSPORT

Anakin runs to the transport. His face is determined.

OBI WAN: Anakin! Halt!

Anakin ignores him. Before Obi Wan can get to him, Anakin has entered
the transport and fired the start up sequence. As he takes off, Obi Wan
stops and catches his breath. He then takes out his comlink.

OBI WAN: Anakin, what are you doing!

INT. TRANSPORT - COCKPIT

ANAKIN: There's no time! I must get to her!

EXT. NURIUS III - DESOLATE ROCKY PLAIN

Hearing this, Obi Wan thinks for a moment and hits his comlink.

OBI WAN: Windu, can you hear me?

WINDU (V.O.) : What has happened.

OBI WAN: It seems my apprentice has stolen our transport. I know
where he is going. I need another ship.

INT. REPUBLIC CRUISER - CONTROL ROOM

WINDU: No need. The Sith is destroyed?

OBI WAN (V.O.): Yes. Another apprentice I'm afraid.

WINDU: We will send another transport for you and your men.

OBI WAN: Master Windu, I'm not sure how, but I think Anakin knows
where this army is located.

Windu looks over at Yoda. They exchange ominous looks.

WINDU: We will take the cruiser.

END OF ACT VII

ACT VIII

INT. THEED - CENTRAL HANGAR - DAY

Panaka, Boss Nass, Corellian Commander Alec Corran, and Alderaan
Colonel Heim Jarl are all standing next to the entrance to the hangar's
tactical chamber.

The huge hangar is buzzing with activity. Several squadrons of Alderaan
fighters are crammed in with the two Naboo squadrons. A hodgepodge

of Naboo deck officers and personnel, foreign pilots and crews, and
several kinds of uniformed soldiers fill every available space. Everyone
is hurrying about. The air is anxious.

Amidala, Rabe, Sabe, C-3P0, and Jar Jar enter the hangar. Anakin's X-
Wing is parked conspicuously in the middle of traditional Republic and
Naboo fighters. In awe of the state-of-the-art machine, several foreign
pilots are curiously inspecting the experimental spacecraft.

FIRST PILOT: I heard this thing'll do point six past light speed.

SECOND PILOT: Heh, you're full of it.

FIRST PILOT: Well the Naboo say it belongs to Anakin Skywalker...

SECOND PILOT: Skywalker? (incredulous) He's here?

The queen passes them, trying not to notice. Panaka sees her and
approaches.

PANAKA: The last of the foreign regiments have assembled. We have
them garrisoned in the valley.

AMIDALA: How are our odds this time Captain?

PANAKA: (cautious) We are quite organized. Compared to last time,
Your Highness, we should do well.

AMIDALA: Ever the pessimist... Boss Nass, what an honor and comfort
it is to see you here.

BOSS NASS: (looking around) Ach!, a gran awmee ez stretchin ova
Naboo. Metinks wesa giv tem bombad greets dis round...

AMIDALA: Indeed.

PANAKA: This is Corellian Commander Alec Corran and Alderaan
Colonel Heim Jarl.

AMIDALA: (bowing slightly, sincere) We are most grateful for your
extreme haste.

The two warriors bow their greetings politely to Amidala as the group
moves to the tactical chamber.

COMMANDER CORRAN: Frankly, Your Highness, we have waited years
to engage this damnably illusive militia.

COLONEL JARL: We'd like this matter settled here and now. Too much
is at stake.

AMIDALA: You mean too much is threatened by the Senate's inaction.

The Alderaan Colonel and Corellian Commander say nothing, but their
expression show their agreement with the queen.

PANAKA: Shall we begin?

They enter the tactical room.

INT. THEED - CENTRAL HANGAR - TACTICAL ROOM

PANAKA: We just received a report from one of our reconnaissance
fighters. They detected a massive distortion in hyperspace. The attack
is imminent.

Panaka goes to a terminal. In the middle of a large metallic table, a
hologram of the galaxy appears. Several areas have been mapped to
delineate specific areas of Republic influence - inner core, middle core,
outer core, and outer rim.

PANAKA: Based on what intelligence information is available, we have
established two advantages against their attack.

Randomly placed points of light near the outer core and outer rim begin
to appear and oscillate.

PANAKA (cont'd): Up until now, these bandits have targeted mostly
defenseless Republic outposts and colonies.

Panaka takes a device in his hand and makes a circle around the areas
within the 3D galaxy that have been attacked - these areas encompass
the glowing points of light.

COMMANDER CORRAN: It's believed they have done so because they
fear any substantial military opposition.

AMIDALA: That is our hope Commander. They won't expect your army.

COLONEL JARL: And the second advantage?

AMIDALA: Naboo is mostly swamp and water. There are very few areas
of solid land to fight upon.

PANAKA: (directed at Colonel Jarl) With your starfighters and infantry
shielding Theed, they'll be forced upon the grasslands... where the rest
of our forces will be waiting for them. (looks at Boss Nass) Have your
generals received their orders, Your Honor?

BOSS NASS: Desa in place.

PANAKA: (addressing Corran) The Gungan Army will be covering our
left flank while your army protects the right. We'll be concentrating all
fire power from our first line of defense directly in front...

A siren suddenly sounds throughout the hangar base. Alarmed,
everyone in the room stands. Panaka gets a call on his communicator.

PANAKA: Panaka.

BLUE SEVEN (V.O.): (garbled) This is Blue Seven, Lieutenant Uzent,
reporting Sir. The enemy fleet has entered quadrant 427, vector 180 -
repeat - enemy fleet has entered quadrant 427, vector 180.

Amidala looks down somberly as she listens - at last relinquishing
the thought that she might be wrong and this might not be happening.
Panaka looks at her grimly.

PANAKA: Copy lieutenant. Transmit reconnaissance data to the fighter
group and field commanders then return to your squadron for the main
assault.

Panaka puts away his comlink. He sighs heavily.

PANAKA (cont'd): They're here and heading straight for the planet. All
the field commanders have assembled. How soon can your fighters
be ready, Colonel?

COLONEL JARL: They are waiting on my command.

EXT. THEED - PALACE HANGAR

Personnel, already rushing to their posts, stop and listen to their
commander.

PANAKA (V.O): The enemy has entered the system. Repeat, the enemy
has entered the system.

EXT. NABOO GRASS PLAINS - CORELLIAN BATTLE
GROUP - DAY (FX)

A rugged Corellian field officer, listening to his comlink, shuts it off and
begins howling orders to his troops.

FIELD CAPTAIN: Platoon leaders! Assemble! NOW!

Panning back, there is company after company of Corellian infantry and
artillery batteries assembling on one long grass plain. They all quickly
begin to organize. The edge of Theed is seen over the hill in the
distance.

EXT. NABOO GRASS PLAINS - GUNGAN BATTLE GROUP -
DAY (FX)

A Gungan soldier crests a low hill and gives a signal to the familiar
Gungan army massing in the valley below. Panning around, it is seen
that a large contingency of former slaves, headed by Corus Tak, has
joined the ranks of the warrior Gungans.

EXT. THEED - MAIN THEED HANGAR (FX)

Alderaan fighters begin taking off from the hangar.

EXT. SPACE - NABOO SYSTEM (FX)

A squadron of mysterious fighters, followed close behind by a massive
transport cruiser, approaches the lush blue planet of Naboo. Waiting for
them are two entire squadrons of Naboo N1 starfighters. The N1s take
the offensive.

INT. NABOO FIGHTER - COCKPIT - SPACE

BRAVO LEADER: This is bravo leader. Epsilon pattern on my mark.
Gold Flight, take the cruiser.

GOLD LEADER: Copy that.

BRAVO LEADER: All other flights attack those fighters with everything you
got. Do whatever it takes, just keep them from entering the planet!

Like a swarm of angry rival bees the two groups approach each other.

BRAVO LEADER: MARK!

As the two groups come in range they begin firing a barrage of laser fire.
Just at they are about to collide, the Naboo fighters split in four different
directions, causing the enemy fighters to break formation in pursuit. A
flight of N1s come from behind and fly right toward the main cruiser
unimpeded.

GOLD LEADER: All right Gold Flight, let's bag us a biggun.

GOLD FOUR: I'm detecting three, I repeat, three ion cannon!

