>> : 2, / Star Wars: Episode II Attack of the Clones

: 2, / Star Wars: Episode II Attack of the Clones ( 2)

: : 2, / Star Wars: Episode II Attack of the Clones.

: 2, / Star Wars: Episode II Attack of the Clones


A fire blazes in the open hearth. PADME and ANAKIN are sitting in front of it, gazing into the flames. She looks up as ANAKIN leans in to kiss her.

PADME: Anakin, no.

ANAKIN: From the moment I met you, all those years ago, a day hasn't gone by when I haven't thought of you. And now that I'm with you again, I'm in agony. The closer I get to you, the worse it gets. The thought of not being with you makes my stomach turn over - my mouth goes dry. I feel dizzy. I can't breathe. I'm haunted by the kiss you should never have given me. My heart is beating, hoping that kiss will not become a scar. You are in my very soul, tormenting me. What can I do? I will do anything you ask...

Silence. The logs flame in the hearth. PADME meets his eye, then looks away.

ANAKIN: If you are suffering as much as I am, tell me.

PADME: ...I can't. We can't. It's just not possible.

ANAKIN: Anything's possible. Padm, please listen...

PADME: You listen. We live in a real world. Come back to it. You're studying to become a Jedi Knight. I'm a Senator. If you follow your thoughts through to conclusion, they will take us to a place we cannot go... regardless of the way we feel about each other.

ANAKIN: Then you do feel something!

PADME: Jedi aren't allowed to marry. You'd be expelled from the Order. I will not let you give up your future for me.

ANAKIN: You're asking me to be rational. That is something I know I cannot do. Believe me, I wish I could wish my feelings away... but I can't.

PADME: I am not going to give in to this. I have more important things to do than fall in love.

There is silence as they stare at the fire. ANAKIN is thinking.

ANAKIN: It wouldn't have to be that way... we could keep it a secret.

PADME: Then we'd be living a lie - one we couldn't keep up even if we wanted to. Mt sister saw it. So did my mother. I couldn't do that. Could you, Anakin? Could you live like that?

Silence for a moment.

ANAKIN: No. You're right. It would destroy us.


OBI-WAN stands with TAUN WE just inside the open door.

LAMA SU: Tell your Council the first battalions are ready. And remind them that if they need more troops, we will need time to grow them.

OBI-WAN: I won't forget. And thank you.

TAUN WE: Thank you.


OBI-WAN comes out from the tower into the driving ran. The door closes behind him. He pulls his robe around him and stands braced against the gale. OBI-WAN glances back toward the closed door, confirming that LAMA SU has left.

Below, a huge wave crashes against the stilts. Spray flies high and whips across the platform to where OBI-WAN is standing. He walks over to his Starfighter, looks to see if anyone is watching, then addresses ARFOUR.

OBI-WAN: Arfour.


The R4-P17, OBI-WAN'S Astro-Droid, who is still sitting on top of OBI-WAN'S Starfighter, switches on and BEEPS.

OBI-WAN: Arfour, relay this, "scramble code five," to Courscant: care of "the old folks home."

ARFOUR BEEPS and WHISTLES. The panels light up inside the cockpit. A transmitter disc emerges from the top of the Starfighter and the message is transmitted.


YODA sits with MACE WINDU. between the two Jedi, a hologram of OBI-WAN speaks.

OBI-WAN: (V.O.) I have successfully made contact with the Prime Minister of Kamino. They are using a bounty hunter named Jango Fett to create a clone army. I have a strong feeling that this bounty hunter is the assassin we're looking for.

MACE WINDU: Do you think these cloners are involved in the plot to assassinate Senator Amidala?

OBI-WAN: (V.O.) No, Master. There appears to be no motive.

YODA: Do not assume anything, Obi-Wan. Clear, your mind must be if you are to discover the real villains behind the plot.

OBI-WAN: (V.O.) Yes, Master. They say a Master Sifo-Dyas placed the order for a clone army at the request of the Senate almost ten years ago. I was under the impression he was killed before that. Did the Council ever authorize the creation of a clone army?

MACE WINDU: No. Whoever placed that order did not have the authorization of the Jedi Council.

YODA: Into custody, take this Jango Fett. Bring him here. Question him, we will.

OBI-WAN: (V.O.) Yes, Master. I will report back when I have him.

The hologram of OBI-WAN fades.

YODA: Blind we are, if creation of this clone army we could not see.

MACE WINDU: I think it is time to inform the Senate that our ability to use the Force has diminished.

YODA: Only the Dark Lords of the Sith know of our weakness. If informed the Senate is, multiply our adversaries will.


ANAKIN moves restlessly in his sleep. He mutters to himself. Sweat forms on his forehead. He turns violently. He cries out.

ANAKIN: No... No... No... Mom!... Don't, no, don't!


ANAKIN is on the balcony overlooking the gardens. After a moment, PAMD comes onto the balcony behind him. She sees he is meditating and turns to go.

ANAKIN: (eyes closed) Don't go.

PAMD: I don't want to disturb you.

ANAKIN: Your presence is soothing.

Brief pause.

PADME: You had a nightmare again last night.

ANAKIN: Jedi don't have nightmares.

PADME: I heard you.

ANAKIN opens his eyes and looks at her.

ANAKIN: I saw my mother. I saw her as clearly as I see you now. She is suffering, Padm. They're killing her! She is in pain... I know I'm disobeying my mandate to protect you, Senator. I know I will be punished and possibly thrown out of the Jedi Order, but I have to go. I have to help her! I'm sorry, Padm. I don't have a choice.

PADME: I'll go with you. That way you can continue to protect me, and you won't be disobeying your mandate.

ANAKIN: What about Master Obi-wan?

PADME smiles and takes his hand.

PADME: I guess we won't tell him, will we?


OBI-WAN enters cautiously from outside. Ahead, the corridor is deserted. He moves down it.


OBI-WAN arrives at the door to JANGO FETT'S apartment. He reaches up and runs his fingers along the door, locating the locks. The door slides open.


OBI-WAN walks in to find the room in complete disorder. The bedroom door is wide open - clear signs of hurried departure. All of the FETTS' personal belongings are gone.

OBI-WAN goes to an ultra-thin computer screen. He punches up AN ONSCREEN PICTURE of JANGO FETT and BOBA FETT unhitching the lines securing their ship on the landing platform. JANGO FETT is wearing his armor and rocket pack.


JANGO FETT'S ship, SLAVE I, rests on the landing platform. JANGO and BOBA FETT are preparing to board. OBI-WAN rushes through the tower door and runs toward the ship.

BOBA FETT: Dad!! Look!

JANGO FETT turns to see OBI-WAN charging out of the tower toward him. As he runs, OBI-WAN draws his lightsaber from his belt. It flashes on.

JANGO FETT draws his gun and fires at the charging JEDI. OBI-WAN deflects the blast and swings at JANGO FETT.

JANGO FETT: Boba, get on board.

The bounty hunter rockets up and over OBI-WAN, landing on the top of a nearby tower. JANGO FETT fires down at OBI WAN. The JEDI deflects the shots back, but JANGO FETT evades them. Then he fires an explosive sending OBI-WAN diving out of the way.

IN THE COCKPIT of JANGO FETT'S ship, BOBA FETT grabs the controls of a laser gun and swings it to aim at OBI-WAN, and fires.

The explosion of the ship's laser blasts throws OBI-WAN to the ground. His lightsaber skids across the wet surface of the landing platform. JANGO FETT drops from the tower landing in front of OBI-WAN. OBI-WAN rises and charges toward JANGO.


OUTSIDE, OBI-WAN and JANGO FETT grapple and fight, punching, kicking, grabbing hold, and throwing each other around. OBI-WAN grabs JANGO FETT tightly, and JANGO FETT rockets up into the air and kicks OBI-WAN loose. OBI-WAN crashes to the deck and slides toward the edge. He grapples desperately for a handhold on the slick surface. OBI-WAN reaches out for his lightsaber, using the Force to bring it to him, but JANGO fires a thin wire from his wristpack. It wraps around OBI-WAN'S wrists before he can retrieve the lightsaber.

JANGO rockets into the air, dragging OBI-WAN behind him along the platform surface. As OBI-WAN slides toward some columns he manages to maneuver himself into a roll avoiding a collision by leveraging the wire against the structure and pulling himself to his feet. OBI-WAN pulls with all his weight against the momentum of the wire, causing JANGO to drop and crash into the ground. JANGO'S rocketpack breaks free from his back and explodes.

Still connected by the wire, OBI-WAN charges at JANGO kicking him over the platform edge. JANGO slides pulling OBI-WAN with him. Locked together, OBI-WAN and JANGO FETT plummet down toward the raging ocean. At the last moment, JANGO FETT sees the edge and digs his forearm claws into the surface. OBI-WAN slides past him as JANGO finally ejects the wire free from his wrist. OBI-WAN cannot stop the speed of his slide and shoots off the edge, falling...

OBI-WAN uses the Force and causes the wire to wrap around a pole, stopping his descent. He swings and drops onto a SMALL SERVICE PLATFORM just above the waves. He hauls himself to his feet. When JANGO looks down, the Jedi has disappeared. JANGO uses his forearm claws to climb back to the landing platform and runs toward his ship.

IN THE COCKPIT, BOBA FETT settles into the pilot's seat. He punches buttons. The engines ROAR.

OBI-WAN comes running out onto the landing platform and spots his lightsaber laying on the ground. This time, he retrieves it successfully and turns it on just as JANGO'S ship engines roar. Realizing the ship is about to take off, OBI-WAN takes a small tracking device from his belt and throws in onto the hull of the ship.

JANGO FETT'S ship lifts off from the platform and heads up into the lowering sky. It disappears. Lightning flashes. Rain lashes the tower and streams across the surface of the platform where OBI-WAN stands, watching.


