>> : 1, / Star Wars: Episode I The Phantom Menace

: 1, / Star Wars: Episode I The Phantom Menace ( 2)

: : 1, / Star Wars: Episode I The Phantom Menace.

: 1, / Star Wars: Episode I The Phantom Menace


SHMI, watching from the porch, smiles sadly.


ANAKIN sits on the balcony rail of his hovel as QUI-GON tends to a cut. The BOY leans back to look at the vast blanket of stars in the sky.

QUI-GON Sit still, Annie. Let me clean this cut.

ANAKIN There are so many! Do they all have a system of planets?

QUI-GON Most of them.

ANAKIN Has anyone been to them all?

QUI-GON (laughs) Not likely.

ANAKIN I want to be the first one to see them all... Ouch!

QUI-GON wipes a patch of blood off ANAKIN'S arm.

QUI-GON There, good as new...

SHMI yells from inside the hovel.

SHMI (O.S.) Annie, bedtime!

QUI-GON scrapes ANAKIN's blood onto a comlink chip.

ANAKIN What are you doing?

QUI-GON Checking your blood for infections.

ANAKIN I've never seen...

SHMI (O.S.) Annie! I'm not goiung to tell you again!

QUI-GON Go on, you have a big day tomorrow. (beat) Goodnight.

ANAKIN rolls his eyes and runs into the hovel. QUI-GON takes the blood stained chip and inserts it into the comlink, then calls OBI-WAN.

QUI-GON Obi-Wan...

OBI-WAN Yes, Master.

QUI-GON Make an analysis of this blood sample I'm sending you.

OBI-WAN Wait a minute...

QUI-GON I need a midi-chlorian count.

OBI-WAN All right. I've got it.

QUI-GON What are your readings?

OBI-WAN Something must be wrong with the transmission.

QUI-GON Here's a signal check.

OBI-WAN Strange. The transmission seems to be in good order, but the reading's off the chart... over twenty thousand.

QUI-GON (almost to himself) That's it then.

OBI-WAN Even Master Yoda doesn't have a midi- chlorian count that high!

QUI-GON No Jedi has.

OBI-WAN What does it mean?

QUI-GON I'm not sure.

The JEDI KNIGHT looks up and sees SHMI in the doorway watching him.

Embarrassed, she goes back into the kitchen while QUI-GON ponders the situation.


The sinister looking Sith spacecraft lands on top of a desert mesa at dus, scattering a herd of banthas. DARTH MAUL walks to the edge of the mesa and studies the landscape with a pair of electrobinoculars. He picks out the lights of three different cities in the distance, then pushes buttons on his electronic armband.

Six football-sized PROBE DROIDS float out of the ship and head off in three different directions toward the cities.

DARTH MAUL stands on the mesa and watches them through his electrobinoculars.


Padme exits the hovel.


As the twin suns rise, ARTOO is busy painting the racing Pod. ANAKIN is asleep. PADME passes ARTOO.

PADME I hope you're about finished.

ARTOO whistles a positive reply. PADME sees KITSTER riding toward them on an EOPIE, a strange camel-lile creature. He is leading a second EOPIE behind him. PADME goes over to ANAKIN. He looks very vulnerable as he sleeps. She watches him, then touches him on the cheek. ANAKIN wakes up, yawns, and looks at her, a little puzzled.

ANAKIN You were in my dream... you were leading a huge army into battle.

PADME I hope not, I hate fighting. Your mother wants you to come in and clean up. We have to leave soon.

ANAKIN stands up and stretches just as KITSTER arrives.

ANAKIN Hook 'em up, Kitster. (to Padme)) I won't be long. Where's Qui-Gon?

PADME He and Jar Jar left already. They're with Watto at the arena.


RACE CREWS mill about outside the Main Hanger.


The hanger is a large building with a dozen or so Podracers being readied for the race. ALIEN CREWS and PILOTS rush about, making last minute fixes on their vehicles. WATTO, QUI-GON, and JAR JAR walk through the activity.

WATTO ...I want to see your spaceship the moment the race is over.

QUI-GON Patience, my blue friend. You'll have your winnings before the suns set, and we'll be far away from here.

WATTO Not if your ship belongs to me, I think... I warn you, no funny business.

QUI-GON You don't think Anakin will win?

WATTO stops before an orange racer. Sitting to one side, having his shoulders and neck massaged by TWIN YOBANAS, is SEBULBA.

WATTO Don't get me wrongo. I have great faith in the boy. He's a credit to your race, but Sebulba there is going to win, I think.


WATTO He always wins. (laughs) I'm betting heavily on Sebulba.

QUI-GON I'll take that bet.

WATTO (suddenly stops laughing) What??!! What do you mean?

QUI-GON I'll wager my new racing pod against... say... the boy and his mother.

WATTO A Pod for slaves. I don't think so... well, poerhaps. Just one...the mother, maybe...the boy isn't for sale.

QUI-GON The boy is small, he can't be worth much.

WATTO shakes his head.

QUI-GON For the fastest Pod ever built?!

WATTO shakes his head again.

QUI-GON Both, or no bet.

WATTO No Pod's worth two slaves... not by a long shot... one slave or nothing.

QUI-GON The boy, then...

WATTO pulls out a small cube from his pocket.

WATTO We'll let fate decide. Blue it's the boy, red his mother...

WATTO tosses the cube down. QUI-GON lifts his hand slightly; it turns blue.

QUI-GON smiles. WATTO is angry.

WATTO You won the small toss, outlander, bou you won't win the race, so... it makes little difference.

ANAKIN and PADME enter the hanger on one of the EOPIES, pulling an engine. KITSTER, on the other EOPIE, is pulling another engine. With THREEPIO walking alongside, ARTOO trundles behind, pulling the Pod with SHMI sitting on it. WATTO passes ANAKIN as he leaves.

WATTO (SUBTITLED) Bonapa keesa pateeso, o wanna meetee chobodd. (Better stop your friends betting, or I'll end up owning him, too.)

WATTO walks off, laughing.

ANAKIN What did he mean by that?

QUI-GON I'll tell you later.


THREEPIO Oh my! Space travel sounds rather perilous.

ARTOO emits a series of beeps.

THREEPIO I can assure you they will never get me onto one of those dreadful starships!

KITSTER (to Anakin) This is so wizard! I'm sure you'll do it this time, Annie.

PADME Do what?

KITSTER Finish the race, of course!

PADME You've never won a race?

ANAKIN Well... not exactly...

PADME Not even finished?!

ANAKN looks sheepish.

ANAKIN ...but Kitster's right, I will this time.

QUI-GON Of course you will.


One of Darth Maul's PROBE DROIDS slowly floats down the main street of Tatooine. It looks in shops and studies PEOPLE as it searches for OBI-WAN, QI-GON, or the QUEEN.


An EXTREME HIGH WIDE ANGLE reveals a vast arena in the Tatooine desert. A large semi-circular amphitheatre that holds at least a hundred thousand people dominates the landscape. Large viewing platforms loom over the racetrack.


A two-headed ANNOUNCER describes the scene.

FODE/BEED A: Toogi! Toogie! (Greetings) Toong mee cha kulkah du Boonta magi! tah oos azalus ooval Poddraces. (We have perfect weather today for the Boonta classic. The most hazardous of all Podraces.) B : That's absolutly right. And a big turnout here, from all corners of the Outer Rim territories. I see the contestants are making their way out onto the starting grid.


On the left side of the tracks across from the grandstands, a line of Podracers emerges from the large hanger, surrounded by several CREW MEMBERS. Pods are pulled by a wide variety of CREATURES and are led by aliens carrying flags. The PILOTS stand facing the royal box.

FODE/BEED (O.S.) A : La Yma beestoo (Yes, there they are!) B : I see Ben Quadinaros from the Tund system. A : ...eh Gasgano doowa newpa Ord Petrovia! (And Gasgano in thenew Ord Pedrovia.) B : Two time winner, Boles Roor... A : Poo tula moosta, woe grane champio Sebulba du Pixelito! Splastyleeya bookie ookie!! (On the front line the reigning champion, Sebulba from Pixelito. By far the favorite today.) B : And a late entry, Anakin Skywalker, a local boy. A : Wampa peedunkee unko ( I hope he has better luck this time.) B : I see the flaggers are moving onto the track.


Colorful canopies shade some of the SPECTATORS. VENDORS sell barbecued creature parts and colorful drinks.


All the PILOTS bow from the waist as JABBA THE HUTT enters the box and waves to the crowd.

FODE/BEED A : O grandio lust, Jabba Du Hutt, amu intoe tah parena. (His honor, our glorious host, Jabba the Hutt has entered the arena.)

The crowd ROARS. SEVERAL OTHER SLUG-LIKE HUTTS follow, along with humans and aliens. Several SLAVE GIRLS on a chain are led alongside JABBA.

JABBA (SUBTITLED) Chowbaso! Tam ka chee Boonta rulee ya, kee madda hodrudda du wundee. (Welcome!) Sebulba tuta Pixelito...


SEBULBA, who is right next to ANAKIN, stands and waves to his fans. A small pep band plays as his fans wave and cheer.

KITSTER attaches the giant engins to Anakin's Pod with a long cable. SHMI gives ANAKIN a big hug and kiss. She looks him right in the eye.

SHMI Be safe.

ANAKIN I will, Mom. I promise.

She leaves as ANAKIN checks the cable hitches.

JABBA ...Mawhonic tuta Hok, Teemto Pagalies tuta Moonus Mandel, Anakin SKywalker tuta Tatoonine....

The CROWD YELLS. ANAKIN waves to the crowd, as JABBA continues with his introductions. SEBULBA moves over to one of Anakin's engines. KITSTER and JAR JAR unhitch the EOPIES, and KITSTER leads them away. ARTOO beeps that everything is OK. JAR JAR pats ANAKIN on the back.

JAR JAR Dis berry loony, Annie. May da guds be kind, mesa palo.

PADME comes up and gives ANAKIN a little kiss on the cheeek. SEBULBA bangs on a part protruding from Anakin's engine. He looks around to see if anyone has noticed.

PADME You carry all our hopes.

ANAKIN I won't let you down.

PADME moves away as SEBULBA edges his way next to ANAKIN and gives him a sinister grin.

SEBULBA Bazda wahota, shag. Dobiella Nok. Yoka to Bantha poodoo. (You won't walk away from this one, slave scum! You're Bantha poodoo.)

ANAKIN (SUBTITLED) Cha skrundee da pat, sleemo. (Don't count on it, slime-ball.)

ANAKIN looks the evil SEBULBA in the eye with a cold stare. QUI-GON approaches, and SEBULBA backs off toward his racer.

JABBA (SUTITLED) ...Ka bazza kundee hodrudda! (...Let the challenge begin!)

The CROWD lets out a LOUD CHEER. QUI-GON helps ANAKIN into his Pod. The boy straps himself into the tiny racer.

QUI-GON Are you all set, Annie? (Anakin nods) Remember, concentrate on the moment. Feel. Don't think. Trust your instincts. (he smiles) May the Force be with you.

QUI-GON steps away as ANAKIN puts on his goggles. The PILOTS flip switches, and powerful energy binders shoot between the engines. ANAKIN flips a switch, and his engine starts. The incredible ROAR of high-powered engines igniting echoes throughout the arena. One driver, ODY MANDRELL, yells at a droid (DUM-4) to get away from the front of his engine. The crowd is tense.


The giant power-house engines torque as the PILOTS gun them. The PILOTS flip switches, and poerful energy binders shoot between the engines. Aliens carrying large flags move off the track. JAR JAR covers his eyes.