GOLD LEADER: Copy Gold Four. Concentrate fire power on the larger
batteries. They may try and bombard the city.

The fighters converge on the huge dark cruiser.

EXT. SPACE - NABOO SYSTEM (FX)

A dozen smaller enemy vessels accompanied with only a small fighter
escort exit from hyperspace and make their way toward the planet. They
are on the other side of the planet from the main assault.

EXT. NABOO - NABOO WOODLAND - DAY (FX)

The transport vessels silently descend over the flat swampy forests of
Naboo and begin moving rapidly low to the ground. The flight of enemy
fighters head off in the other direction.

EXT. NABOO VILLAGE - DAY (FX)

The tranquil scene in the peaceful valley below is suddenly marred by
the approach of six enemy fighters.

EXT. THE AMIDALA HOME - DAY

A worker droid is hauling a large load of fruit from the orchard toward the
barn. Following behind, Simone is carrying a basket. Hearing the hum of
the approaching ships, she looks up and raises a hand to shield her
eyes from the sun. Her face becomes alarmed.

SIMONE: DAMON!?

Not far away in the barn, Damon Amidala emerges and, seeing the look
on his wife's face, quickly approaches her. He looks in the direction of
her gaze.

The enemy wing of fighters had already begun a bomb assault on the
valley below. Two fighters break formation and head for the prominent
farm on the foothill above. Before anything can be done, the dreadful
ships are on top of them.

Frozen in horror, they watch the fighters approach. The couple then look
at one another.

The basket of fruit drops to the ground.

INT. THEED - CENTRAL HANGAR - TACTICAL ROOM

A Naboo communications officer runs across the hangar and into the
main tactical room. Panaka is surrounded by several other officers as
he is rapidly giving commands.

COMM OFFICER: Sir!

Panaka looks up. The soldier runs up and hands the Captain a datapad,
saluting absently in his rush.

COMM OFFICER: A Lieutenant Doron of the Alderaan squadron has
been trying to contact you... Their recon spotted a fleet of enemy troop
transports entering the other side of the planet!

PANAKA: (alarmed) Our communications are working. Why wasn't he
able to contact us immediately?...

COMM OFFICER: He wasn't sure, Sir. His communication resumed as
he approached the city.

PANAKA: They must be using some type of sensory damping device.
Looks like that battle frigate was a decoy. Damn!

Frustrated, Panaka thinks furiously, but can arrive at only one decision.

PANAKA (cont'd): Order the Alderaan fighters not to engage the enemy.

SECOND OFFICER: (alarmed) But what about the villages? We weren't
able to evacuate them all in time!

COMM OFFICER: (nodding) Reconnaissance indicates they are attacking
the countryside.

PANAKA: They're attempting to draw us out, to break our line. (shakes
his head) There's nothing we can do... We must protect Theed.
(grim) I'll inform the queen.

COMM OFFICER: (quietly) She's already been informed Sir.

Panaka looks at the officer and scowls. He sighs hugely and closes his
eyes.

PANAKA: Damn.

EXT. THEED PALACE - THRONE ROOM - DAY

Panaka enters the throne room. Seeing the queen, he heaves a great
sigh. His face is saddened.

Amidala stares out the window at the army clearly visible on the grassy
plains below the palace. Two Alderaan fighters pass close by. In her
face is a quiet fury. With angry jerking movements, she is strapping on
a thin armored vest. She is dressed all in black - ready for battle. She
is alone.

PANAKA: I'm sorry for your loss, Your Highness. But you're not going
with us - not this time.

Amidala turns and for the first time lets Panaka see how furious she is.
Her look and voice have never been so cold.

AMIDALA: I brought this on my people, Captain. I belong out there.

Panaka is taken aback. He tries to reason with her.

PANAKA: You are our sovereign. You must stay here...

AMIDALA: (incredulous) Do you honestly believe I could hide behind
these walls while our soldiers sacrifice their lives below?

PANAKA: Those soldiers need to know you are safe.

AMIDALA: I should think they are more concerned with keeping their
families safe.

Panaka flinches at her blatant self condemnation.

PANAKA: How could you have known... You cannot blame yourself...

Amidala pins him with all her rage and pain.

AMIDALA: (quietly) Who then?

PANAKA: (sighs sadly) I'm not going to win this time am I?

AMIDALA: I'm afraid not Captain.

PANAKA: Very well... there's a speeder waiting to take us to the field.

AMIDALA: I will meet you there momentarily.

At the curt dismissal, the Captain turns and walks down the hall. With a
sigh, the queen turns and faces the window again. As she fights the
urge to be overwhelmed, her face breaks in pain for an instant. Balling
her hands into fists, she closes her eyes tightly.

PADME: (whispers) Anakin...

EXT. THEED - DAY (FX)

An Alderaan fighter wing circles over Theed, looking for any enemy
ships.

EXT. THEED - CITY SQUARE - DAY (FX)

A platoon of Alderaan soldiers march into one of the city squares. A few
Naboo citizens watch in apprehension - a woman grabs her child and
quickly pulls him away. The leader of the small infantry group halts and
they move to stand guard.

Two patrolling Alderaan fighters pass low overhead.

The entire Alderaan company takes up its defense within and around
the city creating the last lines of defense.

EXT. NABOO GRASS PLAINS - DAY (FX)

The major bulk of the ground based fighting force is now comprised of a
hodge podge of factions and has situated its defense on the lee of the
cliffs of Theed.

The now more substantial Naboo infantry and volunteer militia are
situated directly in-between the advancing army and the city of Theed.

The ex-Tatooine slaves and the Gungan Grand Army are positioned on
the left flank of the Naboo force. The slaves have happily taken up the
Gungan weaponry, mixing in with the Gungans surprisingly well.

Correllian shock troops have arrived just in time from the Carbanti colony
and take a right flank offensive stance out on the Naboo grasslands.

The army numbers several thousand.

EXT. NABOO GRASS PLAINS - NABOO BATTLE GROUP -
DAY (FX)

In the valley, a unit of approximately one thousand Naboo soldiers are
situated in a staggered line. Amidala and Panaka are placed in the
middle. As they stand at the ready on one hillface, they watch the
mysterious soldiers approach from the distance. Captain Panaka
observes the coming army through binoculars. For a moment Amidala
looks slightly apprehensive, then becomes very determined.

PANAKA: Here they come. (into the comlink) Ready the troops.

Suddenly, all the soldiers deliberately step and pace themselves from
each other. They all hit their wrist guards. A semi-dome shaped shield -
resembling the Gungan shields - suddenly appears in front and partially
around each soldier. The shield is frameless and remains in front of the
soldiers torso despite movement. They raise their weapons at the ready.

The enemy soldiers come in range. They begin a barrage of laser fire.

EXT. SPACE - NABOO SYSTEM (FX)

The giant dark starcruiser is orbiting the planet Naboo. A squadron
Naboo N1 Starfighters are seen dogfighting with a squadron of enemy
fighters in and around the giant ship.

EXT. SPACE - NABOO SYSTEM (FX)

Anakin's small army transport shoots out of hyperspace and
approaches the planet.

INT. ANAKIN'S ARMY TRANSPORT - COCKPIT (FX)

Anakin looks out the viewport and sees the dogfight taking place around
the giant dark cruiser. A large burst of fire shoots out the side of the
cruiser's engines, foundering it. Anakin's face becomes even more grim.

He heads toward the planet.

EXT. THEED - DAY (FX)

Two Alderaan fighters move to intercept Anakin's ship as he
approaches. One shoots a laser across its bow.

INT. ARMY TRANSPORT - COCKPIT

Anakin is furious.

ANAKIN: Damn it! I told you! I'm Anakin Skywalker. Let me through to the
main hangar!

ALDERAAN PILOT (V.O): Never heard of you.

Frustrated, Anakin takes a deep breath.

ANAKIN: (under his breath) Where have you been buddy.

He glances at the fighter on his port side. He closes his eyes and
speaks calmly into the comlink.

ANAKIN: I'm all right. Let me through.

ALDERAAN PILOT (V.O.): (beat) He's all right. I think we should let him
through.

ANAKIN: Thank you Lieutenant.

EXT. THEED - DAY (FX)

Two Alderaan fighters veer off from the transport as Anakin heads for the
hangar below.