The Naboo Starship heads toward the desert planet of Tatooine.


The Naboo Starship lands in a large parking lot of Spaceships on the outskirts of Mos Espa. ANAKIN and PADME ride a rickshaw through the streets. ANAKIN stares at sights he hasn't seen for years. Finally, they come to Watto's shop, and the rickshaw stops.

ANAKIN: (to the droid driver) Wait, please.

ANAKIN and PADME get down. Sitting on a stool in front of the shop is WATTO. He is using a small electronic screwdriver on a fiddly DROID. THREE PIT DROIDS are chattering away and are trying to help him, but they seem only to make him madder.

WATTO: (yelling, in Huttese) No, not that one - that one! [No chuba da wanga, da wanga.]

ANAKIN: (arriving) Excuse me, Watto. [Chut, chut, Watto.]

WATTO: (in Huttese) What? [Ke Booda?]

ANAKIN: (in Huttese) I said excuse me. [Di nova, 'Chut, chut.']

WATTO turns to the chattering PIT DROIDS.

WATTO: (in Huttese) Shut down. [Go ana bopa!]

The PIT DROIDS snap into their storage position.

ANAKIN: Let me help you with that. [Ding mi chasa hopa.]

ANAKIN takes the fiddly piece of equipment and starts to play with it. WATTO blinks in surprise.

WATTO: (continuing, in Huttese) What? I don't know you... What can I do for you? You look like a Jedi. Whatever it is... I didn't do it. [Ke booda? Yo baan pee hota. No wega mi condorta. Kin chasa du Jedi. No bata tu tu.]

WATTO drops the screwdriver and curses loudly in Huttese

ANAKIN: I'm looking for Shmi Skywalker. [Mi boska di Shmi Skywalker.]

WATTO looks at him suspiciously. He stares at PADME, then back to ANAKIN.

WATTO: Annie?? Little Annie?? Naaah!!

Suddenly, the fiddly piece of equipment in Anakin's hands WHIRS into life. WATTO blinks at it.

WATTO: (continuing; in English) You are Annie! It is you! Ya sure sprouted! Weehoo! A Jedi! Waddya know? Hey, maybe you couldda help wit some deadbeats who owe me a lot of money...

ANAKIN: My mother...

WATTO: Oh, yeah. Shmi... she's not mine no more. I sold her.

ANAKIN: Sold her...

WATTO: Years ago. Sorry, Annie, but you know, business is business. Sold her to a moisture farmer named Lars. Least I think it was Lars. Believe it or not, I heard he freed her and married her. Can ya beat that?

ANAKIN: Do you know where they are?

WATTO: Long way from here... someplace over on the other side of Mos Eisley, I think...

ANAKIN: I'd like to know.

ANAKIN'S grim look means business; WATTO gets the hint quickly.

WATTO: Yeah... sure... absolutely. Let's go look in my records.

ANAKIN and WATTO go into the shop.


The red planet of Geonosis is circled by a large asteroid field that forms rings. JANGO FETT'S ship appears, heading toward it. OBI-WAN'S Starfighter, attached to the hyperspace transport ring, appears in space. The Starfighter disengages from the ring and follows JANGO FETT'S ship.


JANGO FETT: Nearly there, son.

INSIDE THE COCKPIT, a small blip shows up on the ship's scan screen.

BOBA FETT: Dad! I think we're being tracked... Look at the scan screen! Isn't that a cloaking shadow?

BOBA FETT checks the scan screen and reveals a small tracking device on the outer hull.

JANGO FETT: He must have put a homing device on our hull during the fight... We'll fix it! Hang on, son! We'll move into the asteroid field. He won't be able to follow us there. If he does, we'll leave him a couple of surprises.

He pushes some buttons and the spot where the device was disappears. JANGO FETT guides his ship into the asteroid field. OBI-WAN stops his ship.

OBI-WAN: That's interesting, Arfour. They seem to have discovered the tracker. Shut down... Shape scan their last coordinates.

JANGO FETT pilots his ship through the asteroids.

BOBA FETT: He's gone.

JANGO FETT: He must have gone on toward the surface.

BOBA sees OBI-WAN on the screen.

BOBA FETT: Look, Dad! He's back!

JANGO FETT: Hang on!

He releases a charge which drifts toward OBI-WAN. As the charge approaches OBI-WAN'S Starfighter, ARFOUR beeps.

OBI-WAN: Whoa! Sonic charges... Stand by.

JANGO'S goes into a power-climb to avoid an asteroid.

BOBA FETT: Dad! Watch out!

JANGO FETT: Stay calm, son. We'll be fine. That Jedi won't be able to follow us through this.

OBI-WAN'S ship dives into the asteroid belt after them.

BOBA FETT: There he is!

JANGO FETT: He doesn't seem to be able to take a hint.

JANGO flies down a narrow tunnel in one of the larger asteroids.

BOBA FETT: Watch out!

OBI-WAN passes over the asteroid and JANGO emerges, chasing after him.

BOBA FETT: Get him, Dad! Get him! Fire!

JANGO FETT fires lasers at the Jedi Starfighter.


The ships flip, roll, and turn at incredible speed, dodging, weaving and firing. They tumble from near misses.

OBI-WAN: Oh, blast! This is why I hate flying.

Bits fly off OBI-WAN'S fighter as one of JANGO'S missiles gets through.

In JANGO FETT'S COCKPIT, JANGO continues to bombard the Jedi Starfighter with laser fire. One bold strikes OBI WAN'S ship causing a small explosion.

BOBA FETT: You got him!

JANGO FETT: We'll just have to finish him.

JANGO FETT pushes buttons to open an outer hull door and releases a guided aerial torpedo. The torpedo closely follows OBI-WAN'S Starfighter.

IN OBI-WAN'S COCKPIT, his skill is pushed to the limit as he throws the ship from side to side, avoiding great rocks and the torpedo. Then a huge asteroid tumbles across his path. There seems no way he can avoid it.

OBI-WAN: Arfour, prepare to jettison the spare parts canisters. Release them now!

IN JANGO'S COCKPIT, they see a huge explosion as OBI-WAN'S ship appears to smash into the asteroid.

BOBA FETT: Got him! Yeahhhhh!

JANGO FETT: We won't see him again.

BOBA FETT laughs. JANGO FETT'S ship emerges from the asteroid belt and heads down toward the planet of Geonosis.


A huge chunk of rock tumbles slowly through the asteroid belt. CAMERA CLOSES, to discover OBI-WAN'S Starship hidden in a blasted-out area on the pitted back side of the great rock.


OBI-WAN'S ship is sitting on an asteroid.

OBI-WAN: Well, Arfour, I think we've waited long enough... Follow his last known trajectory.

OBI-WAN'S fighter moves out from the back side of the asteroid and heads away from the asteroid field, descending toward Geonosis. OBI-WAN looks out toward Geonosis and sees in the distance a large fleet of Trade Federation ships hidden among the asteroids.

OBI-WAN: There's an unusual concentration of Federation ships over there, Arfour. We'd better stay clear.


OBI-WAN'S ship skims across the top of a small mesa along the edge of a rocky ridge. He maneuvers under a rock overhang and lands. He gets out of the Fighter and walks onto the mesa. The wind whips at him. He looks around.

Geonosis is a red rock planet, featureless apart from buttes and mesas, and occasional tall stalagmites that stand out dramatically on the arid plains.

The night is quiet, except for an occasional WEIRD CRY. OBI-WAN checks his bearings, then heads away.


The Naboo Starship descends, hovers, and land on a bluff. ANAKIN and PADME get out. They look down from the edge of the bluff to where the homestead is seen on the desert floor below.

PADME: Stay with the ship, Artoo.

ARTOO WHISTLES as ANAKIN and PADME start down the trail toward the homestead.


C-3PO is working outside the homestead. He looks up as ANAKIN and PADME arrive.

C-3PO: Oh, hello. How might I be of service? A am See...

ANAKIN: Threepio?

C-3PO: Oh, my... Oh, my maker! Master Anakin! I knew you would return, I knew you would! And this must be Miss Padm.

PADME: Hello, Threepio.

C-3PO: Oh, my circuits! I'm so pleased to see you both!

ANAKIN: I've come to see my mother.

C-3PO: I think... I think... Perhaps we'd better go indoors.


ANAKIN, PADME and THREEPIO arrive in the courtyard. THREEPIO shuffles ahead.

C-3PO: Master Cliegg, Master Lars! Might I present two important visitors?

OWEN LARS and BERU WHITESUN come out into the courtyard.

ANAKIN: I'm Anakin Skywalker.

OWEN: Owen Lars. This is my girlfriend, Beru.

BERU: Hello.

PADME: I'm Padm.

OWEN: I guess I'm your stepbrother. I had a feeling you might show up some day.

ANAKIN: Is my mother here?

CLIEGG: No, she's not.

CLIEGG LARS swings from the house on a small floating chair. One of his legs is heavily bandaged; the other is missing. He balances awkwardly and puts out a hand.

CLIEGG: Cliegg Lars. Shmi is my wife... Come on inside. We have a lot to talk about...


BERU puts several steaming cups of ardees on a tray and exits the kitchen...

CLIEGG: (O.S.) It was just before dawn. They came out of nowhere. A hunting party of Tusken Raiders.


CLIEGG, OWEN, PADME and ANAKIN sit around the table, BERU brings the drinks in from the kitchen.

CLIEGG: Your mother had gone out early, like she always did, to pick mushrooms that grow on the vaporators. From the tracks, she was about halfway home when they took her. Those Tuskens walk like men, but they're vicious, mindless monsters. Thirty of us went out after her. Four of us came back. I'd be with them, only... after I lost my leg I just couldn't ride any more... until I heal.