JAR JAR Mesa no watch. Dissen ganna be messy!

FODE/BEED A : Ya pawa culka doe rundee! (The power couplings are being activated) B : Hey, it looks like they're clearing the grid.


SHMI looks nervously to QUI-GON as he enters a veiwing platform. PADME and JAR JAR are already on board. The platform rises like an elevator.

SHMI Is he nervous?

QUI-GON He's fine.

PADME You Jedi are far too reckless. The Queen...

QUI-GON The Queen trusts my judgment, young handmaiden. You should too.

PADME You assume too much.


FODE/BEED B : Start your engines.

The earth-pounding ROAR of the engines revving is deafening.


Jabba bites off the head of a frog and spits it at a gong, signaling the start of the race.


On a bridge over the track, a great green light at the center flashes. The Podracers shoot forward with a high-pitches scream. ANAKIN'S engine floods and coughs - then dies. All the other Podracers except one swerve around him and dissapear down the track. The slave boy struggles to get his racer started. The two-headed announcer reports.

FODE/BEED (O.S.) A : An dare ovv! (And they're off!) B : Oh...wait. Little Skywalker has stalled.

PADME and JAR JAR are very dissapointed with ANAKIN. QUI-GON puts his arm around a very worried SHMI to comfort her. Finally, Anakin's engines ignite. He zooms away after the receeding pack of competitors, leaving one quadra-Pod racer still trying to get started. The two-headed ANNOUNCER describes the race as it progresses.

FODE/BEED (O.S.) B : And there goes Skywalker... He'll be hard pressed to catch up with the leaders today.


The Podracers fly across the desert. SEBULBA is running neck and neck with MAWHONIC. They round the first turn in the track, side by side. SEBULBA drives his Pod into his rival, forcing him into the wall of a large rock formation. MAWHONIC crashes in a spectacular display of fire and smoke. ANAKIN is much faster than the back-end stragglers and passes them easily.

One of the drivers, GASGANO, won't let ANAKIN by. ANAKIN tries to pass him on one side and is cut off. He then tries to pass him on the other side ansd is cut off. As they come up on a cliff drop-off, ANAKIN backs off, then guns it as GASGANO goes over the cliff. ANAJIN accelerates so fast that he sails right over the top of GASGANO and speeds away.

Four TUSKEN RAIDERS perched above the race course fire their rifles at the Pods racing in the canyon below them. One shot ricochets off the back of Anakin's Pod.

FODE/BEED B : Looks like a few Tusken Riaders have campe out on the canyon dune turn.


JABBA THE HUTT and the crowd watch the progress of the race on small, hand-held view screens. JAR JAR is looking over the shoulder of a strange alien named FANTA.

JAR JAR Where's Skywalker?

FANTA moves the view screen out of Jar Jar's view. PADME, SHMI, and QUI-GON watch another screen and look worried.

ARTOO, down in the pits with KITSTER, lets out a worried sigh. The driver of the quadra-Pod looks worried.


ANAKIN is powering around corners and over hills and cliffs, passing other racers right and left. SEBULBA is in the lead. He is being challenged by another racer, XELBREE.

SEBULBA slows a little, and as XELBREE pulls alongside, he opens a side vent on the racer's engine and the exhaust starts to cut through the alien's engine.

The blast cuts along the engine until finally it EXPLODES. SEBULBA deftly veers away.

ANAKIN works his way through a dense mass of racers as they zoom over a dune sea, kicking up dust. His Pod shakes violently as he goes over a jump.

One of the Podracers, ODY, catches one of his engines in the sand, and the whole thing EXPLODES.


QUI-GON sits quietly, meditating. PADME and SHMI search the landscape for any sign of the racers. JAR JAR is still annoying FANTA for information. The crowd SCREAMS. WATTO is laughing with his friends, confident in Anakin's defeat.

The quadra-Pod engines start just as the racers come around the corner. The DRIVER, BEN QUADINAROS, puts it in gear, and the four engines go off in all directions, EXPLODING in a spectacular display. The Pod drops to the ground as SEBULBA enters the arena, closely followed by all the OTHER RACERS.

KITSTER strains to see as ARTOO beeps excitedly. The announcer continues.

FODE/BEED (O.S.) B ; There goes Quadinaros' power couplings. A : Sebulba! Ka pa me cheespa wata! (Here comes Sebulba in record time.)

QUI-GON, PADME, SHMI, and JAR JAR yell for joy as ANAKIN passes. JAR JAR is very nervous and pounds on the back of his alien neighbor, FANTA.

JAR JAR What gooie-on?

FANTA Bug off.

Lap two. SEBULBA and the pack race past the main arena. The crowd stands and YELLS as the Podracers scream off into the distance. QUI-GON and PADME look worried.

JAR JAR He musta crash-ud.

PADME Here he comes!


ARTOO lets out an excited whistle, as KITSTER yells.

THREEPIO : He has to complete two more circuits? Oh dear!


Sure enough, coming around the bend is ANAKIN, quickly gaining on the pack.

The two-headed announcer describes the action. The crowd goes wild.

FODE/BEED (O.S.) B : It looks like Skywalker is moving up through the field. He's in... A : Steeth pa nagoola! (Sixth place, not bad.)

ANAKIN continues to gain on the pack. Tension for SHMI and PADME is unbearable.

ODY stops in the pits. Droids work on his engines. DUM-4 stands in front of the engine and is sucked in, causing the engine to die. DUM-4 is spit out the back of the engine, very bent up. The engine lets out one final wheeze, then EXPLODES in a puff of smoke.

FODE/BEED (O.S.) A : Ody Mandrell! Coona wa wunda dunko! (Ody Mandrell into the pits for some attention.)

ODY Droids!

TERTER is getting close to SEBULBA, who purposely breaks a small part off his Pod, sending it into Terter's engine, causing him to veer into ANAKIN, and unhooks one of the main straps on Anakin's engines that links the Pod to his engines. ANAKIN struggles to keep control of the little Pod. It whips about wildly.

As the Pod swings near the broken engine strap, ANAKIN grabs for it.

Finally, he catches the strap and manages to unhook it to the Pod.

SEBULBA cuts the engine of OBITOKI with his side exhaust, and the racer crashes with a cloud of dust. A THIRD RACER, HABBA, flie into the cloud of dust and crashes into OBITOKI. ANAKIN rounds a corner and heads into the cloud of smoke. He hits a part of one of the engines but regains control.

FODE/BEED (O.S.) B :At the start of the third and final lap, Sebulba is in the lead, closely followed by Skywalker...

ANAKIN finally catches up with SEBULBA, and runs neck and neck over the rough terrain. JAR JAR, QUI-GON, SHMI, and PADME all SCREAM s ANAKIN comes through the arena. The lights in the tower indicate that this is the third and last lap. WATTO begins to worry.

SEBULBA uses his side exhaust port to try to cut through Anakin's engines.

ANAKIN manages to avoid having his engine disabled but is forced off course.

FODE/BEED (O.S.) B : Skywalker is forced onto the service ramp! A : Oh noah!

On a tight corner, ANAKIN dives to the inside and takes the lead.

FODE/BEED (O.S.) B : Amazing... a controlled thrust and he's back on course! What a move!

SEBULBA is furious. He stay's right on Anakin's tail, crowding him and pushing him through the turns.

SEBULBA pushes ANAKIN harder, and the young boy has a difficult time keeping control. One of the parts on Anakin's engines begins to shake loose. ANAKIN sees it and switches over to an auxiliary system. While he is trying to accomplish this maneuver, SEBULBA races past him.

ANAKIN tries to get around SEBULBA, to no avail. Every move ANAKIN makes, SEBULBA is able to block.

Finally, ANAKIN fakes a move into the inside as he usually does, then tries to go around SEBULBA on the outside. They race sid by side down the final stretch of the track.

FODE/BEED (O.S.) B : He's catching Sebulba. A : Inkabunga. (Incredible!)

SEBULBA veers toward ANAKIN and bangs into his Pod. He crashes into ANAKIN over and over. The young boy struggles to maintain control as the steering rods on the two Pods become hooked together. SEBULBA laughs at ANAKIN.

FODE/BEED (O.S.) B : That little human being is out of his mind. A : Punda tah punda! (They're neck and neck!) B : They're side by side! A : Bongo du bongu! (Shoulder to shoulder!)

As they head for the final stretch, ANAKIN fights to unlock the steering rods by trying to pull away from SEBULBA. The strain on the steering rod is tremendous. Suddenly, ANAKIN's steering arm breaks, and his Pos starts spinning.

The release of tension sends SEBULBA into an ancient statue. One engine EXPLODES, then the other. SEBULBA skids through the fire-balls, blackened, but unhurt. He slides to a smoking stop, gets out of his racer, and throws what's left of a shifter arm on the ground. Suddenly he realizes his pants are on fire, and he struggles to put them out. ANAKIN flies through the EXPLOSION as the crowd stands, CHERRING. PADME and JAR JAR jump up and down with excitment, PADME screaming for joy. ARTOO and KITSTER whistle hysterically. QUI-GON and SHMI smile. ANAKIN races over the finish line, the winner.


The two-headed announcer excitedly calls the finish.

FODE/BEED B : It's Skywalker! The crowd are going nuts! Oh Ah Oh Ah (rock head in tandem with partner)


As ANAKIN stops the Podracer, KISTER turns up, and they embrace. Hundreds of SPECTATORS join them and put ANAKIN on their shoulders, marching off, CHEERING AND CHANTING. Darth Maul's PROBE DROIDS move through the crowd.


Several ALIENS leave Watto's box, laughing and counting their money. WATTO sees QUI-GON standing in the doorway.

WATTO You! You swindled me! You knew the boy was going to win! Somehow you knew it! I lost everything.

WATTO flies up to QUI-GON and puts his face right up against QUI-GON's.

QUI-GON simply smiles.

QUI-GON Whenever you gamble, my freind, eventually you'll lose. Bring the parts to the main hanger. I'll come by your shop later so you can release the boy.

WATTO You can't have him! It wasn't a fair bet!

QUI-GON Would you like to discuss it with the Hutts...I'm sure they can settle this.

WATTO No, no! I want no more of your tricks! Take him!

The SITH PROBE DROID watches with great interest.


The Main Hanger is almost deserted as RACERS depart.


JAR JAR gives ANAKIN a great hug, then PADME gives him a hug, then SHMI.

ANAKIN Ah, gee...enough of this...

SHMI It's so wonderful, Annie. You have brought hope to those who have none. I'm so very proud of you...

PADME We owe you everything.

ANAKIN Just feeling this good was worth it.

In the background, QUI-GON has harnessed the EOPIES to containers full of parts.

QUI-GON Padme. Jar Jar, let's go, we've got to get these parts back to the ship.

The GROUP walks over to QUI-GON and the EOPIES.

PADME climbs on behind QUI-GON. JAR JAR swings up onto the second EOPIE, only to slwly slide off the other side. ARTOO whistles. ANAKIN and SHMI wave as they ride off.

QUI-GON I'll return the eopies by midday.


ARTOO cruises ahead of QUI-GON and PADME, who are riding one of the EOPIES; JAR JAR ridses the other. They stop in front of the sleek Naboo spacecraft.

OBI-WAN comes out of the ship and joins them.

QUI-GON Start getting this hyperdrive generator installed. I'm going back...some unfinished business. I won't be long.

OBI-WAN Why do I sense we've picked up another pathetic life form...?

QUI-GON It's the boy who's responsible for getting those parts.

On a hill far overlooking the Naboo spacecraft, the SITH PROBE DROID turns and speeds away.