EXT. NABOO GRASS PLAINS - DAY (FX)

Aurra Sing walks calmly up the side of the grassy hill. In the distance can
be heard faint shouts and firing. She cautiously look about her. As she
crests the hill, she begins to crouch, making sure whomever is on the
other side does not see her approach. As she looks over the top, she
sees the battle below. It is the Naboo army. They are fighting a relatively
small unit of enemy soldiers. She smiles slightly then calmly begins to
unpack.

INT. THEED - CENTRAL HANGAR - DAY

Exiting from the transport's ramp, Anakin is running toward the X-Wing
sitting in the middle of the hangar. There are few deck officers and
crewmen working about. Some see Anakin run for the prototype fighter
and pull a fuel line from it.

CREWMAN: Hey!

ANAKIN: It's all right. She's mine. Hey, have you seen a little blue
astromec? I left him here...

CREWMAN: Uhh.. the only one left is hooked up to the communications
link over there.

Anakin looks over and spots R2-D2 linked to a wall terminal. Anakin
whistles sharply. R2 bleeps in surprise. Seeing that it's Anakin, the little
droid pulls loose from the wall and speeds toward him. Anakin has
already started climbing into the X-Wing.

ANAKIN: Come on! (to the crewman) Give me a hand with him... Hurry!
The queen's in trouble!

Hearing that, the crewman yells across the hangar. Three more
crewman rush to help.

EXT. NABOO GRASS PLAINS - CORELLIAN BATTLE
GROUP - DAY

The fighting had already begun on the Corellian flank. Commander Alec
Corran stands at the crest of one hill overlooking the battle with his
second in command. He is looking through his binoculars at the fighting
taking place in the entire valley. He switches his gaze back and forth
between the various flanks. A frown appears. Assessing something, he
looks up at the sky and back at Theed several kilometers behind the
battle. He raises his arm and hits a button on his comlink.

COMMANDER CORRAN: Corran here, Colonel.

COLONEL JARL (V.O.): Copy Commander. Need some help?

COMMANDER CORRAN: No no... my unit is beatin em back quite well...
that's the problem. I have a hunch... could you spare a couple fighters?
I need a little direct air recon.

EXT. THEED - DAY (FX)

Anakin's X-Wing shoots from the hangar and heads for the distant battle
over the plains. In the distance, smoke can be seen rising from the
concentrated battles taking place.

INT. X-WING - COCKPIT

Anakin looks down at his console, then back up through the window.
R2 beeps in alarm.

ANAKIN: I know! I know! All the sensors are dead!

EXT. NABOO GRASS PLAINS - DAY (FX)

Two Alderaan fighters streak high over the battlefield below. Smoke and
the mass of humanoids can be seen clearly from the pilot's vantage
point.

INT. ALDERAAN FIGHTER - COCKPIT

The pilot is looking around the landscape beyond the battlefield. He
starts to approach the swampy area just beyond the grassland. His
eyes widen in surprise.

DELTA FOUR: LaRasa, you seein what I'm seeing?

DELTA FIVER: Yeah! That's not on our scopes!

DELTA FOUR: (grim) This is Delta Four to Commander Corran
copy over.

COMMANDER CORRAN (V.O.): Commander Corran, Over.

DELTA FOUR: (shakes his head) We got a situation here Commander.
The boogie man is holding out on us. I count three, possibly four,
battalions moving to outflank our gracious hosts.

EXT. NABOO GRASS PLAINS - CORELLIAN BATTLE
GROUP - DAY

Hearing the pilot's report, the Commander swears. His second in
command is observing the battle now through binoculars.

COMMANDER CORRAN: I knew it. Captain, we need to move our unit...

CORELLIAN CAPTAIN: (shaking his head) It's too late Sir. They're
almost upon them!

COMMANDER CORRAN: (hits his arm comlink) Commander Corran to
Captain Panaka, Over... (nothing) Corran to Panaka, Over!.. Why the hell
can't they hear us!?.. Send our battalion to their rear flank anyway!
They're done for.

EXT. NABOO GRASS PLAINS - DAY (FX)

The small group with Panaka and the queen are firing their last shots.
One by one, Naboo soldiers stop firing their weapons. As she looks out
over the small valley, Amidala sees that most of her troops are left
standing. Hundreds of white clad enemy soldiers litter the field.
Hundreds of Naboo soldiers start to raise their arms in cheer.

FIELD OFFICER: (to Panaka) Looks like we got em Sir!

PANAKA: (turns his shield off) Not a moment too soon. These shield
cells weren't going to last much longer.

Amidala wipes the sweat and grime from her face and casts a somber
relieved look at Panaka. He smiles back in approval.

A soldier, looking in the distance, suddenly stops smiling - his eyes
widen.

SOLDIER: LOOK! To the north!

Cresting the far hill are more enemy troops. First there are a few
hundred, but they keep coming. In a few moments, there are thousands
of them. Where a moment before they thought themselves victorious,
a look of horror now washes over the faces of the Naboo infantry. The
queen stares in alarm at the coming onslaught.

PANAKA: (to his officer) We must fall back!

FIRST OFFICER: We can't Sir - Look!

On the rise of the low hill behind them approach yet more enemy
soldiers, cutting off their escape. The officer shakes his head in fear.
The Naboo army is outnumbered eight to one.

FIRST OFFICER (cont'd): (whispers) We are done.

PANAKA: It doesn't make any sense! We're nowhere near the city! It's as
though they're trying to... cut us off.

Panaka's eye's widen. He jerks his head toward the queen. She merely
stares back at him, saying nothing, as though she already knows.

PANAKA (cont'd): We must get you out of here! NOW!

Panaka goes to grab her arm, but she jerks it free.

AMIDALA: No, Captain.

The enemy continues to advance. The Naboo officers start barking out
orders to rally the infantry around the queen. Seeing the impotence of
his situation, Panaka becomes almost panicked.

PANAKA: (furious) If you suspected this then why didn't you stay in the
city!?

AMIDALA: If it's me they want they can have me!

PANAKA: Are you crazy! We have to get you out of here!

AMIDALA: It's too late for that!

At that, the queen turns and begins to fire into the enemy forces. Seeing
their queen firing at the enemy, the Naboo forces begin to fire as well.

In the little valley, all hell breaks loose.

INT. X-WING - COCKPIT

Anakin finally gets a good look at what's happening. His mouth drops
open in dread.

ANAKIN: Oh no.

Sensing a movement, he jerks his eyes starboard. It's the two Alderaan
recon fighters.

ANAKIN: Anakin Skywalker to approaching fighters, copy over.

DELTA FOUR: Anakin Skywalker!? That's your fighter?!

Anakin sighs in relief.

ANAKIN: Glad one of you know me. You see the situation pilot?

DELTA FOUR: That's afirm.

ANAKIN: We're going to give them a hand.

DELTA FOUR: No can do. Our squadron has strict orders to protect
the city.

ANAKIN: (angry) You're going to stand by while they get slaughtered?
What the hell are you here for!?

Frustrated, the pilot hesitates for only a moment. He resolutely nods
his head.

DELTA FOUR: Copy that. You copy LaRasa?

DELTA FIVER: (smiles slyly) That's a big copy Delta Four.

Anakin looks determinedly down at the battle.

ANAKIN: Follow me.

The three fighters swoops down to the raging battle below them.

DELTA FOUR: (hits the comlink) Delta Leader, this is Delta Four over...

DELTA LEADER (V.O.): Delta Four, what is your status, over?

DELTA FOUR: Uhh.. under heavy ground fire. Requesting to return fire
and receive backup, over.

DELTA LEADER (V.O.): I see nothing on my sensors Delta Four?

DELTA FOUR: (under his breath) You will...

The three fighters, one by one, begin swooping down on the mass of
enemy troops converging on the tight-knit group of Naboo infantry.

EXT. NABOO GRASS PLAINS - DAY (FX)

The Naboo soldiers are being decimated. The bodies of Naboo and
enemy soldiers alike riddle the battlefield. As the rapidly diminishing
Naboo infantry are fighting desperately in the center, the white clad
enemy soldiers begin to surround them from all directions.

Suddenly from above comes a torrent of fire upon the enemy troops.
Soldiers look up to see a familiar X-Wing and several Alderaan fighters.
Coming from every direction, they reign fire down on the enemy.