CLIEGG grimaces, easing his throbbing leg.

CLIEGG: This isn't the way I wanted to meet you, son. This isn't how your mother and I planned it. I don't want to give up on her, but she's been gone a month. There's little hope she's lasted this long.

Silence. Then ANAKIN stands up.

OWEN: Where are you going?

ANAKIN: To find my mother.

PADME: No, Annie!

CLIEGG: Your mother's dead, son. Accept it.

ANAKIN: I can feel her pain, and I will find her.

OWEN: Take my speeder bike.

ANAKIN: I know she's alive.

ANAKIN turns abruptly.


ANAKIN stands looking across the desert. PADME comes running out of the homestead after him. ANAKIN turns to PADME.

ANAKIN: You are going to have to stay here. These are good people, Padm. You'll be safe.

PADME: Anakin...

PADME hugs him. ANAKIN walks over to OWEN'S speeder bike, which is standing close by.

ANAKIN: I won't be long.

ANAKIN swings onto the bike. The engine fires. He takes off across the desert. PADME watches him go.


THREE DIFFERENT SHOTS. ANAKIN rides through three exotic landscapes.


ANAKIN stands in the middle of a crowd of JAWAS. He asks them for directions. The JAWAS confer excitedly, then the CHIEF JAWA points in a particular direction. ANAKIN gets on the bike and speeds off to where the JAWA pointed.


ANAKIN rides over a large dune toward a small flickering light in the distance.

He rides up and stops the bike in front of a campfire. There are bodies of THREE DEAD FARMERS lying beside the campfire. TWO EOPIES are tethered nearby, along with a burned and smoking speeder.


The lights of the vaporators blink in the night sky. Somewhere close by, a night animal HOWLS.


PADME is pacing the courtyard restlessly. She stops, listening to the animal HOWLING nearby. She shivers slightly, then turns and goes into the garage at the side of the courtyard.


PADME enters the garage where C-3PO sits working.

C-3PO: Hello, Miss Padm.

PADME: Hello, Threepio.

C-3PO: You can't sleep?

PADME: No, I have too many things on my mind, I guess.

C-3PO: Are you worried about your work in the Senate?

PADME: No, I'm just concerned about Anakin. I said things... I'm afraid I may have hurt him. I don't know. Maybe I only hurt myself. For the first time in my life, I'm confused.

C-3PO: I'm not sure it will make you feel any better Miss Padm, but I don't think there's been a time in my life when I haven't been confused.

PADME: I want him to know I care about him. I do care about him.

C-3PO: Don't worry about Master Annie. He can take care of himself. Even in this awful place.


OBI-WAN climbs a steep, narrow trail. Suddenly, a CRY is heard close by. OBI-WAN stumbles slightly. His foot slips on the edge, sending a stream of pebbles skittering into the darkness.

OBI-WAN listens. Silence. He draws his lightsaber but does not ignite it.

He sets off again and works his way around a narrow corner, to confront a crouching MASSIFF (a dog-sized lizard) with slavering fangs! The beast leaps at him, and OBI-WAN ignites his lightsaber as the MASSIFF knocks him on his back. Its jaws open wide. OBI-WAN stabs the creature, throws it off of him, and jumps up.

A SECOND MASSIFF jumps from behind. OBI-WAN swings around and cuts it in half. The MASSIFF flies over the cliff, HOWLING. It plummets to its death hundreds of feet below.


OBI-WAN arrives at the head of the trail. Far below, a flat plain stretches into the distance. He stops, peering into the darkness, where strange shapes loom indistinctly.

OBI-WAN takes a pair of electronic binoculars from his belt and puts them to his eyes. He sees a cluster of great towers like fantastic stalagmites rise from the plain below.

SLOW PAN with the binoculars, and suddenly a line of Battle Starships come into view. OBI-WAN touches the viewfinder. Between fifty and a hundred Federation Starships are in neat rows. Some are on platforms that are carrying the Starships down to an underground facility. Other platforms are rising to the surface. They carry THOUSANDS of BATTLE DROIDS that step off and file into waiting ships. A fully loaded Starship takes off. OBI-WAN swings the binoculars upward, to see more Trade Federation Starships.


Light grows on the clustering tower of fantastic stalagmites. OBI-WAN sneaks up to the main one. He climbs up the side of the tower to a small window-like opening. OBI-WAN looks around quickly, then sneaks inside.


OBI-WAN makes his way along a narrow, pillared corridor. He comes to what looks like a large open well or vent shaft. He looks down and sees a huge underground facility below. In one area, machines are constructing BATTLE DROIDS. In another area, completed DROIDS are moving along a conveyor belt. GEONOSIS WORKERS, with no wings, drone away at the assembly line.


OBI-WAN arrives at a vast expanse in the stalagmite interior. Immense pillars, soaring Gaudi-Gothic arches, vaulted roofs. The huge space is deserted - completely silent.

OBI-WAN starts to cross the square. Suddenly he hears voices.

He darts behind a pillar as POGGLE THE LESSER (Archduke of Geonosis), his aide, SUN FAC, COUNT DOOKU and NUTE GUNRAY approach, closely followed by PASSEL ARGENTE and WAT TAMBOR. COUNT DOOKU is tall, elderly, and saturnine, with beautiful manners. OBI-WAN flattens himself against the pillar as they pass by.

COUNT DOOKU: Now, we must persuade the Commerce Guild and the Corporate Alliance to sign the treaty.

NUTE GUNRAY: What about the Senator from Naboo? Is she dead yet? I'm not signing your treaty until I have her head on my desk.

COUNT DOOKU: I am a man of my word, Viceroy.

POGGLE: With these new Battle Droids we've built for you, Viceroy, you'll have the finest army in the galaxy.

They move out of earshot. OBI-WAN peers around the pillar to see them going through an archway on the far side of the courtyard. There is a flight of stairs beside it.

OBI-WAN arrives at the stairs. He sneaks up them, to arrive at a narrow gothic archway. He looks down through it.


POGGLE THE LESSER and his TWO AIDES are at one end of a large round conference table.

COUNT DOOKU: Now is the time, my friends. This is the moment when you have to decide between the Republic or the Confederacy of Independent Systems.

COUNT DOOKU is at the head of the table. JANGO FETT stands behind his chair.


COUNT DOOKU: As I explained to you earlier, I'm quite convinced that ten thousand more systems will rally to our cause with your support, gentlemen. And let me remind you of our absolute commitment to capitalism... of the lower taxes, the reduced tariffs, and the eventual abolition of all trade barriers. Signing this treaty will bring you profits beyond your wildest imagination. What we are proposing is completely free trade. (looks at Nute) Our friends in the Trade Federation have pledged their support. When their Battle Droids are combined with yours, we shall have an army greater than anything in the galaxy, The Jedi will be overwhelmed. The Republic will agree to any demands me make.

PASSEL ARGENTE, the Corporate Alliance Representative.

PASSEL ARGENTE: I am authorized by the Corporate Alliance to sign the treaty.

COUNT DOOKU: We are most grateful for your cooperation, Chairman.

SHU MAI, the Commerce Guild Representative.

SHU MAI: The Commerce Guilds do not at this time wish to become openly involved, But we shall support you in secret - and look forward to doing business with you.

There are chuckles around the table. COUNT DOOKU smiles.

COUNT DOOKU: That is all we ask.

SAN HILL, the banker.

SAN HILL: The Intergalactic Banking Clan will support you wholeheartedly, but only in a non-exclusive arrangement.

WAT TAMBOR, the Techno Union representative.

WAT TAMBOR: The Techno Unions are at your disposal, Count.


OBI-WAN pulls back from the archway.


ANAKIN pulls up near the edge of a cliff. He gets off the bike and creeps to the edge. He looks over to see a Tusken camp in the oasis below. One of the huts at the edge of the camp has TWO TUSKEN GUARDS outside it. ANAKIN drops off the edge of the cliff to the camp below.


ANAKIN creeps through the camp, working his way from hut to hut, flattening himself against the walls overhearing snatches of Tusken conversation from inside, using the shadows to hide him until he arrives at the hut with the TWO GUARDS. They are sitting a short distance from the door. ANAKIN wriggles around the back. He takes out his lightsaber and cuts into the base of the wall.


The lightsaber completes the hole in the wall. ANAKIN wriggles in. He pulls himself to his feet. There are candles everywhere.

A shaft of moonlight from a hole in the roof pierces the gloom of the hut. By its light, ANAKIN sees SHMI hanging from a wooden frame in the middle of the hut.

He cuts her free, takes her into his arms, and lowers her gently to the ground. Her eyes are closed. Her face is bloodied. She has been terribly beaten. ANAKIN cradles her tenderly.

ANAKIN: Mom... Mom... Mom...

SHMI'S eyelids flutter - and barely open. They are caked with blood.

SHMI: Annie...? Is it you...?

SHMI'S eyes focus slowly. ANAKIN gives a little choking gasp.

ANAKIN: I'm here, Mom. You're safe. Hang on. I'm going to get you out of here...

SHMI: Annie? Annie? You look so handsome. My son... my grown-up son. I'm so proud of you, Annie... so proud... I missed you so much... Now... I am complete.

ANAKIN: Just stay with me, Mom. I'm going to make you well again. Everything's... going to be fine.

SHMI: I love...

SHMI dies. ANAKIN draws her to his breast. There is silence for a moment. ANAKIN lifts his head, listening for a moment, then he sits on the floor of the Tusken hut, cradling his dead mother in his arms.


The pale light grows. Thin tendrils of smoke rise slowly in the cold, clear air. Somewhere a dog BARKS. An OLD WOMAN comes out of one of the huts. She carries a pail. She swirls it and tosses the dirty water onto the ground.