ANAKIN and A GREEDO are rolling around on the floor, fighting. About A DOZEN OR SO KIDS are standing around them, yelling. Suddenly, a long shadow is cast over the TWO BOYS; they stop fighting and look up. QUI-GOMN is towering above them. KITSTER is with them.

QUI-GON What's this?

ANAKIN He said I cheated.

QUI-GON Did you?


QUI-GON Do you still think he cheated?


QUI-GON Well, Annie. You know the truth... You will have to tolerate his opinion, fighting won't change it.

QUI-GON moves off down the street. Anakin follows. The GREEDO wanders over to WALD who has been watching the goings-on.

WALD Keep this up, Greedo, and you're gonna come to a bad end.

Farther down the street QUI-GON and ANAKIN head toward Anakin's hovel.

QUI-GON takes a handful of credits from beneath his poncho and hands them to the boy.

QUI-GON These are yours. We sold the Pod.

ANAKIN (suddenly beaming)) Yes!


SHMI is cleaning up as ANAKIN bursts through the door, followed by QUI-GON.

ANAKIN Mom, he sold the Pod. Look at all the money we have!

ANAKIN pulls a bag of coins out of his pocket.

SHMI Oh, my goodness, That's wonderful.

QUI-GON And Anakin has been freed.

ANAKIN What?!?

QUI-GON You're no longer a slave.

ANAKIN jumps for joy! SHMI is stunned.

ANAKIN Did you hear that, Mom? (to Qui-Gon) Was that part of the prize, or what?

QUI-GON Let's just say Watto has learned an important lesson about gambling.

SHMI Now you can make your dreams come true, Annie. You're free! (turns to Qui-Gon) Will you take him with you? Is he to become a Jedi?

QUI-GON Our meeting was not a coincidence. Nothing happens by accident. (to Anakin) You are strong with the Force, but you may not be accepted by the Coucil.

ANAKIN A Jedi! Mighty blasters, you mean I get to go with you in your starship and everything?!

QUI-GON kneels down to the boy.

QUI-GON Anakin, training to be a Jedi will not be a easy challenge. And if you succeed, it will be a hard life.

ANAKIN But it's what I want. What I've always dreamed about. Can I go, Mom?!

QUI-GON This path has been placed for you, Annie; the choice to take it is yours alone.

ANAKIN thinks, looks to his mother, then to QUI-GON.

ANAKIN I want to go.

QUI-GON Then, pack your things. We haven't much time.

ANAKIN Yipee!!

ANAKIN hugs his mom and starts for the other room, then stops. SHMI and QUI-GON give each other a knowing look. ANAKIN has realized something.

ANAKIN What about Mom? Is she free too? You're coming, aren't you, Mom

QUI-GON I tried to free your mother, Annie, but Watto wouldn't have it.

ANAKIN But the money from selling...

QUI-GON It's not nearly enough.

SHMI comes over to her son and sits next to him. Taking both of his hands in hers, she draws him close.

SHMI Son, my place is here. My future is here. It is time for you to let go... to let go of me. I cannot go with you.

ANAKIN I want to stay with you. I don't want things to change.

SHMI You can't stop change any more than you can stop the suns from setting. Listen to your feelings; Annie, you know what's right.

ANAKIN takes a deep breath, drops his head. QUI-GON and SHMI exchange a look of concern. When ANAKIN raises up, there are tears in his eyes.

ANAKIN I'm going to miss you so much, Mom...

SHMI I love you, Annie... now hurry.

ANAKIN and SHMI hug. ANAKIN runs into the other room.

SHMI Thank you.

QUI-GON I will watch after him. You have my word. Will you be all right?

SHMI He was in my life for such a short time.


ANAKIN has thrown the last of his things in a small backpack. As he leaves, he stops and pushes the button that wakes his droid up. THREEPIO stares at him blankly.

ANAKIN Well, Threepio, I'm free...and I'm going away...in a starship...

THREEPIO Master, Annie, you are my maker, and I wish you well. Although I'd like it better if I were a little less naked.

ANAKIN I'm sorry I wasn't able to finish you, Threepio... give you coverings and all... I'm going to miss working on you. You've been a great pal. I'll make sure Mom doesn't sell you or anything. Bye.

THREEPIO stares at ANAKIN as he rushes out of the room.

THREEPIO Sell me?!?


KITSTER runs up to ANAKIN as he and QUI-GON exit Anakin's hovel. SHMI stands in the doorway. ANAKIN pulls a handful of coins out of his pocket and gives them to KITSTER.

KITSTER There are so many of us who want you to stay, Annie... You're a hero.

ANAKIN I... (looks to Shmi) I... have to go.

QUI-GON has moved a short way down the street.



KITSTER Thank's for every moment you've been here. You're my best friend.

ANAKIN I won't forget.

ANAKIN hugs KITSTER and runs toward QUI-GON, then stops to look back at his mother standing in the doorway. He turns back to QUI-GON, then turns and runs back to his mother.

ANAKIN (starting to cry) I can't do it, Mom. I just can't.

SHMI hugs ANAKIN. QUI-GON watches from the distance. She kneels down and looks him in the face.

SHMI Annie, remember when you climbed the great dune in order to chase the Banthas away so they wouldn't be shot... Remember how you collapses several times, exhausted thinking you couldn't do it?

ANAKIN shakes his head.

SHMI This is one of those times when you have to do something you don't think you can do. I know how strong you are, Annie. I know you can do this...

ANAKIN Will I ever see you again?

SHMI What does your heart tell you?

ANAKIN I hope so...yes...I guess.

SHMI Then we will see each other again.

ANAKIN I.. will become a Jedi and I will come back and free you, Mom... I promise.

SHMI No matter where you are, my love will be with you. Now be brave, and don't look back... don't look back.

ANAKIN I love you so much.

SHMI hugs ANAKIN, then turns him around so he is facing QUI- GON, and off he marches, like the brave little trooper that he is. He marches right past QUI-GON, starring right ahead, tears in his eyes, determined not to look back.


The PROBE DROID beeps and whistles to DARTH MAUL. The SITH LORD gets on a speeder bike and follows the PROBE DROID into Mos Espa.


ANAKIN and QUI-GON exit WATTO'S and stop before JIRA'S fruit stand. ANAKIN hands JIRA some coins.

ANAKIN I've been freed, and I'm going away. Buy yourself a cooling unit with this... Otherwise I'll worry about you.

JIRA is astonished. She stares, not knowing what to say.

JIRA Can I give you a hug?


She gives him a hug.

JIRA I'll miss you, Annie... there isn't a kinder boy in the galaxy. You be careful...

ANAKIN runs to join QUI-GON, who has already started down the street. As they walk along together, QUI-GON notices something out of the corner of his eye. Suddenly, without breaking his stride, he ignites his laser sword, swing around, and lunges forward and cuts a lurking PROBE DROID in half. QUI-GON inspects the sparking and fizzing DROID.

ANAKIN What is it?

QUI-GON Probe droid. Very unusual... not like anything I've seen before.

Come on.

QUI-GON and ANAKIN start running.


QUI-GON and ANAKIN run toward the Naboo spacecraft. ANAKIN is having a hard time keeping up.

ANAKIN Master Qui-Gon,sir, wait!

QUI-GON turns to answer and sees a DARK-CLOAKED FIGURE bearing down on a speeder bike.

QUI-GON Anakin, drop!

ANAKIN drops to the ground just as DARTH MAUL sweeps over him. DARTH MAUL jumps off his speeder bike, and before he has hit the ground, the Sith Lord has swund a death blow with his laser sword that is barely blocked by QUI-GON.

ANAKIN picks himself up. The two galactic warriors, Sith and Jedi, are bashing each other with incredible blows. They move in a continual cloudof dust, smashing everything around them. This is a fierce fight. ANAKIN gets up, bewildered by the confrontation.

QUI-GON Annie, get to the ship! Take off! Go! Go!

QUI-GON struggles to fend off the relentless onslaught as ANAKIN races to the ship.


ANAKIN runs into the main hallway of the spaceship, where PADME and Capt. Panaka are working.

ANAKIN Qui-Gon's in trouble. He says to take off...now!!

CAPT. PANAKA Who are you?

PADME He's a friend.


Capt. Panaka, ANAKIN, and PADME rush into the cockpit where OBI-WAN and RIC OLIE are checking the hyperdrive.

CAPT. PANAKA Qui-Gon is in trouble, he says to take off!

PILOT I don't see anything.

OBI-WAN Over there! Fly low!

In the distance is a small cloud of dust.


QUI-GON and DARTH MAUL continue theirsword battle. Leaping over one another in an incredible display of acrobatics, the two warrios hear the ship fly over them a few feet off the ground. QUI-GON almost dissapears for a moment. Before DARTH MAUL knows what's happening, QUI-GON is on the spacecrat's ramp.


The SITH LORD immediately jumps onto the ramp after QUI-GON, but barely makes it. His heels hang over the edge of a forty- foot drop. QUI-GON swings his laser sword with all his might and knocks DARTH AMUL off the ramp and onto the desert floor. The ramp closes, and the Naboo craft rockets away, leaving the Sith Lord standing alone.


The sleek spacecraft rockets away from the planet Tatooine.


ANAKIN and OBI-WAN rush into the hallway to find QUI-GON collapsed on the floor opposite the entry. ARTOO is looking over him. The JEDI is breathing hard, wet with sweat and covered in dirt.

ANAKIN Are you all right?

QUI-GON I think so... that was a surpirse I wont soon forget.

OBI-WAN What was it?

QUI-GON I don't know... but he was well trained in the Jedi arts. My guess is he was after the Queen...

ANAKIN Do you think he'll follow us?

QUI-GON We'll be safe enough once we're in hyperspace, but I have no doubt he knows our destination.

ANAKIN What are we going to do about it?

OBI-WAN gives ANAKIN a "who are you?" look. ANAKIN returns an innocent stare.

QUI-GON We will be patient. Anakin Skywalker, meet Obi-Wan Kenobi.

ANAKIN Pleased to meet you. Wow! You're a Jedi too?

OBI-WAN gives the boy a skeptical look.


RIC OLIE pulls back on the hyperdrive. OBI-WAN, QUI-GON, and ANAKIN watch.

QUI-GON Let's hope this hyperdrive works and Watto didn't get the last laugh.

The stars streak outside the cockpit window.


The ship streaks into hyperspace.


SEVERAL FEDERATION DROIDS patrol a deserted city street. The Palace can be seen in the distance.


NUTE sits in a strange, mechanical walking chair, which approaches SIO BIBBLE and SEVERAL OTHER NABOO OFFICIALS. RUNE follows a few paces behind.


NUTE When are you going to give up this pointless strike? Your Queen is lost, your people are starving, and you, Governor, are going to die, much sooner than your people, I'm afraid. Take him away!

BIBBLE This invasion will gain you nothing. We're a democracy. The people have decided... They will not live under your tyranny.

BIBBLE is taken away as OOM-9 approaches NUTE.

OOM-9 My troops are in position to begin searching the swamps for these rumored underwater villages... they will not stay hidden for long.


The ship is asleep. The lights are dim as PADME walks into the main room.

She goes to a monitor and watches the BIBBLE plea recording. JAR JAR is stretched out on the floor, snoring. ARTOO is to one side, cooing as he rests.

PADME appears tired. She senses someone watching her and turns around with a start. She sees ANAKIN sitting in the corner, shivering and looking verydejected. She goes over to him. He looks up at her with tears in his eyes. He is holding his arms to keep himself warm.

PADME Are you all right?