PANAKA: Look! That's Skywalker!

Kneeling back to back as they fire at the enemy, Amidala spares a
glance upwards. The X-Wing streaks by so quickly it's barely seen - but
the roar it creates as it passes is deafening. Anakin makes his presence
known by huge explosions and long streaks of fire as whole units of
enemy soldiers are taken out. His aim is precise. Panaka lets out a
whoop.

PANAKA: Damn! I love that boy!

As the enemy soldier begin to duck and hesitate under the onslaught,
the Naboo soldiers rally their defenses closer around the queen. With
half their number cut down, the Naboo are more determined than ever
to protect their sovereign.

INT. X-WING - COCKPIT

Anakin looks down with grim satisfaction at the damage he had wrought.
He sees that more starfighters have entered the ground attack.

ANAKIN: That oughta give em some time. R2, we got enough for one
more pass?

R2 bleeps. Anakin looks down at his console and frowns.

ANAKIN (cont'd): Thought not. Hate to say it R2, but we gotta ditch.
(shakes his head) I've got to get to her.

R2 beeps in alarm. Anakin begins to prepare the landing procedure.
His look is intense.

ANAKIN: I know. I'll handle it. Just find a spot as close as you can all
right?

EXT. NABOO GRASS PLAINS - DAY (FX)

The X-Wing does a roll and heads back to earth at almost a vertical
angle. Swooping low to the ground it approaches the battlefield at a
harrowing speed. Finally, it slows down rapidly and detracts the landing
gear. Landing very roughly, digging its landing flukes into the moist soil,
it finally slides to a halt.

EXT. NABOO GRASS PLAINS - DAY

Without another word to R2, Anakin leaps out of the cockpit and streaks
toward the battle. R2 bleeps to himself.

EXT. NABOO GRASS PLAINS - DAY (FX)

Aurra Sing observes the air attack and ongoing battle with cold regard.
She looks up and narrows her eyes. Deciding this is the right moment,
Aurra Sing lifts her sniper rifle and takes careful aim into the battlefield
below. Spotting her target, Aurra Sing smiles with pleasure.

EXT. NABOO GRASS PLAINS - DAY (FX)

With the fighters putting the battle on more even terms, the Naboo begin
to valiantly hold their own. But as the enemy soldiers decrease in
number, so do the Naboo. Realizing the queen could get shot at any
moment, Panaka pleads with the woman protecting his back.

PANAKA: There's too many of them!

Amidala now has two pistols in hand. Suddenly, a bolt from a laser
cannon hits a soldier right next to her. Shielding her face from the blast,
she quickly whips back around and fires where the shot had originated.
The bodies of her soldiers lie all around. Covered in sweat, dirt and
smoke, she fires with ferocity not believed possible.

AMIDALA: Then it's been nice working with you Captain!

Panaka growls powerfully in frustration and continues to fire.

PANAKA: I've created a monster!

EXT. NABOO GRASS PLAINS - DAY

Aurra Sing frowns. She can't get a bead on her target. Too many soldiers
are protecting the queen. She looks up again at the fighters. There is
starting to be a chance the Naboo queen could actually survive this.
Aurra Sing grimaces and looks back at her target. Her face becomes
deadly.

She pulls the trigger.

EXT. NABOO GRASS PLAINS - DAY

Without warning, a soldier right next to Amidala flies backward. Another
rapidly falls in next to her to take his place, but he also gets shot. He is
hit with such force, he is knocked into the queen. She hits the ground
with the dead man. Seeing that the man's face is half burnt, she quickly
stands and moves away with a look of blank terror. Seeing this, Panaka
instantly recognizes what it is. His eyes fill with horror.

PANAKA: Sniper! GET DOWN!

EXT. NABOO GRASS PLAINS - DAY

Anakin crests the low hill. His lightsaber already ignited, he begins to
attack the enemy - literally cutting his way toward the queen.

At the top of the hill he stops in horror.

He sees the queen standing frozen. As Panaka jumps to her, the
captain is knocked down instantly.

EXT. NABOO GRASS PLAINS - DAY

Falling into her arms, Panaka looks up at her as the life instantly leaves
his body. As he falls dead, his weight brings Amidala to her knees. She
looks up helpless as soldier after soldier falls around her.

The shot comes from behind. Hitting her square in the back, she falls to
the ground. She blinks once, twice, then closes her eyes.

EXT. NABOO GRASS PLAINS - DAY (FX)

Anakin's roar of pain was palpable.

Just as he starts to run in her direction a wave of Alderaan fighters reign
cannon fire on the unit of enemy troops still surrounding Anakin. Anakin
is blown toward the ground.

With white clad enemy troops littering the earth around him, Anakin lay
face down, unmoving. His hands are palm down before him on the soft
grass. One hand suddenly grips the ground...

In the span of a few moments, all laser fire ceases.

Both Naboo and enemy troop alike look around in confusion as they
attempt to fire at the enemy. Corellian soldiers, just approaching to
outflank the enemy, stand impotent looking at their blasters. Even the
Gungan energy balls turn from bright blue to a dead gray. Aurra Sing,
looking very alarmed, starts to ease back the way she came.

An Alderaan fighter about to make another sweep suddenly has sparks
and electricity fry every component in his cockpit.

ALDERAAN PILOT: Hey! What the?!..

No weapon functions.

The battlefields fall silent.

They hear the rumble first.

Like an ominous growl, from deep beneath the ground comes the
deepest resonance more easily felt than heard.

It becomes louder.

The mysterious enemy soldiers, holding up their useless blasters,
look in vain for an enemy that seems to be all around them. The Naboo
soldiers, becoming frightened, hover around their dying queen.

It becomes louder.

Slowly, Anakin Skywalker raises his head from the ground. Blood
weeps like tears from a cut on his brow.

The ground begins to shake in the little valley.

Anakin Skywalker raises himself. Palms still flat on the ground, he
prostrates himself like a praying man. He stares at only one thing.

Amidala...

Three hundred meters away, the Corellian soldiers begins to retreat, first
one, then in whole groups. Everyone becomes unaccountably terrified.

Anakin stares at the still figure surrounded by frightened Naboo troops.
His face suddenly changes. What was calm is now fury.

Fury is made manifest.

Suddenly, the ground explodes. A huge crack forms in front of Anakin
and shoots it's way toward the Naboo. Disappearing before it reaches
them, they look around as the ground begins to shake violently. With a
massive shock that turns the ground to water, a gigantic tremor wave
radiates from the center of the valley. The thunderclap is heard for miles.
Every white clad enemy troop is violently knocked back off their feet.

The Naboo in the center, and the queen with them, are left untouched.

Just as quickly as it comes, it is gone. There is complete silence in the
valley.

Anakin slowly rises to his feet. Still staring intently at the queen, he
walks toward her.

One of the enemy troops stirs and stands up. As Anakin walks by the
soldier, the soldier is suddenly flung several meters. Convulsing
violently on the ground, the horrific sounds coming from the soldier end
abruptly. Blood stains the cloth covering his lower face. He doesn't stir
again.

Suddenly quite terrified of the man coming toward them, the Naboo
soldiers retreat. Anakin pays no attention to them.

Slowly Anakin descends to a kneeling position beside Padme. Lying on
her stomach, he sees that the laser blast had scarred a giant area of her
black flack armor. With the utmost gentleness, he turns her over. He lifts
her dirt and blood stained head and pillows it tenderly upon his thigh.
Beyond anguish, beyond breath, his face is expressionless. The
muscles of his jaw are tightly clenched. Her eyes remain closed, her
body limp and lifeless.

Eyes tightly closed, he gently places a hand over her chest. Bending over
her, he places the other palm over her forehead, and holds her close.

Standing at what they consider a safe distance, the handful of remaining
Naboo soldiers watch in astonishment as a white light suddenly
emerges from the center of the valley. It quickly fades. They look at each
other in bewilderment.

Anakin leans over her, eyes closed in exhaustion. He sits up and turns
his face to the sky, taking deep breaths. He still cradles Padme. He
looks down at her, his face now expressing one single emotion...

Hope.

Suddenly, her eyes stir. Her brow quickly furrows in pain. She takes in a
curt breath and starts to cough violently. She lets out a small cry of pain
into his chest. He sees the blood splattered on his shirt. Anakin winces
and takes a haggard breath.