As she goes back inside the hut, a TUSKEN CHILD runs past, dragging a stick in the sand. The CHILD runs through the line of huts, turns a corner, and stops suddenly, staring at the TWO TUSKEN GUARDS. Between them, ANAKIN stands outside the hut door. His face is a grim mask. The CHILD stares, then there is a FLASH OF LIGHT as Anakin's lightsaber switches on. He immediately kills the two TUSKENS guarding the door of the hut, and makes his way toward the others.


YODA meditates and suddenly hears a familiar voice, as if from a great distance. It is the voice of QUI-GON JINN, filled with alarm.

QUI-GON: (V.O.) No, Anakin! No! Don't! No!

MACE WINDU enters the room and sits down. YODA opens his eyes and looks to MACE.

MACE WINDU: What is it?

YODA: Pain. Suffering. Death, I feel. Something terrible has happened. Young Skywalker is in pain. Terrible pain.


OBI-WAN examines the transmitter dish and speaks with ARFOUR.

OBI-WAN: The transmitter is working, but we're not receiving a return signal. Coruscant's too far. Arfour, can you boost the power?

ARFOUR beeps a reply.

OBI-WAN: We'll have to try something else.

OBI-WAN jumps into the cockpit.

OBI-WAN: Maybe we can contact Anakin on Naboo. It's much closer. Anakin, Anakin, do you copy? This is Obi-Wan Kenobi. Anakin? He's not on Naboo, Arfour. I'm going to try and widen the search. I hope nothing's happened to him.

OBI-WAN sits in the Starfighter cockpit looking at a display. A GEONOSIAM spies OBI-WAN and his Starfighter from an overlooking cliff.

OBI-WAN: That's Anakin's tracking signal all right, but it's coming from Tatooine. What in the blazes is he doing there? I told him to stay on Naboo.

OBI-WAN exits the cockpit and jumps down to the ground. He speaks to ARFOUR.

OBI-WAN: All right. We're all set. We haven't much time. Anakin? Anakin, do you copy? This is Obi-Wan Kenobi.


In the ship, ARTOO BEEPS as he receives the message.

OBI-WAN: (V.O.) Record this message and take it to your mistress, Padm... and the Jedi Skywalker... "Anakin, my long range transmitter has been knocked out. Retransmit this message to Coruscant."

ARTOO dutifully listens to the desperate message. OBI-WAN'S voice cuts out. ARTOO WHISTLES in dismay.


ANAKIN rides the speeder bike toward the homestead. SHMI'S body is tied to it. OWEN, followed by BERU and PADME, comes out of the homestead to meet ANAKIN. THREEPIO follows. CLIEGG hobbles out of the homestead on his hovering chair.

ANAKIN arrives. They run to him as he steps away from the bike, carrying SHMI. He stops, face-to-face with CLIEGG. There is a brief pause. Then he carries SHMI into the homestead.


PADME prepares some food for ANAKIN. BERU helps her.

BERU: What's it like there?

PADME: I'm sorry?

BERU: On Naboo... What's it like?

PADME is completely preoccupied with her concern for ANAKIN, but she does her best to reply.

PADME: Oh - It's... very green. With lots of water. And trees. Not like here at all.

She takes out a tray and starts to put food on it.

BERU: I think I like it here better.

PADME: Maybe you'll come and see it one day.

BERU: I don't think so. I don't like to travel.

They finish preparing the tray.

PADME: (smiles) Thanks, Beru.

She goes out.


PADME comes in with a tray of food. ANAKIN is standing at a workbench, repairing a part of the speeder bike.

PADME: I brought you something. Are you hungry?

PADME puts the tray down.

ANAKIN: The shifter broke. Life seems so much simpler when you're fixing things. I'm good at fixing things... always was. But I couldn't... (stops working, tears in his eyes) Why did she have to die? Why couldn't I save her? I know I could have!

PADME: Sometimes there are things no one can fix. You're not all-powerful, Annie.

ANAKIN turns and walks away from the bench.

ANAKIN: (angry) I should be! Someday I will be... I will be the most powerful Jedi ever! I promise you, I will even learn to stop people from dying.

PADME: Anakin...

ANAKIN: (furious) It's all Obi-Wan's fault. He's jealous! He knows I'm already more powerful than he is. He's holding me back!

ANAKIN hurls the wrench across the garage. It CLATTERS to the floor. He looks at his trembling hands. PADME stares at him, shocked.

PADME: Annie, what's wrong?

ANAKIN: I... I killed them. I killed them all. They're dead, every single one of them...

ANAKIN focuses on her like someone returning from far away.

ANAKIN: Not just the men, but the women and the children too. They're like animals, and I slaughtered them like animals... I hate them!

There is silence for a moment, then ANAKIN breaks down, sobbing. PADME takes him into her arms.

ANAKIN: Why do I hate them? I didn't... I couldn't... I couldn't control myself. I... I don't want to hate them... But I just can't forgive them.

PADME: To be angry is to be human.

ANAKIN: To control your anger is to be a Jedi.

PADME: Ssshhh... you're human.

ANAKIN: No, I'm a Jedi. I know I'm better than this. I'm sorry, I'm so sorry!

PADME: You're like everyone else...

PADME rocks him, and ANAKIN weeps.


ANAKIN, PADME, CLIEGG, OWEN, BERU, and THREEPIO are standing around Shmi's grave. Two other headstones, one smaller than the other, stand in the blazing suns.

CLIEGG: I know wherever you are it's become a better place. You were the most loving partner a man could ever have. Goodbye, my dearest wife. And thank you.

Brief pause. ANAKIN steps forward and kneels at his mother's grave. He picks up a handful of sand.

ANAKIN: I wasn't strong enough to save you, Mom. I wasn't strong enough. But I promise I won't fail again... (he stands up) I miss you so much.

Silence. Then BEEPS and WHISTLES are heard. They turn as ARTOO rolls up.

PADME: Artoo, what are you doing here?


C-3PO: It seems that he is carrying a message from an Obi- Wan Kenobi. Master Annie, does that name mean anything to you?


A rough hologram of OBI-WAN is projected in front of ANAKIN and PADME. They watch the flickering image.

OBI-WAN: (V.O.) Anakin, my long range transmitter has been knocked out. Retransmit this message to Coruscant.

PADME turns and reaches over to a control board and pushes a button to transmit the message.

OBI-WAN: (V.O.) I have tracked the bounty hunter Jango Fett to the droid foundries on Geonosis.


The members of the Jedi Council stand around a hologram of OBI-WAN.

OBI-WAN: (V.O.) The Trade Federation is to take taking delivery of a droid army here and it is clear that Viceroy Gunray...


ANAKIN and PADME continue to listen.

OBI-WAN: (V.O.) ...is behind the assassination attempts on Senator Amidala.


The Council members continue to listen to OBI-WAN.

OBI-WAN: (V.O.) The Commerce Guilds and Corporate Alliance have both pledged their armies to Count Dooku and are forming an... Wait!... Wait!!


ANAKIN and PADME watch as OBI-WAN is attacked by Droidekas. The hologram cuts off. ANAKIN jumps up, agitated.


The Council members also see the attack on OBI-WAN. YODA looks to MACE WINDU.

YODA: More happening on Geonosis, I feel, than has been revealed.

MACE WINDU: I agree.


ANAKIN and PADME watch a hologram of MACE WINDU.

MACE WINDU: (V.O.) Anakin, We will deal with Count Dooku. The most important thing for you is to stay where you are. Protect the Senator at all costs. That is your first priority.

ANAKIN: Understood, Master.

The hologram switches off. PADME is looking at the readout on the ship's control panel.

PADME: They'll never get there in time to save him. They have to come halfway across the galaxy. Look, Geonosis is less than a parsec away.

PADME starts to hit buttons and flick switches. ANAKIN puts a hand over hers, stopping her. She stares at him.

ANAKIN: If he's still alive.

PADME: Annie, are you just going to sit here and let him die?? He's your friend... your mentor...

ANAKIN: He's like my father, but you heard Master Windu. He gave me strict orders to stay here.

PADME: He gave you strict orders to protect me...

PADME pulls her hand free and flicks more switches. The engines fire.

PADME: ...and I'm going to save Obi-Wan. So if you plan to protect me, you will have to come along.

ANAKIN grins and takes the controls. THREEPIO and ARTOO come forward from the back of the starship. THREEPIO straps himself into a seat behind PADME.


The Naboo Starship rises from the bluff and zooms away.


LOW ANGLE. A line of reflecting pools with splashing fountains flanked by statues on each side leads to the main entrance to the awesome building.


BAIL ORGANA: The Commerce Guilds are preparing for war... there can be no doubt of that.

PALPATINE: Count Dooku must have made a treaty with them.

BAIL ORGANA: We must stop them before they're ready.

JAR JAR: Exsueeze me, yousa honorable Supreme Chancellor, Sir. Maybe dissen Jedi stoppen the rebel army.

PALPATINE: Master Yoda, how many Jedi are available to go to Geonosis?

YODA: Throughout the galaxy, thousands of Jedi there are. To send on a special mission, only two hundred are available.

BAIL ORGANA: With all due respect for the Jedi Order, that doesn't sound like enough.

YODA: Through negotiation the Jedi maintains peace. To start a war, we do not intend.

ASK AAK: The debate is over! Now we need that clone army...

BAIL ORGANA: Unfortunately, the debate is not over. The Senate will never approve the use of the clones before the separatists attack.

MAS AMEDDA: This is a crisis! The Senate must vote the Chancellor emergency powers! He could then approve the use of the clones.

PALPATINE: But what Senator would have the courage to propose such a radical amendment?

MAS AMEDDA: If only Senator Amidala were here.

JAR JAR steps forward from the back of the group.