ANAKIN It's very cold.

PADME gives him her over-jacket.

PADME You're from a warm planet, Annie. Too warm for my taste. Space is cold.

ANAKIN You seem sad.

PADME The Queen is...worried. Her people are suffering...dying. She must convince the Senate to intervene, or...I'm not sure what will happen.

ANAKIN I'm...I'm not sure what's going to happen to me. I dunno if I'll ever see you again.. (he pulls something from his pocket) I made this for you. Sou you'd remember me. I carved it out of a japor snippet... It will bring you good fortune.

ANAKIN hands a wooden pendant to PADME. She inspects it, then puts it around her neck.

PADME It's beautiful, but I don't need this to remember you. Many things will change when we reach the capital, Annie. My caring for you will always remain.

ANAKIN I care for you too. Only I...miss...

ANAKIN is disturbed about something. Tears are in his eyes.

PADME ...You miss your mother.

ANAKIN looks at her, unable to speak. She hugs him.


MOVE with the ship as it heads toward Coruscant.


The spacecraft dlies over the endlesscityscape of Coruscant, the capital of the galaxy.


ANAKIN looks out the cockpit window in awe.

RIC OLIE Coruscant...the capital of the Republic...the entire planet is one big city.

ANAKIN Wow! It's so huge!


The ship flies through the cityscape of Coruscant.


Supreme Chancellor VALORUM, SEVERAL GUARDS, and SENATOR PALPATINE stand on a landing platform.

The sleek Naboo spacecraft lands on the platform high above the street level of the galactic capital. The ramp lowers. OBI-WAN, QUI-GON, JAR JAR and ANAKIN descend the ramp first and bow before PALPATINE and VALORUM.

Capt. Panaka, TWO GUARDS, QUEEN AMIDALA, then PADME, RABE, EIRTAE, and MORE GUARDS descend the ramp. QUEEN AMIDALA stops before the group.

ANAKIN and JAR JAR stand to one side, looking at the huge city. PADME smiles at ANAKIN. PALPATINE bows before the Queen.

PALPATINE It is a great gift to see you alive, Your Majesty. May I present Supreme Chancellor Valorum.

VALORUM Welcome, Your Highness. It is an honor to finally meet you in person. I must relay to you how distressed everyone is over the currant situation. I've called for a special session of the Senate to hear your position.

AMIDALA I am grateful for your concern, Chancellor.

PALPATINE starts to lead QUEEN AMIDALA and her RETINUE off the platform toward a waiting air taxi.

PALPATINE There is a question of precedure, but I feel confident we can overcome it...

JAR JAR and ANAKIN start to follow, then stop, noticing that OBI-WAN and QUI-GON are staying with the SUPREME CHANCELLOR. QUEEN AMIDALA waves to the duo to follow her. ANAKIN looks back to QUI-GON, and he nods to go ahead.

ANAKIN and JAR JAR join the QUEEN, PALPATINE, PADME, RABE and EIRTAE in the taxi. PALPATINE gives the Gungan and the boy in the back of the taxi a skeptical look. JAR JAR leans over to ANAKIN.

JAR JAR Da Queens- a bein grossly nice, mesa tinks. (he looks around) Pitty hot!

VALORUM and the JEDI watch the taxi move off into the city.

QUI-GON I must speak with the Jei Council immediately, Your Honor. The situation has become more complicated.


QUEEN AMIDALA is sitting listening to PALPATINE. EIRTAE and RABE stand behind the QUEEN; PADME is nowhere to be sen. ANAKIN and JAR JAR are waiting in an adjoining room. They can see the Queen but cannot hear what is being said.

JAR JAR Dissen all pitty odd to my.

ANAKIN Don't look at me. I don't know what's going on.

Capt. Panaka enters, then goes into the room with QUEEN AMIDALA.


PALPATINE is pacing as Capt. Panaka enters. EIRTAE and RABE stand to one side.

PALPATINE ...the Republic is not what it once was. The Senate is full of greedy, squabbling delegates who are only looking out for themselves and their home sytems. There is no interest in the common good...no civility, only politics...its disgusting. I must be frank, Your Majesty, there is little chance the Senate will act on the invasion.

AMIDALA Chancellor Valorum seems to think there is hope.

PALPATINE If I may say so, Your Majesty, the Chancellor has little real power...he is mired down by baseless accusations of corruption. A manufactured scandal surrounds him. The bureaucrats are in charge now.

AMIDALA What options do we have?

PALPATINE Our best choice would be to push for the election of a stronger Supreme Chancellor. One who will take control of the bureaucrats, enforces the laws, and give us justice. You could call for a vote of no confidence in Chancellor Valorum.

AMIDALA He has been our strongest supporter. Is there any other way?

PALPATINE Our only other choice would to be to submit a plea to the courts...

AMIDALA There's no time for that. The courts take even longer to decide things than the Senate. Our people are dying, Senator...more and more each day. We must do something quickly to stop the Federation.

PALPATINE To be realistic, Your Highness, I'd say we're going to have to accept Federation control for the time being.

AMIDALA There is something I cannot do.


A unique building with it tall spires stands out against the Coruscant skyline. A small transport passes by the vast temple.


QUI-GON stands in a tall stately room. Twelve JEDI sit in a semi-circle. OBI-WAN stands behind QUI-GON in the center of the room.

The Senior Jedi is MACE WINDU. To his left is an alien Jedi named KI-ADI-MUNDI, and to his right, the Jedi Master, YODA.

QUI-GON ...my only conclusion can be that it was a Sith Lord.

MACE WINDU A Sith Lord?!?

KI-ADI Impossible! The Sith have been extinct for a millenium.

YODA The very Republic is threatened, if involved the Sith are.

MACE WINDU I do not believe they could have returned without us knowing.

YODA Hard to see, the dark side is. Discover who this assassin is, we must.

KI-ADI I sense he will reveal himself again.

MACE WINDU This attack was with purpose, that is clear, and I agree the Queen is the target.

YODA With this Naboo queen you must stay, Qui-Gon. Protect her.

MACE WINDU We will use all our resources here to unravel this mystery and discover the identity of your attacker... May the Force be with you.

YODA May the Force be with you.

OBI-WAN turns to leave, but QUI-GON continues to face the Council.

YODA Master Qui-Gon more to say have you?

QUI-GON With your permission, my Master. I have encountered a vergence in the Force.

YODA A vergence, you say?

MACE WINDU Located around a person?

QUI-GON A boy... his cells have the highest concentration of midi-chlorians I have seen in a life form. It is possible he was conceived by the midi-chlorians.

MACE WINDU You're referring to the prophesy of the one who will bring balance to the Force...you believe it's this boy??

QUI-GON I don't pressume...

YODA But you do! Rrevealed your opinion is.

QUI-GON I request the boy be tested.

The JEDI all look to one another. They nod and turn back to OBI-WAN and QUI-GON.

YODA Trained as a Jedi, you request for him?

QUI-GON Finding him was the will of the Force...I have no doubt of that.

There is too much happening here...

MACE WINDU Bring him before us, then.

YODA Tested he will be.


Anakin, tentative, walks down one of the long hallways in Senator Palpatine's quarters. He stops before a dor that is flanked by TWO GUARDS.

GUARD May I help you, son?

ANAKIN I'm...I'm looking for the handmaiden, Padme.

The GUARD speaks into his comlink as ANAKIN looks around a bit nervously.

GUARD The boy is here to see Padme.

RABE Send him in.

The doors open, and ANAKIN enters the Queen's quarters.

RABE greets ANAKIN as TWO OTHER HANDMAIDENS come and go into the next room.

ANAKIN I'd like to speak with Padme, if I could.

RABE I'm sorry, Annie. Padme is not here right now.

The Queen speaks out in the next room.

AMIDALA (O.S.) Who is it?

RABE Anakin Skywalker, to see Padme, Your Highness.

The QUEEN moves into the doorway and studies ANAKIN. ANAKIN bows and looks down, then takes a peek at her.

AMIDALA I've sent Padme on an errand.

ANAKIN I'm going to the Jedi temple to start my training, I hope.

The QUEEN just stares at him.

ANAKIN I may not see her again... and... I just wanted to say goodbye.

AMIDALA We will tell her for you. We're sure her heart goes with you.

ANAKIN bows again.

ANAKIN Thank you, Your Highness. I'm sorry to have disturbed you.

The QUEEN dissapears behind the doorway, and ANAKIN exits.


A large, distinctive looking domed building stands out amid the cityscape of Coruscant.


The Senate chambers are huge. Thousands of SENATORS and their AIDES sit in the circular assembly area. CHANCELLOR VALORUM sits in an elevated area in the center. Hindreds of AIDES and DROIDS hurry about. SENATOR PALPATINE, QUEEN AMIDALA, EIRTA, RABE, and Capt. Panaka sit in the Naboo congressional box, which is actually a floating platform. PALPATINE leans over to the QUEEN.

PALPATINE If the Federation moves to defer the motion...Your Majesty, Ibeg of you to ask for a resolution to end this congressional session.

AMIDALA I wish I had your confidence in this, Senator.

PALPATINE You must force a new election for Supreme Chancellor... I promise you there are many who will support us... it is our best chance... Your Majesty, our only, chance.

AMIDALA You truely believe Chancellor Valorum will not bring our motion to a vote?

PALPATINE He is distracted...he is afraid. He will be of no help.

VALORUM The Chair recognizes the Senator from the sovereign system of Naboo.

The Naboo congressional box floats into the center.

PALPATINE Supreme Chancellor, delegates of the Senate. A tragedy has occured on our peaceful system of Naboo. We have become caugt in a dispute you're all well aware of, which began right here with the taxation of trade routes, and has now engulfed our entire planet in the oppresion of the Trade Federation.

A second box rushes into the center of the Senate. It is filled with Federation trade barons led by LOTT DOD, the Senator for the Federation.

LOTT DOD This is outrageous! I object to the Senator's statements!

VALORUM The Chair does not recognize the Senator from the Trade Federation at this time. Please return to your station.

LOTT DOD reluctantly moves back to his place.

PALPATINE To state our allegations, I present Queen Amidala, the recently elected ruler of Naboo, to speak on our behalf.

QUEEN AMIDALA stands and addresses the assembly. There is some applause.

AMIDALA Honorable representatives of the Republic, distinguished delegates, and Your Honor Supreme Chancellor Valorum, I come to you under the gravest of circumstances. The Naboo system has been invaded by force. Invaded...against all the laws of the Republic by the Droid Armies of the Trade...

LOTT DOD I object! There is no proof. This is incredible. We recommend a commision be sent to Naboo to assertain the truth.

VALORUM Overruled.

LOTT DOD Your Honor, you cannot allow us to be condemned without reasonable observation. It's against all the rules of procedure.

A third box representing Malastare moves into the center of the room. AKS MOE, the Ambassador, addresses the convention.

AKS MOE The Congress of Malastare concurs with the honorable delegate from the Trade Federation. A commision must be appointed...that is the law.

VALORUM The point...

VALORUM confers with several of his AIDES and VICE CHAIRMAN MAS AMEDDA.

PALPATINE whispers something to the QUEEN.

PALPATINE Enter the bureaucrats, the true rulers of the Republic, and on the payroll of the Trade Federation, I might add. This is where Chancellor Valorum's strength will dissapear.

VALORUM The point is conceded...Section 523A take precedence here. Queen Amidala of the Naboo, will you defer your motion to allow a commission to explore the validity of your accusations?

QUEEN AMIDALA is angry but remains composed.