ANAKIN: Shh... I know. I know it hurts.

Padme's tries to open her eyes. They are already tearing.

PADME: Make it stop.. please...

Anakin's face breaks. Clinching his teeth together so tightly, he can only
get out a ragged whisper.

ANAKIN: I'm sorry. I'm so sorry.

With a sob, he gently picks her up. Walking toward Theed, he carries her
out of the little valley.

END OF ACT VIII

ACT IX

EXT. NABOO GRASS PLAINS - DAY (FX)

An army transport like Anakin's lands in the valley.

EXT. NABOO GRASS PLAINS - DAY

Obi Wan Kenobi and Mace Windu cautiously exit the transport and look
about. They see carnage everywhere. Bodies of Naboo and white
clothed enemy soldiers lie upon one another. In the center of the valley
several Naboo soldiers stand about.

As Windu and Kenobi approach, they notice that the ground in the center
of the valley is scorched. There is a huge crack, some sixty meters long
and tens of meters deep rending the ground. They slowly approach the
wary Naboo soldiers.

OBI WAN: You there... did you witness this?

The soldier only nods. He is apparently still in shock at what just took
place.

MACE WINDU: What happened?

SOLDIER: T-They're dead... all dead.

Windu and Obi Wan look about the valley from the center. The bodies of
the enemy soldiers seem to lie in a strange pattern, as though they were
trees blown down around an explosion.

Kenobi and Windu look at each other grimly. They begin to inspect the
dead.

They turn over or unmask several of the white clothed enemy soldiers.
Pulling off one mask after another, they discover that whole groups and
units are exactly alike - they are clones. They also realize the odd way in
which they were killed... Blood streams from their mouth and nostrils -
their hearts were exploded.

MACE WINDU: This was the result of force ability

OBI WAN: (horrified) Gone very very wrong.

Windu looks ominously at Obi Wan. Obi Wan swallows with dread.

MACE WINDU: I've never seen such power. Investigate here further while
I determine the perimeter of this... (looks around and shakes his head)
devastation.

While Obi Wan begins to inspect the carnage of enemy soldiers within
the valley, Mace Windu disappears over the low hill. After only a few
moments, Obi Wan starts toward the direction Windu had gone.

Windu spots a strange looking body lying on the ground just over the hill.

MACE WINDU: Look at this!

Obi Wan crests the hill and walks toward Windu. Windu is kneeling
over a body.

OBI WAN: Who is it?

Mace Windu rolls the body over. It is Aurra Sing. Eyes lifeless, blood from
her nose stains her entire lower face.

MACE WINDU: A bounty hunter from the looks of her... (looking around)
Nothing lives for several hundred meters surrounding that valley.

OBI WAN: (quietly) The Naboo soldiers saw Anakin carry the queen
away. They say, from the blast she took, she was surely dead.

Mace Windu looks up at Obi Wan. Obi Wan swallows at the very grave
look in Windu's eyes.

MACE WINDU: Where's the queen now Obi Wan?

INT. THEED PALACE - THRONE ROOM

Sabe is furiously pacing in the middle of the room. Rabe, Sache, and
Yane all stand at the window, staring at the distant battle on the
grasslands below. Seeing the stalwart leader of their group so frantic
with worry is doing nothing to ease their minds. They glance at each
other, quite panicked.

RABE: Is it supposed to take this long?

SABE: You know it isn't! (paces again) Something's wrong. I can feel it.
I could throttle Padme for deceiving me! I should be out there with her!

Sabe goes to the window and looks out, lost in thought and paying no
attention to the battle below. At that moment, Sache glances down the
hall. Her face crumbles.

SACHE: (whispered) Your Highness?

All the handmaidens quickly turn around. Anakin - dirty, bloodied, bruised
and alone - is carrying the unconscious queen in his arms. His face is
blank, drained of emotion.

ANAKIN: She needs a med droid.

All the handmaidens rush to him, but it is Sabe, anger instantly forgotten,
who lays a gentle hand on Padme's head.

SABE: I am a healer. Come.

Sabe leads him through the antechamber towards the queen's
apartments.

INT. THEED PALACE - QUEEN'S PRIVATE CHAMBERS

Anakin gently lays Padme on the bed. She is still unconscious. Sabe
stands anxiously behind him with a medkit in hand.

ANAKIN: She is stabilized, but she's suffering some internal damage.
She's in pain.

Sabe nods as she begins to gather the necessary items.

ANAKIN: Is there anything else...

SABE: No, I'll handle it.

Sabe is no-nonsense, but it is clear that she is guilt laden. Feeling no
less guilty, Anakin looks down at Padme once more, then turns to leave.

SABE (cont'd): We may heal her wounds, but her mind? How much can
one person take?...

Anakin stops and stares at Sabe. Still working furiously, she glances up
at Anakin and shakes her head.

SABE (cont'd): There's something you should know... Her parents were
killed.

Anakin immediately glances at Padme.

SABE (cont'd): Yes, she knows.

Anakin's face fills with dread. Sabe glances sadly at her beloved queen
and best friend.

SABE (cont'd): Nothing will be the same after today.

ANAKIN: (quietly) Thank you for telling me Sabe.

With one last look at the still figure on the bed, Anakin exits.

INT. TURRET ROOM - THEED PALACE - DUSK

Anakin stands soberly before Windu, Yoda and Obi Wan Kenobi. The
three Jedi Masters look serious indeed. Not encouraged, Anakin bows
deeply and speaks with head lowered. He is still wearing his dirty and
bloodied clothing.

ANAKIN: I realize I have greatly erred Master. I humbly accept any
punishment you deem appropriate for the grievance I created.

There is silence for a moment. Head still bent down, Anakin closes
his eyes in pain, as if knowing what is about to be said.

OBI WAN: We will never return to Naboo again, Padawan.

Anakin looks at the unyielding faces before him. Even Obi Wan is
resolute. Swallowing, Anakin tries to control his dread.

ANAKIN: C-Can I at least...

YODA: (interrupting) See her again you will not.

Anakin takes that like a physical blow. Yoda narrows his eyes at him,
gauging his reaction. Anakin, clearly pained, is using all his effort not
to defy Yoda outright. Mace Windu is almost tranquil.

WINDU: You know the code. To serve the greater good, the greater
peace, and the greater justice, a Jedi must serve and revere all life, yet
be partial to none. There is no compromise.

Anakin says nothing. He is trying to get control of the inevitable feelings
of anger and resentment. He looks down, in grave thought. Obi Wan
suddenly looks saddened, realizing the enormity of what they are asking
of his apprentice. Mace Windu and Yoda, however, are unrelenting, so
firm is their belief in the Jedi code.

YODA: A choice you must make Skywalker.

INT. THEED PALACE - AMIDALA'S BEDCHAMBER - NIGHT

All is quiet in the late evening. Firelight illuminates the room. Anakin is
kneeling at the edge of the bed. Eyes glassy from unshed tears, he is
gently stroking the hair at Padme's temple as she sleeps. Her eyes
slowly open and soon spots Anakin's smiling face.

PADME: (quietly) You're here.

Smiling, Anakin nods. His brows draw together. His gaze fills with fear
as he looks over her face.

ANAKIN: (whispers) I don't know what I'd do if I lost you.

PADME: (trying to sit up) Those soldiers... who..

ANAKIN: Shh... They are gone. For good.

Padme says nothing to that statement - just stares up at him. She
moves to touch his face. With a feather touch, she caresses his cheek.
She starts to remember the day's events. As Padme begins to
remember her parent's ill fate, her face crumbles.

PADME: Mom ...Dad they... my fault...

ANAKIN: No. No.

Anakin gently lowers his forehead to hers and strokes her face, letting
her cry.

ANAKIN (cont'd): The fault was mine.

Taking several deep breaths to control his own grief, he pulls her even
closer. He speaks defiantly.

ANAKIN (cont'd): I will never leave you again.

EXT. THEED - THEED PALACE

Oblivious to the hardships of the people that dwell there, the morning
dawns clear and bright over Theed.