JAR JAR: Mesa mosto Supreme Chancellor... Mesa gusto pallos. Mesa proud to proposing the motion to give yousa Honor emergency powers.


COUNT DOOKU walks into the cell holding OBI-WAN. OBI-WAN is suspended in a force field, turning slowly as blue electric bolts restrain him. COUNT DOOKU circles OBI-WAN as they talk.

OBI-WAN: Traitor!

COUNT DOOKU: Hello, my friend. This is a mistake. A terrible mistake. They've gone too far. This is madness.

OBI-WAN: I thought you were the leader here, Dooku.

COUNT DOOKU: This had nothing to do with me, I assure you. I promise you I will petition immediately to have you set free.

OBI-WAN: Well, I hope it doesn't take too long. I have work to do.

COUNT DOOKU: May I ask why a Jedi Knight is all the way out here on Geonosis?

OBI-WAN: I've been tracking a bounty hunter named Jango Fett. Do you know him?

COUNT DOOKU: There are no bounty hunters here that I'm aware of. Geonosians don't trust them.

OBI-WAN: Well, who can blame them. But he is here, I can assure you.

COUNT DOOKU: It's a great pity that our paths have never crossed before, Obi-Wan. Qui-Gon always spoke very highly of you. I wish he were still alive. I could use his help right now.

OBI-WAN: Qui-Gon Jinn would never join you.

COUNT DOOKU: Don't be so sure, my young Jedi. You forget that he was once my apprentice just as you were once his. He knew all about the corruption in the Senate, but he would never have gone along with it if he had known the truth as I have.

OBI-WAN: The truth?

COUNT DOOKU: The truth. What if I told you that the Republic was now under the control of the Dark Lords of the Sith?

OBI-WAN: No, that's not possible. The Jedi would be aware of it.

COUNT DOOKU: The dark side of the Force has clouded their vision, my friend. Hundreds of Senators are now under the influence of a Sith Lord called Darth Sidious.

OBI-WAN: I don't believe you.

COUNT DOOKU: The Viceroy of the Trade Federation was once in league with this Darth Sidious. But he was betrayed ten years ago by the Dark Lord. He came to me for help. He told me everything. The Jedi Council would not believe him. I tried many times to warn them but they wouldn't listen to me. Once they sensed the Dark Lord's presence, it would then be too late. You must join me, Obi-Wan, and together we will destroy the Sith.

OBI-WAN: I will never join you, Dooku.

COUNT DOOKU turns to leave.

COUNT DOOKU: It may be difficult to secure your release.


The Naboo Starship heads toward the rings of Geonosis.


ANAKIN pilots the starship close to the ground, weaving around towering rock formations.

PADME: See those columns of steam straight ahead? They're exhaust vents of some type.

ANAKIN: That'll do.

ANAKIN pilots the craft straight down into a column, flying through the steam, and landing at the bottom.


PADME and ANAKIN prepare to leave the starship.

PADME: Look, whatever happens out there, follow my lead. I'm not interested in getting into a war here. As a member of the Senate, maybe I can find a diplomatic solution to this mess.

ANAKIN: Don't worry. I've given up trying to argue with you.

ARTOO WHISTLES a plaintive sigh.

C-3PO: My sad little friend. If they had needed our help, they would have asked for it. You have a lot to learn about humans.


ANAKIN and PADME enter the stalagmite city. They stop, looking around in wonder at the emptiness.


ARTOO stands in front of THREEPIO, who is fussing about.

C-3PO: For a mechanic, you seem to do an excessive amount of thinking. I'm programmed to understand humans.

ARTOO beeps a question.

C-3PO: What does that mean? That means I'm in charge here!

ARTOO trundles out of the starship and down the landing ramp. THREEPIO follows him out of the ship.

C-3PO: Wait! Where are you going? Don't you have any sense at all?

ARTOO makes a rude noise.

C-3PO: How rude! Please wait! Do you know where you're going?



ANAKIN and PADME start forward. As they pass, the surface of the pillars seems to pulse slowly and move. High above, WINGED CREATURES grow from the pillars and detach themselves.


ANAKIN turns as one of the WINGED CREATURES attacks him. Lightsaber blazing, ANAKIN cuts down three creatures as PADME exits through a far doorway. He reaches PADME and they both stand on the edge of a short walkway extending over a deep crevasse. The door behind them closes, stranding the two. The walkway retracts and PADME slips and then jumps down onto a conveyor belt leading into the droid factory.


ANAKIN jumps down and slashes more WINGED CREATURES while attempting to reach PADME. PADME makes her way across stamping machines and welders as ANAKIN follows, beating back WINGED CREATURES.


THREEPIO and ARTOO stop at the small walkway.

C-3PO: Oh my goodness! Machines creating machines. How perverse! (ARTOO bleeps) Calm down. What are you talking about? I'm not in your way!

ARTOO pushes THREEPIO off the small ledge and onto a flying Conveyor Droid. Flailing, THREEPIO falls from the droid and onto the conveyor belt below. ARTOO uses his rocket jets to fly up and into the factory.

C-3PO: Help!

ANAKIN continues to work his way toward PADME, lightsaber flashing, WINGED CREATURES attacking from all directions. PADME wrestles with one CREATURE and is thrown into a large empty vat moving down the assembly line. Mechanized arms carry the vat to a position where molten metal will be poured into it. PADME struggles to find handholds for escape, but is unsuccessful. ARTOO flies toward PADME.

SEE-THREEPIO is carried down the assembly line. He stands, only to find his head sliced from his body. His head lands in a line of Battle Droid heads and is welded to a Battle Droid body.

C-3PO: How ugly! Why would one build such unattractive droids?

THREEPIO's headless body continues down the assembly line, sandwiched between Battle Droids. A Battle Droid head is welded on THREEPIO's body.

C-3PO: I'm so confused.

Meanwhile, ANAKIN continues to battle CREATURES. He trips on the assembly line and his right arm becomes locked into a molding device. ANAKIN comes close to the cutting machine.

As PADME continues her struggle to escape the vat, ARTOO finds the computer port controlling the vats and programs PADME's to dump her onto a walkway. ANAKIN ignites his lightsaber in an attempt to free his arm. The cutter approaches. He maneuvers his body away from the cutter, but it slams down and cuts his lightsaber in half.

PADME is surrounded by WINGED CREATURES and taken prisoner. ANAKIN is surrounded by DROIDEKAS and from above. JANGO FETT drops down, blaster in hand.

JANGO FETT: Don't move, Jedi!


COUNT DOOKU sits at a large conference table with PADME on the far side. ANAKIN stands behind her with FOUR GEONOSIANS GUARDS standing behind him. JANGO FETT stands behind COUNT DOOKU, and SIX GEONOSIAN GUARDS stand behind him.

PADME: You are holding a Jedi Knight, Obi-Wan Kenobi. I am formally requesting you turn him over to me, now.

COUNT DOOKU: He has been convicted of espionage, Senator, and will be executed. In just a few hours, I believe.


PADME: He is an officer of the Republic. You can't do that.

COUNT DOOKU: We don't recognize the Republic here, Senator. But if Naboo were to join our Alliance, I could easily hear your plea for clemency.

PADME: And if I don't join your rebellion, I assume this Jedi with me will also die?

COUNT DOOKU: I don't wish to make you to join our cause against your will, Senator, but you are a rational, honest representative of your people and I assume you want to do what's in their best interest. Aren't they fed up with the corruption, the bureaucrats, the hypocrisy of it all? Aren't you? Be honest, Senator.

PADME: The ideals are still alive, Count, even if the institution is failing.

COUNT DOOKU: You believe in the same ideals we believe in! The same ideals we are striving to make prominent.

PADME: If what you say is true, you should stay in the Republic and help Chancellor Palpatine put things right.

COUNT DOOKU: The Chancellor means well, M'Lady, but he is incompetent. He has promised to cut the bureaucracy, but the bureaucrats are stronger than ever, no? The Republic cannot be fixed, M'Lady. It is time to start over. The democratic process in the Republic is a sham, no? A shell game played on the voters. The time will come when that cult of greed, called the Republic, will lose even the pretext of democracy and freedom.

PADME: I cannot believe that. I know of your treaties with the Trade Federation, the Commerce Guilds, and the others, Count. What is happening here is not government that has been bought out by business... it's business becoming government! I will not forsake all I have honored and worked for and betray the Republic.

COUNT DOOKU: Then you will betray your Jedi friends? Without your cooperation I can do nothing to stop their execution.

PADME: And what about me? Am I to be executed also?

DOOKU: I wouldn't think of such an offense. But, there are individuals who have a strong interest in your demise, M'Lady. It has nothing to do with politics, I'm afraid. It's purely personal, and they have already paid great sums to have you assassinated. I'm sure they will push hard to have you included in the executions. I'm sorry but if you are not going to cooperate, I must turn you over to the Geonosians for justice. Without your cooperation, I've done all I can for you.

JANGO FETT: Take them away.


MACE WINDU walks down an upper corridor and meets YODA, who is sitting on a ledge overlooking the Senate chamber.

Inside the great rotunda, the UPROAR is even louder. Opposing SENATORS yell furiously at one another.

MAS AMEDDA: Order! Order!!

Finally, the uproar dies.

PALPATINE: In the regrettable absence of Senator Amidala, the chair recognizes senior representative of Naboo, Jar Jar Binks.

Amid the conflicting storm of CHEERS AND BOOS, JAR JAR, with TWO GUNGAN AIDES, floats on his pod to the middle of the vast space. He looks at PALPATINE nervously. PALPATINE nods. JAR JAR clears his throat.

JAR JAR: Senators, dellow felagates...

Laughter. Jeers. JAR JAR blushes.

MAS AMEDDA: Order! The Senate will accord the Representative the courtesy of a hearing!

Comparative quiet. JAR JAR grips the edge of the podium.