AMIDALA (angrily) I will not defer... I have come before you to resolve this attack on our sovereignty now. I was not elected to watch my people suffer and die while you discuss this invasion in a committee. If this body is not capable of action, I suggest new leadership is needed. I move for a "vote of no confidence"...in Chancellor Valorum's leadership.

VALORUM What?...No!

This causes a great stir in the assembly. A loud mumur cresendos into a roar of approval and jeers. CHANCELLOR VALORUM is stunned and stands speechless. His Vice Chair, MAS AMEDDA, takes over.

MAS AMEDDA Order! We shall have order...

Things settledown a little. The Federation box settles next to AMIDALA.

PRINCE BAIL ORGANA moves his box into the arena.

BAIL ORGANA Alderaan seconds the motion for a vote of no confidence in Chancellor Valorum.

MAS AMEDDA The motion has been seconded by Bail Organa of Alderaan.

MAS AMEDDA turns to the confused VALORUM, and whispers something to him.

BAIL ORGANA There must be no delays. The motion is on the floor and must be voted upon in this session.

LOTT DOD The Trade Federation moves the motion be sent to the procedures committee for study.

The assembly begins to chant. VALORUM talks to MAS AMEDDA.

ASSEMBLY Vote now! Vote now! Vote now!

PALPATINE stands next to AMIDALA.

PALPATINE You see, Your Majaesty, the tide is with us... Valorum will be voted out, I assure you, and they will elect in a new Chancellor, a strong Chancellor, one who will not let our tragedy continue...

MAS AMEDDA The Supreme Chancellor requests a recess. Tomorrow we will begin the vote.

The Federation delegation is furious. VALORUM turns to PALPATINE.

VALORUM Palpatine, I thought you were my ally...my friend. You have betrayed me! How could you do this?


OBI-WAN and QUI-GON stand outside the palace on a balcony.

OBI-WAN The boy will not pass the Council's tests, Master, and you know it. He is far too old.

QUI-GON Anakin will become A Jedi... I promise you.

OBI-WAN Don't defy the Council, Master..not again.

QUI-GON I will do what I must.

OBI-WAN Master, you could be sitting on the Council by now if you would just follow the code. They will not go along with you this time.

QUI-GON You still have much to learn, my young apprentice.


ANAKIN stands before the TWELVE JEDI. MACE WINDU holds a small hand-held viewing screen. In rapid succession, images flash across the screen.

ANAKIN A ship...a cup...a speeder.

MACE WINDU turns the viewing screen off and nods toward YODA.

YODA Good, good, young one. How feel you?

ANAKIN Cold, sir.

YODA Afraid are you?

ANAKIN No, sir.

MACE WINDU Afraid to give up your life?

ANAKIN I don't think so.

ANAKIN hesitates for a moment.

YODA See through you, we can.

MACE WINDU Be mindful of your feelings...

KI-ADI YOur thoughts dwell on your mother.

ANAKIN I miss her.

YODA Afraid to lose her..I think.

ANAKIN (a little angry) What's that got to do with anything?

YODA Eveything. Fear is the path to the dark side... fear leads to anger... anger leads to hate.. hate leads to suffering.

ANAKIN (angrily) I am not afraid!

YODA A Jedi must have the deepest commitment, the most serious mind. I sense much fear in you.

ANAKIN (quietly) I am not afraid.

YODA Then continue, we will.


QUEEN AMIDALA is standing, staring out the window, with JAR JAR. The lights of the city shimmer before them. EIRTAE and SABE stand near the door. JAR JAR turns to face the QUEEN and sees her sadness.

JAR JAR Mesa wonder why da guds invent pain?

AMIDALA To motivate us, I imagine...

JAR JAR Yousa tinken yousa people ganna die?

AMIDALA I don't know.

JAR JAR Gungans ganna get pasted too, eh?

AMIDALA I hope not.

JAR JAR Gungans do die'n without a fight.... wesa warriors. Wesa gotta grand army. Dat why you no liken us, metinks.

PALPATINE and Capt. Panaka rush into the rom and bow before the QUEEN.

CAPT. PANAKA Your Highness, Senator Palpatine has been nominated to succeed Valorum as Supreme Chancellor.

PALPATINE A surprise, to be sure, but a welcome one. I promise, Your Majesty, if I am elected, I will bring democracy back to the Republic. I will put an end to corruption. The Trade Fedreation will lose its influence over the bureaucrats, and our people will be freed.

AMIDALA Who else can be nominated?

CAPT. PANAKA Bail Antilles of Alderaan and Ainlee Teem of Malastare.

PALPATINE I feel confident...our "situation" will create a strong sympaphy vote for us... I will be Chancellor, I promise you.

AMIDALA I fear by the time you have control of the bureaucrats, Senator, there will be nothing left of our cities, our people, our way of life...

PALPATINE I understand your concern, Your Majesty; unfortunately, the Federation has possession of our planet. The law is in their favor.

AMIDALA With the Senate in transition, there is nothing more I can do here...Senator, this is your arena. I feel I must return to mine. I have decided to go back to Naboo. My place is with my people.

PALPATINE Go back!! But, Your Majesty, be realistic! You would be in danger. They will force you to sign the treaty.

AMIDALA I will sign no treaty, Senator. My fate will be no different from that of our people. Captain!

CAPT. PANAKA Yes, Your Highness?

AMIDALA Ready my ship!

CAPT. PANAKA Please, Your Majesty, stay here...where it's safe.

AMIDALA No place is safe, if the Senate doesn't condemn this invasion. It is clear to me now that the Republic no longer functions as a democracy. If you win the election, Senator, I know you will do everything possible to stop the Federation. I pray you will bring sanity and compassion back to the Senate.

AMIDALA and her RETINUE exit the room. PALPATINE has a self- satisfied smile on his face.



YODA ...Correct you were, Qui-Gon.

MACE WINDU His cells contain a high concentration of midi-chlorians.

KI-ADI The Force is strong with him.

QUI-GON He's to be trained, then.

The COUNCIL MEMBERS look to one another.

MACE WINDU No. He will not be trained.

ANAKIN is crestfallen; tears begin to form in his eyes.

QUI-GON No??!!

OBI-WAN smiles.

MACE WINDU He is too old. There is already too much anger in him.

QUI-GON He is the chosen one...you must see it.

YODA Clouded, this boy's future is. Masked by his youth.

QUI-GON I will train him, then. I take Anakin as my Padawan learner.

OBI-WAN reacts with surprise. ANAKIN watches with interest.

YODA An apprentice, you have, Qui-Gon. Impossible, to take on a second.

MACE WINDU We forbid it.

QUI-GON Obi-Wan is ready...

OBI-WAN I am ready to face the trials.

YODA Ready so early, are you? What know you of ready?

ANAKIN watches as QUI-GON and OBI-WAN exchange angry looks.

QUI-GON Headstrong....and he has much to learn about the living Force, but he is capabe. There is little more he will learn from me.

YODA Our own council we will keep on who is ready. More to learn, he has...

MACE WINDU Now is not the time for this...the Senate is voting for a new Spreme Chancellor. Queen Amidala is returning home, which will put pressure on the Federation, and could widen the confrontation.

YODA And draw out the Queen's attacker.

KI-ADI Events are moving fast...too fast.

MACE WINDU Go with the Queen to Naboo and discover the identity of the dark warrior. That is the clue we need to unravel this mystery of the Sith.

YODA Young Skywalker's fate will be decided later.

QUI-GON I brought Anakin here; he must stay in my charge. He has nowhere else to go.

MACE WINDU He is your ward, Qui-Gon...we will not dispute that.

YODA Train him not. Take him with you, but train him not!

MACE WINDU Protect the Queen, but do not intercede if it comes to war until we have the Senate's approval.

YODA May the Force be with you.



QUI-GON, OBI-WAN, and ANAKIN stand on the landing platform outside the ship. ARTOO whistles a happy tune as he leans over the edge of the platform, watching the traffic. Suddenly, he leans over too far and falls overboard. After a moment, he reappears, using his on-board jets to propel himself back onto the landing platform. The wind whips at ANAKIN as he listens to the JEDI.

OBI-WAN It is not disrespect, Master, it is the truth.

QUI-GON From your point of view....

OBI-WAN The boy is dangerous...they all sense it. Why can't you?

QUI-GON His fate is uncertain, not dangerous. The Council will decide Anakin's future...that should be enough for you. Now get on board!

OBI-WAN reluctantly boards the Naboo spacecraft followed by ARTOO. QUI-GON goes over to ANAKIN.

ANAKIN Master Qui-Gon, sir, I do not wish to be a problem.

QUI-GON You won't be, Annie....I'm not allowed to train you, so I want you to watch me and be mindful...always remember, your focus determines your reality. Stay close to me and you will be safe.

ANAKIN Master, sir... I've been wondering... what are midi-chlorians?

QUI-GON Midi-chlorians are a microcopic lifeform that reside within all living cells and communicates with the Force.

ANAKIN They live inside of me?

QUI-GON In your cells. We are symbionts with the midi-chlorians.

ANAKIN Symbionts?

QUI-GON Life forms living together for mutual advantage. Without the midi-chlorians, life could not exist, and we would have no knowledge of the Force. They continually speak to you, telling you the will of the Force.

ANAKIN They do??

QUI-GON When you learn to quiet your mind, you will hear them speaking to you.

ANAKIN I don't understand.

QUI-GON With time and training, Annie...you will.

Two taxis pull up, and Capt. Panaka, SENATOR PALPATINE, TWENTY OR SO TROOPS, GUARDS, and OFFICERS walk briskly toward the ship, followed by QUEEN AMIDALA, PADME, EIRTAE, and finally, JAR JAR. AMIDALA and her HANDMAIDENS stop before the JEDI.

QUI-GON Your Highness, it is our pleasure to continue to serve and protect you.

AMIDALA I welcome your help. Senator Palpatine fears the Federation means to destroy me.

QUI-GON I promise you, I will not let that happen.

AMIDALA enters the ship, followed by her HANDMAIDENS. JAR JAR hugs QUI-GON and ANAKIN.

JAR JAR Wesa goen home!

They ALL move onto the ship. The ship takes off.


NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

DARTH SIDIOUS The Queen is on her way to you. I regret she is of no further use to us. When she gets there, destroy her.

NUTE Yes, my Lord.

DARTH SIDIOUS Viceroy, is the planet secure?

NUTE Yes, my Lord, we have taken over the last pockets of primitive life forms. We are in complete control of the planet now.

DARTH SIDIOUS Good. I will see to it that in the Senate, things stay as they are. I am sending Darth Maul to join you. He will deal with the Jedi.

NUTE Yes, my Lord.

DARTH SIDIOUS fades off.

RUNE A Sith lord here with us?!!


ANAKIN stands next to the PILOT, RIC OLIE, pointing to various buttons and gauges.

ANAKIN ...and that one?

RIC OLIE The forward stabalizer.

ANAKIN And those control the pitch?

RIC OLIE You catch on pretty quick.


SABE and EIRTAE stand behind QUEEN AMIDALA as she talks with QUI-GON and Capt. Panaka. OBI-WAN and JAR JAR watch.

CAPT. PANAKA The moment we land the Federation will arrest you, and force you to sign the treaty.

QUI-GON I agree... I'm not sure what you hope to accomplish by this.

AMIDALA I'm going to take back what's ours.

CAPT. PANAKA There are only twelve of us, Your Highness....we have no army.

QUI-GON I cannot fight a war for you, Your Highness, only protect you.

AMIDALA Jar Jar Binks!

JAR JAR looks around, puzzled.

JAR JAR Mesa, Your Highness?