INT. THEED PALACE - THRONE ROOM - ANTECHAMBER -
MORNING

Within the throne room, Senator Iblis can be seen standing with Prince
Organa of Alderaan, Mace Windu, Obi Wan Kenobi, and Yoda. Alderaan
Colonel Heim Jarl is also there, along with Corellian Commander
Corran, and several other dignitaries. Waiting for Amidala to arrive,
they are all hushed and subdued.

Standing alone in the antechamber is Anakin. Arms crossed and staring
out the window, his look is somber and morose. Dressed severely in
black pants, boots and a dark blue tunic, he is no longer wearing the
earthen clothing of a Jedi.

Entering from the Royal Offices, the queen and her handmaidens, Rabe
and Sabe, approach the throne room. Now in mourning, the queen and
her handmaidens wear black.

Seeing the queen, Anakin's face goes from depressed to angry in a
flash.

ANAKIN: What do you think you are doing? Get back in bed!

The queen waves her handmaidens on into the throne room.

AMIDALA: I must address the Prince and Senator Iblis.

ANAKIN: The Prince?! That conceited wind bag can damn well wait till...

AMIDALA: (interrupting) Their people died saving my planet - risked their
lives for my people's sake and I will pay them proper respect.

Frustrated beyond endurance, Anakin loses his temper. He points
furiously at the people in the other room.

ANAKIN: You don't belong in there! You belong with me!

At that the queen approaches Anakin, pinning him with her direct stare.
It is clear that the last statement Anakin did not intend to let slip, but he
doesn't retract it.

AMIDALA: And what would that entail Anakin?.. what would we do?..
Would you have me resign?.. cease serving my people and go with you?

ANAKIN: Of course not!

AMIDALA: As a Jedi you serve an entire galaxy... you see to the well-
being of billions... At what point could you see to mine? ...and I to yours?

Anakin looks away, his confusion and frustration still very much present.
He exhales wryly and looks at the ceiling in self disgust.

ANAKIN: Obi Wan was right, Your Highness. You have most definitely
compromised my training.

AMIDALA: (smiles sadly) I only intended to compromise your heart.

With that, Amidala turns and enters the throne room. Anakin watches her
for a moment more, takes a deep breath, and determinedly stalks off in
the other direction.

INT. THEED PALACE - PALACE ENTRY HALL

Anakin and Obi Wan walk toward each other. They are completely alone
in the immense hallway. Their steps echo in the quiet. Passionate in his
grief over Padme's loss and near death, Anakin doesn't hesitate as he
angrily confronts his Master.

ANAKIN: I listened to you. I left her defenseless, and went with you.

OBI WAN: To complete your training Anakin. This dark force threatens
the entire galaxy. Your skills are needed...

ANAKIN: I'm needed here. She nearly died!

OBI WAN: You must complete your training!

Anakin's facade is completely broken. All his emotions reign.

ANAKIN: Not if it means leaving her.

OBI WAN: Giving in to your feelings for her will create a vulnerability you
cannot afford!

ANAKIN: (furious) Who are you to decide what I may or may not feel?

OBI WAN: Anakin... would you sacrifice the point of your existence for
just one...?

ANAKIN: (fierce) She is the point of my existence!

Both men stare at one another, neither backing down their convictions.

ANAKIN (cont'd): You don't understand. You never will.

Finally, Anakin shakes his head at Obi Wan.

ANAKIN (cont'd): Damn the Republic. Damn the Jedi... And damn you.

Anakin reaches out his fist to Obi Wan and opens his palm, dropping his
severed Padawan braid onto the floor.

ANAKIN (Cont'd): We are through, Obi Wan... My destiny lies here.

Anakin stares at Obi Wan a moment, then turns and walks down the hall,
away from him, away from the Jedi. Obi Wan is deeply regretful. He picks
up the plate of hair.

OBI WAN: (quietly to himself) It will not last my friend.

INT. CORUSCANT - GALACTIC SENATE BUILDING - DAY
(FX)

A large, distinctive looking domed building stands out amid the cityscape
of Coruscant.

INT. MAIN ROTUNDA - GALACTIC SENATE - DAY

The immense senate chamber is filled to capacity. Chancellor Palpatine
enters the main central box alone. He looks soberly over the thousands
of delegates present. The room quickly falls silent. He does not bother
with diplomacy.

PALPATINE: I made a promise when I was elected Chancellor... to end
the corruption and vulgarity which has pervaded this once noble body.
Sadly, I see you continue to stand idly by while our beloved Republic
falls all around us.

Palpatine pauses in the black silence. His face falls, his demeanor
darkens.

EXT. THEED - FUNERAL TEMPLE - MID-AFTERNOON

For once, the city of Theed is overcast. The rainy season is upon them.

A funeral is taking place.

We hear the Chancellor's voice as we watch the procession.

PALPATINE (V.O.): What do you believe your sectors will do when they
realize you sat here in indolent splendor while system after system is
decimated by these attackers?... (loud, furious) When even the
Chancellor's home planet is assaulted with impunity!

The Queen, her handmaidens, and the queen's advisory council lead
the shrouded body of Panaka down the main plaza of Theed. There is no
parade of joy this time - too many Naboo and Gungan soldiers had died.
The Gungan army and what was left of the Naboo army stand on either
side of the street - the citizens of Naboo and remaining Alderaan and
Corellian troops stand with them. As the body passes they lower their
heads in respect.

The queen and her handmaidens move to stand to one side of the
funeral temple entrance as the body of Panaka - now a symbol of their
loss - is carried into the temple. The queen's gaze is blank and cold.

PALPATINE (V.O): (anger) No more. No more! You were made aware
that Naboo was threatened. I harbored a last hope that the Senate
would act with decision. I will not make that mistake again.

INT. MAIN ROTUNDA - GALACTIC SENATE - DAY

The assembly reacts violently to this statement. Palpatine lets them
clamor for a few moments as the statement sinks in, then he raises
his hand for silence. The din dies down quickly.

PALPATINE: There will be no vote, no squabbling over procedure as yet
another peaceful planet falls victim to those preying madmen. Effective
immediately, I am taking control of the military.

Slowly the assembly begins to clap in approval. Palpatine continues to
look on with self-righteous anger.

EXT. THEED - (FX)

Theed, once again, is beautiful and idyllic in the bright morning sunlight.

INT. THEED PALACE - QUEEN'S PRIVATE APARTMENTS -
MORNING

Sabe, Yane, and Sache are hovering around the queen. The queen
stands in a simple elegant underdress and tunic as the handmaidens
prepare to place her in an elaborate costume. Rabe gently brushes her
hair. Amidala stares straight ahead into nothing. No expression of
emotion mares her face.

Suddenly, the women stop moving, the room goes silent. Turning, the
queen sees Anakin standing in the doorway of her bedchamber,
watching her. He is dressed almost entirely in black. Preferring more
simpler cuts than most men, Anakin's only elaboration is the gray silk
and simple silver brocade woven into his tunic. His belt is even the
same simple belt he has always worn.

One by one, her friends leave her alone with him.

ANAKIN: I would like to try that.

PADME: Try What?

ANAKIN: Brushing your hair.

He said it so wistfully that she couldn't help the small smile that crept
over her face.

PADME: Then why don't you?

Anakin suddenly becomes very serious.

ANAKIN: I just realized, I don't have anything to brush it with.

Padme looks at him with complete love.

PADME: You can have mine.

Anakin smiles and simply shakes his head no. Padme sighs mockingly.

PADME: Well I'm sure you'll think of some way.

Slowly, a huge grin begins to creep over his face. She sighs again, this
time impatiently.

PADME: Are you going to or shall I?

Anakin appears to think about it for a moment. She looks at him in
sudden consternation. He raises his hands, yielding with a laugh.

ANAKIN: All right. All right.

He walks up to her and takes a deep breath. She looks at him,
expressionless. She wasn't going to make this easy. He clears his
throat. He points behind him.

ANAKIN: Shouldn't Rabe or Sabe or one of them be here for this?

PADME: Would you stop being such a coward?

He contorts his face in childish displeasure. She speaks to him like
a child.

PADME: You have to do this at some point.

He makes a gesture to walk out.

ANAKIN: You mean I can wait?

PADME: Anakin...

He smiles innocently.

PADME (cont'd): Do you see that bed behind me?

ANAKIN: (grins lasciviously) Yeah.

PADME: Do you ever want to sleep in it?

ANAKIN: (cough) Right.