JAR JAR stands in his pod as it floats in the middle of the vast space.

JAR JAR: In response to the direct threat to the Republic mesa propose that the Senate give immediately emergency powers to the Supreme Chancellor.

Uproar. JAR JAR looks a little sheepish.

Brief silence, then a rolling wave of APPLAUSE. JAR JAR beams and bows.


PALPATINE: It is with great reluctance that I have agreed to this calling. I love democracy... I love the Republic. But I am mild by nature, and I do not desire to see the destruction of democracy. The power you give me I will lay down when this crisis has abated, I promise you. And as my first act with this new authority, I will create a grand army of the Republic to counter the increasing threats of the separatists.


MACE WINDU: It is done then. I will take what Jedi we have left and go to Geonosis and help Obi-Wan.

YODA: Visit I will the cloners on Kamino and see this army they have created for the Republic.


ANAKIN and PADME are standing in the center of what looks like a courtroom. Seated before them in a tall, boxed-off area is POGGLE THE LESSER, Archduke of Geonosis. He is accompanied by his underling, SUN FAC. Off to one side the Separatist Senators PO NUDU, TESSEK, and TOONBUCK TOORA. Next to them are the Commerce Dignitaries, SHU MAI, NUTE GUNRAY, PASSEL ARGENTE, WAT TAMBOR and SAN HILL of the Intergalactic Bank Clan. Along the wall about a HUNDRED GEONOSIANS wait for a verdict.

SUN FAC: You have been charged and found guilty of Espionage.

POGGLE: Do you have anything to say before your sentence is carried out?

PADME: You are committing an act of war, Archduke. I hope you are prepared for the consequences.

POGGLE laughs. COUNT DOOKU simply smiles.

POGGLE: We build weapons, Senator... that is our business! Of course we're prepared!

NUTE GUNRAY: Get on with it. Carry out the sentence. I want to see her suffer.

POGGLE: Your other Jedi friend is waiting for you, Senator. Take them to the arena!

FOUR GUARDS take hold of PADME and ANAKIN. They are escorted out of the chamber to the sounds of chuckling.


In the gloomy tunnel, ANAKIN and PADME are tossed into an open cart. The murmur of a vast crowd is heard offscreen. GUARDS extend their arms along the framework and tie them so that they stand facing each other.

The DRIVER gets up onto his seat.

ANAKIN: Don't be afraid.

PADME: I'm not afraid to die. I've been dying a little bit each day since you came back into my life.

ANAKIN: What are you talking about?

PADME: I love you.

ANAKIN: You love me?! I thought we decided not to fall in love. That we would be forced to live a lie. That it would destroy our lives...

PADME: I think our lives are about to be destroyed anyway. My love for you is a puzzle, Annie, for which I have no answers. I can't control it... and now I don't care. I truly, deeply love you, and before we die I want you to know.

PADME leans toward ANAKIN. By straining hard, it is just possible for their lips to meet. They kiss.

The DRIVER cracks his whip over the ORRAY harnessed between the shafts. The cart jerks forward. Suddenly, there is a HUGE ROAR and blinding sunlight as they emerge into the arena.


The great stadium is packed with tier upon tier of yelling GEONOSIANS. The cart trundles to the center, where OBI-WAN is chained to one of four upright posts that are three feet in diameter. The cart stops. PADME and ANAKIN are taken down, dragged to posts, and chained to them. ANAKIN is in the center. PADME pulls a wire from her clothing and places it in her mouth.

OBI-WAN: I was beginning to wonder if you had gotten my message.

ANAKIN: I retransmitted it as you requested, Master. Then we decided to come and rescue you.

OBI-WAN: Good job!

Their arms are pulled high above their heads, and the cart drives away. There is another ROAR as POGGLE THE LESSER, COUNT DOOKU, NUTE GUNRAY, THE FETTS and DIGNITARIES arrive in the archducal box and take their places.

SUN FAC: The felons before you have been convicted of espionage against the Sovereign System of Geonosis. Their sentence of death is to be carried out in this public arena henceforth.

The crowd ROARS and CHEERS. In the box, POGGLE THE LESSER rises. The crowd becomes quiet.

POGGLE: Let the executions begin!

The crowd goes wild.

From different gates around the arena, THREE MONSTERS are driven in. One is a REEK (bull-like), one is a NEXU (lion like), and one is an ACKLAY (a kind of dino-lobster). They are driven in by PICADORS carrying long spears and riding ORRAYS. The PICADORS poke the MONSTERS toward the center, then retire to the perimeter.

ANAKIN: I've got a bad feeling about this.

The MONSTERS toss their heads, looking around, ROARING or SCREECHING. Then they catch sight of the THREE CAPTIVES and start moving toward them.

OBI-WAN: Take the one the right. I'll take the one on the left.

ANAKIN: What about Padm?

PADME has used the wire she concealed to pick the lock on one of the hand restraints. She turns around and pulls herself up by the chain to the top of the post. Within a moment, she is standing on top of it, trying to pull the chain free.

OBI-WAN: She seems to be on top of things.

The REEK charges ANAKIN. He jumps up, and the beast hits the post hard. ANAKIN lands onto its back, wrapping part of his chain around its horn. The REEK backs off, shaking its head angrily, which tears the chain from the post.

OBI-WAN ducks around the post as the ACKLAY charges. It knocks the post flat, sending OBI-WAN sprawling. The ACKLAY crunches the post between its claws, freeing the chain. OBI-WAN leaps up and runs towards ONE of the PICADORS. The ACKLAY takes off after him.

The NEXU arrives at PADME's post and rears on its hind legs. On top, PADME struggles to tear the chain free. The NEXU ROARS, displaying wicked, dripping fangs.

In the archducal box, NUTE GUNRAY beams and rubs his hands.

In the arena, OBI-WAN runs at the PICADOR. The ORRAY rears up. OBI-WAN grabs the PICADOR'S long spear and pole vaults over him. The chasing ACKLAY smashes into the ORRAY. It goes down. The PICADOR tumbles onto the sand, where he is grabbed by the ACKLAY and crunched.

ANAKIN's REEK starts to buck. It charges around the arena with ANAKIN hanging on for dear life. He whirls the free length of chain around his head and casts it into the REEK's mouth. Its jaws clamp hard on the chain. ANAKIN yanks hard on the chain, turning the REEK, beginning to ride it.

The NEXU's claws dig deep into the post. The cat-like creature reaches the top of the post and takes a swipe at PADME. She turns and the claw barely catches her shirt ripping it off, leaving superficial claw marks across her back. She hits the creature with her chain and it backs off down the pole. Then, PADME jumps off the post into the air. She swings around on the chain and whacks the beast hard on the head with both her feet. It tumbles back onto the sand. PADME climbs back up the pole, scrambling to the top.

In the archducal box, NUTE GUNRAY fumes.

NUTE GUNRAY: Foul!! She can't do that... shoot her or something!

In the arena, OBI-WAN runs out from behind the fallen ORRAY and throws the spear at the ACKLAY, hitting it in the neck. It lets out a terrible SCREECH and turns on him. The NEXU springs up and makes to leap up at PADME again. She finally manages to work the chain loose. ANAKIN comes charging up on the REEK.

ANAKIN: You okay?

PADME: (nods, gasping) Sure!

ANAKIN: Jump!!!

The NEXU springs. PADME leaps from the top of the post to land on the REEK behind ANAKIN. The REEK charges away, around the arena. The NEXU bounds after it. The REEK passes the wounded ACKLAY and OBI-WAN. OBI-WAN runs and jumps on the back of the REEK behind ANAKIN and PADME.

In the archducal box, NUTE GUNRAY turns angrily to COUNT DOOKU.

NUTE GUNRAY: This isn't how it's supposed to be! Jango, finish her off!

COUNT DOOKU motions for the bounty hunter to stay put. BOBA FETT is enjoying the spectacle.

COUNT DOOKU: (smiling enigmatically) Patience, Viceroy... she will die.

DROIDEKAS roll to the center of the arena where they transform and surround the REEK and contain the JEDI.


In the archducal box, amid the uproar, MACE WINDU ignites his lightsaber and holds it to JANGO FETT's neck. COUNT DOOKU turns to see MACE WINDU standing behind him. COUNT DOOKU masks his surprise elegantly.

COUNT DOOKU: Master Windu, how pleasant of you to join us. You're just in time for the moment of truth. I would think these two new boys of yours could use a little more training.

MACE WINDU: Sorry to disappoint you, Dooku. This party's over.

MACE WINDU signals, and at strategic places around the arena there are sudden flashes of light as about ONE HUNDRED JEDI switch on their lightsabers. The crowd is suddenly silent. COUNT DOOKU's lips curl in slight amusement.

COUNT DOOKU: (to Mace Windu) Brave, but foolish, my old Jedi friend. You're impossibly outnumbered.

MACE WINDU: I don't think so. The Geonosians aren't warriors. One Jedi has to be worth a hundred Geonosians.

COUNT DOOKU looks around the great theater. His smile grows.

COUNT DOOKU: It wasn't the Geonosians I was thinking about. How well do you think one Jedi will hold up against a thousand Battle Droids?

COUNT DOOKU signals. THOUSANDS OF DROIDS start to pour into all parts of the arena.

JANGO FETT fires his flamethrower at MACE WINDU, igniting MACE's robe. MACE WINDU jumps into the arena. The battle begins. GEONOSIANS fly away everywhere. DROIDS fire at JEDI, who deflect the bolts and cut down the DROIDS. The GEONOSIAN TROOPS fire ray guns that are more difficult for the JEDI to deflect. SEVERAL JEDI run to the center of the arena and throw lightsabers to OBI-WAN and ANAKIN.