AMIDALA Yes. I need your help.


The Naboo Cruiser heads toward the lush green planet. There is only one Federation battle cruiser orbiting. OBI-WAN and Capt. Panaka spot it on the view screen.

PANAKA The blockade's gone.

OBI-WAN The war's over...No need for it now.

RIC OLIE I have one battleship on my scope.

OBI-WAN A droid control ship.

PANAKA They've probably spotted us.

OBI-WAN We haven't much time.


The QUEEN, Capt. Panaka, TROOPS, and HANDMAIDENS get ready to disembark as the ship alnds. The elevator door slides open, and ANAKIN emerges into the hold area. He see PADME and run up to her.

ANAKIN Hi! Where have you been?

PADME Annie! What are you doing here?

ANAKIN I'm with Qui-Gon... but... they're not going to let me be a Jedi. I'm too old.

PADME This is going to be dangerous, Annie.

ANAKIN Is it? I can help... Where are we going?

PADME To war, I'm afraid. The Queen has had to make the most difficuld decision of her life. She doesn't believe in fighting, Annie. We are a peaceful people...

ANAKIN I want to help...I'm glad you're back.

ANAKIN smiles. PADME smiles back.


The Naboo spacecraft has landed in the Gungan swamp. TROOPS unload the ships in the background as OBI-WAN approaches QUI- GON.

OBI-WAN Jar Jar is on his way to the Gungan city, Master.

QUI-GON's thoughts are elsewhere.


OBI-WAN and QUI-GON stand silently for a moment.

OBI-WAN Do you think the Queen's idea will work?

QUI-GON The Gungans will not easily be swayed, and we cannot use our power to help her.

OBI-WAN I'm... I'm sorry for my behavior, Master. It is not my place to disagree with you about the boy. I am grateful you think I am ready for the trials.

QUI-GON looks at him for a long moment.

QUI-GON You have been a good apprentice. You are much wiser than I am, Obi-Wan. I foresee you will become a great Jedi Knight.


JAR JAR swims down into Bubble City.


JAR JAR enters the main square of the bubble city. He stands, stunned, in amazement and fear. He is nervous and shaking.

JAR JAR Ello! Where das everybody?

The plaza is empty. He notices that many of the buildings are shot up as if there had been a battle of some kind.


JAR JAR exits the swamp lake and walks over to QUEEN AMIDALA, Capt. Panaka, OBI-WAN, and QUI-GON. PADME, EIRTAE, RABE, ANAKIN, and ARTOO, FOUR PILOTS, and EIGHT GUARDS stand in the background near the starship.

JAR JAR Dare-sa nobody dare. All gone. Some kinda fight, I tink. Sorry, no Gungas...no Gungas.

CAPT. PANAKA Do you think they have been taken to camps?

OBI-WAN More likely they were wiped out.

JAR JAR No... mesa no tink so. Gungan hiden. When in trouble, go to sacred place. Mackineeks no find them dare.

QUI-GON Do you know where they are?


The GROUP follows JAR JAR as he moves through the swamp. JAR JAR stops and sniffs the air. The GROUP stop behind him.

JAR JAR Dissen it.

JAR JAR makes a strange chattering noise. Suddenly, out of nowhere, CAPTAIN TARPALS and SIX OTHER GUNGAN TROOPS riding on KAADUS emerge from the brush.

JAR JAR Heyo-dalee, Captain Tarpals.

CAPT. TARPALS Binks!! Noah gain!

JAR JAR We comen to see da boss.

CAPTIAN TARPALS rolls his eyes.

CAPT. TARPALS Ouch time, Binks... Ouch time for all-n youse.



EIRTAE, and the rest of her group are led through a clearing full of GUNGAN refugees. At the far end are the ruins of a grand temple with massive carved heads. BOSS NASS and several other COUNCIL MEMBERS walk out on the top of a three-quarter- submerged head.

BOSS NASS Jar Jar, yousa payen dis time. Who's da uss-en others??

QUEEN AMIDALA steps forward. Capt. Panaka and the JEDI stand behind her.

AMIDALA I am Queen Amidala of the Naboo...I come before you in peace.

BOSS NASS Naboo biggen. Yousa bringen da Mackineeks... Dya busten uss-en omm. Yousa all bombad. Yousa all die'n, mesa tink.

Capt. Panaka and HALF A DOZEN GUARDS and PILOTS look around nervously, and the GUNGAN TROOPS lower their long power poles. The JEDI stay relaxed.

ANAKIN watches everything with great interest.

AMIDALA We wish to form an alliance...

Suddenly, PADME steps forward.

PADME Your Honor...

ARTOO whistles a quiet "uh oh."

BOSS NASS Whosa dis?

PADME I am Queen Amidala (points to Queen) This is my decoy... my protection... my loyal bodyguard.

ANAKIN is stunned. OBI-WAN and QUI-GON give each other a knowing look.

PADME ...I am sorry for my deception, but under the circumstances it has become necessary to protect myself. Although we do not always agree, Your Honor, our two great societies have always lived in peace...until now. The Trade Federation has destroyed all that we have worked so hard to build. You are in hiding, my people are in camps. If we do not act quickly, all will be lost forever...I ask you to help us...no, I beg you to help us.

PADME drops to her knees and prostrates herself before BOSS NASS. There is a gasp from Capt. Panaka, HIS TROOPS, and the HANDMAIDENS.

PADME We are your humble servants...our fate is in your hands.

Slowly, Capt. Panaka and his TROOPS bow down before the GUNGAN COUNCIL. Then the HANDMAIDENS, ANAKIN, and finally the JEDI. The GUNGANS are puzzled by this. BOSS NASS begins to laugh.

BOSS NASS Yousa no tinken yousa greater den da Gungans.. Mesa like dis. Maybe wesa bein friends.


NUTE, RUNE, and DARTH MAUL walk with a hologram of DARTH SIDIOUS.

NUTE ...we've sent out patrols. We've already located their starship in the swamp... It won't be long, My Lord.

DARTH SIDIOUS This is an unexpected move for her. It's too aggresive... Lord Maul, be mindful.

DARTH MAUL Yes, my Master.

DARTH SIDIOUS Be patient... Let them make the first move.


A GUNGAN SENTRY sits on top of the ancient temple heah, searching the landscape with a pair of electrobinoculars. He sees something and yells down to ANAKIN at the foot of the statue.


ANAKIN All right. They're here!

ANAKIN yells and runs over to PADME and the JEDI, who are discussing a battle plan with FIVE GUNGAN GENERALS. SABE and EIRTAE stand nearby. BOSS NASS puts his arm around JAR JAR.

BOSS NASS Yousa doen grand. Jar Jar bringen da Naboo together.

JAR JAR Oh, no, no, no...

BOSS NASS So, wesa maken yousa Bombad General.

JAR JAR General??! Oh, no..

JAR JAR's eyes roll back, his tongue flops out and he faints.

FOUR SPEEDERS pull up to the GROUP. Capt. Panaka and a DOZEN OR SO GUARDS and PILOT pile out and join the group.

PADME What is the situation?

CAPT. PANAKA Almost everyone's in camps. A few hundred police and guards have formed an underground movement. I brought as many of the keaders as I could. The Federation Army's also much larger than we thought, and much stronger. Your Highness, this is a battle I do not think we can win.

PADME The battle is a diversion. The Gungans must draw the Droid Army away from the cities. We can enter the city using the secret passages on the waterfall side. Once we get to the main entrance, Capt. Panaka will create a diversion, so that we can enter the palace and capture the Viceroy. Without the Viceroy, they will be lost and confused.

QUI-GON and OBI-WAN look on with interest.

PADME What do you think, Master Jedi?

QUI-GON The Viceroy will be well guarded.

CAPT. PANAKA The difficulty's getting into the throne room. Once we're inside, we shouldn't have a problem.

QUI-GON There is a possibility with this diversion many Gungans will be killed.

BOSS NASS Wesa ready to do are-sa part.

JAR JAR smiles a very worried and sheepish grin. ANAKIN watches with interest, as does ARTOO.

PADME We have a plan which should immobilize the Droid Army. We will send what pilots we have to knock out the Droid control ship which is orbiting the planet. If we can get past their rayshields, we can sever communication and their droids will be helpless.

QUI-GON A well-conceived plan. However, there's great risk. The weapons on your fighters may not penetrate the shields on the control ship.

OBI-WAN And there's an even bigger danger. If the Vicroy escapes, Your Highness, he will return with another droid army.

PADME That is why we must not fail to get to the Viceroy. Everything depends on it.


NUTE, RUNE, DARTH MAUL, OOM-9, and a hologram of DARTH SIDIOUS walk through the throne room.

DARTH SIDIOUS ...she is more foolish than I thought.

NUTE We are sending all available troops to meet this army of hers assembling near the swamp. It appears to be made up of primitives. We do not expect much resistance.

OOM-9 I am increasing security at all Naboo detention camps.

DARTH MAUL I feel there is more to this, My Master. The two Jedi may be using the Queen for their own purposes.

DARTH SIDIOUS The Jedi cannot become involved. They can only protect the Queen. Even Qui-Gon Jinn will not break that conenant.... This will work to our advantage...

NUTE I have your approval to proceed then, My Lord.

DARTH SIDIOUS Proceed. Wipe them put...all of them.


All is peaceful. SMALL CRITTERS drink out of a large swamp lake. Suddenly there is a disturbance in the middle of the lake. A rush of bubbles, then a GUNGAN SOLDIER riding a KAADU emerges from the water, followed by SEVERAL OTHERS. FROGS and OTHER LITTLE ANIMALS flee in all directions as the GUNGAN ARMY marches through the swamp. The KAADU shake themselves off as they exit the lake. When JAR JAR's KAADU shakes off, JAR JAR falls off.

SOLDIERS on huge, lizard-like FAMBAAS with large shield generators mounted on their backs follow the marching WARRIORS. The GUNGAN ARMY heads out of the swamp and onto the rolling grassy hills.

HUNDREDS OF GUNGAN WARRIORS march in lon lines toward the horizon.

Federation tanks move up to a ridge and stop. In the distance they see the GUNGAN ARMY marching toward them. The GUNGAN GENERAL CEEL sees the tanks on the ridge and orders a halt. The GUNGANS are spread out in a large line.

JAR JAR is nervous. GENERAL CEEL signals to the shield operators.

GENERAL CEEL Energize the shields.

A red ray shoots out of the generator and blasts into a large dish on the back of a second FAAMBA and spreads like an umbrella over the assembled WARRIORS.


PADME, followed by EIRTAE, OBI-WAN, QUI-GON, ANAKIN, and ARTOO, stealthily makes her way toward the entrance to the main hanger. They are followed by about TWENTY NABOO GUARDS, PILOTS, and TROOPS. They stop, and PADME uses a small red laser light to signal across the plaza to Capt. Panaka, RABE and TWENTY OTHER ASSORTED NABOO TROOPS. They signal back. QUI-GON leans over to ANAKIN.

QUI-GON Once we get inside, Annie, you find a safe placeto hide and stay there.


QUI-GON And stay there!

DROID TROOPS mill about the tank-filled plaza. At the far end of the plaza, SEVERAL DROIDS begin to run and fire. NABOO SOLDIERS begin to fire back at the BATTLE DROIDS.

As the ruckus erupts at one end of the plaza, PADME and her TROOPS rush into the main hanger. Capt. Panaka and HIS SOLDIERS continue to engage the DROIDS outside.