He looks at her again. She waits expectantly. He is just about to speak...
then stops. He holds up a finger.

ANAKIN: Wait a second... SABE!

Sabe appears in the doorway instantly. She has obviously been
listening. The queen scowls at her best friend. Sabe shrugs.

SABE: What can I do for you Sir?

ANAKIN: Stand there... and be a witness. (derisive) I don't want to have
to do this again.

Padme gives him a withering look.

ANAKIN: Okay.

He straightens his clothes. Padme sighs and rolls her eyes. Sabe is
heartily enjoying this exchange. Very reluctantly, he gets on his knees.
He clears his throat. He straightens his cloths - again.

PADME: ANAKIN!

ANAKIN: All right! (sighs, rolls eyes) May I have the great honor of
becoming your husband and consort?

PADME: Yes!

ANAKIN: Thank you!

PADME: Your Welcome!

They scowl at one another. Suddenly, all three handmaidens heretofore
hidden on the other side of the open door, burst out in snickers. Sabe,
arms crossed, has a hand firmly clamped over her mouth. She snorts
anyway. Padme and Anakin scowl at her. Sabe looks at them both and
shrugs ingenuously. Anakin stands back up.

Sabe cannot help making a mocking comment as she blithely walks
out of the room.

SABE: You know... you two really need to try out that bed... before you kill
each other.

EXT. SPACE - NABOO SYSTEM (FX)

A small fleet of Republic military vessels enters the Naboo system from
hyperspace. In the center is one heavy military frigate. The Grand Cruiser
of the Republic Supreme Chancellor exits from the belly of this huge
ship and makes its way toward the planet Naboo.

EXT. NABOO - THEED (FX)

With a military escort of Naboo N1 fighters, the Supreme Chancellor's
ships lands at the very front door of the main palace.

INT. THEED PALACE - THRONE ROOM - DAY

Palpatine approaches the throne room. Two Senate Guards stand on
either side of him. His authority and arrogance is tangible. Rabe walks
before the Chancellor as escort. Queen Amidala sits at the throne.
Anakin is leaning against the immense marble desk, arms crossed,
watching the Chancellor approach. Sabe, Yane, and Sache all sit in
their designated seats around the throne.

RABE: May I present to Your Majesty, Supreme Chancellor Palpatine.

Palpatine goes to stand in the center of the room and bows slightly to
Amidala. The queen lets Palpatine know she is most angry with the
Republic - she doesn't rise.

AMIDALA: To what do I owe the honor of this visit Chancellor?

PALPATINE: Your Majesty, I'm here to offer my most profound
condolences and deepest apology yet again for our delay.

AMIDALA: Forgive me for saying this Chancellor, but the Senate's
inaction to this threat has been so consistent... it would have been
foolish to rely on your aide at all.

PALPATINE: (sigh) You are quite right, Your Majesty. However, take
some comfort in knowing that, by this terrible occurrence, such
indecision will never happen again.

AMIDALA: (narrows her eyes) What do you mean?

PALPATINE: To effectively thwart any further attacks by that... (disgusted
look) ...roving band of terrorists, the Senate has granted me complete
control over Republic military forces.

Amidala shoots a glance at Anakin. That statement got his attention.
Amidala barely acts surprised.

AMIDALA: Complete control? That is extreme.

PALPATINE: Desperate times call for extreme measures, Your Majesty.

Amidala says nothing in reply.

PALPATINE (cont'd): As my first act as head of the military, I feel it is
necessary to offer you what little compensation I may for the Republic's
gross inaction.

AMIDALA: (cautionary) That isn't necessary Chancellor...

PALPATINE: Wait till you hear what I'm offering Your Majesty.

Amidala and Anakin exchange looks.

PALPATINE (cont'd): It is quite simple. So that you need never fear such
attacks again, I grant you absolute control over all Republic military
stationed in this sector.

Amidala cannot quite conceal her complete surprise.

AMIDALA: Are you sure that is wise Chancellor? The other members of
this sector will surely object to my...

PALPATINE: (interrupting) Consolidation of control is inevitable if we are
to be effective in defending any planetary system. It will be completely up
to you to decide how to pacify the other members of this sector.

Seeing her desire to object outright, Palpatine gives her a barely veiled
warning. He shoots occasional glances at Anakin, who seems much
more amiable to the idea.

PALPATINE (cont'd): If you refuse, I would be forced to give the position
to another member planet... though, to be quite honest, I do not believe
any other would be quite as suitable as you.

Seeing that she is being manipulated, Amidala frowns.

AMIDALA: I do not like coercion Your Honor.

PALPATINE: No coercion, Your Majesty. You may refuse the offer. But...
(bowing) I will give you time to think it over.

Palpatine makes sure by his tone that Amidala understands one thing -
that he is in control. Before he turns to leave, he glances at Anakin.

PALPATINE (cont'd): Anakin Skywalker?

ANAKIN: (surprised) Yes Your Honor.

PALPATINE: You are.. not with Obi Wan Kenobi?

Anakin sighs and spares a glance at the queen. She is keenly rapt on
this exchange.

ANAKIN: No Sir, I have left the Jedi Order... The Queen and I are to be
married.

PALPATINE: (smiles brightly) Ah I see. Then congratulations are in order.
It is good to see that life progresses even in these trying times. (to the
queen) Your Majesty.

Palpatine bows to the queen and Anakin. His look is quite victorious as
he turns and walks out of the throne room. Amidala sits back slightly,
concerned. She shakes her head.

AMIDALA: There's something not right about this. I don't like it.

Anakin is dumbfounded by her reaction. He begins to pace in front of her
as he enumerates his reasoning.

ANAKIN: He's not going to send a garrison as we feared. He has given
you complete authority over the Republic military in this sector. You'll no
longer require an army on Naboo... (derisive) ...and you certainly won't
have to rely on some illegal military pact and the good graces of more
powerful systems. (exasperated) What's not to like?

AMIDALA: The price.

ANAKIN: What price?!

AMIDALA: I don't know, and that's what I don't like.

ANAKIN: (appeasing) Naboo will be exactly like it was before...

AMIDALA: (pained) Nothing will be as it was before.

EXT. CORUSCANT - PALACE OF THE JEDI - BALCONY -
SUNSET

Obi Wan Kenobi stares out over the gleaming cityscape of Coruscant.
Quietly, Yoda approaches the brooding Jedi Knight.

YODA: Much torment I sense in you.

Unable to look at Yoda, Obi Wan simply bows his head. Yoda is
compassionate.

YODA (cont'd): Burdened are you with such guilt for one?

OBI WAN: I have failed a friend, Master... my best friend.

YODA: (nodding) And with that failure all will suffer.

By his silence, Obi Wan acknowledges that truth.

OBI WAN: I understand now what he meant... the importance of paying
homage to a single life.

YODA: (nodding) As no other, Qui Gon was in harmony with the living
force. Never mindful were you of that strength.

OBI WAN: And now it may cost us everything. He would be so ashamed.

YODA: Ashamed for the galaxy... or for the one you failed? Undecided
now which holds more value.

OBI WAN: (swallowing) What I saw on that battlefield... it was a terrible
power.

YODA: A dark power Obi Wan.

Obi Wan closes his eyes.

OBI WAN: The truth Master... I must know.

YODA: The chosen one he is.

Obi Wan cannot contain the anguish that crosses his face - so
tormented is he by this knowledge.

OBI WAN: (whispers) Why him?

YODA: Hard to say... So completely he lacks, what other have in
abundance - indifference... apathy... he feels not these things.

OBI WAN: And for that he will be made to suffer? Anakin doesn't deserve
this fate.

YODA: No... We all do.

EXT. SPACE - NABOO SYSTEM (FX)

A Republic cruiser streaks toward the beautiful blue planet Naboo.

EXT. AMIDALA HOME - HERB GARDEN - SUNSET

Padme is sitting in a kneeling position in the middle of her mother's
herb garden. The garden is now becoming overgrown with weeds, but
many of the herbs are still growing in abundance. She pulls a pack off
one shoulder and opens it. She reaches inside and pulls out a
beautifully carved wooden box and lays it on the rich soil of the garden
row.