The REEK and the NEXU are spooked by the battle. The REEK bucks the riders off its back and stampedes around the arena, trampling DROIDS and JEDI that have moved into its path. PADME picks up a discarded pistol and joins the fight.

Among the crowd, JEDI cut down swaths of GEONOSIANS and DROIDS. On the sand, JEDI fight, attacking DROIDS. OBI-WAN and ANAKIN swing their lightsabers, cutting DROIDS in half. PADME blasts away at DROIDS and GEONOSIANS.


MACE WINDU runs to the center of the arena and fights back to-back with OBI-WAN, as they swipe and mangle DROIDS.

Among the tiers, JEDI are slowly being driven back. They have killed heaps of GEONOSIANS and have knocked out piles of DROIDS, but sheer numbers are telling. Individual JEDI are being cut down or blasted. The rest are retreating into the arena.

ANAKIN and PADME are back-to-back, fighting DROIDS and flying GEONOSIANS.

ANAKIN: You call this diplomacy?

PADME: No, I call it aggressive negotiations.

THREEPIO's body with the Battle Droid head enters the arena. The droid is fired upon and knocked back. The Battle Droid head goes flying off THREEPIO's body.

PADME jumps on top of the ORRAY pulling the execution wagon. ANAKIN runs, jumps, and lands in the cart, deflecting laser blasts with his lightsaber. PADME blasts Battle Droids as the two ride through the arena.

The Battle Droid body with THREEPIO's head enters the arena, carrying a blaster rifle.

C-3PO: Where are we? A battle! Oh, no! I'm just a protocol droid. I'm not made for this. I can't do it. I don't want to be destroyed!

Jedi KIT FISTO uses the Force to knock the THREEPIO Battle Droid backward onto the arena floor. A downed Super Battle Droid falls on top of THREEPIO's Battle Droid body, pinning him to the ground.

OBI-WAN and MACE WINDU fight back-to-back, lightsabers flashing. The REEK charges and separates the two. The REEK chases MACE WINDU across the arena. MACE WINDU slashes at the REEK but loses his lightsaber. JANGO FETT, watching from above, rockets down into the arena to battle with MACE WINDU.

MACE WINDU retrieves his lightsaber, and the REEK tosses JANGO FETT away. JANGO FETT ends up under the REEK, avoiding the creature's massive hoofs. Finally, FETT is free and kills the REEK. MACE WINDU fights fiercely with JANGO FETT. Finally, the bounty hunter falls. His helmet goes flying. The bounty hunter's body falls to the ground.

OBI-WAN is attacked by the ACKLAY and finally slays the beast with his lightsaber.

ARTOO finds the Battle Droid with THREEPIO's head attached. He shoots a projectile from his body that attaches a suction device to THREEPIO's head, and pulls the head away from the Battle Droid. ARTOO drags THREEPIO's head across the arena and reattaches it to THREEPIO's body, using an extendable welding arm.

C-3PO: Artoo, what are you doing here? Wait! No! How dare you! You're pulling too hard. Stop dragging me, you lead head. Artoo, be careful! You might burn my circuits. Are you sure my head's on straight?


MACE WINDU, OBI-WAN, ANAKIN, PADME and an exhausted group of about TWENTY JEDI stand in the center of the arena surrounded by a ring of BATTLE DROIDS. The bloodied sand around them is strewn with the bodies of DEAD GEONOSIANS, SHATTERED DROIDS and JEDI.

KI-ADI-MUNDI and the SURVIVORS from the raiding party are herded into the arena by SUPER BATTLE DROIDS. From the encircling tiers above, THOUSANDS OF BATTLE DROIDS level their weapons menacingly.

In the archducal box, COUNT DOOKU lifts his hand. The DROIDS lower their weapons. The COUNT calls out to the JEDI.

COUNT DOOKU: Master Windu! You have fought gallantly. Worthy of recognition in the history archives of the Jedi Order. Now it is finished. (pauses briefly) Surrender - and your lives will be spared.

MACE WINDU: We will not be hostages for you to barter with, Dooku.

COUNT DOOKU: Then, I'm sorry, old friend. You will have to be destroyed.

The DROIDS raise their weapons. ANAKIN and PADME look to each other. COUNT DOOKU raises his hand to give the order to fire. PADME looks up suddenly.

PADME: Look!

Above, SIX GUNSHIPS are descending fast through the open area in the arena ceiling. They land in a cluster around the handful of JEDI. CLONE TROOPERS spill out and start firing at the DROIDS. There is a hellstorm of laserfire that bounces off the laser shields created by the Gunships. YODA appears at the door of one of the Gunships.

YODA: Circle the Jedi. A perimeter, create, around the survivors.

The SURVIVING JEDI dash to the Gunships and scramble in. MACE WINDU hangs on tight as the Gunship, firing all its weapons, rises out of the arena up and over the topmost rim.

On the arena grounds, ARTOO beeps as THREEPIO tries to sit up.

C-3PO: What happened? I had the most peculiar dream.

In another part of the deserted arena, BOBA FETT finds his father's battered helmet. Kneeling down, he picks it up and lowers his head in sorrow.


The massed lines of parked Trade Federation Starships and the DROIDS surrounding the arena, are themselves surrounded by thousands of Republic Starships, disgorging TENS OF THOUSANDS OF CLONE TROOPERS. Beyond, more Republic Starships are landing and spewing out troops.

The Republic Gunships circle towering stalagmites as they head toward the assembly point. WINGED GEONOSIANS fire laser cannons up at the Gunships.


DOOKU, POGGLE, NUTE, and RUNE enter a huge command center. In the center of the room there is a large circular viewscreen and, around the perimeter of the room, GEONOSIAN SOLDIERS monitor the CLONE ARMY's advances on large semitransparent maps. In one corner of the room there is a large monitor flashing a variety of images, like schematics to a familiar planet-sized mechanized weapon.

POGGLE: All our communications have been jammed, We are under attack.

NUTE GUNRAY: The Jedi have amassed a huge army.

COUNT DOOKU: Where did they get them? That doesn't seem possible. How did the Jedi come up with an army so quickly?

NUTE GUNRAY: We must send all available droids into battle.

COUNT DOOKU: There are too many. They will soon have us surrounded.


Ground fire and explosions rock the Gunship. PADME, ANAKIN, and OBI-WAN steady themselves.

OBI-WAN: Hold on!


COUNT DOOKU, POGGLE THE LESSER, NUTE GUNRAY, and RUNE HAAKO stand around the viewscreen.

NUTE GUNRAY: This is not going well at all.

POGGLE: Order a retreat. I am sending all my warriors deep into the catacombs to hide.

RUNE HAAKO: We must get the cores of our ships back into space.

COUNT DOOKU: I'm going to Coruscant. My Master will not let the Republic get away with this treachery.

POGGLE crosses to the holographic schematic and downloads it into a cartridge. He gives it to COUNT DOOKU.

POGGLE: The Jedi must not find our designs for the ultimate weapon. If they have any idea of what we are planning to create, we are doomed.

COUNT DOOKU: I will take the designs with me. They will be much safer with my Master.


MACE WINDU stares at the incredible sight.

MACE WINDU: Captain, land at that assembly point ahead.


The Gunship lands. MACE WINDU, KI-ADI-MUNDI, and CLONE TROOPERS spill from the Gunship and join the ground battle. The Gunship lifts off with YODA on board.

YODA: Capture Dooku, we must. If escapes he does, he will rally more systems to his cause.

The CLONE TROOPERS open fire with artillery. EXPLOSIONS wreck the parked Battle Starships. CLONE TROOPERS advance, firing at the massed DROIDS. FIGHTER DROIDS fly overhead, exchanging fire with the Gunships and JEDI fighters.

YODA: More battalions to the left. Encircle them, we must, then divide.


Gunship #2 skims the battlefield, firing down, deflecting answering fire from the droids.


OBI-WAN, ANAKIN and PADME watch from the open Gunship.

On the battleground below, CLONE TROOPERS riding speeder bikes advance toward the battlefield. TRADE FEDERATION SPIDER DROIDS fire at the CLONE TROOPERS and Republic Gunships. Lightsaber-wielding JEDI slash through BATTLE DROIDS. The battle rages on.

Gunship #1 flies low toward TECHNO UNION starships.

ANAKIN: Aim right above the fuel cells.

Laser fire pelts the base of the TECHNO UNION ship. Rocked with explosions, it begins to tilt over and the Gunships split up, flying past.

OBI-WAN: Good call. Those Federation starships are taking off. Target them quickly.

One TRADE FEDERATION starship begins to rise from its docking port. Gunship #2 fires on the starship, with no apparent damage.

ANAKIN: They're too big, Master. The ground troops will have to take them out.


The Gunship lands at the Command Center. YODA disembarks.

CLONE COMMANDER: Master Yoda, all forward positions are advancing.

YODA: Very good. Very good.


The Gunship continues to fire on the TRADE FEDERATION starships. The starships continue to lift into the sky.


YODA: Concentrate all your fire on the nearest starship.


The TRADE FEDERATION starship finally begins to weaken under the constant fire. The starship begins to fall and then explodes in a fireball.


OBI-WAN, ANAKIN and PADME are at the open sides of the Gunship. CLONES fire down at the DROIDS below.

The Gunship slows, circling over a droid gun-emplacement. It blasts it, but suddenly the Gunship is rocked by a near miss. It lurches violently.

OBI-WAN: Look over there...

ANAKIN: It's Dooku! Shoot him down!

Through the other side of the Gunship, they see a Geonosian Speeder racing past. In the open cockpit is the unmistakable figure of COUNT DOOKU.

CLONE CAPTAIN: We're out of ordinance, sir.

ANAKIN: Follow him!

PADME: We're going to need some help.

OBI-WAN: No, there's no time. Anakin and I can handle this.