ALARMS ARE SOUNDING a PADME, the JEDI, ANAKIN, EIRTAE, and PADME's TROOPS rush into the hanger. BATTLE DROIDS begin firing at them as they run for cover. ANAKIN runs under a Naboo fighter. The JEDI deflect bolts aimed at PADME back onto the BATTLE DROIDS, causing them to EXPLODE.


NUTE, RUNE, and FOUR COUNCIL MEMBERS watch the plaza battle on a large view screen.

NUTE I thought the battle was going to take place far from here...this is too close!

RUNE What is going on?

DARTH MAUL enters the throne room.

DARTH MAUL I told you there was more to this... the Jedi are involved.


The Federation tanks begin to fire on the GUNGANS, but they are protected by their energy shield. The tanks stop firing, and the GUNGANS CHEER, until they see the doors to the massive transports open, and racks of BATTLE DROIDS are pulled out and lined up by a squad of STAPS.

The BATTLE DROIDS reconfigure into their standing position. The GUNGANS get ready for an attack. OOM-9 gives the command to move forward, and THOUSANDS OF DROIDS march toward the GUNGANS.

The GUNGANS power up their weapons. The DROIDS slowly march through the protective shield and start firing. The GUNGANS throw their power poles and fling small balls of energy with slingshots. The WARRIORS dump large balls of energy into mortars that heat up and fire the energy goo onto the BATTLE DROIDS, causing them to short out.

The battle rages and the GUNGANS defend their shield generators against the ARMY OF DROIDS. OOM-9 watches from a tank on a hill overlooking the battle.


ANAKIN hides behind one of the Naboo fighters, ducking as large bolts whiz past and EXPLODE near him. PADME and the TWO JEDI destroy BATTLE DROIDS right and left. The QUEEN'S TROOPS and EIRTAE also blast away at the DROIDS. PADME signals to her pilots.

PADME Get to your ships!

The PILOTS and ARTOO UNITS run for the Naboo fighter craft stacked in the hanger bay. ONE OF THE PILOTS jumps into a fighter right above where ANAKIN is hiding.

FIGHTER PILOT Better find a new hiding place, kid. I'm taking this ship.

The ship begins to levitate out of the hanger. BATTLE DROIDS fire at it as it falls in behind five other fighters. ARTOO whistles to ANAKIN from a second fighter not far away. ANAKIN runs and jumps into the second fighter to hide.


Two Naboo starfighters exit the main hanger. A tank fires at them, hitting one of them, which causes it to pinwheel into the ground and EXPLODE.


Capt. Panaka, SABE and NABOO TROOPS rush into the hanger and overwlm the few remaining BATTLE DROIDS. PADME, OBI-WAN, and QUI-GON join forces with Capt. Panaka.

PADME My guess is the Viceroy is in the throne room.

She looks to QUI-GON.

QUI-GON I agree.

They start to head for the exit, on the way passing the fighter where ANAKIN is hiding. ARTOO whistles a greeting as ANAKIN peeps out of the cockpit.

ANAKIN Hey! Wait for me.

QUI-GON No, Annie, you stay there. Stay right where you are.

ANAKIN But, I...

QUI-GON Stay in that cockpit.

They head for the exit. As they are about to go through the door, suddenly everyone scatters, revealing DARTH MAUL standing in the doorway. Capt. Panaka, PADME, and HER TROOPS back away. QUI-GON and OBI-WAN step forward.

QUI-GON We'll handle this...

The TWO JEDI take off their capes and ignite their laser swords. DARTH MAUL takes off his cape, and ignites his laser sword. Both ends of the sword light up.

At the far end of the hanger, SIX WHEEL DROIDS roll in and transform into their battle position. ARTOO calls ANAKIN's attention to the DROIDS. The JEDI begin to fight the Sith Lord.

ANAKIN Oh, no...

The DROIDS begin to advance and start firing on PADME and HER TROOPS.

ANAKIN We gotta do something, Artoo.

ARTOO whistles a reply. Suddenly, the ship's systems go on, and the ship begins to levitate.

ANAKIN All right, thanks Artoo! Great idea! I'll take over. Let's see...

ANAKIN steers the ship toward the DROIDS. He pushes a button, and the ship begins to shake.

ANAKIN Where's the trigger? Oops, wrong one.. Maybe this one....

ANAKIN pushes a second button, and the lasers begin to fire, wiping out several DESTROYER DROIDS. ARTOO whistles a cheer.

ANAKIN Yeah, all right. "Droid blaster." Yeah!

The JEDI are engaged in a fierce sword fight with DARTH MAUL. They have moved into the center of the hanger. While the WHEEL DROIDS are momentarily distracted by ANAKIN, Capt. Panaka, PADME, and HER TROOPS exit into a palace hallway.

The WHEEL DROIDS start firing at ANAKIN. There are EXPLOSIONS all around him.

ANAKIN Oops...shield up! Always on the right...shields always on the right.

ANAKIN flips several switches, and the after-burner ignites.

ANAKIN I know we're moving. I'll shut the energy drive down.

The fighter rockets out of the hanger. ARTOO and ANAKIN hold on for dear life.

ANAKIN Oops!! Wrong one.

ARTOO beeps.

ANAKIN I'm not doing anything!

ARTOO beeps.

ANAKIN I know...I didn't push anything.

The SITH LORD's moves are incredible. He is fighting the TWO JEDI at once, flipping into the air, outmaneuvering them at every turn.


The Naboo fleet leaves the planet and heads toward the space station.

RIC OLIE Bravo Flight A, take on the fighters. Flight B, make the run on the transmitter.

BRAVO TWO Roger, Bravo Leader.

The fleet approaches the space station. Many Federation fighters exit the hangers and attack.

RIC OLIE Enemy fighters straight ahead!


JAR JAR's clumsiness works for him in the battle. He gets caught up in the wiring of a blasted DROID, dragging the torso around with him, the DROID's gun firing randomly, accidently blasting SEVERAL DROIDS in one process.

OOM-9 decides to send in the WHEEL DROIDS and gives the signal. HUNDREDS OF WHEEL DROIDS roll out of the transports and head down toward the battle.

They slowly roll through the deflector shields, then transform themselves once they get on the other side. The GUNGANS blast the WHEEL DROIDS with energy balls. The DESTROYER DROIDS blast many GUNGANS.


A giant dogfight ensues. ANAKIN's fighter flies into space above Naboo.

ARTOO beeps a worried concern.

ANAKIN The Autopilot is searching for what other ships?

ARTOO beeps and whistles.

ANAKIN There is no manual override, Artoo. You'll have to rewire it or something.

ARTOO chirps that he's trying.

ANAKIN Look! There they are! That's where the autopilot is taking us.

ANAKIN's fighter flies toward the Federation Battleship.


The SITH LORD drives the JEDI out of the hanger and nto the power generator area next door.


Three swords are crossed in an intense display of swordmanship. The JEDI and the SITH LORD fight their way across the narrow bridge of the Theed power generator. DARTH MAUL jumps onto the bridge above them. The JEDI follow, one in front of the SITH LORD and one behind. They continue their sword fight.


PADME, Capt. Panaka, EIRTAE, SABE and THIER TROOPS are trapped in a hallway by BATTLE DROIDS.

PADME We don't have time for this, Captain.

CAPT. PANAKA Let's try the outside stairway.

Capt. Panaka blasts a hole in the window, and they make their way outside the building onto a ledge about six stories above a raging waterfall. SABE, EIRTAE and about TWENTY NABOO SOLDIERS stay in the hallway to hold off the BATTLE DROIDS.


PADME, Capt. Panaka, and about TEN OTHER NABOO SOLDIERS are lined up along the edge. They have pulled small attachments out of their pistols and fire at a ledge about four stories above them. Thin cables shoot out of the pistols and are embedded into the ledge. PADME, Capt. Panaka, and the OTHERS begin to climb up the wall.


The GUNGAN ARMY is no match for the DESTROYER DROIDS. JAR JAR tries to run from the BATTLE DROIDS.

GENERAL CEEL Retreat! Retreat!

The GUNGANS begin to turn and run, on foot, on their kaadu, and in wagons.

JAR JAR attempts to escape on a wagon of energy balls but only manages to unhitch the back gate, causing all of the energy balls to roll out of the wagon and down the hill. JAR JAR scrambles to avoid being hit by one of the balls. FOUR DESTROYER DROIDS aren't so lucky. They get blasted by the energy balls.

The GUNGANS renew their attack on the DROID ARMY. JAR JAR's bumbling destroys several more DESTROYER DROIDS.


ANAKIN finds himself in the middle of the space battle. A ship explodes behind him (over his left shoulder).

ANAKIN Whoo, boy! This is tense!

He looks forward to see enemy ships approaching head on.

ANAKIN Oops! Artoo, get us off Autopilot!

ARTOO screams a reply.

ANAKIN I've got control?

ANAKIN fips switches.

ANAKIN Okay, let's go left!

He moves the controls left and the ship responds, turning left.

ANAKIN Yes...I've got control. You did it, Artoo!

ARTOO beeps

ANAKIN Go back!?! Qui-Gon told me to stay in this cockpit and that's what I'm gonna do. Now c'mon!

An enemy fighter comes into his sights. ANAKIN pushes the controls and instead of firing, his fighter accelerates past the enemy ship.

ANAKIN Oops! Whoa!

Now the enemy ship is on his tail. He tries evasive maneauvers.

ANAKIN I'll try spinning, that's a good trick.

ANAKIN rolls the ship as ARTOO screams desperately.

ANAKIN I know we're in trouble! Hang on! The way out of this mess is the way we got into it.

ARTOO beeps a reply.

ANAKIN Which one? This one?

ANAKIN yanks on the reverse thrusters and the ship slows instantly- the enemy fighter shoots past and explodes against the space station.


The SQUADRON attacks the space station.

RIC OLIE Bravo flight...go for the central bridge.

BRAVO TWO Roger, Bravo Leader.

The attack is fruitless.

RIC OLIE Their deflector shield is too strong. We'll never get through it.

Meanwhile, ANAKIN is being chased by another fighter. ARTOO shrieks.

ANAKIN I know, Artoo! This isn't Podracing!

The enemy ship fires and hits ANAKIN's fighter, sending it into a spin.

ARTOO screams.

ANAKIN We're hit!

ANAKIN regains control as his ship enters the space station hanger.

ANAKIN Great gobs of bantha poo-doo!

ANAKIN's ship dodges parked transport ships and other obstacles. A huge bulkhead blocks his way. ARTOO beeps.

ANAKIN I'm trying to stop! I'm trying to stop! Whoa!

ANAKIN hits the reverse thrusters and the ship skids to a stop on the hanger deck. ARTOO givesout a worried whistle.

ANAKIN All right! All right! Get the system started!

ANAKIN ducks down to adjust a control panel.

ANAKIN Everything's overheated. All the lights are red.

ARTOO sees DROIDS appraoching, and beeps frantically.


The laser sword battle continues on the small catwalk around the vast power pit. DARTH MAUL kicks OBI-WAN off one of the ramps and he falls several levels. QUI-GON knocks the DARK LORD off another ramp, and he lands hard on a ramp two levels below. QUI-GON jumps down after him. The DARK LORD backs away along the catwalk into a small door. QUI-GON follows as OBI-WAN runs to catch up.


The SITH LORD, followed by QUI-GON, enters a long hallway filled with a series of deadly rays that go on and off in a pulsing pattern that shoots down the corridor every minute or so. DARTH MAUL makes it down several walls of deadly rays before they close. QUI-GON is one wall away from the DARK LORD. OBI-WAN is just starting into it and is five walls way from DARTH MAUL.

The JEDI must wait until the next pulse to advance down the corridor.