She then looks up and out over the landscape - taking in the beautiful
mountains and foothills of her childhood. Her face is somber, even regal
in its solemnity. Finally, she smiles most serenely. She takes a deep
cleansing breath and reaches a hand deep into the soil. She begins to
fill the wooden box with dirt from her mother's garden.

Panning up and back reveals only large darkened squares where her
family's home had been. Save for the garden, the farm is completely
gone.

EXT. THEED (FX) - DAWN

The sun is just peeking over the horizon. The day is dawning clear and
bright.

INT. THEED - QUEEN'S PRIVATE APARTMENTS -
HALLWAY - DAWN

The palace is buzzing with activity for the Queen's wedding day.

Anakin peeks around the corner directly down from the entrance to the
Queen's private chambers. When he does so, he sees Sabe hurrying
towards the Queen's chamber from the opposite direction. She is
carrying a bolt of white cloth. Anakin looks about furtively, making sure
no guard sees him.

ANAKIN: (loud whisper) PSSST! Sabe!

Sabe freezes. Seeing that it's Anakin, she jerks her head about to see if
anyone is watching and quickly walks up to him.

SABE: (loud whisper) What are you doing here! You're supposed to be
getting ready for the wedding...

ANAKIN: (interrupting, loud) I'm trying! (cringes then whispers) I don't
know what to do!

SABE: (alarmed whisper) Didn't anyone tell you...

ANAKIN: NO!

Sabe cringes. Anakin notices the very sheer white cloth.

ANAKIN (cont'd): What's that?

Sabe looks down and surreptitiously tucks the bolt of cloth behind her.

SABE: Nothing.

Anakin grins luridly.

ANAKIN: That's for Padme?

Sabe looks at him impatiently.

SABE (cont'd): Why didn't you saying anything earlier!

ANAKIN: I didn't think there was anything to it!...

SABE: Nothing to it?! Haven't you ever been to a wedding before?!

ANAKIN: Once - a Chagrian one on Coruscant... they just showed up at
the temple and said a few vows...

SABE: (furious) Chagrian! I'm surprised they even bothered!

ANAKIN: ...but, a few minutes ago, this palace guard started talking to
me about home dirt or something, whatever that is...

SABE: (very alarmed) Don't tell me you don't have homesoil.

ANAKIN: Homesoil! That was it...

Sabe sighs heavily and takes one hand from behind her back to rub her
suddenly throbbing brow. She sighs heavily again.

SABE: Do you have an escort?

ANAKIN: He mentioned that to... even offered to be it.

Sabe looks at him for a moment, quite disgusted. Finally, she sighs and
looks sadly resigned.

SABE: You owe me huge... (turning) Wait here.

Anakin simply nods as Sabe quickly walks down the hall and
disappears within the Queen's apartments. Anakin politely nods to the
occasional guard and palace official as they pass by him. They give him
odd looks, obviously wondering why the groom would be loitering
around the Queen's apartments so close to their wedding ceremony.

Sabe exits the queen's chambers and hurries to Anakin.

SABE: (sighing again) Lets go.

Anakin stares at Sabe, realizing something.

ANAKIN: Wait. You're Padme's escort... aren't you.

SABE: I was. Now I'm yours.

ANAKIN: Sabe... I can't ask that of you. You two are like sisters...

SABE: Yes, and this is what sisters do for each other. Rabe will escort
the queen. Now let's go before you're late.

Just then, a palace guard walks by.

SABE (cont'd): You there!

PALACE GUARD: (bowing) Yes, Mistress?!

SABE: Please find Governor Bibble. Tell him that I must have the slave
leader, Corus Tak, contact me at Master Skywalker's chambers. Tell him
it's quite urgent. We need Tatooine homesoil.

The guard glances at Anakin, and bows. He then runs off to find the
Governor.

ANAKIN:(becoming alarmed) Tat.. ooine homesoil?

SABE: You better hope Corus Tak brought some with him like I advised.

ANAKIN: (swallows) Or what?

SABE: Or the queen will have our heads. You can't get married here
without it.

Anakin swallows again.

INT. GOVERNOR'S PALACE - ENTRANCE VESTIBULE -
DAY

Sabe is about to escort Anakin to the temple. They are now within the
Governor's home and a respectable distance from the main temple,
where the wedding ceremony will take place. Anakin is dressed in
simple pale breeches and light brown colored boots, with a stark white
tunic and undershirt. Both the bride and groom are required to be simply
dressed in pure white.

SABE: Are you ready Sir?

Anakin holds up a small violet crystal bottle triumphantly.

ANAKIN: (smiling) I have my dirt.

Sabe rolls her eyes and grins as she looks out the opened doubledoors.
Anakin slowly walks up behind Sabe and takes a careful look outside.
He is overlooking a major thoroughfare. Thousands of people are lining
the street. It seems as though all the citizens of Naboo have come to see
him escorted to his wedding. He swallows nervously and states an
obvious.

ANAKIN: That's... That's a lot of people.

Sabe looks at him and smiles, proud for him.

SABE: Indeed.

Carafe of Tatooine soil in hand, Anakin takes a deep breath as he
moves to stand behind Sabe.

ANAKIN: I'm ready.

OBI WAN: Anakin?

Suddenly, from the shadows of the vestibule, emerges Obi Wan Kenobi.
He had apparently entered from the rear of the building. Surprised,
Anakin looks at the approaching man with cautious hope.

ANAKIN: Obi Wan... what are you doing here?

Obi Wan smiles at his best friend.

OBI WAN: Escorting you to your wedding... (to Sabe) if you would allow
me that honor.

Sabe smiles and bows graciously. Bemused at first, Anakin slowly
begins to smile. Anakin holds out his hand. Both men shake hands,
eager to mend the rift. Anakin looks at Sabe.

ANAKIN: Is there enough time to get to her?

Sabe nods brightly and turns to dash out the back. On impulse, she
reaches up and gives Anakin a kiss on the cheek.

SABE: You'll do fine.

Without waiting for a response, she runs out the back entrance. Anakin
smiles as he watches her rapid exit, then turns to Obi Wan with a
regretful look.

ANAKIN: About what I said before. I...

OBI WAN: (laying a hand on his shoulder) Don't apologize Anakin. You
don't want to be late for your own wedding.

ANAKIN: (grinning) And anger the Queen? I'd rather face a Sith.

Both men grin broadly as they walk out into the beautiful sunlit streets of
Theed. A loud roaring cheer begins as they walk down the short flight of
steps.

NOTES:
Naboo Wedding Ceremony

The couple gathers a measure of soil - soil from his home and soil from
hers. In a ritualized manner, they walk separately to Theed Temple
overlooking the waterfall cliffs. Each has one honored escort which
leads them to the Temple. The couple meet at the entrance and walk
solely together into the Temple.

In the temple stands a high priestess - a Naboo sage and high teacher.
There are no other witnesses. Before her, upon a simply designed stone
pedestal, sits a kylix style vessel about 40 cm in diameter and
approximately 10 cm deep. The vessel itself is ornately designed with
traditional Naboo icons of marriage, love, and fertility. It is half filled with
rich dark soil.

The couple stand on either side of the vessel holding their crystal bottles
of homesoil. In a ritualized fashion, they each pour the soil into the wide
shallow vessel. They then mix the soil with their bare hands. The
priestess then hands the man a wooden dowel and he punctures a
small hole into the soil. The priestess then places a small seed in the
woman's hand. The woman places the seed within the small hole and
covers it with dirt. The priestess then raises a small vase of clear
sanctified water and pours it over the dirt.

The seed is a special kind. As the couple watch, a sprout instantly
begins to emerge from the soil. The priestess speaks these simple
words, "Sanctify this union. Find a home. Plant it. See that it grows."

The couple then emerge from the temple together with the high
priestess leading them. The priestess carries aloft the vessel and
escorts the couple to their new home.

The couple keep and maintain the budding plant. After six months time,
the couple then is supposed to plant the seedling into the ground. After a
year, if the seedling becomes a sapling, then the wedding is complete -
the couple is secure. Because the marriage is not considered true until
the sapling is shown to be thriving after one year, a Naboo wedding lasts
one and one half year. The tree will grow for generations, and can
eventually become tens of meters in height.

_____________________________
Story by Wendy Dale Smith
http://www.flash.net/~st7ci
st7ci@flash.net
Last Version: October 14, 1999

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