DOOKU signals the two fighters flanking his ship. They veer off left and right, loop around, and come up behind our heroes' Gunship. To avoid the BEAK-WING fire, the Gunship banks up a steep dune but is still hit. The ship lurches on its side, and PADME and a CLONE OFFICER tumble out.

ANAKIN: Padm!!!

ANAKIN stares down in horror as PADME hits the ground below.

ANAKIN: (continuing; to pilot) Put the ship down! Down!

OBI-WAN: Don't let your personal feelings get in the way. (to the pilot) Follow that speeder.

The Gunship continues its pursuit of DOOKU's speeder, followed by the TWO BEAK-WING fighters.

ANAKIN: (to pilot) Lower the ship!

OBI-WAN: Anakin, I can't take DOOKU alone. I need you. If we catch him we can end this war right now. We have a job to do.

ANAKIN: I don't care. (to the pilot) Put the ship down.

OBI-WAN: You'll be expelled from the Jedi Order.

ANAKIN: I can't leave her.

OBI-WAN: Come to your senses. What do you think Padm would do if she were in your position?

ANAKIN: (resigned) She would do her duty.


YODA stands next to the CLONE COMMANDER. He senses something is wrong with PADME.

YODA: Hmmmm...

CLONE COMMANDER: The droid army is in full retreat.

YODA: Well done, Commander. Bring me my ship.


On the ground, a CLONE TROOPER approaches PADME.

CLONE TROOPER: Are you all right?

PADME: I think so.

CLONE TROOPER: We better get you back to the Forward Command Center.

PADME: No, no. Gather up what troops you can. We've got to get to that hanger. Get a transport. Hurry!


ANAKIN and OBI-WAN watch as COUNT DOOKU's speeder parks outside the tower; the Gunship parks next to it. OBI-WAN and ANAKIN leap down and run inside the tower.


COUNT DOOKU throws switches on a control panel. His Interstellar Sail Ship is parked nearby.

ANAKIN: You're going to pay for all the Jedi you've killed today, Dooku.

OBI-WAN: (to Anakin): We'll take him together - you go in slowly on the...

ANAKIN: No, I'm taking him now!

OBI-WAN: Anakin, no!

ANAKIN charges across the open space at COUNT DOOKU, who smiles faintly, watching him come. ANAKIN raises his lightsaber. At the last moment, COUNT DOOKU thrusts out an arm and unleashes a blast of Force lightning. ANAKIN is hurled across the room, and slammed into the opposite wall. He slumps to the foot of the wall, semi-conscious. COUNT DOOKU moves toward OBI-WAN.

COUNT DOOKU: As you can see, my Jedi powers are far beyond yours.

OBI-WAN: I don't think so.

OBI-WAN lifts his lightsaber. COUNT DOOKU smiles and ignites his lightsaber.

OBI-WAN comes in fast, swinging at COUNT DOOKU's head. DOOKU parries the cut easily. As they fight, it quickly becomes clear that DOOKU is the complete swordsman, elegant, graceful, classical - a master of the old style.

COUNT DOOKU: Master Kenobi, you disappoint me. Yoda holds you in such high esteem.

COUNT DOOKU parries another cut and then thrusts. OBI-WAN steps back quickly, panting for breath.

COUNT DOOKU: Come, come, Master Kenobi. Put me out of my misery.

OBI-WAN takes a deep breath, gets a fresh grip on his lightsaber and comes in again. For a moment, he drives COUNT DOOKU back. Then DOOKU's superior skill begins to tell again, and he forces OBI-WAN to retreat.

COUNT DOOKU increases the tempo of his attack. OBI-WAN is pushed to the limit to defend himself. DOOKU presses. His lightsaber flashes.

OBI-WAN is wounded in the shoulder, then the thigh. He stumbles back against the wall, trips, and falls. His lightsaber goes skittering across the floor.

COUNT DOOKU raises his lightsaber. OBI-WAN looks up at him helplessly. DOOKU's lightsaber flashes down and CLASHES against - ANAKIN's lightsaber! COUNT DOOKU and ANAKIN stare eyeball to eyeball.

COUNT DOOKU: That's brave of you, boy - but foolish. I would have thought you'd have learned your lesson.

ANAKIN: I'm a slow learner.

And ANAKIN charges at COUNT DOOKU. The force of his attack catches the COUNT slightly off balance. ANAKIN's lightsaber flashes. COUNT DOOKU draws back.

COUNT DOOKU: You have unusual powers, young Padawan. But not enough to save you this time.

ANAKIN: Don't bet on it!

OBI-WAN: Anakin!

OBI-WAN uses the Force to catch his lightsaber and he tosses it to ANAKIN. With TWO LIGHTSABERS, ANAKIN attacks. COUNT DOOKU parries and ripostes. It's no contest. ANAKIN is driven back against the wall. He loses one lightsaber. Finally COUNT DOOKU, in one flashing move, sends ANAKIN's arm, cut off at the elbow, flying, still gripping his lightsaber. ANAKIN drops to the ground in agony. COUNT DOOKU draws himself up to deliver the coup de grace.

Suddenly, through the thick smoke, emerges the heroic figure of YODA. He stops on the smoke-filled threshold.

COUNT DOOKU: Master Yoda.

YODA: Count Dooku.

COUNT DOOKU: You have interfered with our plans for the last time.

COUNT DOOKU levitates machinery, hurling it at the tiny figure of the JEDI MASTER. YODA recovers and deflects the machinery. COUNT DOOKU then causes great boulders in the ceiling above YODA to fall, and again, YODA deflects the boulders which fall around him. YODA deflects Force lightning thrown at him by the enraged COUNT DOOKU.

YODA: Powerful you have become, Dooku. The dark side I sense in you.

COUNT DOOKU: I have become more powerful than any Jedi. Even you, my old Master.

COUNT DOOKU continues to hurl Force lightning at YODA, who deflects every blast.

YODA: Much to learn you still have.

COUNT DOOKU: It is obvious this contest will not be decided by our knowledge of the Force, but by our skills with a lightsaber.

COUNT DOOKU whirls his lightsaber in a formal salute. YODA draws his lightsaber. Suddenly, COUNT DOOKU charges across the space at YODA. He rains down blows upon the tiny figure. YODA doesn't budge an inch. For the first part of the contest, he parries every cut and thrust that COUNT DOOKU aims. Nothing the great swordsman tries gets through. His energy drains. His strokes become feeble, slower.

YODA attacks! He flies forward. COUNT DOOKU is forced to retreat. Words are insufficient to describe the range and skill of YODA's speed and swordplay. His lightsaber his a humming blur of light. Finally, their blades cross and the fighting slows.

YODA: Fought well you have, my old Padawan.

COUNT DOOKU: The battle is far from over. This is just the beginning.

Then, with all his might, COUNT DOOKU uses the Force to pull on one of the cranes in the hanger. It comes crashing down toward OBI-WAN and ANAKIN. ANAKIN wakes. But in the blink of and eye, ANAKIN and OBI-WAN attempt to hold up the crane, using the Force. YODA closes his eyes and concentrates, adding his strength to the two fallen JEDI and moves the crane aside. COUNT DOOKU runs up the ship's ramp, throwing a look back before going inside.

The sound of the Sail Ship's engines are heard starting up.

COUNT DOOKU'S Sail Ship takes off. OBI-WAN and ANAKIN struggle to the exhausted YODA, but it's too late. The Sail Ship rises into the air and flies away.


COUNT DOOKU pilots his ship through the asteroid field circling Geonosis and into deep space.


PADME runs to ANAKIN and throws her arms around him. ANAKIN is barely able to stand up.


COUNT DOOKU's Interstellar Sail Ship glides through a deserted, burned-out part of Coruscant. COUNT DOOKU maneuvers the ship into one of the empty buildings and lands.


The ramp lowers. COUNT DOOKU emerges and walks to where the hooded figure of DARTH SIDIOUS stands waiting. COUNT DOOKU bows.

COUNT DOOKU: The Force is with us, Master Sidious.

DARTH SIDIOUS: Welcome home, Lord Tyranus. You have done well.

COUNT DOOKU: I bring you good news, my Lord. The war has begun.

DARTH SIDIOUS: Excellent. (smiling) Everything is going as planned.


The beautiful temple basks in the red glow of the setting sun.


OBI-WAN: Do you believe what Count Dooku said about Sidious controlling the Senate? It doesn't feel right.

YODA: Becoming unreliable, Dooku has. Joined the dark side. Lies, deceit, creating mistrust are his ways now.

MACE WINDU: Never the less, I feel we should keep a closer eye on the Senate.

YODA: I agree.

MACE WINDU: Where is your apprentice?

OBI-WAN: On his way to Naboo. He is escorting Senator Amidala home. I have to admit, without the clones, it would not have been a victory.

YODA: Victory? Victory, you say?

OBI-WAN turns and looks at the sad little Jedi sitting in the Council Chamber.

YODA: Master Obi-Wan, not victory. The shroud of the dark side has fallen. Begun, this Clone War has!


PALPATINE, BAIL ORGANA and the MAS AMEDDA, stand looking down at the square below.

TENS OF THOUSANDS OF CLONE TROOPS are drawn up in strict formation or move forward in neat files to climb the ramps of the Military Assault Ships.

On the balcony, PALPATINE's expression is deeply sad. Everyone watches somberly as, in the square, loaded Assault Ships take off. Others land immediately in their place. The sky above is thick with transports. CLONE TROOPS march and board the Ships.

The Great Clone War has begun...


In a rose-covered arbor overlooking the sparkling lake, ANAKIN and PADME stand before a NABOO HOLY MAN.

THREEPIO and ARTOO stand by, watching, as the HOLY MAN blesses the happy couple and, amid gently falling rose petals, ANAKIN and PADME kiss.







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