OBI-WAN is impatient and paces, waiting for the wall of rays to open.

QUI-GON sits and meditates. The SITH LORD tries to patch up his wounds.


A window in the hallway blasts apart. PADME, Capt. Panaka, and HER SOLDIERS climb into the hallway. They head for the door to the throne roo.

Suddenly, two DESTROYER DROIDS skitter in front of the door. PADME turns around and sees TWO MORE appear at the far end of the hallway, trapping them in the middle.

PADME throws down her pistol and turns to Capt. Panaka.

PADME Throw down your weapons. They win this round.

CAPT. PANAKA But we can't....

PADME Captain, I said throw down your weapons.

Capt. Panaka and HIS MEN throw down their weapons.


A DESTROYER DROID blasts one of the shield generators, causing it to EXPLODE. The protective shield begins to weaken and fall apart.OOM-9 sees the shield weaken and orders his tanks forward. The GUNGAN GENERAL signals a retreat as the tanks enter the battle.

The GUNGANS flee as fast as they can. JAR JAR is blown off his KAADU and lands on one of the tank guns. A GUNGAN WARRIOR signals JAR JAR to jump off. JAR JAR is afraid. The gun swings around trying to knock JAR JAR off.

JAR JAR hangs from the tank barrel as it moves along. Finally, he jumps onto a KAADU behind a GUNGAN WARRIOR. EXPLOSIONS from the tank fire are everywhere. It is chaos.


The electric rays cycle as QUI-GON sits meditating. The wall of the deadly rays turn away, and OBI-WAN starts running toward QUI-GON and the DARK LORD. When the wall between QUI- GON and DARTH MAUL opens, QUI-GON is in a split second fighting the DARK LORD with a ferocity not seen before. They move into the area at the end of the corridor called the melting pit, a small area that is mostly made up of a deep hole.

The electron ray gates begin to close. OBI-WAN tries to make it to the melting pit but is caught one gate short. He slides to a stop just before he hits the deadly electron field.

QUI-GON and DARTH MAUL battle around the melting pit as a frustrated OBI-WAN watches.

DARTH MAUL cathces QUI-GON off guard. The SITH makes a quick move, bashes his lightsaber handle into QUI-GON's chin, and runs him through. QUI-GON slumps to the floor in a heap.


The GUNGANS have beeb overrun. Some flee into the hills, chased by BATTLE DROIDS on STAPS. Many OTHERS are herded into groups by BATTLE DROIDS and DESTROYER DROIDS.

JAR JAR and GENERAL CEEL are held in a small group with OTHER OFFICERS.

JAR JAR Dissa bad, berry bombad.

GENERAL CEEL Mesa hopen dissa working for da Queen.



NUTE Your little insurrection is at an end, Your Highness. Time for you to sign the treaty... and end this pointless debate in the Senate.

SADBE dressed like the Queen appears in the doorway with SEVERAL TROOPS.

Several destroyed battle droids can be seen in the distance.

SABE I will not be signing any treaty, Viceroy, because you've lost!

NUTE and THE OTHERS are stunned to see a SECOND QUEEN. NUTE yells at the TEN GUARDS in the room.

NUTE After her! This one is a decoy!

SIX OF THE DROIDS rush out of the throne room after SABE. NUTE turns to PADME.

NUTE Your Queen will not get away with this.

PADME slumps down on her throne and immediately hits a security button that opens a panel in her desk opposite Capt. Panaka. PADME grabs two pistols, tosses one of the to Capt. Panaka and one to an OFFICER. She takes a third pistol and BLASTS the last of the BATTLE DROIDS.

The OFFICERS rush to the door control panel as PADME hits the switch to close the door. The OFFICER at the door jams the controls. Capt. Panaka throws more pistols to the OTHER GUARDS. The NEIMODIANS are confused and afraid.

PADME Now, Viceroy, this is the end of your occupation here.

NUTE Don't be absurd. There are too few of you. It won't be long before hundreds of destroyer droids break in to rescue us.


OBI-WAN screams as the pulsing electron gate opens, and the SITH LORD attacks him. The DARK LORD is relentless in his assault on the young JEDI.

OBI-WAN and DARTH MAUL use the Force to fling objects at each other as they fight. DARTH MAUL seems to have the upper hand as OBI-WAN grows weary.

DARTH MAUL catches OBI-WAN off guard, and the JEDI slips into a melting pit. He is barely able to hold onto a nozzle on the side of the pit. DARTH MAUL grin evilly at OBI-WAN as he kicks OBI-WAN's lightsaber down the endless shaft.

The SITH LORD smiles as he goes in for the kill. At the last moment, OBI-WAN jumps up out of the pit, calls QUI-GON's lightsaber to hi, throwing DARTH MAUL off. The young JEDI swings with a vengeance, cutting the SITH down. DARTH MAUL falls into the melting pit to his death.

OBI-WAN rushes over to QUI-GON, who is dying.

OBI-WAN Master! Master!

QUI-GON It is too late...It's...


QUI-GON Obi-Wan promise... promise me you'll train the boy...

OBI-WAN Yes, Master...

QUI-GON He is the chosen one... he will... bring balance... train him!

QUI-GON dies. OBI-WAN cradles his Master, quietly weeping.


ANAKIN peeks over the edge of the cockpit to see BATTLE DROIDS surrounding the ship. He ducks back down.

ANAKIN Uh oh. This is not good.

He looks at the dashboard to see red lights.

ANAKIN The systems are still overheated, Artoo.

The BATTLE DROID CAPTAIN walks up to the ship and sees ARTOO.

BATTLE DROID CAPTAIN Where's your pilot?

ARTOO beeps a reply.

BATTLE DROID CAPTAIN You're the pilot?

ARTOO whistles.

BATTLE DROID CAPTAIN Let me see your identification!

ANAKIN sees the dashboard lights go from red to green.

ANAKIN Yes...we have ignition.

He flips the switch and the engine starts.

BATTLE DROID CAPTAIN (seeing Anakin) You! Come out of there or we'll blast you!

ANAKIN Not if I can help it! Shields up!

ANAKIN flips a switch and the ship levitates, knocking over the BATTLE DROID CAPTAIN. The OTHER DROIDS shoot, but the lasers are deflected by ANAKIN's shields. ARTOO beeeps.

ANAKIN his should stop them.

ANAKIN fires lasers as the ship begins to rotate.

ANAKIN ...and take this!

He presses a button and launches two torpedos which miss the DROIDS.

ANAKIN Darn...I missed!

The two torpedos fly down a hallway and explode inside the reactor room.

ANAKIN Let's get out of here!

ANAKIN's ship roars through the hanger deck, bouncing over the DROIDS.

ANAKIN Now, this is Podracing! Whoopee!



TEY HOW Sir, we're losing power... There is some problem with the main reactor...

DOFINE Impossible!! I don't...

The bridge explodes.


RIC OLIE watches in amazement as the Federation battleship starts to explode from the inside out.

BRAVO TWO What's that?? It's blowing up from the inside.

RIC OLIE I don't know, we didn't hit it.

BRAVO THREE Look! One of ours! Outta the main hold!!


Suddenly, all of the DROIDS begin to shake upside down, run around in circles, then stop. The GUNGANS carefully move out to inspect the FROZEN DROIDS. JAR JAR pushes one of the BATTLE DROIDS, and it falls over.

JAR JAR Wierdind...


ANAKIN and ARTOO follow the squad of yellow Naboo starfighters into the main hanger.


RIC OLIE and the OTHER PILOTS gather around as they exit their ships.

BRAVO TWO He flew into the hold, behind the deflector shield and blasted the main reactor...

BRAVO THREE Amazing... They don't teach that in the academy.

ANAKIN's ship skids to a stop behind the other Naboo starfighters. RIC OLIE, BRAVO TWO, the OTHER PILOTS, and GROUND CREW rush to his ship.

RIC OLIE We're all accounted for. Who flew that ship?

ANAKIN sheepishly opens the cockpit and stands up. All the PILOTS stare in amazement.

ANAKIN I'm not going to get into trouble, am I?

ARTOO beeps. oh. oh.


The large, grand cruiser of the Supreme Chancellor lands in the courtyard of the main hanger. Capt. Panaka and TWENTY TROOPS guard NUTE GUNRAY and RUNE HAAKO. OBI-WAN, the QUEEN, and her HANDMAIDENS stand before the NEIMOIDIANS.

PADME Now, Viceroy, you are going to have to go back to the Senate and explain all this.

CAPT. PANAKA I think you can kiss your Trade franchise goodbye.

The main ramp of the cruiser is lowered as OBI-WAN and Capt. Panaka lead the VICEROY and HIS ASSISTANT toward the ship. The GRAND CHANCELLOR PALPATINE and SEVERAL REPUBLIC GUARDS descend the walkway, followed by YODA and SEVERAL OTHER JEDI MASTERS.


AMIDALA Congratulations on youer election, Chancellor. It is so good to see you again.

PALPATINE It's good to be home. Your boldness has saved our people, Your Majesty. It is you who should be congratulated. Together we shall bring peace and prosperity to the Republic.

OBI-WAN greets YODA and the OTHER JEDI as Capt. Panaka takes the NEIMODIANS onto the cruiser.


The sun streams into the multi-windowed room at a low angle. It is not quite sunset. YODA paces before OBI-WAN, who is kneeling in the center of the room.

YODA Confer on you, the level of Jedi Knight the Coucil does. But agree on you taking this boy as your Padawan learner, I do not.

OBI-WAN Qui-Gon believed in him. I believe in Qui-Gon.

YODA The Chosen One the boy may be; nevertheless, grave danger I fear in his training.

OBI-WAN Master Yoda, Igave Qui-Gon my word. I will train Anakin. Without the approval of the Council if I must.

YODA Qui-Gon's defiance I sense in you. Need that, you do not. Agree, the council does. Your apprentice, young Skywalker will be.


QUI-GON's body goes up in flames as the JEDI COUNCIL, the QUEEN, SIO BIBBLE, Capt. Panaka, the HANDMAIDENS, and ABOUT ONE HUNDRED NABOO TROOPES, TWENTY OTHER JEDI, PALPATINE, OBI- WAN (standing with ANAKIN), JAR JAR, BOSS NASS, and TWENTY OTHER GUNGAN WARRIORS watch. There is a drum roll that stops. Doves are released, and the body is gone. ANAKIN looks to OBI-WAN.

OBI-WAN He is one with the Force, Anakin...You must let go.

ANAKIN What will happen to me now?

OBI-WAN I am your Master now. You will become a Jedi, I promise.

To one side, MACE WINDU turns to YODA.

MACE WINDU There is no doubt. The mysterious warrior was a Sith.

YODA Always two there are... no more... no less. A master and an apprentice.

MACE WINDU But which one was destroyed, the master or the apprentice?

They give each other a concerned look.


CHILDEREN SING and throw flowers on the passing GUNGAN SOLDIERS. The CROWDS CHEER. It is a grand parade.

QUEEN AMIDALA stands next to the SUPREME CHANCELLOR PALPATINE, ANAKIN, OBI-WAN, SIO BIBBLE, and the JEDI COUNCIL. ARTOO stands in front of the QUEEN'S HANDMAIDENS and whistles at the parade. QUEEN AMIDALA and PALPATINE smile at one another In the parade are BOSS NASS and his GUARDS, JAR JAR and GENERAL CEEL. The GUNGANS ride KAADU. They stop before the QUEEN and walk up the steps to stand by her side. BOSS NASS holds up the Globe of Peace. EVERYONE CHEERS.

The parade marches on.





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